Orosur Mining Inc: Board & Management Update & Shares/Options Issuance
Orosur Mining Inc. (“Orosur” or the “Company”) (TSX/AIM: OMI), a South America-focused gold producer, developer and explorer is pleased to announce the appointment of Mr. Jorge Aceituno as Chief Operating Officer (“COO”) and a Non-Independent Director of the Board and the confirmation of Ms. Alejandra Lopez as Chief Financial Officer (“CFO”), with immediate effect. In addition, the Company announces the granting of an aggregate of 2,181,186 stock options (“Options”) and 57,946 common shares to directors, officers and employees.
Appointment of Jorge Orlando Aceituno Sandoval as COO and Non-Independent Director (Age 60)
Jorge has over 30 years’ experience working as a geologist and senior manager for South American mining companies, including time spent as General Manager of Operations for Orosur between and with Barrick Gold from 2008 to December 2012, ultimately as General Manager of Operations for Barrick’s Pascua-Lama project, and before that at Barrick’s Zaldívar mine. Prior to that, Jorge had served in various roles including General Manager of Compañía Minera Maricunga, Superintendent of Mines at Compañía Minera Zaldívar, production geologist for Codelco at the Chuquicamata mine, and as an exploration geologist for Renison Goldfields in Australia. Pursuant to schedule 2(g) of the AIM Rules, within the past five years, Jorge is a former Director of Starmine Ltda. He also has an MBA from Universidad Católica del Norte.
Confirmation of Alejandra Lopez as CFO
Alejandra has been with the Company since 2008, having previously held the role of senior auditor at Ernst & Young (2005-2008). Alejandra holds an MBA from the Universidad de la República in Uruguay and has a strong skill set and knowledge of the Company’s operations, systems and controls as well as a proven track record in finance, accounting, treasury and reporting. Alejandra has grown through the ranks over the years, recently acting as Controller of the Company and since April 2016, has acted as Interim CFO.
Ignacio Salazar, CEO of Orosur, said:
“We are delighted to welcome Jorge Aceituno to the Board and as COO and to confirm Alejandra Lopez’s appointment as CFO. Both are hard working, proven senior executives with strong track records of performance in the Company. Jorge’s experience in the South American gold mining sector is second to none and we are pleased to have him back in the team. Since stepping into the Interim CFO role in April 2016, Alejandra has demonstrated an outstanding commitment to the team and it’s a pleasure to see a long-standing team member grow into a well deserved executive role.
“We have made these decisions to further strengthen our management team in order to keep step with Orosur’s new stage of growth as the Company enters an exciting period when projects are set to develop in Uruguay and Colombia.”
Stock Option Grant and Share Issuance
Officers and employees were granted a total of 1,420,000 stock options and the balance equivalent to 540,000 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 30, 2017 and November 30, 2018, respectively.
As previously announced on December 1, 2015, in reaction to the lower gold price, the Directors and some Officers of the Company agreed to waive 20% of their standard cash compensation and instead receive shares or options. For the period commencing September 1, 2016 and ending November 30, 2016 (the “Period”) a further aggregate of 221,186 fully vested Options and 57,946 common shares (“Shares”) have been granted to directors and officers in lieu of 20% of their standard cash compensation, equivalent to an aggregate cash amount of US$48,833.69. This is the final option or share grant in lieu of standard cash compensation to directors and officers.
All Options are exercisable at a price of Cdn$0.235 per common share, on or before November 30, 2021. Pricing is based on the closing price of the Orosur’s shares on November 30, 2016 on the Toronto Stock Exchange.
A summary of Director and Officer share and option grants and resultant interests is as follows:
| Directors & Officers | Options | Shares | Total | Total | Ownership¹ | ||||||||||
| John Walmsley | 108,577 | - | 1,007,439 | 140,350 | 0.14% | ||||||||||
| Roger Davey | 87,147 | - | 610,442 | 23,500 | 0.02% | ||||||||||
| H.D. Lee | 75,000 | 11,432 | 500,000 | 64,386 | 0.06% | ||||||||||
| Ignacio Salazar | 340,462 | - | 2,024,544 | 723,000 | 0.72% | ||||||||||
| Jorge Aceituno | 150,000 | - | 150,000 | - | 0.00% | ||||||||||
| Alejandra Lopez | 100,000 | - | 310,000 | - | 0.00% | ||||||||||
| Ryan Cohen | 75,000 | 46,514 | 675,000 | 231,452 | 0.23% | ||||||||||
| Total | 936,186 | 57,946 | 5,277,425 | 1,182,688 | 1.18% | ||||||||||
Note 1: Percentage interest in total number of common shares currently issued and outstanding
Note 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.
Application has been made for the Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings will commence on 7, December 2016 in respect of the Shares. Following Admission, the total number of common shares currently issued and outstanding will be 99,951,404 and the total number of options outstanding is 8,234,092 following the options grant.
For more information please visit www.orosur.ca.
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'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
About Orosur Mining Inc.
Orosur Mining Inc. is a fully integrated gold producer, developer and exploration company 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 Company is quoted in Canada (TSX:OMI) and London (AIM:OMI).
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 | Initial | ||||
| 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; | |||||
| 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) 108,577 CAD$0.235
| ||||
| d) | Aggregated information | N/A – single transaction | ||||
| e) | Date of the transaction | 30 November 2016 | ||||
| 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 | Initial | ||||
| 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; | |||||
| 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) 87,147 CAD$0.235
| ||||
| d) | Aggregated information | N/A – single transaction | ||||
| e) | Date of the transaction | 30 November 2016 | ||||
| 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 | Initial | ||||
| 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; | |||||
| 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 shares & options | ||||
| c) | Price(s) and volumes(s) | Volume(s) Volume(s) Price(s) Options 75,000 CAD$0.235 Shares 11,432 CAD$0.235
| ||||
| d) | Aggregated information | N/A – single transaction | ||||
| e) | Date of the transaction | 30 November 2016 | ||||
| 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 | Initial | ||||
| 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; | |||||
| 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) 340,462 CAD$0.235
| ||||
| d) | Aggregated information | N/A – single transaction | ||||
| e) | Date of the transaction | 30 November 2016 | ||||
| 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 | Initial | ||||
| 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; | |||||
| 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) 150,000 CAD$0.235
| ||||
| d) | Aggregated information | N/A – single transaction | ||||
| e) | Date of the transaction | 30 November 2016 | ||||
| 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 | COO & Director | ||||
| b) | Initial Notification/Amendment | Initial | ||||
| 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; | |||||
| 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) 100,000 CAD$0.235
| ||||
| d) | Aggregated information | N/A – single transaction | ||||
| e) | Date of the transaction | 30 November 2016 | ||||
| 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 | ||||
| b) | Initial Notification/Amendment | Initial | ||||
| 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; | |||||
| 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 shares and options | ||||
| c) | Price(s) and volumes(s) | Volume(s) Volume(s) Price(s) Options 75,000 CAD$0.235 Shares 6,514 CAD$0.235
| ||||
| d) | Aggregated information | N/A – single transaction | ||||
| e) | Date of the transaction | 30 November 2016 | ||||
| f) | Place of the transaction | Outside of trading venue | ||||
View source version on businesswire.com: http://www.businesswire.com/news/home/20161130006397/en/
Contact
Orosur Mining Inc
Ignacio Salazar, +1 778-373-0100
Chief Executive Officer
info@orosur.ca
or
Cantor Fitzgerald Europe
David Porter / Craig Francis / Philip Davies
+44 (0) 20 7894 7000
or
FTI Consulting
Ben Brewerton / Oliver Winters / Sara Powell / Emerson Clarke
+44 (0) 20 3727 1000