Orosur Mining Inc — Director's Dealing 2024

Nov 1, 2024

==> picture [93 x 50] intentionally omitted <==

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:

	RSUs Granted			Total RSUs	% Shareholding
Directors & Officers	from cancellation	RSUs awarded	Options awarded	and options	currently held in
	of options			held	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	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.