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Orosur Mining Inc Announces Acquisition of Chilean Gold Property and Placing of up to US$15 million

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRE SERVICES

SANTIAGO, Chile 9 June, 2011. Orosur Mining Inc. (“OMI” or “the Company”) (TSX-V: OMI) (AIM: OMI), a South American-focused gold producer and explorer, announces that is has entered into an agreement, through its wholly-owned subsidiary, Fortune Valley Resources Chile S.A., to acquire a 100 per cent interest in the Talca gold property (“Talca”) in Chile’s Region IV (the “Acquisition”) with Compañía Minera Demetrio Tello and others (the “Vendors”). Concurrently with the Acquisition, OMI announces a proposed private placement of up to US$15 million through the issuance of common shares of the Company (the “Placing”).

Highlights

  • Talca Acquisition
      • Property recently under operation " enhancing production potential
      • High grade artisanal production of approximately 300,000oz of gold in the last 40 years
      • Surface exploration has commenced. An initial drilling program of approximately 7,500m is planned to commence in Q4 2011 with an initial 43-101 targeted to be completed in Q2 2012
      • Fast-track scoping study commencing Q2 2012
      • Acquisition payments of US$3.84 million over approximately 20 months for a 25 per cent interest in Talca with an option to acquire the remaining 75 per cent for US$3.78 million over a five year period
      • 1 per cent net smelter royalty on production
  • Placing
      • Up to US$15 million placing
      • Certain major shareholders and other investors have already indicated their support for the Placing
      • Funds to be used for the Acquisition, Talca exploration and further potential acquisitions and exploration in the Talca district

Commenting on the acquisition David Fowler, CEO of Orosur said:

“The Directors of OMI are always actively looking for opportunities which we believe would add value to our existing portfolio of projects and, more importantly, have the potential to increase significantly shareholder value. We believe Talca to be one of these opportunities and are delighted to announce the acquisition, through our subsidiary, Fortune Valley in Chile.”

Talca Overview and History

Talca has been owned and operated by the Tellos family for approximately 40 years, having produced at an estimated overall average grade of approximately 13g/t gold, from a system of 7 outcropping high grade veins. Talca is located 375km North of Santiago in Region IV of northern Chile. The 1,680 hectare properties are located 15km to the west of Ruta 5 along the Chilean Pacific coast line in the Coastal Cordillera. Talca has a historical artisanal mining history dating back 60 years.

The property hosts two gold mines that have been exploited by artisanal non-mechanized mining during 2011. Historic gold production is approximately 300,000oz of gold. Gold veins on the property are hosted in Paleozoic rocks such as meta-arenite, phyllite, chert and meta-basalts of Devonian-Carboniferous age and interfingering marine and continental sediments of Upper Carboniferous to Permian age. Intrusions of granodiorite to mozodiorite composition and gabbros are locally intruded into these meta-sediments and sediments and have been dated as Triassic-Jurassic age (180-212Ma).

The principal structural control on the property is NNW (320° - 350°) trending shear zones and faults structures between 2 - 4m wide and can be traced from 4 to 8km along strike. Secondary structural control is ± E/W (260° - 285°) striking quartz veins ranging between 0.3 " 4m wide. Gold has been historically mined on both of these structural trends up to depths of over 250m. Grades between 10 - 20g/t gold have been reported and visible gold is common. Other historical and currently operating mines in the district have been mined to depths of up to 600m.

Although significant artisan mining has been undertaken over the years at Talca, the project has not been explored with modern technology and practices.

Talca Exploration Program and Next Steps

The Talca assets comprise a number of mining licenses, property and land easements, each held by members of the Tello family or in separate private limited companies each incorporated in Chile related to the Tello family. As a pre-acquisition step, the Vendors agreed with the Company to incorporate two new special purpose vehicles, Sociedades Contractuales Mineras de Talca and Talca Dos (together ”SCM”) to act as holding companies for the mining licenses.

The Company has agreed with the Vendors to acquire 25 per cent of the issued share capital of SCM for consideration of USD$3,840,000, which includes 25 per cent rights to the land and all easements over the rest of the property owned by the Vendors. The Company has also agreed with the Vendors an option to acquire the remaining 75 per cent of the issued share capital of SCM over a period of 5 years from the date of the Acquisition Agreement for a further consideration of USD$3,780,000, which grants the Company the remaining 75 per cent rights to the land not already acquired. The Acquisition Agreement is conditional on the acceptance of 66.66 per cent of the Vendors in value accepting the offer. The Company has, at the date of this announcement, secured irrevocable undertakings to accept the Company’s offer from 71 per cent of the Vendors.

Upon completion of the Acquisition, anticipated around August 2011, OMI will begin an accelerated exploration program including the completion of underground mine topography, and sampling and surface geologic mapping and sampling as a priority. A 480km linear ground magnetic survey, surface mapping and geochemical sampling has commenced. The Company hopes to advance the initial exploration swiftly in order to plan a first pass exploration drill campaign which will consist of approximately 7,500 metres in the next six months.

OMI intends to fast track production from the mine. Following an aggressive exploration program to commence in 2011, the Company aims to publish its maiden N.I. 43-101 compliant resources during Q2 2012.

As core drill samples are obtained, OMI will commence a metallurgical test work program in parallel with the exploration campaign, so that data is generated to support the forthcoming engineering studies on the project in a timely manner.

The Company anticipates that a scoping study will commence during Q2 2012. Environmental base line data collection is also scheduled to be initiated in 2011 to support the permitting process. The property is fully licensed from the existing operations and it may be possible to submit an upgrade of the current environmental license, rather than a full application, which OMI expects will take less than a year following submission to relevant authorities.

Placing Details

OMI is seeking to raise gross proceeds of up to US$15 million through the issue of new common shares (the "Placing Shares") to both new and existing institutional shareholders and accredited investors (the “Placees”). The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Canaccord Genuity Limited ("Canaccord Genuity"), acting as sole manager, and sole bookrunner (the "Bookrunner") which will be carried out on a reasonable endeavours basis. The identity of Placees and the basis of the allocations are at the sole discretion of the Company and the Bookrunner. The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Placing Price") will be agreed by the Company with the Bookrunner at the close of the book-building process. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the book-building process.

The completion of the Placing is subject to the approval of the TSX Venture Exchange (the “TSX-V”).

Use of Proceeds

OMI intends to use the proceeds of the Placing as follows:

Use of Proceeds Amount

Talca Acquisition 1st Payments US$ 4 M
Talca exploration programme US$ 5 " 7 M
Acquisition and exploration in Talca district Up to US$ 4 M

Total US$ 9 " 15 M

Resignation of Nomad

The Company also announces that Matrix Corporate Capital LLP has resigned as Nominated Adviser to the Company and a new Nominated Adviser will be appointed in due course within the next three months.

For further information, please contact:

Orosur Mining Inc
David Fowler, CEO
Ignacio Salazar, CFO  + 598 2601 6354; info@orosur.ca  

Canaccord Genuity Limited (Sole Bookrunner and Placing Agent)
Mark Williams, +44 (0) 207 050 6758
Ryan Cohen, +44 (0) 207 050 6765
Peter Stewart, +44 (0) 207 050 6561
Bhavesh Patel + 44 (0) 207 050 6751

Matrix Corporate Capital LLP (Nominated Adviser & Broker)
Robin Henshall: +44 (0) 203 206 7172

Blythe Weigh Communications (Public Relations and Investor Relations)
Tim Blythe: +44 (0) 7816 924626
Ana Ribeiro: +44 (0) 7980 321505
Matthew Neal: +44 (0) 7917 800011

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. Forward-looking statements include completion of the Talca acquisition, completion of the private placement, use of proceeds, success of exploration programs and development on the Talca property, expected resource estimate on Talca, commencement of, and results of, a scoping study on Talca, environmental permitting being granted for Talca, and first production at Talca. There can be no assurance that such statements will prove to be accurate; such statements are subject to significant risks and uncertainties and other factors, and actual results and future events could differ materially from those anticipated in such statements. These factors include entering into definitive documentation with the vendor of the Talca property, approval of the vendor’s shareholders, the actual results of current exploration and development activities, project delays, funding needs, future price of metals, conclusions of economic evaluations and other inherent risks involved in the exploration and development of mineral properties described in the Company's most recent annual information form under the heading "Risk Factors" which has been filed electronically by means of the Canadian Securities Administrators' website located at www.sedar.com. The Company disclaims any obligation to update or revise any forward-looking statements if circumstances or management's estimates or opinions should change unless where required by law.

ENDS

Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold in the United States or to “U.S. persons”, as such term is defined in Regulation S promulgated under the 1933 Act, absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

About Orosur Mining Inc. 

Orosur Mining Inc. is a fully integrated gold producer and exploration company focused on identifying and developing gold projects in Latin 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 and Chile. The Company is quoted in Canada (TSX-Venture Exchange: OMI) and London (AIM: OMI).

Copyright 2007 Uruguay Mineral Exploration Inc.
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