Orosur and Waymar Announce Proposed Business Combination

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Orosur Mining Inc. ("Orosur" or the "Company") (TSX:OMI)(AIM:OMI) and Waymar
Resources Ltd. ("Waymar") (TSX VENTURE:WYM) (collectively the "Parties") are
pleased to announce that they have entered into an agreement (the "Arrangement
Agreement") to complete a business combination (the "Acquisition"). Completion
of the Acquisition will create a premier South American gold exploration,
development and production company with a producing mine and exploration assets
in Uruguay and exploration and development projects in established mining
jurisdictions in Chile and Colombia.


The Acquisition has been structured as an amalgamation pursuant to a plan of
arrangement under the Business Corporations Act (British Columbia). Pursuant to
the Acquisition, Orosur will acquire all of the outstanding common shares of
Waymar ("Waymar Shares") in exchange for common shares of Orosur by way of a
statutory scheme of arrangement on the basis of 0.375 of an Orosur common share
(an "Orosur Share") for each Waymar Share (the "Exchange Ratio"). Upon
completion of the Acquisition, outstanding Waymar warrants will be exchanged for
warrants of Orosur subject to adjustments to the number and exercise price in
accordance with the Exchange Ratio. Any stock options of Waymar outstanding on
the effective date will be exercisable into Orosur Shares, subject to
adjustments to the number and exercise price in accordance with the Exchange
Ratio. 


Based on the current outstanding share capital of Waymar, Orosur will issue
approximately 18.5 million Orosur Shares to acquire all of the outstanding
Waymar Shares. Upon completion of the Acquisition, current Orosur shareholders
and current Waymar shareholders will hold approximately 80.9% and 19.1%,
respectively, of the total issued and outstanding Orosur Shares, 


Orosur is being advised in relation to this transaction by Cantor Fitzgerald
Europe. Waymar is being advised in relation to this transaction by PowerOne
Capital Markets Limited. Both Cantor Fitzgerald Europe and PowerOne Capital
Markets Limited provided fairness opinions to the boards of directors of Orosur
and Waymar, respectively.


Transaction Highlights



--  Creation of a cash generative, growth focused exploration, development
    and production company with a portfolio of producing and advanced
    projects in Chile and Uruguay and an exciting, high grade gold
    exploration property in Colombia. 
--  Allows shareholders of both Orosur and Waymar to participate in the
    upside from the advancement of Waymar's 100%-owned Anza Project in
    Colombia. The Anza project covers not only the Anza discovery but also
    several additional targets in the area, which have been already
    identified as prospective and remain untested by drilling. 
--  Addition of a highly experienced and complementary team with proven
    South American track record. 
--  Enhanced shareholder base and liquidity in the London and North American
    capital markets. 
--  Addition of a complementary 'bolt-on' asset for Orosur in form of Anza
    exploration project with a 100% ownership and no mandatory work
    commitments/option fees will enable Orosur to progress activities
    pursuant to ongoing exploration results and capital availability. 
--  Creates an attractive platform for further growth. 



Ignacio Salazar, CEO of Orosur, commented, "The acquisition of Waymar, with
complementary assets to Orosur, will represent an excellent value opportunity
for the shareholders of both companies where the combination is stronger than
the simple addition of the parts. The Anza gold exploration project is an
attractive high grade asset with significant upside which, set alongside our San
Gregorio Mine and Pantanillo and Anillo projects is a major step towards the
creation of a strong and diversified gold company with a well balanced mix of
existing production, exciting exploration and advanced development projects in
South America. I am delighted that, with this transaction, Orosur is not only
acquiring an attractive asset but also adding the business and geological
expertise of the Waymar team to its Board and management. This is in line with
our objective to build the company through expert local knowledge. As ever, we
remain committed to enhancing shareholder value."


Pablo Marcet, CEO of Waymar, commented, "This transaction will provide the
necessary resources and collective expertise to realize the full potential of
our Anza Project and will allow our Waymar shareholders to participate in the
significant growth prospects of the San Gregorio Mine as well as Orosur's
attractive exploration and development projects in Chile and Uruguay. At a time
when many companies in our sector have to resort to severely dilutive financings
or face extinction altogether, Waymar shareholders will have the opportunity to
become part of a stronger company that will create medium and long-term value
for all shareholders."  


The completion of the Acquisition is conditional upon (i) the approval of at
least two-thirds of the votes cast at the annual and special meeting of Waymar
shareholders (the "Waymar Meeting"), (ii) the approval of the Supreme Court of
British Columbia, (iii) regulatory approvals, and (iv) the satisfaction of
certain closing conditions customary for transactions of this nature. The
Arrangement Agreement also provides for, among other things, board support and
non-solicitation covenants (subject to fiduciary obligations of the Waymar board
of directors and a "right to match") as well as payment to Orosur of a break fee
equal to $300,000 and a payment to Waymar of a break fee of $225,000, in either
case if the Acquisition is not completed in certain specified circumstances. The
terms and conditions of the Agreement will be summarized in Waymar's management
proxy circular prepared in connection with the Waymar Meeting. 


The Agreement has been approved by the Board of Directors of each of Waymar and
Orosur. Directors, officers and key investors of Waymar representing
approximately 21.3% of the Waymar Shares entitled to vote at the Waymar Meeting
have entered into lock-up agreements with Orosur under which they have agreed to
vote their Waymar Shares in favour of the Arrangement. 


For more information regarding the proposed Acquisition and the Anza project,
please see an updated corporate presentation available at www.orosur.ca. 


Management & Board Composition 

The Arrangement Agreement contemplates that upon completion of the Acquisition,
Pablo Marcet will join the Orosur executive team and both Pablo Marcet and H.D.
Lee, current directors of Waymar, will join the Board of Directors of Orosur.
Mr. Marcet and Mr. Lee have considerable experience and expertise in mining in
South America, each notably playing respectively key operating (GM Operations)
and financial (CFO) roles for Northern Orion Resources Inc. prior to its
acquisition by Yamana Gold in 2007 for over $1.4 billion. There will be a
further announcement to this effect in due course, as required by the AIM Rules
for Companies and AIM Rules for Nominated Advisors.


About Waymar Resources 

Waymar is a Canadian mineral exploration company with a 100% interest in the
Anza Project, located in the west of the Antioquia Department in the Republic of
Colombia. The Anza Project is part of the Middle Cauca Belt, widely acknowledged
as one of the best endowed Colombian gold trends, hosting deposits like
Buritica, Titiribi, Marmato and La Colosa. 


Waymar currently has 49,245,170 shares outstanding as well as 3,095,000 options
and 5,781,250 warrants outstanding, of which 4,581,250 warrants are due to
expire on June 29, 2014. 


Waymar's consolidated financial statements and MD&A for the year ended December
31, 2013 are available at www.sedar.com. As at December 31, 2013, Waymar
reported gross assets of C$14.3 million. As Waymar is an exploration and
development company, it has not generated any revenue or profits from its
minerals interests. 


For more information on Waymar, please visit www.waymarresources.com.

Further Information 

Waymar and Orosur shareholders, as well as all other interested parties, are
advised to read the materials relating to the Acquisition that will be filed by
Waymar with securities regulatory authorities in Canada when they become
available. Copies of these documents may be obtained free of charge at
www.sedar.com under the profile of Waymar Resources Ltd. 


About Orosur Mining Inc. 

Orosur is a fully integrated gold production, exploration and development
company focused on identifying and developing gold projects in South America.
The Company operates the San Gregorio Mine, the only producing gold mine in
Uruguay, and has an exploration portfolio of high quality assets in Uruguay and
Chile, including the Pantanillo project in the Maricunga Mining district of
Chile. 


Cautionary Statements 

This announcement contains certain forward-looking information and statements
including the completion of the Acquisition and the transactions contemplated
thereby and the benefits of a combined company if the Acquisition is completed.
Orosur and Waymar caution readers not to place undue reliance on forward-looking
information which by its nature is based on current expectations regarding
future events that involve a number of assumptions, inherent risks and
uncertainties, which could cause actual results to differ materially from those
anticipated by Orosur or Waymar. 


Each of Orosur and Waymar disclaim any obligation or undertaking to update,
review or revise such forward-looking information contained in this announcement
to reflect any change in its expectations or any change in events, conditions or
circumstances on which such information is based unless required to do so by
applicable law. 


Forward-looking information is not based on historical facts but rather on
current expectations and assumptions regarding, among other things, that Orosur
and Waymar will complete the Acquisition in accordance with the terms of the
Arrangement Agreement, including obtaining the required approvals and consents
and meeting all conditions. Forward-looking information involves significant
known and unknown risks and uncertainties. A number of factors could cause
actual results to differ materially from those anticipated by Orosur and Waymar
including, but not limited to, whether Waymar shareholder approval will be
obtained, whether the Acquisition will be approved by the Supreme Court of
British Columbia and whether all the conditions under the Agreement will be met.



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


FOR FURTHER INFORMATION PLEASE CONTACT: 
Orosur Mining Inc
Ignacio Salazar
Chief Executive Officer
562 2924 6800
[e-mail]
www.orosur.ca


Waymar Resources Ltd.
Pablo Marcet
Chief Executive Officer
1 [phone]
[e-mail]
www.waymarresources.com


Cantor Fitzgerald Europe
Stewart Dickson / Jeremy Stephenson / Carrie Lun
[phone]


FTI Consulting
Ben Brewerton / Oliver Winters / Sara Powell
[phone]