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WYM Waymar Resources Ltd

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Share Name Share Symbol Market Type
Waymar Resources Ltd TSXV:WYM TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Orosur and Waymar Complete Plan of Arrangement and Announce Director Additions

10/07/2014 1:30pm

Marketwired Canada


NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION


Orosur Mining Inc. ("Orosur" or the "Company") (TSX:OMI)(AIM:OMI) and Waymar
Resources Ltd. ("Waymar"), (TSX VENTURE:WYM) are pleased to announce the
completion of the previously announced acquisition of Waymar by Orosur by way of
a court approved plan of arrangement (the "Acquisition"). 


Under the terms of the Acquisition, Orosur issued 18,466,938 common shares
("Orosur Shares") to be exchanged for 49,245,170 common shares of Waymar
("Waymar Shares"), in accordance with Waymar's management information circular
dated May 29, 2014, which provided that shareholders of Waymar would exchange
each outstanding Waymar Share for 0.375 of an Orosur Share. As of July 9, 2014,
this was equivalent to C$0.116 per Waymar Share, based on the trading price of
Orosur Shares of C$0.31 per Orosur Share.


In addition, in connection with the Acquisition, Orosur's wholly owned
subsidiary, 1001545 B.C. Ltd., amalgamated with Waymar (the "Amalgamation"). In
connection with the Amalgamation, 49,245,170 Waymar Shares were cancelled and 2
shares (representing all of the issued and outstanding shares) of the
amalgamated entity also called Waymar Resources Ltd. were issued to Orosur. 


Pursuant to the terms of the Acquisition, 1,012,500 Orosur Shares may become
issuable to holders of Waymar options and warrants. Orosur intends to make an
application to have Waymar cease to be a reporting issuer in all of the
applicable provinces of Canada. The Waymar Shares will be delisted from the TSX
Venture Exchange at the close of business on Thursday, July 10, 2014.


Prior to the Acquisition, the total number of Orosur Shares was 78,168,143, with
options outstanding of 3,183,835. As a result of the Acquisition, Orosur issued
18,466,938 Orosur Shares to be exchanged for all of the outstanding Waymar
Shares. The total number of Orosur Shares currently issued is 96,635,081 with
options and warrants outstanding of 4,196,335.


The Acquisition creates 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.


Changes to the Board

In connection with the Acquisition, Orosur is pleased to welcome Mr. Horng Dih
("H.D.") Lee as a non-executive director to the board of Orosur and Mr. Pablo
Marcet as a senior executive and director to the board.


Pablo Marcet

Mr. Marcet has over 20 years of experience in mining, exploration and project
development. He participated in the start-up of the giant Escondida copper mine
in Chile and held various managerial positions for BHP Billiton in East Africa
and in South America. From 2003 to 2007 he was president of Northern Orion
Resources Inc.'s Minera Agua Rica. Northern Orion was sold to Yamana Gold in
2007 for a fully diluted amount of $1.6 billion. Mr. Marcet holds a Masters
degree in economic geology from Harvard and an MBA from the University of
Phoenix.


H.D. Lee

Mr. Lee is currently the Chief Financial Officer and Corporate Secretary of
Eastern Platinum Ltd. (TSX:ELR). Mr. Lee obtained his Chartered Accountant
designation with Deloitte & Touche and holds an MBA from the University of
British Columbia. He has more than 25 years of experience in finance,
accounting, treasury and administration in public mining companies. Prior to
joining Eastern Platinum, he held senior financial positions with formerly
listed TSX companies Northern Orion Resources Inc., Ivanhoe Mines Ltd. and
Diamond Fields Resources Inc.


Ignacio Salazar, CEO of Orosur, commented, "We are delighted that the Waymar
acquisition has completed according to schedule. The acquisition will add the
attractive high grade Anza project to our growing portfolio and, set alongside
our San Gregorio producing mine and Pantanillo and Anillo exploration projects,
represents a significant step towards the creation of a diversified and
profitable gold producer in South America. Orosur's track record of successful
mine development coupled with its funding capacity will de-risk the exploration
and development of the Anza and is intended to maximise the value of the project
for both Orosur and Waymar shareholders.


As a result of the acquisition, we welcome Pablo Marcet and H.D. Lee to the
Company and the Board of Orosur. They bring with them a wealth of expertise and
experience in not only bringing exploration assets into production, but also
scaling up operations. 


We remain committed to unlocking and enhancing shareholder value, not only by
delivering on our current assets but by also integrating complementary assets
into our portfolio."


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


Appendix

Information provided in accordance with paragraph (g) of Schedule 2 to the AIM
rules:


Mr. Pablo Marcet, aged 51

Names of all companies and partnerships of which the director has been a
director or partner at any time in the previous five years, indicating whether
or not the director is still a director or partner:




Current Appointments                  Former Appointments                   
U308 Corp.                            None in previous five years           
Waymar Resources Ltd.                                                       
Geo Logic SA                                                                
Rayoso SA                                                                   



Following completion of the Acquisition and Admission, Mr. Marcet will be
interested in 412,500 common shares in the Company, representing 0.43 per cent.
of the issued share capital. In addition Mr. Marcet holds 271,875 options over
the Company's common shares, which are exercisable at C$0.267.


Mr. Horng Dih. Lee, aged 53

Names of all companies and partnerships of which the director has been a
director or partner at any time in the previous five years, indicating whether
or not the director is still a director or partner:




Current Appointments                  Former Appointments                   
Eastern Platinum Limited              None in previous five years           
Waymar Resources Ltd.                                                       
Jazz Financial Ltd.                                                         



Following completion of the Acquisition and Admission, Mr. Lee will be
interested in 7,500 common shares in the Company, representing 0.01 per cent. of
the issued share capital. In addition Mr. Lee holds 165,000 options over the
Company's common shares, which are exercisable at C$0.267.


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.
Orosur operates the San Gregorio Mine, the only producing gold mine in Uruguay,
and has an exploration portfolio of high quality assets in Uruguay, Colombia and
Chile, including the Pantanillo project in the Maricunga Mining district of
Chile with over 1 million ounces of gold in measured and indicated resources. 


A copy of the early warning report will appear with Orosur's documents on the
SEDAR website at www.sedar.com. A copy of the early warning report may also be
obtained by contacting Marcos Moreno, Orosur's corporate secretary at (416)
848-7744.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Ignacio Salazar, Chief Executive Officer
Tel: + 562 2924 6800
info@orosur.ca


Cantor Fitzgerald Europe
Stewart Dickson / Jeremy Stephenson / Carrie Lun
Tel: +44 (0) 20 7894 7000


FTI Consulting
Ben Brewerton / Oliver Winters / Sara Powell
Tel: +44 (0) 20 3727 1000


Orosur Mining Inc.
36 Toronto Street, Suite 1000
Toronto, Ontario
M5C 2C5

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