Lanstead Subscription and Sharing Agreement

Oriole Resources PLC

01 August 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

1 August 2023

Oriole Resources PLC

("Oriole Resources", the "Company" or the "Group")

Lanstead Subscription and Sharing Agreement

Oriole Resources (AIM: ORR), the AIM-quoted exploration company focussed on West Africa, is pleased to announce a conditional subscription to raise £1,767,000 (the "Subscription") through the issue of 930,000,000 new ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") at a price of 0.19 pence per Ordinary Share (the "Issue Price") to institutional investor Lanstead Capital Investors L.P. ("Lanstead"), together with a related sharing agreement ("Sharing Agreement") pursuant to which the Company pledges the gross proceeds of the Lanstead Subscription.

Highlights

·    Subscription for 930,000,000 new Ordinary Shares (the "Lanstead Subscription Shares") by Lanstead at an Issue Price of 0.19 pence to raise £1,767,000 (the "Lanstead Subscription").

The Issue Price of 0.19 pence represents a 21% premium to the closing mid-market price (of 0.15 pence) of the Ordinary Shares on 31 July 2023, the latest business date prior to the announcement of the Subscription.

·    The £1,767,000 gross proceeds of the Lanstead Subscription will be pledged to Lanstead by the Company pursuant to a Sharing Agreement with Lanstead. The Sharing Agreement, details of which are set out below, entitles the Company to receive back those proceeds on a pro rata monthly basis over a period of 24 months, subject to adjustment upwards or downwards each month depending on the Company's share price at the time relative to the Benchmark Price of 0.2533 pence per share. The monthly settlement amounts for the Sharing Agreement are structured to commence approximately six weeks following Admission.

·    The Sharing Agreement provides the opportunity for the Company to benefit from positive future share price performance; an underlying reason for undertaking the fund raise in this way.

·    The proceeds of the Sharing Agreement will be used primarily to provide funding for the Group, as Oriole continues its strategy of seeking joint-venture partnerships and project-level financing.

·    Immediately following completion of the Subscription, Lanstead will hold a 26.23% interest in the Company.

Oriole Resources CEO, Tim Livesey, commented: "We are delighted to have brought Lanstead onto the shareholder register. The mechanics of the Sharing Agreement provide the Company with significant upside to the proceeds that can be received, which a traditional market placing would not have provided. Ongoing discussions around project-level financing for the Eastern CLP, and a partnership deal on Bibemi, will be greatly strengthened by having an institutional investor on board, whilst we continue to await the trigger events that will enable the monetisation of the legacy asset portfolio.

"The Sharing Agreement is designed to remove the market's customary nervousness about cash availability, and we are hopeful that we can move to a position whereby good news increases the share price, which will drive increased proceeds from the Sharing Agreement, which we can use to drive further exploration success."

Background to the Subscription and Sharing Agreement

Lanstead has conditionally agreed to subscribe for the Lanstead Subscription Shares at the issue price of 0.19 pence for gross proceeds of £1,767,000. The Subscription proceeds will be pledged to Lanstead under the Sharing Agreement pursuant to which the Company is entitled to receive back those proceeds on a pro rata monthly basis over a period of 24 months, subject to adjustment upwards or downwards each month depending on the Company's share price at the time.

A significant factor in Oriole's decision to enter into the Subscription is that the Sharing Agreement provides the opportunity for the Company to benefit from positive future share price performance.  There is no upper limit placed on the additional proceeds which could be received by the Company as part of the monthly settlements and the amount available in subsequent months is not affected.  Whilst the Company notes the corresponding risk that a fall in Oriole Resources' share price could reduce the amount of proceeds received, as explained below, the Directors expect the Company's projects to make considerable positive advancements over the 24-month term of the Sharing Agreement. If these advancements are successful, and if the success of these advancements is reflected in Oriole Resources' share price, the Company expects the proceeds to be received from Lanstead to exceed the amount pledged under the Sharing Agreement.

The proceeds will primarily be used to provide funding for the Group, as Oriole continues its strategy of seeking joint-venture partnerships and project-level financing. Any additional proceeds received, beyond those needed for corporate purposes, will be used towards direct exploration at the Company's projects in Cameroon.

Further information on the Lanstead Subscription

Pursuant to the subscription agreement between the Company and Lanstead (the "Lanstead Subscription Agreement"), 930,000,000 new Ordinary Shares have today been allotted and will be issued, conditional upon Admission, to Lanstead at 0.19 pence per Lanstead Subscription Share for an aggregate subscription value of £1,767,000.

The Lanstead Subscription proceeds of £1,767,000 will immediately following Admission be pledged to Lanstead under the Sharing Agreement under which Lanstead will then make, subject to the terms and conditions of that Sharing Agreement, monthly settlements (subject to adjustment upwards or downwards) to the Company over 24 months, as detailed below. As a result of entering into the Sharing Agreement, the aggregate amount ultimately received by the Company under the Lanstead Subscription and the Sharing Agreement may be more or less than £1,767,000, as further explained below.

Notwithstanding the Subscription Price of 0.19 pence, shareholders should note that the share price of the Company needs to be on average over the 24 months of the Sharing Agreement at or above the Benchmark Price of 0.2533 pence per share for the Company to receive at least, or more than, the gross Subscription of £1,767,000.

The Lanstead Subscription Shares will be issued credited as fully paid and will rank pari passu in all respects with the Company's existing issued Ordinary Shares. The Lanstead Subscription is conditional, inter alia, on admission of the Lanstead Subscription Shares to trading on AIM, and there being: (i) no breach of certain customary warranties given by the Company to Lanstead at any time prior to Admission (which is expected on or around 7 August 2023); and (ii) no force majeure event occurring prior to Admission.

The Sharing Agreement

In addition to the Lanstead Subscription, the Company has entered into the Sharing Agreement, pursuant to which Oriole will pledge the £1,767,000 gross proceeds of the Lanstead Subscription to Lanstead.  The Sharing Agreement will enable the Company to share in any share price appreciation over the Benchmark Price (as defined below).  However, if the Company's share price is less than the Benchmark Price then the amount received by the Company under the Sharing Agreement will be less than the gross proceeds of the Lanstead Subscription which were pledged by the Company to Lanstead at the outset.

The Sharing Agreement provides that the Company will receive 24 monthly settlement amounts as measured against a benchmark share price of 0.2533 pence per Ordinary Share (the "Benchmark Price"). The monthly settlement amounts for the Sharing Agreement are structured to commence approximately six weeks following Admission.

If the measured share price (the "Measured Price"), calculated as the average of each day's volume weighted share price ("VWAP") of the Company's Ordinary Shares over a 20-day period prior to the monthly settlement date, exceeds the Benchmark Price, the Company will receive more than 100% of that monthly settlement due on a pro rata basis according to the excess of the Measured Price over the Benchmark Price. There is no upper limit placed on the additional proceeds receivable by the Company as part of the monthly settlements and the amount available in subsequent months is not affected.  Should the Measured Price be below the Benchmark Price, the Company will receive less than 100% of the monthly settlement calculated on a pro rata basis and the Company will not be entitled to receive the shortfall at any later date. As such, the final determination of the total amounts to be received under the Sharing Agreement will only be known after the 24 months have elapsed.

For example, if on a monthly settlement date the calculated Measured Price exceeds the Benchmark Price by 10%, the settlement on that monthly settlement date will be 110% of the amount due from Lanstead on that date.  If on the monthly settlement date the calculated Measured Price is below the Benchmark Price by 10%, the settlement on the monthly settlement date will be 90% of the amount due on that date. Each settlement as so calculated will be in final settlement of Lanstead's obligation on that settlement date.

Assuming the Measured Price equals the Benchmark Price on the date of each and every monthly settlement, Oriole Resources would receive 24 monthly settlement amounts of £73,625, totalling in aggregate proceeds of £1,767,000 (before expenses) from the Lanstead Subscription and Sharing Agreement. Examples of the proceeds from the Sharing Agreement to be received each month, based upon varying levels of average share price in the month, are shown in the Appendix to this announcement.

In addition, the Company has agreed to issue to Lanstead 83,700,000 new Ordinary Shares ("Value Payment Shares") in connection with entering into the Sharing Agreement.

In no event will fluctuations in the Company's share price result in any increase in the number of Lanstead Subscription Shares issued by the Company or received by Lanstead. The Sharing Agreement allows both Lanstead and the Company to benefit from future share price appreciation.

In total, Lanstead will be issued with 1,013,700,000 new Ordinary Shares (including the 83,700,000 Value Payment Shares) pursuant to the Lanstead Subscription which, when issued, will equate to approximately 26.23% of the Company's enlarged issued share capital following Admission.

No shares, warrants or additional fees are owed to Lanstead at any point during this agreement other than those disclosed above.

The Directors believe that the Sharing Agreement potentially provides a number of benefits to the Company and its shareholders including: the certainty of additional investment, albeit the amount of proceeds to be received under the agreements is wholly dependent on the Company's share price each month over the term of the Sharing Agreement; the opportunity to benefit from positive future share price performance; and that the amount of shares issued is fixed, together with the cost of their issue.

Authority to allot shares

The allotment of the Lanstead Subscription Shares, and the Value Payment Shares is being made pursuant to existing authorities to allot shares and other relevant securities and to disapply pre-emption rights under section 551 of the Companies Act 2006, which the Directors were given at the Company's Annual General Meeting held on 8 June 2023.

Admission and Total Voting Rights

Application will be made for the Lanstead Subscription Shares and the Value Payment Shares to be admitted to trading on the AIM market of the London Stock Exchange ("Admission"). It is anticipated that Admission to AIM will occur at 8.00 am, on or around 7 August 2023.

Following Admission the Company will have 3,864,539,005 Ordinary Shares in issue. The figure of 3,864,539,005 may be used by the Company's shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

About Lanstead

Lanstead is a global investment firm that provides funding for ongoing business objectives to listed small and mid-cap growth companies. In London, Lanstead focus on equity investments in companies already listed or quoted on the London Stock Exchange or European exchanges and on management teams with a clear growth strategy.

Lanstead's extensive experience allows it to invest in most industries, focusing on providing supportive, longer-term capital that rewards company growth. Companies with Lanstead on the shareholder register via an equity placement to Lanstead with an accompanying Lanstead sharing agreement can benefit from a unique and flexible approach to finance growth. This provides the opportunity for companies to benefit from additional cash beyond the original placing proceeds without having to issue additional shares.

Further information is available at www.Lanstead.com

Appendix - example returns from the Lanstead Sharing Agreement

In relation to each of the months in the 24 month calculation period:

Average 20 Day VWAP	0.1900p	0.2533p	0.3166p
Benchmark Price	0.2533p	0.2533p	0.2533p
20-day VWAP as % of Benchmark Price	75%	100%	125%
Settlement from Lanstead in the month	£55,219	£73,625	£92,031
Proceeds over 24-month period if Average 20 Day VWAP is at this level for the entire period	£1,325,250	£1,767,000	£2,208,750

For further information please visit www.orioleresources.com, @OrioleResources on Twitter, or contact:

Oriole Resources Plc	Tel: [phone]
Tim Livesey / Bob Smeeton / Claire Bay
BlytheRay (IR/PR Contact)	Tel: [phone]
Tim Blythe / Megan Ray
Grant Thornton UK LLP	Tel: [phone]
Samantha Harrison / George Grainger / Ciara Donnelly
SP Angel Corporate Finance LLP Ewan Leggat / Harry Davies-Ball	Tel: [phone]

Notes to Editors:

Oriole Resources PLC is an AIM-listed gold exploration company, operating in West Africa. It is focussed on early-stage exploration in Cameroon, where the Company has a maiden Resource of 305,000 oz Au in the JORC Inferred category at the Bibemi project and has identified multi-kilometre gold and lithium anomalism within the district-scale Central Licence Package project. At the more advanced Senala gold project in Senegal, Oriole was advised by IAMGOLD on 26 April 2023 that AGEM Senegal Exploration Suarl ('AGEM') was now a wholly-owned subsidiary of Managem Group. As previously announced, AGEM has earned an initial 51% beneficial interest by spending US$4 million and has the option to spend up to a further US$4 million by 28 February 2024 to earn a further 19% interest. Reverse Circulation drilling is planned as part of AGEM's Year 6 programme at Senala. The Company also has several interests and royalties in companies operating in East Africa and Turkey that could deliver future cash flow.

 

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