£600k Placing, including Director's subscriptions

RNS Number : 5065E

Oriole Resources PLC

28 October 2022

 

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Oriole Resources PLC

 ('Oriole' or 'the Company')

Placing to Raise £600k, including £32k Director's subscriptions

Oriole Resources PLC (AIM: ORR), the AIM-quoted exploration company focussed on West Africa, is pleased to announce that it has conditionally raised £600k in a placing, including £32k as subscriptions by certain Directors (together, the 'Placing').

The funds will be used to advance the Company's assets in Cameroon during the 2022/23 field season and, more specifically, will focus on drill target identification at the Central Licence Package ('CLP') Project, as well as on work to support the delivery of a JORC 2012-compliant Inferred Mineral Resource at the Bibemi Gold Project ('Bibemi').

Highlights

· £600k conditionally raised (before expenses) in a placing, including £32k subscriptions by certain Directors);

· In aggregate, 500,000,000 new ordinary shares ('Placing Shares') will be issued at a price of 0.12 pence per share (the 'Placing Price'). The Placing Price is equal to a 27% discount to the 14-day Volume Weighted Average Price ('VWAP') of the Company's ordinary shares at 27 October 2022;

· Immediately following the Placing, the Directors will collectively hold 3.39% of the issued share capital of the Company; and

· Proceeds will primarily be used to advance the Company's exciting exploration assets in Cameroon.

Oriole CFO, Bob Smeeton, said: "The Company has made great progress in advancing its gold assets in Cameroon, most recently with the announcement of a JORC-compliant Exploration Target at Bibemi, as well as excellent early-stage results from the CLP project. Our work continues to justify our belief that Cameroon has the potential to become a new district for gold exploration.

"The progress to date has been rapid and we are now entering a new field season that will see us advance Bibemi towards a maiden Mineral Resource on which the Company can build. We also anticipate that our greenfields exploration programmes at the CLP will help identify the first drill targets there, ahead of planned maiden drilling which is planned from Q4-2023 onwards.

"Consequently, the 2022/23 field season is relatively inexpensive and the fund raise announced today reflects that. As has been widely reported, the global economic conditions are extremely poor, and to be able to successfully complete a fundraise in these market conditions emphasises the demonstrable progress we are making in building market confidence in our assets, as a result of our ongoing work programmes. The raise, which was completed without the overhang of warrants, provides the funds we need to deliver meaningful progress at our exploration projects over the coming months and we look forward to keeping the market updated on that progress." 

Background and Reasons for the Placing

Oriole is an exploration and development company that remains focussed on the exploration of economic mineral deposits, principally gold.  The Company is focussed on developing its assets in Cameroon, where it believes the opportunity exists for a new gold mining district.

Following the corporate changes completed in 2018, good progress has been made at the Company's projects in Cameroon, and it now has a 90% interest in three projects, spanning 10 licences. The Company is also free-carried for up to US$8 million on its joint-venture project in Senegal, where partner IAMGOLD has recently triggered the First Option to earn an initial 51% interest and has begun additional investment toward its Second Option. Additionally, it has a portfolio of legacy investments and royalties that it continues to look to monetise.

At the Bibemi orogenic gold project in northern Cameroon (177 square kilometres ('km² ') ), f our main prospects have been identified to date - Bakassi Zone 1, Bakassi Zone 2, Lawa West and Lawa East - with Bakassi Zone 1 being the most advanced. Since becoming the operator in May 2018, the Company has delivered the following highlights:

· 12 kilometre ('km') long mineralised system identified at surface;

· Rock-chip sampling results delivering up to 135 grammes per tonne ('g/t') gold ('Au');

· 12,500 metres ('m') of trenching completed in 2018/19 to enable maiden drill hole targeting at Bakassi Zone 1 and Bakassi Zone 2 - results of up to 9.00m at 3.14 g/t Au confirmed multiple zones of orogenic type gold mineralisation over a 5km long strike length at Bakassi Zone 1 prospect;

· Completed earn-in to 90%;

· 6,685.40m of diamond drilling in 55 holes (Phases 1 to 4) since 2021 - best results include 14.80m grading 4.27 g/t Au, 6.50m at 3.92 g/t Au, 9.20m at 1.31 g/t Au, 5.20m at 1.97 g/t Au, 2.10m at 19.04 g/t Au and 3.00m grading 12.30 g/t Au;

· Mineralised system confirmed to 150m below surface and remains open along strike and at depth;

· Completion of a ground-based geophysics programme; and

· Delivery of a maiden JORC 2012-compliant Exploration Target for the Bakassi Zone 1 prospect of between six million tonnes and eight million tonnes at grades ranging from 1.50 to 1.70 g/t Au for between 290,000 and 440,000 Troy ounces ('oz) of Au (announcement dated 10 October 2022), calculated independently by Forge International Limited ('Forge'). The potential quantity and grade of the Exploration Target is conceptual in nature.

The remaining activities required in order to define a maiden Mineral Resource Estimate for Bakassi Zone 1 include data verification during a site visit, which will be completed by Forge in the upcoming field season, and by undertaking a pit optimisation exercise to define blocks with reasonable prospects of economic extraction in accordance with JORC guidelines.

At the CLP Project, located in the centre of Cameroon (totalling 3,592km² in area), eight contiguous licences (five defined as Eastern CLP and three defined as Western CLP) cover a land package that has significant potential for orogenic and epithermal style gold mineralisation. All licences were granted in February 2021 and have an initial exploration term of three years, plus three renewable extensions of two years each. Recently, published maps by a World Bank-funded prospectivity programme, 'PRECASEM', have confirmed that the CLP Project overlies the highest priority gold district identified by the programme. Since the licences were granted, the Company has delivered the following highlights:

· Remote sensing interpretation of the geology and structural controls;

· Regional stream sediment sampling over the Eastern CLP that confirmed gold anomalism (up to 291 parts per billion ('ppb') Au) in multiple drainage basins;

· Semi-regional soil sampling over six Priority 1 follow-up targets delineated multiple two-three km long gold-in-soil anomalies, in addition to a 12.5km-long anomalous zone within the Mbe licence. The highest soil result from Mbe was 838 ppb Au (0.84 g/t Au); and

· An additional application made for contiguous licence 'Maboum' - a successful outcome would expand the holding to over 4,000km².

The proceeds will primarily be used to progress the targets identified within the Eastern CLP, through low-cost, systematic exploration including detailed mapping, rock-chip sampling, ground-based geophysics and infill soil sampling. The team is working towards first drill target identification at the project by Q4-2023.

Further Details on the Placing and the Placing Agreement and the appointment of SPA as joint broker

The Company has conditionally raised £600k before expenses (including £32k as subscriptions by certain Directors) through the issue of 500,000,000 new ordinary shares at the Placing Price. The Placing Price is equal to a 27% discount to the 14-day VWAP of the Company's ordinary shares at 27 October 2022.

The Company has entered into a Placing Agreement with SP Angel Corporate Finance LLP ('SPA') under which SPA has agreed to use its reasonable endeavours to procure placees for the Placing Shares at the Placing Price. The Placing has not been underwritten. 

The Placing Agreement contains warranties in favour of SPA given by the Company with respect to its business and certain matters connected with the Placing. In addition, the Company has given customary indemnities to SPA in connection with the Placing and its performance of services in relation to the Placing. SPA has the right to terminate the Placing Agreement in specified circumstances.

Under the terms of the Placing Agreement, upon successful completion of the Placing, SPA will be appointed as joint-broker to the Company and 4,166,666 ordinary shares in the Company shall be issued to SPA in lieu of cash for their services as a Broker (the 'SPA Shares').

Directors' participation in the Placing

The following Directors have subscribed for shares in the Placing as follows:

Name	No. of Existing Ordinary Shares	No. of Subscription Shares	Number of Ordinary Shares held post Admission of Placing Shares	Percentage of enlarged issued share capital following Admission of Placing Shares and the SPA Shares	Total Option holdings post Admission	Total Warrant holdings post Admission
Eileen Carr(1)	17,609,493	16,666,667	34,276,160	1.27%	0	11,111,111
Tim Livesey  (2)	20,746,415	4,166,667	24,913,082	0.92%	35,979,940	2,777,778
Robert Smeeton (3)	19,423,374	4,166,667	23,590,041	0.87%	28,383,952	6,666,666
David Pelham (4)	2,636,895	1,666,667	4,303,562	0.16%	3,290,446	0

(1) Eileen Carr is beneficially interested in 5,077,980 Ordinary Shares held by Hargreaves Lansdown Nominees Limited and 12,531,513 Ordinary Shares held in AJ Bell Securities Limited.

(2) Tim Livesey is beneficially interested in 20,746,415 Ordinary Shares held by  Hargreaves Lansdown Nominees Limited.

(3) Robert Smeeton is beneficially interested in 19,423,374 Ordinary Shares held by  Hargreaves Lansdown Nominees Limited.

(4) David Pelham is beneficially interested in 2,636,895 Ordinary Shares held by  Hargreaves Lansdown Nominees Limited.

Further information on these dealings is included in the PDMR dealing notifications below.

Following the Placing, the Directors will collectively hold 3.39% of the issued share capital of the Company as outlined in the above table.

The participation in the Placing by the Directors, as set out in the above table, is deemed to be a related party transaction pursuant to the AIM Rules for Companies (the 'AIM Rules').

The Director independent of the participation in the Placing (being Claire Bay), considers, having consulted with the Company's nominated adviser, Grant Thornton UK LLP, that the terms of the Directors' participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Admission and Dealings of the Shares

The Placing Shares and SPA Shares will be issued as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared on or after the date on which they are issued.

Application will be made to the London Stock Exchange for the Placing Shares and SPA Shares to be admitted to trading on AIM ('Admission') at 8.00 a.m. on or around 2 November 2022.

Total Voting Rights

Following Admission of the Placing Shares and the SPA Shares, the Company's issued share capital will be 2,702,587,729 Ordinary Shares. This figure of 2,702,587,729 may be used by 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 FCA's Disclosure Guidance and Transparency Rules.

Competent Persons Statement  

The information in this announcement that relates to the Exploration Target is based on data compiled by Mr. Robert Davies, EurGeol, CGeol, an independent consultant to Oriole. Mr Davies is a Director of Forge International Limited. Mr Davies has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Davies consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The information in this release that relates to Exploration Results has been compiled by Claire Bay (Executive Director, Exploration and Business Development). Claire Bay (MGeol, CGeol) is a Competent Person as defined in the JORC code and takes responsibility for the release of this information. Claire has reviewed the information in this announcement and confirms that she is not aware of any new information or data that materially affects the information reproduced here.

The press releases and JORC Table 1 for Exploration Results for the relevant projects can be found on the Company's website, www.orioleresources.com . 

** ENDS **

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

or contact:

Oriole Resources PLC Tim Livesey / Bob Smeeton / Claire Bay	Tel: [phone]
BlytheRay (IR/PR contact) Tim Blythe / Megan Ray / Rachael Brooks	Tel: [phone]
Grant Thornton UK LLP Samantha Harrison / George Grainger / Ciara Donnelly	Tel: [phone]
SP Angel Corporate Finance LLP Ewan Leggat / Harry Davies-Ball	Tel: [phone]
Shard Capital Partners LLP Damon Heath / Erik Woolgar / Isabella Pierre	Tel: [phone]

Notes to Editors:

Oriole Resources PLC is an AIM-listed exploration company, focussed on West Africa . It is focused on early-stage exploration in Cameroon (Bibemi, Wapouzé and Central Licence Package projects) and the more advanced Senala gold project in Senegal, where IAMGOLD has the option to spend US$8m to earn a 70% interest. Under the terms of the Option Agreement, IAMGOLD has recently met its first commitment by spending US$4 million within an initial four years and will shortly acquire a 51% interest in Senala. The Company has several interests and royalties in companies operating throughout Africa and Turkey that could deliver future cash flow, and it continues to assess new opportunities in both regions.  

ANNEX - PDMR notifications

Template for notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Timothy James Livesey
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Oriole Resources PLC
b)	LEI	213800X32GJR5AGAR511
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	Ordinary shares of 0.1 pence each in the capital of the Company
	Identification code	Ordinary share ISIN: GB00B0T29327
b)	Nature of the transaction	Purchase of new ordinary shares pursuant to a placing
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			0.12p	4,166,667
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	28th October 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Robert Smeeton
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Oriole Resources PLC
b)	LEI	213800X32GJR5AGAR511
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	Ordinary shares of 0.1 pence each in the share capital of the company
	Identification code	Ordinary share ISIN: GB00B0T29327
b)	Nature of the transaction	Purchase of new ordinary shares pursuant to a placing
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			0.12p	4,166,667
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	28th October 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	David Pelham
2	Reason for the notification
a)	Position/status	Non-executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Oriole Resources PLC
b)	LEI	213800X32GJR5AGAR511
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	Ordinary shares of 0.01 pence each in the share capital of the company
	Identification code	Ordinary share ISIN: GB00B0T29327
b)	Nature of the transaction	Purchase of new ordinary shares pursuant to a placing
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			0.12p	1,666,667
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	28th October 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Eileen Carr
2	Reason for the notification
a)	Position/status	Non-Executive Chair
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Oriole Resources PLC
b)	LEI	213800X32GJR5AGAR511
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	Ordinary shares of 0.01 pence each in the share capital of the company
	Identification code	Ordinary share ISIN: GB00B0T29327
b)	Nature of the transaction	Purchase of new ordinary shares pursuant to a placing
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			0.12p	16,666,667
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	28th October 2022
f)	Place of the transaction	Outside a trading venue

 

END

 

 

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