Placing and Subscription to Raise approx £1.576m

RNS Number : 3038B

Oriole Resources PLC

07 October 2020

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Following 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 and Subscription to Raise approximately £1.576 million,
Notice of General Meeting and Posting of Circular to Shareholders 

Oriole Resources PLC (AIM: ORR), the AIM-quoted exploration company focussed on West Africa, is pleased to announce that it has conditionally raised approximately £1.576 million before expenses (being approximately £1.551 million in a placing and approximately £0.025 million as subscriptions by certain Directors) (together, the 'Placing') through the issue of, in aggregate, 463,402,941 new ordinary shares ('Placing Shares') at a price of 0.34 pence per share (the 'Placing Price'). The Placing Price represents a 15% discount to the price of the Company's ordinary shares at close of market on 6 October 2020, and a 15% discount to the 30-day Volume Weighted Average Price ('VWAP').

The Company is intending to raise up to a further approximately £0.293 million, equating to a further 86,117,647 new ordinary shares (the 'Offer Shares'), by way of an offer through the NR Private Markets platform (the 'Offer'). The Offer has already received irrevocable commitments for approximately £0.243 million. Further details of this Offer will be announced shortly.

Share warrants will also be issued to each subscriber in the Placing and the Offer, with one warrant to be issued for every two shares subscribed for, for a maximum total of 274,760,294 warrants (the 'Warrants'). The Warrants will have an exercise price of 0.68 pence per share and an expiration date of 24 months from the date of the issue of the Placing Shares or the Offer Shares. The Warrants will also be subject to an accelerator provision, such that if at any time during the 24 month duration of the Warrants the 10 day volume-weighted average price (VWAP) of Oriole ordinary shares exceeds 1.02 pence per share, the Company may give Warrant holders notice to exercise their Warrants within 10 business days following the Company's notice and to pay the exercise price in full within 15 business days following the Company's notice, failing which the Warrants will automatically expire.

The Warrants will not be traded on any exchange and will otherwise be issued subject to the terms and conditions set out in a warrant instrument to be executed by the Company.

Both the Placing and the Offer are subject to the approval of shareholders at a General Meeting. A General Meeting to seek such shareholder approval is being scheduled for 27 October 2020. A Circular containing the notice of General Meeting will be posted to the Company's shareholders on or around 9 October 2020, and will also be made available on the Company's website. Further details on the General Meeting are below.

In aggregate, the proceeds from both the Placing and the Offer will primarily be used to support ongoing exploration at the Company's projects in Cameroon, including completion of a 3,000-metre maiden drill programme at Bibemi, for which a drill rig is already being mobilised (Announcement dated 24 September 2020). It will also provide the Company with general working capital, whilst management continues to deliver on its asset realisation programme and look for new early-stage opportunities to complement the portfolio.

Oriole Resources PLC Chairman, John McGloin, said:

"With early rock chip sampling at Bibemi returning grades up to 135.40 grammes per tonne gold and extensive trenching work having returned encouraging results, including 9 metres grading 3.14 grammes per tonne, the next logical step is to undertake a systematic drilling programme to test the vertical depth extension of the mineralisation.

"Early stage exploration work is frequently discounted by the market from company valuations until drill intersections are available and consequently, we believe this work will help to drive shareholder value.

"I am pleased to report that Directors have subscribed for 7,352,941 of the Placing Shares, equating to £25,000. This is in addition to the contribution to the Company by the Board this year through salary sacrifice for the four-month period from November 2019, whereby approximately £120,000 of salaries were foregone in exchange for share options."

Background

Oriole is an exploration and development company that remains focussed on exploration of economic mineral deposits, principally gold. The Board of the Company aims to create value for shareholders using experienced partners to develop the Company's mineral portfolio.

In Cameroon, Oriole's Bibemi and Wapouzé licences are held in conjunction with its partner BEIG3, a well-respected local geological services company. Oriole has met its initial commitment of US$1.56 million to secure an option for 51% ownership of these licences. Subject to ongoing results, the Company expects to spend a further US$1.56 million by June 2022 to earn-in to a 90% interest in the projects. In addition, and in continued partnership with BEIG3, the Company has applied for eight new licences in central Cameroon, over which it will have 90% ownership.

The Company's next major step in Cameroon will be to commence drilling at its Bibemi licence in the north of the country. The results of the structural geology review at the Bakassi prospect (announcement dated 22 January 2020) added significantly to Oriole's understanding of the mineralised system and enabled it to identify 17 drill targets (for 1,940 metres) within Zones 1 and 2. Further work will be conducted in the fourth quarter 2020 to extend the planned programme to 3,000 metres. The Company is extremely encouraged by the geological potential of the Bakassi zone; robust results from rock-chip sampling and trenching and the evidence of horizontally-stacked mineralised veins gives this area real open pit potential. Oriole's work through early 2020 has been to draw up budgets and finalise a drilling contract (announcement dated 24 September 2020). Mobilisation of the rig is underway, with drilling expected to commence towards the end of the year.  Customs clearance of the drilling equipment is subject to renewal of the existing licence, a process that is well-advanced and is expected to complete within the coming weeks.

Oriole is also anticipating the receipt of its licences for the new district scale ground package in Central Cameroon. These licences have been chosen ahead of a number of other potentially attractive areas that were available to the Company. Oriole is confident that the selection process it applied, including consultation across its team of geologists, will be well-rewarded once the Company starts work on the ground. This will initially comprise remote sensing and regional-scale stream sediment sampling to identify targets for follow-up programmes.

Reasons for the Placing and Offer  

The results of Oriole's early stage work at Bibemi, in Cameroon, demonstrate potential for the discovery of a new orogenic gold deposit, with significant grades, and evidence of stacked mineralised veins across multiple zones. The logical next step is a drilling campaign to test the vertical extension of the features identified during its extensive trenching work. Planning for a maiden 3,000 metre drilling programme is well underway, and a drill rig is currently being mobilised to site (announcement dated 24 September 2020). The majority of the funds being raised will be ringfenced for this programme.

There is also a need for working capital to fund the initial stream sediment sampling at the Central Cameroon licences as they start to come through. This district scale licence package shows great potential and commencing work as soon as possible will enable Oriole to maximise its first mover advantage in Cameroon.

In addition, the Company has been reviewing a number of other business opportunities, in the European-African time zones that offer significant potential for an exploration programme that would complement its existing portfolio. In these uncertain times reducing geographic exposure to individual countries is a sensible move, and it would also provide the Company with a more consistent flow of news during the year rather than being bound to the West African field season. Having some available working capital to pursue the most attractive of the opportunities would, the Company believes, be beneficial to its shareholders.

The net proceeds of the Placing and the irrevocable commitments already received under the Offer, of a minimum of approximately £1.818 million in aggregate, will, in the opinion of the Directors, provide sufficient capital to fund:

· Oriole's UK Technical team that oversees and manages the Company's exploration projects;

· Further exploration work at Bibemi, including a planned 3,000 metres of diamond drilling;

· Preliminary exploration work across the approximate 3,500 km² package of new licences currently under application, with regional stream sediment sampling forming part of the Company's Year 1 programme;

· Provide working capital for business development opportunities;

· Funding of Oriole's general and administrative expenses for six months from December 2020, covering the Company's management of the asset portfolio, including the administration of its interest in the Senala joint venture, its AIM compliance costs, and administrative overheads.

Further funds received from the Offer, in excess of the funds from irrevocable commitments already received, will provide additional working capital.

Further Details on the Placing and the Placing Agreement

The Company has conditionally raised approximately £1.576 million before expenses (being approximately £1.551 million in a placing and approximately £0.025 million as subscriptions) through the issue of 463,402,941 new ordinary shares at the Placing Price. The Placing is subject to the Company gaining shareholder authority for the issue of the new Ordinary Shares on a non-pre-emptive basis. The Placing Price represents a 15% discount to the price of the Company's ordinary shares at close of market on 6 October 2020, and a 15% discount to the 30-day Volume Weighted Average Price ('VWAP').

The Company has entered into a Placing Agreement with Shard Capital Partners LLP ('Shard') under which Shard 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 Shard Capital Partners 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 Shard Capital Partners in connection with the Placing and their performance of services in relation to the Placing. Shard Capital Partners have rights to terminate the Placing Agreement in specified circumstances.

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 Warrants to be Issued	Number of Ordinary Shares held post Admission	Percentage of enlarged issued share capital following Admission (3)	Total Option and Warrant holdings post Admission
John McGloin	-	4,411,765	2,205,882	4,411,765	0.3%	6,436,456
Tim Livesey  (1)	6,315,369	1,470,588	735,294	7,785,857	0.5%	30,715,234
Robert Smeeton (2)	3,572,327	1,470,588	735,294	5,042,915	0.4%	23,119,246

(1) Tim Livesey is beneficially interested in 6,315,369 Ordinary Shares held by  Hargreaves Lansdown Nominees Limited.

(2) Robert Smeeton is beneficially interested in 3,572,327 Ordinary Shares held by  Hargreaves Lansdown Nominees Limited.

(3) The percentage holding assumes the maximum number of shares are issued under the Offer and that shareholders approve the issue of the Placing and Offer Shares.

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

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 David Pelham), 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

The Placing Shares and the Offer 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 Offer Shares to be admitted to trading on AIM ('Admission'). Subject to shareholder approval at the General Meeting, it is anticipated that Admission will become effective and that dealings in the Placing and Offer Shares will commence at 8.00 a.m. on 29 October 2020.

Notice of General Meeting

The General Meeting to approve the resolutions required to enable the completion of the Placing is scheduled for 10.00 a.m. on 27 October 2020 at Wessex House, Upper Market Street, Eastleigh, Hampshire, SO50 9FD. 

As a result of the ongoing COVID-19 pandemic, the measures that the UK Government has put in place restricting public gatherings and being mindful of the health and safety of Oriole's shareholders, employees and stakeholders, the AGM will be a closed meeting.  Accordingly, shareholders will not be permitted to attend in person and are encouraged to vote via proxy form in advance of the meeting date. The Company shall ensure that a quorum (being two shareholders present in person or by proxy) is present in accordance with the Company's articles of association, so as to allow the business contained in this Notice of AGM to be conducted.

The Chairman of the meeting will direct that all resolutions will take place by way of a poll, rather than a show of hands, to ensure that proxy votes are recognised, in order to accurately reflect the views of shareholders. The voting results on the resolutions put to the AGM will be announced to the market following the closure of the AGM. The Company will continue to monitor the situation and, if circumstances change such that shareholders in general are able to attend the AGM, the Company will make an announcement via a Regulatory Information Service and provide an update on its website.

A Circular containing the notice of General Meeting, proxy form and a letter from the Chairman, will be posted to the Company's shareholders on 9 October 2020. The Circular and proxy form will also be available on the Company's website at  https://orioleresources.com/investors/aim-rule-26/ .  

In order to assist with voting, the Directors will host a live online Q&A session ahead of the General Meeting. Final details of the date, time and joining instructions will be notified by RNS reach in the next few days.

** 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]
Blytheweigh (IR/PR contact) Tim Blythe / Megan Ray / Rachael Brooks	Tel: [phone]
Grant Thornton UK LLP Samantha Harrison / Niall McDonald	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 and Wapouzé projects) and the more advanced Senala gold project in Senegal, where IAMGOLD has the option to spend US$8m to earn a 70% interest. Year 2 commitments have been met at all three projects. 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)
			0.34p	1,470,588
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	6th October 2020
f)	Place of the transaction	Outside a trading venue

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	Warrants over ordinary shares of 0.1 pence each in the capital of the Company
	Identification code	Ordinary share ISIN: GB00B0T29327
b)	Nature of the transaction	Warrants over new ordinary shares issued pursuant to a placing
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			Nil	735,294
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	6th October 2020
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)
			0.34p	1,470,588
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	6th October 2020
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	Warrants over 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	Warrants over new ordinary shares pursuant to a placing
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			Nil	735,294
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	6th October 2020
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John McGloin
2	Reason for the notification
a)	Position/status	Non-Executive Chairman
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)
			0.34p	4,411,765
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	6th October 2020
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John McGloin
2	Reason for the notification
a)	Position/status	Non-Executive Chairman
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	Warrants over 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	Warrants over new ordinary shares pursuant to a placing
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			Nil	2,205,882
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	6th October 2020
f)	Place of the transaction	Outside a trading venue

 

END

 

 

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