£600k Placing, including Director’s subscriptions
28/10/2022 11:00
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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 ('km(2)')), four 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 3,592km(2) 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 4,000km(2).
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 Total Option holdings post Admission Total Warrant holdings post Admission
enlarged issued
share capital
following
Admission of Placing Shares and the SPA Shares
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
(http://www.orioleresources.com) .
** ENDS **
For further information please visit www.orioleresources.com
(http://www.orioleresources.com/) , @OrioleResources on Twitter,
or contact:
Oriole Resources PLC Tel: +44 (0)20 7830 9650
Tim Livesey / Bob Smeeton / Claire Bay
BlytheRay (IR/PR contact) Tel: +44 (0)20 7138 3204
Tim Blythe / Megan Ray / Rachael Brooks
Grant Thornton UK LLP Tel: +44 (0)20 7383 5100
Samantha Harrison / George Grainger / Ciara Donnelly
SP Angel Corporate Finance LLP Tel: +44 (0)20 3470 0470
Ewan Leggat / Harry Davies-Ball
Shard Capital Partners LLP Tel: +44 (0)20 7186 9900
Damon Heath / Erik Woolgar / Isabella Pierre
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 28(th) 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
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