REG - Oriole Resources PLC - Board commits to further Salary Sacrifice Plan

Oriole ResourcesAnnouncement

30/05/2023 07:15

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RNS Number : 8893A  Oriole Resources PLC  30 May 2023

Oriole Resources PLC

('Oriole Resources' or 'the Company' or 'the Group')

 

Board commits to further Salary Sacrifice Plan,

New Share Option Remuneration Plan

 and

Notification of Directors Dealings

 

Oriole Resources (AIM: ORR), the AIM-quoted exploration company focussed on
West Africa, provides details of a further Salary Sacrifice Plan and a New
Share Option Remuneration Plan agreed by the Board of Directors ('the Board').
This follows the completion last month of a share-based salary sacrifice
scheme (announcement dated 12 May 2023) that saw the entire Board take shares
in the Company in lieu of £90,000 net salary.

 

Oriole Resources Remuneration Committee Chairman, David Pelham, said: "This
award of options reflects the continuing desire of the Board to invest
salaries into the equity of the Company, so retaining cash for exploration
purposes, and also recognises the success of the team in delivering
exploration objectives in Cameroon. The salary sacrifice element of this award
replaces the salary sacrifice for shares arrangements that have been running
since June 2022."

 

Salary Sacrifice Plan

In order to continue to maximise cash available for ongoing exploration work,
the Board has agreed to a new plan to sacrifice 25% of its contractual salary
payments for the six-month period commencing May 2023 in return for the issue
of share options. Share options are considered a more favourable financial
instrument than fully-paid shares, since the tax deferral that options provide
will enable significantly more cash conservation in the Company.

 

New Share Option Remuneration Plan

Alongside the Salary Sacrifice Plan, the Company has also agreed to grant
options to the Company's Board and to certain members of staff. Additionally,
an incentive scheme is being introduced in respect of the Company's
Cameroonian employees who have worked hard to successfully deliver Cameroons
first JORC compliant resource for gold. The Company has made this award in
order to compensate the team for its dedication, hard work, and in lieu of
material salary increases that would be in line with inflationary wage
trends.

The awards have been determined by the Remuneration Committee and, in the case
of the members of the Remuneration Committee and other employees, determined
by the Executive Directors.

 

In aggregate, the Company is to issue 177,000,000 options ('the Options') at
an exercise price of 0.2 pence per Ordinary Share of the Company ('Ordinary
Shares'), an 8% premium to the closing price at 26 May 2023, utilising the
Company's existing shareholder authority.

 

These options will vest in the following tranches:

 

 Vesting Date       Number of options
 Immediately        54,250,000
 30 June 2023       10,750,000
 31 July 2023       10,750,000
 31 August 2023     10,750,000
 30 September 2023  10,750,000
 31 October 2023    10,750,000
 31 May 2024        34,500,000
 31 May 2025        34,500,000

 

The Options are not subject to performance conditions and will expire after
ten years. In aggregate, this award of Options is equivalent to 6.21% of the
current issued share capital of the Company.

 

The awards include 160,500,000 options in respect of awards to Directors as
set out below:

 

               Options issued under Salary Sacrifice Plan  Options issued under New Share Option Remuneration Plan  Total new options issued  Total unexercised options  Total unexercised warrants  No. of ordinary shares held  Ordinary shares held as a % of issued shares
 Eileen Carr   6,300,000                                   18,000,000                                               24,300,000                24,300,000                 11,111,111                  152,672,969                  5.36%
 Tim Livesey   22,500,000                                  18,000,000                                               40,500,000                76,479,940                 2,777,778                   38,308,323                   1.34%
 David Pelham  4,200,000                                   18,000,000                                               22,200,000                25,490,446                 -                           6,681,075                    0.23%
 Claire Bay    13,500,000                                  24,000,000*                                              37,500,000                47,530,000                 1,666,667                   9,739,901                    0.34%
 Bob Smeeton   18,000,000                                  18,000,000                                               36,000,000                64,383,952                 6,666,666                   32,436,378                   1.14%

 

*includes a performance-based bonus.

 

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

 

** ENDS **

 

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.

 

For further information please visit www.orioleresources.com
(http://www.orioleresources.com/) ,  @OrioleResources on Twitter,

or contact:

 

 Oriole Resources PLC                                   Tel: +44 (0)23 8065 1649

 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

 

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.

Annex

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                                                         Eileen Carr

 2    Reason for the notification

 a)   Position/status                                              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 0.1 pence each in the capital of the Company

      Identification code                                          Ordinary share ISIN: GB00B0T29327

 b)   Nature of the transaction                                    Issue of share options

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     0.2               24,300,000

 d)   Aggregated information

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      26(th) May 2023

 f)   Place of the transaction                                     Outside a trading venue

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Tim Livesey

 2    Reason for the notification

 a)   Position/status                                              CEO

 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                                    Issue of share options

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     0.2               40,500,000

 d)   Aggregated information

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      26(th) May 2023

 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                                              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 0.1 pence each in the capital of the Company

      Identification code                                          Ordinary share ISIN: GB00B0T29327

 b)   Nature of the transaction                                    Issue of share options

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     0.2               22,200,000

 d)   Aggregated information

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      26(th) May 2023

 f)   Place of the transaction                                     Outside a trading venue

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Claire Bay

 2    Reason for the notification

 a)   Position/status                                              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 0.1 pence each in the capital of the Company

      Identification code                                          Ordinary share ISIN: GB00B0T29327

 b)   Nature of the transaction                                    Issue of share options

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     0.2               37,500,000

 d)   Aggregated information

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      26(th) May 2023

 f)   Place of the transaction                                     Outside a trading venue

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Bob Smeeton

 2    Reason for the notification

 a)   Position/status                                              CFO

 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                                    Issue of share

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     0.2               36,000,000

 d)   Aggregated information

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      26(th) May 2023

 f)   Place of the transaction                                     Outside a trading venue

 

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