REG - Oriole Resources PLC - Issue of Salary Sacrifice Shares
20/04/2023 07:15
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RNS Number : 8276W Oriole Resources PLC 20 April 2023
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')
Issue of Salary Sacrifice Shares
Oriole Resources PLC (AIM: ORR), the AIM-quoted exploration company focussed
on West Africa, announces that a total of 7,655,885 ordinary shares will be
issued to members of the Board in relation to £21k of gross salary foregone
during Q1-2023. The shares will be issued at a 13% premium to their previously
agreed pricing under the six-month salary sacrifice scheme (announcement dated
2 November 2022).
This update follows today's earlier announcement that the Company has raised
£195.5k via a subscription by its Non-Executive Chair, Eileen Carr.
Highlights
· A total of 7,655,885 shares will be issued to members of the Board in
relation to £21k of gross salary foregone, at a price of 0.17p which, in
recognition of the recent uplift in share price, is at a 13% premium to the
price agreed when the scheme was set up;
· Since June 2022, the Board has collectively committed to salary
sacrifices totalling £133.5k of gross salaries;
· Immediately following settlement of the Salary Sacrifice shares, the
Directors will collectively hold 8.34% of the issued share capital of the
Company.
Further Details on Salary Sacrifice Scheme
In November 2022, the Company entered into a six-month commitment whereby 20%
of Director's gross salaries would be subject to a salary sacrifice scheme
(announcement dated 2 November 2022). Under that agreement, the net sacrificed
salary would be applied to subscribe for new ordinary shares at the end of
each month or as soon as practically possible thereafter and the number of
such Salary Sacrifice Shares to be issued would be calculated based on the
price equal to the 30-day VWAP at the end of each month. The first and second
tranches of Salary Sacrifice Shares issued under that scheme were announced on
15 December 2022 and 4 January 2023 respectively.
During Q1-2023, the Board has sacrificed a further £21k gross cumulative
salary and will be undertaking a conversion to shares. Due to the recent 31%
increase in the Company's share price over the last week, the Board has agreed
that, rather than using a 30-day WVAP at the end of each month, it would be
more appropriate for the conversion price to be the same as for the
Subscription Shares referred in today's earlier announcement regarding the
£195.5k subscription by the Company's Non-Executive Chair, Eileen Carr. Using
this price of 0.17p, being the closing price on 19 April 2023, 7,655,885 new
ordinary shares in the Capital of the Company ('Ordinary Shares') will be
issued as set out below:
Name Number of Ordinary Shares Issued Resultant shareholding in the Company Percentage of the issued share capital of the Company( 1
(https://polaris.brighterir.com/public/oriole_resources/news/regulatory_news/story/xle2dpw#_ftn1)
)
Eileen Carr 988,235 152,399,799 5.35%
Tim Livesey 2,503,676 37,616,250 1.32%
David Pelham 658,828 6,498,960 0.23%
Claire Bay 1,502,205 9,324,658 0.33%
Bob Smeeton 2,002,941 31,882,720 1.12%
( 1 )Note: Discrepancies may occur due to rounding.
Further information on these dealings is included in the PDMR dealing
notifications below.
Following Admission of the Subscription Shares and the Salary Sacrifice
Shares, the Directors will collectively hold 8.34% of the issued share capital
of the Company as outlined in the above table.
Admission and Dealings of the Shares
The Salary Sacrifice 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 Subscription
Shares and Salary Sacrifice Shares to be admitted to trading on AIM
('Admission') at 8.00 a.m. on or around 25 April 2023.
Total Voting Rights
Following Admission of the Subscription Shares and the Salary Sacrifice
Shares, the Company's issued share capital will be 2,848,722,746 Ordinary
Shares. This figure of 2,848,722,746 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.
** ENDS **
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 / Richard Parlons
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,
IAMGOLD is the operator and has the option to spend US$8 million to earn a
70% interest. Under the terms of the Option Agreement, IAMGOLD has met its
first commitment by spending US$4 million within an initial four years and
has therefore earned an initial 51% beneficial interest in Senala. On 20
December 2021, IAMGOLD announced that it had signed a definitive agreement to
sell its portfolio of projects in West Africa, including its interest in
Senala, to Managem Group. IAMGOLD expects the transaction to close in
Q3-2023. The Company also has several interests and royalties in companies
operating in East Africa and Turkey that could deliver future cash flow.
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 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 Issue of shares in lieu of salary.
c) Price(s) and volume(s)
Price(s) Volume(s)
0.17p 988,235
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 2023.04.19
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 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 shares in lieu of salary.
c) Price(s) and volume(s)
Price(s) Volume(s)
0.17p 2,503,676
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 2023.04.19
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 Issue of shares in lieu of salary.
c) Price(s) and volume(s)
Price(s) Volume(s)
0.17p 2,002,941
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 2023.04.19
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 Issue of shares in lieu of salary.
c) Price(s) and volume(s)
Price(s) Volume(s)
0.17p 658,828
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 2023.04.19
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 - Exploration & Business Development
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 Issue of shares in lieu of salary.
c) Price(s) and volume(s)
Price(s) Volume(s)
0.17p 1,502,205
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 2023.04.19
f) Place of the transaction Outside a trading venue
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