REG - Oriole Resources PLC - WRAP Retail Offer for up to £200,000

Oriole ResourcesAnnouncement

14/11/2025 07:05

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RNS Number : 5157H  Oriole Resources PLC  14 November 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF ORIOLE
RESOURCES PLC.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF ORIOLE RESOURCES PLC.

 

14 November 2025

 

Oriole Resources Plc

("Oriole Resources" or the "Company")

 

WRAP Retail Offer for up to £200,000

 

Oriole Resources PLC (AIM: ORR), the AIM quoted gold exploration company
focused on West and Central Africa is pleased to announce a retail offer via
the Winterflood Retail Access Platform ("WRAP") to raise up to £200,000 (the
"WRAP Retail Offer") through the issue of new ordinary shares of 0.1 pence
each in the capital of the Company ("Ordinary Shares").  Under the WRAP
Retail Offer up to 83,333,333 new Ordinary Shares (the "WRAP Retail Offer
Shares") will be made available at a price of 0.24 pence per share.

 

As part of the WRAP Retail Offer, the Company has agreed that one warrant for
every one WRAP Retail Offer Shares will be granted (for no additional
subscription cost), with each warrant ("Warrant") entitling the holder to
acquire one new Ordinary Share at a price of 0.36 pence up to 28 November 2027
(the "Warrant Shares").  The Warrants will be subject to an accelerator
mechanism if the volume weighted average price per Ordinary Share exceeds 0.60
pence over a 10 day period during the Warrant term.

 

In addition to the WRAP Retail Offer and as announced at 7.00 a.m. today, the
Company has also conditionally raised approximately £1.8 million (before
expenses) via a placing (the "Placing") of new Ordinary Shares (the "Placing
Shares" and together with the WRAP Retail Offer Shares, the "New Ordinary
Shares") at a price of 0.24 pence per Placing Share (the "Placing Price").
 The Placing Price is equal to the bid-price of the Company's ordinary shares
at close of market on 13 November 2025.  The issue price of the WRAP Retail
Offer Shares is equal to the Placing Price.

 

A separate announcement has been made regarding the Placing and its terms, and
which sets out the reasons for the Placing and use of proceeds.  The proceeds
of the WRAP Retail Offer will add to the working capital of the Company.

 

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing.
 Completion of the WRAP Retail Offer is conditional, inter alia, upon the
completion of the Placing but completion of the Placing is not conditional on
the completion of the WRAP Retail Offer.

 

The WRAP Retail Offer and the Placing are conditional on the New Ordinary
Shares being admitted to trading on AIM.  It is anticipated that Admission
will become effective and that dealings in the New Ordinary Shares will
commence on AIM at 8 a.m. on 28 November 2025.

 

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom following release of this announcement, being
existing shareholders of Oriole Resources Plc and through certain financial
intermediaries.

 

Existing shareholders can contact their broker or wealth manager to
participate in the WRAP Retail Offer.

 

The WRAP Retail Offer is expected to close at 4.30 pm on Monday 17 November
2025.  Eligible shareholders should note that financial intermediaries may
have earlier closing times.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
existing retail shareholders, should contact wrap@winterflood.com.

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary and, prior to the release of this
announcement, shareholders in the Company, which may include individuals aged
18 years or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £500 per investor under the WRAP Retail
Offer.  The terms and conditions on which investors subscribe will be
provided by the relevant financial intermediaries including relevant
commission or fee charges.

 

The Company reserves the right to amend the size of the retail offer at its
discretion.  The Company reserves the right to scale back any order and to
reject any application for subscription under the WRAP Retail Offer without
giving any reason for such rejection.

 

It is vital to note that once an application for WRAP Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

 

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.  The Warrants will, when exercised, be credited as
fully paid Ordinary Shares, and have the right to receive all dividends and
other distributions declared, made or paid after their date of exercise.

 

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Placing Price does not exceed
£200,000, or such size as agreed by the Company.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in section 86(1)(e) of FSMA.  As
such, there is no need for publication of a prospectus pursuant to the
Prospectus Regulation Rules of the Financial Conduct Authority, or for
approval of the same by the Financial Conduct Authority.  The WRAP Retail
Offer is not being made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the WRAP Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for WRAP Retail Offer Shares and
investment in the Company carries a number of risks.  Investors should take
independent advice from a person experienced in advising on investment in
securities such as the WRAP Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk.  The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

It should be noted that the Warrants do not guarantee any return and will
expire if not exercised prior to their expiry date.  If the share price of
the Company does not exceed the exercise price of the Warrants prior to their
expiry date then it is unlikely that any of the Warrants would be exercised.

 

For further information:

 

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

 Martin Rosser / Bob Smeeton / Claire Bay

 Strand Hanson Limited (Nomad)                         Tel +44 (0) 20 740 3494
 Christopher Raggett / James Spinney / Edward Foulkes

 Shard Capital Partners (Placing Agent)                Tel: +44 (020) 7186 9900
 Damon Heath / Andrew Gutman / Isabella Pierre

 Winterflood Retail Access Platform                    WRAP@winterflood.com
 Sophia Bechev, Kaitlan Billings                       0203 100 0214

 

Further information on the Company can be found on its website at
orioleresources.com (http://www.orioleresources.com/)

 

The Company's LEI is 213800X32GJR5AGAR511

 

This announcement should be read in its entirety.  In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Important Notices

 

The content of this announcement, which has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The WRAP Retail Offer Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act") or under
the applicable state securities laws of the United States and may not be
offered or sold directly or indirectly in or into the United States.  No
public offering of the WRAP Retail Offer Shares is being made in the United
States. The WRAP Retail Offer Shares are being offered and sold outside the
United States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the US Securities Act ("Regulation S") to non-US
persons (within the meaning of Regulation S).  In addition, the Company has
not been, and will not be, registered under the US Investment Company Act of
1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which
such offer or solicitation is or may be unlawful.  No public offer of the
securities referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.   This announcement is
not an offer of securities for sale into the United States.   The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.   No public offering
of securities is being made in the United States.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction.  Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455).  Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the WRAP Retail Offer and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements.  When you sell your
investment, you may get back less than you originally invested.  Figures
refer to past performance and past performance is not a reliable indicator of
future results.  Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts.  These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts.  These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements.  These statements are
not guarantees of future performance and are subject to known and unknown
risks, uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such forward-looking
statements.  Given those risks and uncertainties, prospective investors are
cautioned not to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance.  The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete.  None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith.  Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance.  Persons needing advice should consult an independent
financial adviser.  No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
 The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP
Retail Offer will not be admitted to trading on any stock exchange other than
the London Stock Exchange.

 

It is further noted that the WRAP Retail Offer is only open to investors in
the United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (being members
or creditors of a body corporate and includes existing shareholders of the
Company).

 

Strand Hanson, which is authorised and regulated by the FCA in the United
Kingdom, is acting Nominated Adviser to the Company in connection with the
Placing.  Strand Hanson has not authorised the contents of, or any part of,
this announcement, and no liability whatsoever is accepted by Strand Hanson
for the accuracy of any information or opinions contained in this announcement
or for the omission of any material information.  The responsibilities of
Strand Hanson as the Company's Nominated Adviser under the Market Rules for
Companies and the Market Rules for Nominated Advisers are owed solely to
London Stock Exchange plc and are not owed to the Company or to any director
or shareholder of the Company or any other person, in respect of its decision
to acquire shares in the capital of the Company in reliance on any part of
this announcement, or otherwise.

 

Shard Capital Partners LLP ("Shard Capital") is authorised and regulated by
the FCA in the United Kingdom. Shard Capital is acting solely as broker and
bookrunner exclusively for the Company and no one else in connection with the
Bookbuild and the contents of this Announcement and will not regard any other
person (whether or not a recipient of this Announcement) as its client in
relation to the Bookbuild or the contents of this Announcement nor will it be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this Announcement.  Apart from the responsibilities and liabilities, if any,
which may be imposed on Shard Capital by FSMA or the regulatory regime
established thereunder, Shard Capital accepts no responsibility whatsoever,
and makes no representation or warranty, express or implied, for the Bookbuild
or the contents of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection with the
Company and the contents of this Announcement, whether as to the past or the
future.  Shard Capital accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as referred
to above), which it might otherwise have in respect of the contents of this
Announcement or any such statement.]

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

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