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£195.5k Subscription by Non-Executive Chair

20 Apr 2023 07:00

RNS Number : 8275W
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')

 

£195.5k Subscription by Non-Executive Chair

 

Oriole Resources PLC (AIM: ORR), the AIM-quoted exploration company focussed on West Africa, is pleased to announce that it has raised £195.5k via a subscription (the 'Subscription') by its Non-Executive Chair, Eileen Carr.

 

With the current field season in Cameroon drawing to a close, the funds will primarily be used for working capital, whilst the Company continues to develop project-level funding opportunities and joint-venture partnerships at its projects, including the recently announced Eastern CLP funding process (announcement dated 11 April 2023).

 

Highlights

 

· £195.5k raised through a subscription by Non-Executive Chair, Eileen Carr;

· In aggregate, 115,000,000 new ordinary shares ('Subscription Shares') will be issued at a price of 0.17 pence per share (the 'Subscription Price'). The Subscription Price is equal to the mid-price of the Company's ordinary shares at close of market on 19 April 2023;

· Proceeds will primarily be used for working capital to enable the Company to continue to develop project-level funding opportunities and joint-venture partnerships at its exploration projects in Cameroon;

· Immediately following settlement of the Subscription shares, Eileen Carr will hold 5.33% of the issued ordinary share capital of the Company and the Directors will collectively hold 8.10% of the issued ordinary share capital of the Company.

 

 

Oriole CEO, Tim Livesey, said: "As a management team and Board we are delighted to see this show of confidence from our Chair by way of her private placement in the Company.

"We all share Eileen's vision that Oriole Resources is at the beginning of an exciting journey of discovery in Cameroon, where we have been successful in all our exploration efforts to date, including the definition and publication of the first JORC resource for gold at our Bibemi project."

 

 Oriole Non-Executive Chair, Eileen Carr, said: "Having been Chair of Oriole for just over a year, I have seen the great work our exploration team has completed on the ground in Cameroon and the exciting results we are achieving from both our Bibemi project and the Central Licence Package. I hope this investment demonstrates my commitment to the success of Oriole and underlines my belief in the team and our assets."

 

 

Further Details on the Subscription

 

The Company has conditionally raised £195.5k through the issuance of 115,000,000 new ordinary shares at the Subscription Price to Non-Executive Chair, Eileen Carr. The Subscription Price is equal to the mid-price of the Company's ordinary shares at close of market on 19 April 2023.

 

Eileen Carr has subscribed for shares in the Subscription as follows:

Name

No. of Existing Ordinary Shares

No. of Subscription Shares

Number of Ordinary Shares held post Admission of Subscription Shares

Percentage ofenlarged issuedshare capitalfollowingAdmission of Subscription

Total Option holdings post Admission

Total Warrant holdings post Admission

Eileen Carr

36,411,564(1)

115,000,000 (2)

151,411,564 (3)

5.33%

0

11,111,111

(1) Eileen Carr is beneficially interested in 3,391,524 Ordinary Shares held by Hargreaves Lansdown Nominees Limited and 33,020,040 Ordinary Shares held by AJ Bell Securities Limited.

(2) Eileen Carr has today sold 115,000,000 Subscription Shares at 0.17 pence per share to her self invested personal pension scheme and, accordingly, 115,000,000 Subscription Shares will be held in the name of Hargreaves Lansdown Nominees Limited. Eileen Carr's beneficial interest in the Ordinary Shares of the Company is not effected by this transaction.

(3) Eileen Carr is beneficially interested in 118,391,524 Ordinary Shares held by Hargreaves Lansdown Nominees Limited and 33,020,040 Ordinary Shares held by AJ Bell Securities Limited.

 

The participation in the Subscription by Eileen Carr, 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 Directors independent of the Subscription (being all of the Directors excluding Eileen Carr), consider, having consulted with the Company's nominated adviser, Grant Thornton UK LLP, that the terms of the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.

 

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

 

Following Admission of the Subscription Shares, the Directors will collectively hold approximately 8.10% of the issued share capital of the Company.

 

Admission and Dealings of the Shares

 

The Subscription 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 to be admitted to trading on AIM ('Admission') at 8.00 a.m. on or around 24 April 2023.

 

Total Voting Rights

 

Following Admission of the Subscription Shares, the Company's issued share capital will be 2,841,066,861 Ordinary Shares. This figure of 2,841,066,861 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, @OrioleResources on Twitter, 

or contact:

 

Oriole Resources PLC

Tim Livesey / Bob Smeeton / Claire Bay

 

Tel: +44 (0)23 8065 1649

BlytheRay (IR/PR contact)

Tim Blythe / Megan Ray / Rachael Brooks

 

Tel: +44 (0)20 7138 3204

Grant Thornton UK LLP

Samantha Harrison / George Grainger / Ciara Donnelly

 

Tel: +44 (0)20 7383 5100

SP Angel Corporate Finance LLP

Ewan Leggat / Richard Parlons

 

Tel: +44 (0)20 3470 0470

 

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

 

 

Purchase of new ordinary shares pursuant to a subscription.

c)

 

Price(s) and volume(s)

Price(s)

Volume(s)

0.17p

115,000,000

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

 

 

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

 

 

Sale to Eileen Carr's self invested personal pension scheme of existing ordinary shares.

c)

 

Price(s) and volume(s)

Price(s)

Volume(s)

0.17p

115,000,000

d)

 

Aggregated information

- Aggregated volume

n/a

- Price

e)

 

Date of the transaction

 

 

2023.04.19

f)

 

Place of the transaction

 

 

AIM, London Stock Exchange

 

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 by Eileen Carr's self invested personal pension scheme of existing ordinary shares.

c)

 

Price(s) and volume(s)

Price(s)

Volume(s)

0.17p

115,000,000

d)

 

Aggregated information

- Aggregated volume

n/a

- Price

e)

 

Date of the transaction

 

 

2023.04.19

f)

 

Place of the transaction

 

 

AIM, London Stock Exchange

 

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MSCFLFETSTIALIV
Date   Source Headline
24th Apr 20247:00 amRNSMbe Exploration Update
8th Apr 20247:00 amRNSSenala Update: Licence Renewed for Second Term
28th Mar 20247:00 amRNSFinal Results and Notice of AGM
25th Mar 20247:00 amRNSBibemi Update: Phase 5 Drilling Programme
29th Feb 20243:50 pmRNSReceipt of Second Tranche of Mbe Signature Payment
26th Feb 20247:00 amRNSMbe Exploration Update
19th Feb 202412:26 pmRNSReplacement: Completion of Second Option Period
19th Feb 20247:00 amRNSCompletion of Second Option Period at Senala
31st Jan 20247:00 amRNSTotal Voting Rights
30th Jan 202410:32 amRNSReceipt of $500,000 towards Mbe Signature Payment
24th Jan 20247:00 amRNSExercise of Warrants and Total Voting Rights
22nd Jan 20241:08 pmRNSExercise of Warrants, Directors Dealings and TVR
22nd Jan 20247:00 amRNSSampling Results & Completion of DD at Mbe
19th Jan 20247:00 amRNSExecution of Mbe Conditional Earn-In Agreement
15th Jan 20247:00 amRNSUpdated JORC Resource for Bibemi Gold Project
8th Jan 202410:20 amRNSReceipt of US$450,000 Bibemi Signature Payment
5th Jan 20247:00 amRNSExecution of Bibemi Earn-In Agreement
2nd Jan 20247:00 amRNSCorporate Update
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22nd Nov 202312:08 pmRNSInvestor Meetings
21st Nov 20233:03 pmRNSSP Angel Analyst Coverage
20th Nov 20237:05 amRNSMbe Update - Heads of Terms signed with BCM
20th Nov 20237:00 amRNSBibemi Update - Heads of Terms signed with BCM
29th Sep 20237:00 amRNSInterim Results
27th Sep 20237:00 amRNSWapouzé Project Update, Cameroon
31st Aug 20237:00 amRNSTotal Voting Rights
8th Aug 202311:58 amRNSHolding(s) in Company
1st Aug 20237:00 amRNSLanstead Subscription and Sharing Agreement
21st Jul 20237:00 amRNSLithium Exploration Update, Cameroon
4th Jul 202311:31 amRNSInvestor Presentation
21st Jun 20237:00 amRNSSignificant Mineralised Intervals Returned at Mbe
15th Jun 20237:00 amRNSBibemi Exploration Update, Cameroon
8th Jun 202311:48 amRNSResult of Annual General Meeting
31st May 202310:36 amRNSTotal Voting Rights
30th May 20237:00 amRNSBoard commits to further Salary Sacrifice Plan
26th May 202311:06 amRNSInvestor Presentation
24th May 20237:00 amRNSMbe Exploration Update, Cameroon
16th May 20237:00 amRNSSenala Exploration Update
12th May 20237:00 amRNSIssue of Salary Sacrifice Shares
5th May 20234:28 pmRNSPosting of Annual Report and Notice of AGM
20th Apr 20237:15 amRNSIssue of Salary Sacrifice Shares
20th Apr 20237:00 amRNS£195.5k Subscription by Non-Executive Chair
18th Apr 20237:00 amRNSR&D Rebate from HMRC Delivers £157k
11th Apr 20237:00 amRNSStrategic Update – Eastern CLP Gold Project
27th Mar 20237:00 amRNSEastern CLP Exploration Update, Cameroon
9th Mar 202312:44 pmRNSFinal Year Results Interview
9th Mar 20237:00 amRNSFinal Results and Notice of AGM
27th Feb 20237:00 amRNSCLP delivers further high-grade gold results
2nd Feb 20237:00 amRNSLithium Pegmatites Confirmed at the CLP Project

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