Last checked at 30 May 2023 07:00
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, @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 / Harry Davies-Ball
| 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, 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
| 26th 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
| 26th 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
| 26th 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
| 26th 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
| 26th May 2023 | |||
f)
| Place of the transaction
| Outside a trading venue | |||