Oriole Regulatory News (ORR)

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')

Financing and Update on Bibemi Drilling

Oriole Resources PLC (AIM: ORR), the AIM-quoted exploration company focussed on West Africa, announces details of a financial package of measures totalling £400k, including an equity raise worth £340k. The funds will be used to advance the Company's assets in Cameroon, and more specifically will focus on drill target identification at the Central Licence Package ('CLP') Project during the 2023 dry season as well as on work to support both the submission of a technical study, required to support a two-year licence extension in Q4-2022, and progression towards a JORC Compliant Exploration Target at the Bibemi gold Project ('Bibemi').

Highlights

· Phase 4 diamond drilling recently completed at Bibemi for 531.30 metres ('m') to test the potential for horizontal veining that could enhance the mineralised volume near-surface;

· Visually, the geology supports the theory and so samples will now be prepared for analysis;

· £300k conditionally raised (before expenses) in a placing and £40k subscriptions by certain Directors (together, the 'Placing');

· In aggregate, 188,888,888 new ordinary shares ('Placing Shares') will be issued at a price of 0.18 pence per share (the 'Placing Price'). The Placing Price is equal to a 14% discount to the 30-day Volume Weighted Average Price ('VWAP') of the Company's ordinary shares at 28 June 2022;

· Share warrants will be issued to each participant in the Placing, with one warrant to be issued for every Placing Share subscribed for. The Warrants will have an exercise price of 0.25 pence per share, an expiration of 36 months and an accelerator price of 0.60 pence per share with further terms outlined in the Further Details section below;

· In addition, the Board intends to enter into a salary sacrifice scheme whereby £96k, in aggregate, of the Board's gross salaries will be subject to a salary sacrifice scheme over a four-month period from June 2022. The intention is that the net sacrificed salary (approximately £60k) will then be applied to subscribe for new ordinary shares at the end of each month or as soon as practically possible thereafter. The number of such shares to be issued will be calculated based on the price equal to the 30-day VWAP at the end of each month. Based on the current prevailing share price, the expected number of shares to be issued pursuant to the salary sacrifice scheme is approximately 28.0 million;

· Immediately following the Placing, the Directors will collectively hold 2.26% of the issued share capital of the Company;

· Proceeds will primarily be used to advance the Company's exciting exploration assets in Cameroon.

Oriole CFO, Bob Smeeton, said: "The funds raised in this Placing will primarily be used to continue the Company's grassroot exploration at the CLP Project, towards initial drill target definition in 2023, and to progress the Bibemi technical study that will support a two-year extension in October 2022. 

"I am pleased to report that the Directors have subscribed for 22,222,222 of the Placing Shares, equating to £40k. In addition to this, and to ensure that the majority of the funds are spent on direct exploration, the entire Board is intending to enter into a salary for shares package totalling £96k of gross salaries. With the markets being extremely challenging currently, the Board is committed to making sure that the Company's projects are progressed in a timely yet cost-appropriate manner, and with a minimal percentage of total spend on G&A. This is particularly relevant as we head into the rainy season and are busy closing down our drilling camp at Bibemi."

Background and Reasons for the Placing

Oriole is an exploration and development company that remains focussed on the exploration of economic mineral deposits, principally gold. The Board of the Company aims to create value for shareholders by using experienced partners to develop the Company's mineral portfolio.

Following the structural changes completed in 2018, good progress has been made at the Company's projects in Cameroon, and it now has a 90% interest in three projects, spanning 10 licences. The Company is also free-carried for up to US$8 million on its joint-venture project in Senegal, where partner IAMGOLD has recently triggered the First Option to earn an initial 51% interest. Additionally, it has a portfolio of legacy investments and royalties that it continues to look to monetise.

At the Bibemi orogenic gold project in northern Cameroon (177km2), four main prospects have been identified to date - Bakassi Zone 1, Bakassi Zone 2, Lawa West and Lawa East - with Bakassi Zone 1 being the most advanced. Since becoming the operator in May 2018, the Company has delivered the following highlights:

· 12km-long mineralised system identified at surface;

· Rock-chip sampling results delivering up to 135 grammes per tonne ('g/t') gold ('Au');

· 12,500m trenching completed in 2018/19 to enable maiden drill hole targeting at Bakassi Zone 1 and Bakassi Zone 2 - results up to 9.00m at 3.14 g/t Au confirmed multiple zones of orogenic type gold mineralisation over a 5km long strike length at Bakassi Zone 1 prospect;

· Completed earn-in to 90%;

· 6,154.10m of diamond drilling in 49 holes (Phases 1 to 3) during 2021 - best results include 6.50m at 3.92 g/t Au, 9.20m at 1.31 g/t Au, 5.20m at 1.97 g/t Au and 2.10m at 19.04 g/t Au;

· System confirmed to 100m below surface and remains open along strike and at depth;

· Completion of a ground-based geophysics programme.

A Phase 4 drilling programme has recently been completed for 531.30m to test the theory that horizontal veining exists and could enhance the mineralised volume near-surface. Visually, the geology supports that theory. Two inclined holes, PBBDD049 and PBBDD060, from the previously reported planned programme (announcement dated 30 May 2022) were relocated to test the Lawa West and Lawa East targets, where recent artisanal activity had identified further evidence of horizontal and sub-vertical structural interaction. All samples will now be prepared for analysis and the results will also be built into the Groups' 3D model. It is hoped that this will enable the definition of a JORC Compliant Exploration Target at the Bibemi Project later this year. The Company is also working towards the submission of a technical report, that will support a two-year extension at the licence in Q4-2022 (announcement dated 15 June 2022) and is simultaneously in the process of transferring the licence to its subsidiary company, OrrCam2 Sarl.

At the CLP Project, located in the centre of Cameroon (3,592km2), eight contiguous licences (five defined as Eastern CLP and three defined as Western CLP) cover a land package that has significant potential for orogenic and epithermal style gold mineralisation. All licences were granted in February 2021 and have an initial exploration term of three years, plus three renewable extensions of two years each. Recently published maps by a World Bank-funded prospectivity programme, 'PRECASEM', have confirmed that the CLP Project overlies the highest priority gold district identified by the programme. Since the licences were granted, the Company has delivered the following highlights:

· Remote sensing interpretation of the geology and structural controls;

· Regional stream sediment sampling over the Eastern CLP that confirmed gold anomalism (up to 291 parts per billion ('ppb') Au) in multiple drainage basins;

· Semi-regional soil sampling over five Priority 1 follow-up targets delineated multiple two-three km long gold-in-soil anomalies at the Ndom licence and an 11.5km-long anomalous zone within the Mbe licence. The highest soil result from Mbe was 838 ppb Au (0.84 g/t Au) and resulted in a sixth grid being executed over the southwestern extension of the Mbe anomaly;

· Mapping and rock-chip sampling at Mbe;

· Additional application made for contiguous licence 'Maboum' - a successful outcome would expand holding to over 4,000km2;

· Results for Grids 2 and 4 are anticipated late Q2/early Q3.

Throughout the rest of 2022, the Company anticipates receiving results for samples collected over Grids 3, 5 and 6 and intends to undertake geophysics at the Mbe licence to help build a geochemical and geophysical model of the system. The team is working towards initial drill target definition during 2023. The Company will also follow-up on multi-element analysis on its samples to ensure that any economic potential on the licences, not just gold, is investigated.

Further Details on the Placing and the Placing Agreement

The Company has conditionally raised £340k before expenses (being £300k in a placing and £40k as subscriptions by certain Directors) through the issue of 188,888,888 new ordinary shares at the Placing Price. The Placing Price is equal to a 14% discount to the 30-day Volume Weighted Average Price ('VWAP') of the Company's ordinary shares at 28 June 2022.

The Company has entered into a Placing Agreement with Shard Capital Partners LLP ('Shard') under which Shard has agreed to use its reasonable endeavours to procure placees for the Placing Shares at the Placing Price. The Placing has not been underwritten. 

The Placing Agreement contains warranties in favour of Shard given by the Company with respect to its business and certain matters connected with the Placing. In addition, the Company has given customary indemnities to Shard in connection with the Placing and its performance of services in relation to the Placing. Shard has the right to terminate the Placing Agreement in specified circumstances.

Share warrants will also be issued to each subscriber in the Placing, with one warrant to be issued for every one share subscribed for, for a maximum total of 188,888,888 Warrants. The Warrants will have an exercise price of 0.25 pence per share and an expiration date of 36 months from the date of the issue of the Placing Shares. The Warrants will also be subject to an accelerator provision, such that if at any time during the 36 month duration of the Warrants the 10 day VWAP of Oriole ordinary shares exceeds 0.60 pence per share, the Company may give Warrant holders notice to exercise their Warrants within 10 business days following the Company's notice and to pay the exercise price in full within 15 business days following the Company's notice, failing which the Warrants will automatically expire.

Directors' participation in the Placing and intention to introduce a Salary Sacrifice Scheme

The following Directors have subscribed for shares in the Placing as follows:

(1) Eileen Carr is beneficially interested in 5,077,980 Ordinary Shares held by Hargreaves Lansdown Nominees Limited.

(2) Tim Livesey is beneficially interested in 11,559,132 Ordinary Shares held by Hargreaves Lansdown Nominees Limited.

(3) Robert Smeeton is beneficially interested in 8,131,150 Ordinary Shares held by Hargreaves Lansdown Nominees Limited.

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

In addition to its participation in the Placing, the entire Board is intending to enter into a salary sacrifice scheme over £96k of gross salaries that will provide additional working capital. The intention is that, over a four-month period commencing June 2022, 67% of the Board's combined salary will be applied as a subscription for new shares. The number of shares to be issued will be calculated based on a price that equals the 30-day VWAP at the end of each month and they will be issued on a monthly basis.

Following the Placing, the Directors will collectively hold 2.26% of the issued share capital of the Company as outlined in the above table.

The participation in the Placing by the Directors, 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 Director independent of the participation in the Placing (being David Pelham), considers, having consulted with the Company's nominated adviser, Grant Thornton UK LLP, that the terms of the Directors' participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Admission and Dealings of the Placing Shares

The Placing 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 Placing Shares to be admitted to trading on AIM ('Admission') at 8.00 a.m. on or around 13 July 2022.

Total Voting Rights

Following Admission of the Placing Shares, the Company's issued share capital will be 2,182,910,224 Ordinary Shares. This figure of 2,182,910,224 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.

Competent Persons Statement 

The information in this release that relates to Exploration Results has been compiled by Claire Bay (Executive Director, Exploration and Business Development). Claire Bay (MGeol, CGeol) is a Competent Person as defined in the JORC code and takes responsibility for the release of this information. Claire has reviewed the information in this announcement and confirms that she is not aware of any new information or data that materially affects the information reproduced here.

The press releases and JORC Table 1 for Exploration Results for the relevant projects can be found on the Company's website, www.orioleresources.com. 

** ENDS **

For further information please visit www.orioleresources.com, @OrioleResources on Twitter, 

or contact:

Notes to Editors:

Oriole Resources PLC is an AIM-listed exploration company, focussed on West Africa. It is focused on early-stage exploration in Cameroon (Bibemi, Wapouzé and Central Licence Package projects) and the more advanced Senala gold project in Senegal, where IAMGOLD has the option to spend US$8m to earn a 70% interest. Under the terms of the Option Agreement, IAMGOLD has recently met its first commitment by spending US$4 million within an initial four years and will shortly acquire a 51% interest in Senala. The Company has several interests and royalties in companies operating throughout Africa and Turkey that could deliver future cash flow, and it continues to assess new opportunities in both regions. 

ANNEX - PDMR notifications

Template for notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them