Last checked at 20 Apr 2023 07:15
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] |
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, @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
| 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 | |||