Oriole Regulatory News (ORR)

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

Oriole Resources PLC

('Oriole' or 'the Company')

NR Private Market Offer

Oriole Resources PLC (AIM: ORR), the AIM-quoted exploration company focussed on West Africa, is pleased to announce an offer (the 'Offer') via www.NRPrivateMarket.com, an online investment platform owned and operated by MINEXIA Limited, for the issue and allotment of up to 86,117,647 new ordinary shares of 0.1 pence each in the Company ('Offer Shares'). Minexia Limited (FRN: 823540) is regulated by the FCA as an Authorised representative of Ragnar Capital LLP (FRN: 593052).

NR Private Market holds irrevocable undertakings from a number of parties for 71,411,765 of the 86,117,647 shares being made available under this Offer.

This Offer is in addition to the £1.576 million, before expenses, placing and subscription (the 'Placing') announced by the Company earlier today. That announcement provided details of the General Meeting of the Company that will be called to approve the resolutions necessary to complete the Placing and the Offer, as well as the Circular that will be sent to Oriole shareholders on or around 9 October 2020. 

The Offer Shares will be issued at a price of 0.34 pence each, to match the Placing Price. The Placing Price represents a 15% discount to the price of the Company's Ordinary Shares at close of market on 6 October 2020, and a 15% discount to the 30-day Volume Weighted Average Price ('VWAP').

Share warrants will also be issued to each subscriber in the Offer, with one warrant to be issued for every two shares subscribed for, for a total of a maximum of 43,058,823 warrants (the 'Warrants'). As for those offered as part of the Placing, the Warrants will have an exercise price of 0.64 pence per share and an expiration date of 24 months from the date of the issue of the Offer shares. The Warrants will also be subject to an accelerator provision, such that if at any time during the 24 month duration of the warrants the 10 day volume-weighted average price (VWAP) of Oriole ordinary shares exceeds 1.02 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.

The Warrants will not be traded on any exchange and will otherwise be issued subject to the terms and conditions set out in a warrant instrument to be executed by the Company.

Should the Offer be fully subscribed, the Company expects to raise up to a further approximately £0.293 million before expenses (the 'Proceeds').

Oriole Resources PLC Chairman, John McGloin, said:

"The Company highly values its investor base which has supported the Company for a number of years. Given the longstanding support of all shareholders, the Company believes that it is appropriate to provide interested investors the opportunity to participate in the Offer, which is available exclusively through NR Private Market at the same pricing as the Placing announced earlier today.

"As for the Placing, the proceeds from the irrevocable commitment to the Offer will predominantly be used to advance our Bibemi project in Cameroon, where a drill rig is currently being mobilised through our contract with Capital Limited. Any further proceeds from the Offer will be utilised as additional working capital for the Group."

Further Details of the Offer

The Offer will be open to individual investors (existing and new shareholders) from 7.15 a.m. on 7 October 2020 to 9.00 p.m. on 13 October 2020. Under the terms of the agreement with Minexia Limited, there is a minimum subscription of £1,000 per investor. Investors will be required to comply with one of the exemptions from the financial promotion restrictions in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, including sophisticated investors, self-certified sophisticated investors and certified high net worth investors. Subscription orders will be allocated on a "first come, first served" basis. The Company, in consultation with NR Private Market, reserves the right to scale back any order at its discretion. The Company and NR Private Market also reserve the right to reject any application for subscription under the Offer without giving any reason for such rejection. 

The Offer does not constitute a prospectus within the meaning of Section 85 of the Financial Services and Markets Act 200 (as amended) and has not been drawn up in accordance with the Prospectus Regulations (EU) 20178/1129 or approved or filed with the Financial Conduct Authority. The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so. Investors should note that once an application for Offer Shares has been made and accepted through the NR Private Market platform, it cannot be withdrawn. The terms and conditions on which the Offer is made, including the procedure for application and payment for Offer Shares, is available to all persons who register with NR Private Market. For further details please refer to the NR Private Market website, www.nrprivatemarket.com.

Completion of the Offer is subject to shareholder approval at a General Meeting, the details of which were announced earlier today. Subject to said approval, Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

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 Offer Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on the NR Private Market platform before making a decision to subscribe for Offer Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Offer Shares if they are in any doubt.  

- 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 and Wapouzé projects) and the more advanced Senala gold project in Senegal, where IAMGOLD has the option to spend US$8m to earn a 70% interest. Year 2 commitments have been met at all three projects. 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. 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

IMPORTANT NOTICES 

Persons distributing this announcement must satisfy themselves that is lawful to do so. This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

The distribution of this announcement and the offering, placing and/or issue of the Offer Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, or NR Private Market, or any person acting on its or their behalf that would permit an offer of the Offer Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Offer Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129 as amended from time to time) to be published.

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION, TRANSMISSION, FORWARDING OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, TRANSMISSION, FORWARDING OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred, or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or any other jurisdiction of the United States. No public offering of the Offer Shares or any other securities is being made in the United States.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Offer Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Republic of South Africa or Japan. Accordingly, the Offer Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Republic of South Africa, Japan or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Republic of South Africa, Japan or to any investor located or resident in Canada.

Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the macroeconomic and other impacts of COVID-19, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company and its directors each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the AIM Rules for Companies, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or the Financial Conduct Authority.

This announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Offer. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Any indication in this announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. It should be remembered that the price of securities and the income from them can go down as well as up. No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

The Offer Shares to be issued or sold pursuant to the Offer will not be admitted to trading on any stock exchange other than the AIM Market of the London Stock Exchange.

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.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

If you are in any doubt about the contents of this announcement you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.