Sosandar Regulatory News (SOS)

28 November 2011

Orogen Gold Plc

("Orogen" or "the Company")

Issue of Equity - REPLACEMENT

The following amendments have been made to the announcement entitled "Issue of Equity" released at 7.00 a.m. on 28 November 2011 (RNS No. 8424S):

·; The Company's total issued share capital following the completion of the Placing will consist of 1,905,172,453 ordinary shares of 0.1p each with one voting right per share and not 1,900,172,453 ordinary shares. 

·; The Placing Shares will represent approximately 12.13 per cent of the Company's enlarged share capital and not 12.17 per cent.

·; The percentage of each Director's interest in the issued capital of the Company following completion of the Placing will be:

All other information remains unchanged.

The full amended text appears below:

Orogen Gold Plc

("Orogen" or "the Company")

Issue of Equity

Orogen Gold Plc (AIM:ORE), the AIM listed mineral exploration company focussed on gold exploration and development of the Deli Jovan gold project in Serbia, announces that it has conditionally placed 231,160,000 new ordinary shares ("Placing Shares") of 0.1p each ("Ordinary Shares") with investors at a price of 0.5p per share thereby raising £1.16 million before costs (the "Placing"). The net proceeds from the Placing will provide additional working capital which will be used, inter alia, to finance further exploration expenditures on the Deli Jovan gold project.

The Placing Shares will represent approximately 12.13 per cent of the Company's enlarged share capital.

Background to and reasons for the Placing

Orogen Gold has an option to earn 55 per cent of the Deli Jovan gold project in Serbia from Canadian Listed (TSX-V) Reservoir Capital Corporation by committing CAD1.5 million (Canadian Dollars) of exploration expenditure on the project. The Company can earn a further 20 per cent by committing an additional CAD2 million of exploration expenditure on the project, which would bring Orogen's total interest in Deli Jovan to 75%.

The net proceeds of the Placing will be used, inter alia, to continue to finance the ongoing exploration expenditures associated with the Deli Jovan gold project. Together with existing cash resources the net proceeds of the Placing will enable the Company to complete the majority of the total earn-in to the Deli Jovan project.

The exploration programme has already achieved access to the historic underground mines at Gindusa and Rusman. The on-going work involves detailed mapping and sampling of the former mines to be followed in Spring 2012 by an initial diamond drilling programme on the property.

The net proceeds of the Placing will also enable the Directors to continue to seek opportunities to introduce a new project or projects to the Company. The Directors are seeking undervalued early-stage gold projects with considerable technical merit which have previously lacked management focus and which through effective exploration programmes provide a high probability to build value in the Company by making a successful commercial discovery.

Ed Slowey, Chief Executive of Orogen Gold comments:

"With our existing cash reserves and new funds raised we will be able to complete the majority of the earn-in at Deli Jovan including an initial diamond drilling programme."

"In the past twelve months we have accessed the two historic gold mines at Gindusa and Rusman. In particular the Gindusa mine workings show that this was a substantial mining operation in the past. The reopening work now facilitates underground mapping and sampling at both former mines which will be followed by a focused diamond drilling programme scheduled for Spring 2012."

"We have also completed detailed soil sampling along the Deli Jovan shear belt. This has identified several highly prospective new gold targets for exploration follow-up."

"We are delighted with our progress so far on the project, which is running to plan, and we anticipate further news over the coming months as our exploration programme progresses."

Directors' Participation

The Directors are participating in the Placing as follows:

Mr John Barry, director, has subscribed for 3,200,000 ordinary shares in the Company pursuant to the Placing. Following this subscription, Mr Barry is interested in 116,555,491 ordinary shares in the Company (representing approximately 6.12 per cent. of the issued share capital).

Mr Ed Slowey, director, has subscribed for 2,200,000 ordinary shares in the Company pursuant to the Placing. Following this subscription, Mr Slowey is interested in 115,555,491 ordinary shares in the Company (representing approximately 6.07 per cent. of the issued share capital).

Balvairde Capital Limited, a company in which both Mr Alan Mooney, director, and Mr Michael Nolan, director, have an interest, has subscribed for 7,400,000 ordinary shares in the Company pursuant to the Placing. Following this subscription, Mr Mooney is interested in 82,970,327 ordinary shares in the Company (representing approximately 4.36 per cent. of the issued share capital) and Mr Nolan is interested in 82,970,327 ordinary shares in the Company (representing approximately 4.36 per cent. of the issued share capital)

Diablo Consulting Limited, a company in which Mr Adam Reynolds, director, has an interest, has subscribed for 7,400,000 ordinary shares in the Company pursuant to the Placing. Following this subscription, Mr Reynolds is interested in 93,400,000 ordinary shares in the Company (representing approximately 4.90 per cent. of the issued share capital).

The Directors' participation in the Placing is a related party transaction under the AIM Rules. Since all of the Directors are participating in the Placing, there are no directors who are independent of the transaction. The Company's nominated adviser, Zeus Capital, considers the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Issue of the Placing Shares

The Placing is solely conditional upon admission of the Placing Shares to AIM ("Admission").

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence on or around 1 December 2011.

The Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission. 

Total Voting Rights

For the purposes of the Disclosure and Transparency Rules, the Company's total issued share capital following the completion of the Placing will consist of 1,905,172,453 ordinary shares of 0.1p each with one voting right per share. There are no shares held in treasury. 

The above figure 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 Disclosure and Transparency Rules.

 Enquiries:

Orogen Gold Plc

Ed Slowey, CEO

Alan Mooney, FD

 +353 1662 8395

Zeus Capital Limited

Nominated Adviser and Joint Broker

Ross Andrews/Tom Rowley 

+44 (0)161 831 1512

XCAP Securities Plc

Joint Broker

John Grant/Karen Kelly

+44 (0) 207 101 7070

Hansard

Financial PR

Guy McDougall/ Nicholas Nelson

+44 (0) 207 245 1100