Sosandar Regulatory News (SOS)

30 November 2012

Orogen Gold Plc ("Orogen" or the "Company")

£5 million Financing Facility Secured

Orogen Gold (AIM:ORE), the AIM listed mineral exploration company focused on gold exploration and development in Eastern Europe, is pleased to announce that it has entered into a £5 million Equity Financing Facility ("EFF") with Darwin Strategic Limited ("Darwin"), a majority owned subsidiary of Henderson Global Investors' AlphaGen Volantis Fund.

Commenting, Ed Slowey, Chief Executive of Orogen said: "This new £5 million facility can be accessed when the time is right both in terms of value and need. In these challenging markets it will help us considerably in reducing future financing risk. This facility backs up our existing cash resources of £1.7 million and means that we can press forward with our ambitious plans to advance the exciting Deli Jovan gold project in Serbia and reach the 75 per cent equity earn-in target. We look forward to updating shareholders shortly on the most recent drill and trench results from Deli Jovan.

This facility strengthens Orogen's ability to grow its business and the board is delighted that institutional investors Darwin and Henderson Volantis have chosen to partner with us."

Jamie Vickers, Director of Darwin, commented: "We are pleased to support Orogen in advancing its exciting gold exploration & development assets in Eastern Europe. We have been highly impressed by the management team and hope that our funding will assist in unlocking the significant value of its projects."

Further details of the Equity Finance Facility

The EFF agreement with Darwin provides Orogen with a facility which (subject to certain limited restrictions) can be drawn down at any time over the next three years. The timing and floor subscription price of any draw down is at the sole discretion of the Company.

Orogen has the right to draw down at its sole discretion, up to the total value of the EFF, by way of issuing subscription notices to Darwin. Following delivery of a Subscription Notice, Darwin will subscribe and the Company will allot to Darwin new Ordinary Shares.

The subscription price for any Ordinary Shares to be subscribed by Darwin under a Subscription Notice, subject to certain exceptional circumstances, will be the average of the three lowest closing bid prices for ordinary shares over the 15 trading days immediately following the delivery date of the Subscription Notice (the "Pricing Period").

Orogen is obliged to specify in each Subscription Notice a minimum price below which Ordinary Shares will not be issued to Darwin. The Company will have the right (with the consent of Darwin) to modify that minimum price at any time during the relevant Pricing Period.

The number of Ordinary Shares which can be issued under any individual Subscription Notice may be up to the lower of 25 per cent of the company's issued share capital following completion of the relevant subscription, or four times the average daily trading volume of Orogen's Ordinary Shares over the 15 trading days subsequent to the issue of the relevant Subscription Notice. This may be reduced in certain circumstances, including where the minimum price is not maintained. The maximum draw down under a Subscription Notice may not exceed £500,000 without Darwin's consent.

There is an over-allotment facility available, under which the Company may authorise Darwin, at Darwin's discretion, to increase the amount of the draw down by up to the aggregate undrawn amount under the EFF. Darwin may direct allotments under the EFF to its parent company, Henderson Global Investors' AlphaGen Volantis Fund.

Darwin and Orogen may mutually agree at the end of the pricing period to a variation of the subscription price. This may allow for a larger subscription via any over-allotment facility authorised by the Company.

The issuance of a Subscription Notice is conditional upon the satisfaction of certain Subscription Notice conditions which have been agreed between Darwin and the Company. Any Subscription Notice which Orogen may issue will only be valid to the extent that it has the requisite shareholder authority to issue the number of Ordinary Shares that Darwin may be required to subscribe for under the relevant Subscription Notice.

Darwin and the Company may terminate the EFF agreement if certain conditions are not met.

Darwin has been granted warrants over 20 million Ordinary Shares in the Company (the "Warrants") as part of the agreement to provide the EFF to Orogen. The Warrants are exercisable at Darwin's discretion at a price of 0.95p pence per ordinary share over a period of three years commencing on the date of this announcement.