Sosandar Regulatory News (SOS)

Orogen plc

("Orogen" or the "Company")

Half Yearly Results

Financials

In the six months to 30 June 2017 the Company reported turnover of £NIL (2016: £NIL), and a

loss before tax of £733K (2016: loss of £171K).

Strategy

On 21 March 2017, Orogen announced details of a proposed new strategy and consequent restructuring of its operations. The Board has completed a review of its operations and has concluded that it is no longer in shareholders' interests for the Company to continue to provide financial support for its mineral exploration activities. It is therefore seeking to dispose of its interests in its mineral exploration projects, and to conclude an acquisition which would constitute a reverse takeover under the AIM Rules. The Company has decided to cap further expenditure on its existing mineral exploration projects at £75,000 and to put them on care and maintenance programmes whilst buyers are sought for the Company's interests in these assets.

As an initial step in the above restructuring, the Company proposed to undertake a share consolidation and sub-division in order to increase the price at which the Company's shares trade on AIM and to enable the Company to raise funds through the issue of new shares. As part of the proposals that were put to a shareholder vote on 7 April 2017, up to £3.47m of new funds were to be introduced to the Company to implement the new strategy and the Company's name was to be changed to Orogen plc.

All resolutions put to shareholders were approved at a general meeting on 7 April 2017. Accordingly, the capital reorganisation and change of the Company name to Orogen plc were completed. 

The decision to cease the Company's mineral exploration activities represents a fundamental change of business under Rule 15 of the AIM Rules, a consequence of which is that the Company was deemed to be a Rule 15 Cash Shell which means that the Company must make an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules within six months of the general meeting, otherwise the trading of the Company's shares on AIM will be suspended.

If the Company has not made an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules within six months of such suspension, the admission of the Company's shares to trading on AIM will be cancelled.

On 26 May 2017 the Company's shares were suspended following an announcement advising that Orogen had entered into heads of agreement to acquire the entire issued share capital of Thread 35 Limited ("Thread"), a company that operates an e-commerce womenswear brand under the name "Sosandar". Furthermore, on that date the Company announced that it had made a secured loan of £250,000 to Thread.

The Company has subsequently notified that it has loaned a further £500,000 to Thread.

The Company is pleased to announce that it continues to undertake due diligence on Thread and is hopeful that it will shortly undertake a reverse transaction with Thread. A further announcement will be made in due course.

ADAM REYNOLDS

Non-Executive Chairman

22 September 2017

Consolidated statement of profit or loss and other comprehensive income

For the six months ended 30 June 2017

Consolidated statement of financial position

As at 30 June 2017

1 General information

Orogen Gold plc is a company incorporated and domiciled in England and Wales. Details of the registered office, the officers and advisers to the Company are presented on the Company information page at the end of this report. The Company's offices are in London and Dublin. The Company is quoted on the AIM market of the London Stock Exchange (ticker: ORE.L).

The Mutsk gold exploration project in Armenia is the Company's main operational project and the Silverton project in Nevada, USA was added to the exploration portfolio in April 2016. The company is now classified as an AIM rule 15 cash shell.

2 Basis of preparation

The financial information for the six months ended 30 June 2017 and 30 June 2016 is unaudited.

The Interim Report has been prepared using the same accounting policies as were applied in the Group's audited financial statements to 31 December 2016, which were prepared in accordance with International Financial Reporting Standards ("IFRS"). As is permitted by the AIM rules the Directors have not adopted the requirements of IAS34 "Interim Financial Reporting" in preparing the financial statements. Accordingly, the financial statements are not in full compliance with IFRS and have neither been audited nor reviewed pursuant to guidance issued by the Auditing Practices Board. The Directors consider that the financial information presented in this Interim Report represents fairly the financial position, operations and cash flows for the period, in conformity with IFRS. The Interim Report for the six months ended 30 June 2017 was approved by the Directors on 21 September 2017.

The financial information presented for the period ended 31 December 2016 is an extraction from the Group's audited accounts on which the auditors issued an unqualified report. The information presented does not constitute full accounts for that period.

3 Loss per share

Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period:

Basic and diluted earnings per share are the same, since where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation. The share options outstanding as at 30 June 2017 totalled 380,000,000 (30 June 2016: 380,000,000, 31 December 2016: 380,000,000) and are potentially dilutive.

4 Exploration and evaluation assets

5 Cash and cash equivalents

6 Share capital

Details of ordinary and deferred shares issued are in the table below:

7 Subsequent events

On 6 July 2017, Orogen announced a further drawdown of Loan to Thread 35 Limited of £250,000. This bring the total outstanding loan amount to £500,000.

8 Copy of the Interim Report

Copies of the Interim Report are available to download from the Company's website at www.orogen.co.uk.

Contacts:-