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. T he 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.
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