Oriole Resources PLC
('Oriole Resources' or 'the Company' or 'the Group')
Investment Update on
Thani Stratex Resources
Oriole Resources, the AIM-quoted exploration company, focused on exploration in West Africa, provides an update on its 26.1 per cent ('%') interest in the private East African explorer Thani Stratex Resources Limited ('TSR') that has assets in Djibouti and Egypt.
TSR has reached agreement (the 'Agreement') with Onyx EX B.V. ('Onyx') in respect of their joint venture company, Thani Stratex Djibouti Limited ('TSD'), for the funding of an exploration programme in TSD (the 'Funding'). This funding is being underwritten by African Minerals Exploration & Development Fund III ('AMED Fund III') and will allow an accelerated exploration programme in Djibouti over the next three years. The Funding will be available in tranches and is subject to achieving pre-defined performance milestones.
TSR has also completed a restructuring (the 'Restructuring') in order to spin-out its 50% ownership of TSD, creating a standalone vehicle that will be funded and managed independently and giving the shareholders of TSR a direct interest in TSD.
· TSR secures funding from AMED Fund III for development of Djibouti assets;
· The Funding will be via a convertible loan note, which will convert to preference shares at US$2.24295 per share ('Preference Shares'). The Preference Shares will be convertible to ordinary shares on a one for one basis;
· Funding to take place in equal tranches, subject to performance milestones, with a new internal management structure taking over operational control of the projects;
· Planned 42,000 metres drilling in Djibouti, focusing on three projects, namely Pandora, Hesdaba and Assaleyta projects - initial work expected to commence in Q4 2019;
· TSR has spun-out TSD as a separate investment vehicle. The two entities will have different management structures;
· TSD's share capital has been restructued into 5.35 million ordinary shares;
· Oriole's resultant holdings now stand at 26.1% and 13.05% in TSR and TSD respectively.
Oriole Resources CEO, Tim Livesey, said: "We look forward to seeing the projects in Djibouti making progress again after what has been an extended period of inactivity since early 2018. Oriole's early work on these assets, prior to the formation of Thani Stratex in 2014, showed that they are highly prospective for gold. We are excited to see what progress can be made with a well-managed and well-funded drill programme and look forward to receiving results from the upcoming programme through the first half of 2020.
"We support the involvement of AMED Fund III in the future management of TSD and believe that they will be focused on maximising returns for the investors.
"As with all of the Oriole investments, we continue to monitor developments closely and will look for opportunities to realise value for our shareholders as and when appropriate."
TSR has advised the Company that it has secured funding for the development of its assets in Djibouti, through a direct investment into TSD. TSD is co-owned (50%-each) by TSR and Onyx., a subsidiary of Nurture Ex B.V. ('NEX'), that is controlled by African Minerals Exploration & Development Fund II ('AMED Fund II'). Under the terms of an Agreement with African Minerals Exploration & Development Fund III ('AMED Fund III), it will commit funding via unsecured convertible notes (the 'Loan Notes') to TSD, subject to ongoing exploration results. The Loan Notes are convertible into Preference Shares at a price of US$2.24295 per share. The Preference Shares will receive a preferred return of two times their investment cost, at which point the ordinary shares in TSD ('Ordinary shares') will be eligible to receive the same return. Following this, the Preference Shares will convert to Ordinary Shares on a one for one basis.
The first US$2.5 million tranche of the Funding will be used to undertake an initial 6,500 metres of drilling (of a total planned 42,000 metres programme), focused initially at the Pandora prospect (Oklila Licence), as well as the newly-aquired Hesdaba project, 10 kilometres northwest of Pandora, and a further project (Assaleyta). Best drilling results to date at Pandora include 35.07 metres at 1.28 grammes per tonne gold ('Au') and 8.30 metres at 7.21 grammes per tonne Au (Announcement dated 19 April 2018). Thereafter, further tranches will be advanced subject to TSD achieving performance milestones, including resource definition and the completion of technical studies.
TSR has also advised the Company that it has completed a Restructuring in order to spin-out TSD, which is now a standalone private company that will be managed and funded independently of TSR. The distribution of TSD shares by TSR has resulted in Oriole holding 13.05% of TSD. Management of TSD will be led by AMED Fund III.
The shareholders in TSD have the option to participate (pro-rata) on the same terms in the Funding as AMED Fund III, and will have a month from execution of the Agreement to exercise that option.
** ENDS **
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Following the publication of this announcement, this inside information is now considered to be in the public domain.
For further information please visit www.orioleresources.com, @OrioleResources on Twitter, or contact:
Oriole Resources PLC
Tim Livesey / Bob Smeeton / Claire Bay
Tel: +44 (0)20 7830 9650
Blytheweigh (IR/PR contact)
Tim Blythe / Megan Ray / Rachael Brooks
Tel: +44 (0)20 7138 3204
Grant Thornton UK LLP
Samantha Harrison / Ben Roberts / Niall McDonald
Tel: +44 (0)20 7383 5100
Adrian Hadden / Darshan Patel / Lydia Zychowska
Tel: +44 (0)20 7220 1666
Notes to Editors:
Oriole Resources PLC is an AIM-quoted exploration company, operating in Africa and Europe. It is focused on early-stage exploration in Cameroon and the more advanced Dalafin gold project in Senegal, where IAMGOLD has the option to spend US$8 million to earn a 70 per cent interest. The Company has a number of interests and royalties in companies operating throughout Africa and Turkey and is assessing new opportunities in both regions. Oriole continues to seek other monetisation opportunities across its portfolio.