Orogen Gold PLC £5 million Financing Facility Secured (3666S)
30 November 2012 - 8:00AM
UK Regulatory
TIDMORE
RNS Number : 3666S
Orogen Gold PLC
30 November 2012
30 November 2012
Orogen Gold Plc ("Orogen" or the "Company")
GBP5 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 GBP5
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
GBP5 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 GBP1.7 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 GBP500,000 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.
Orogen Gold Plc
Ed Slowey, CEO
Alan Mooney, FD +353 1662 8395
Zeus Capital Limited
Nominated Adviser and Joint Broker +44 (0)161 831
Corporate Finance: Ross Andrews 1512
XCAP Securities Plc
Joint Broker +44 (0) 207 101
Jon Belliss 7070
Darwin Strategic +44 (0) 207 938
Jamie Vickers/Anand Sambasivan 5754
Newgate Threadneedle
Financial PR +44 (0) 207 653
Beth Harris/Richard Gotla 9840
This information is provided by RNS
The company news service from the London Stock Exchange
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