Orogen Gold PLC Result of Meeting (9577B)

TIDMORE

RNS Number : 9577B

Orogen Gold PLC

07 April 2017

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF OROGEN GOLD PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU 596/2014).

All of the defined terms in this announcement have the same meaning as in the circular published by the Company and sent to Shareholders on 21 March 2017.

Orogen Gold plc

("Orogen" or the "Company")

Result of General Meeting and Open Offer

The Company is pleased to announce that, at the General Meeting of the Company held earlier today, all resolutions were duly passed. Accordingly, the Capital Reorganisation and change of the Company name to Orogen plc will now take place. Trading in the Existing Ordinary Shares will cease at close of business today, and trading in the New Ordinary Shares will commence at 8.00 a.m. on 10 April 2017.

Placing and Open Offer

The Company announced on 21 March 2017 that it had conditionally raised GBP3 million (before expenses) from new and existing investors through a conditional placing of 200,000,000 Placing Shares at the Issue Price of 1.5 pence per New Ordinary Share. The Company also announced that it proposed separately to make an Open Offer to all Qualifying Shareholders to enable Qualifying Shareholders to have the opportunity to participate in the capital raising process at the Issue Price.

Orogen is pleased to confirm that it has received valid acceptances in respect of 8,945,781 Open Offer Shares raising GBP134,187 for the Company (before expenses). Qualifying Shareholders who validly applied for Open Offer Shares pursuant to their Open Offer Entitlement will receive the full amount of Open Offer Shares applied for.

The remaining 22,418,230 Open Offer shares have all been placed with new and existing investors at the Issue Price (the "Second Placing"), raising GBP336,273 (before expenses). Consequently, the total gross proceeds of the Second Placing and the Open Offer are GBP470,460.

Following the passing of the Resolutions, the Placing, the Open Offer and the Second Placing will now proceed to completion. Application has been made for the admission of 262,728,022 New Ordinary Shares, to be issued pursuant to the Capital Reorganisation, the Placing, the Open Offer and the Second Placing, to trading on AIM, with Admission expected to become effective at 8.00 a.m. on 10 April 2017.

The Company is therefore pleased to announce that it has raised gross proceeds of approximately GBP3.47 million, through the Open Offer, the Placing and the Second Placing.

Board changes

Immediately following the General Meeting, Colin Bird, Edward Slowey, Michael Nolan and Alan Mooney resigned from the Board and Steven Metcalfe and Mark Collingbourne were appointed as non-executive directors of the Company with immediate effect.

Steven Neil Metcalfe (aged 47)

Pursuant to Rule 17 and Schedule Two (g) of the AIM Rules, the following information is disclosed in respect of Steve Metcalfe:

 
 Current appointments        Appointments in the last 
                              5 years 
 Big Sofa Technologies       - 
  Group Plc 
 Metcalfe Consultancy 
  Limited 
 Stene Investments Limited 
 Franmet Partners Limited 
 

There is no other information regarding Mr Metcalfe required to be disclosed under the AIM Rules.

Mark Kingsley Collingbourne (aged 51)

Pursuant to Rule 17 and Schedule Two (g) of the AIM Rules, the following information is disclosed in respect of Mark Collingbourne:

 
 Current appointments            Appointments in the last 
                                  5 years 
 Morrison Kingsley Consultants   Premaitha Health Plc 
  Limited 
 Padpowr Limited                 Premaitha Limited 
 Elm Medical Ltd 
 The Slater Foundation 
  Limited 
 Cesas Medical Limited 
 Artemis Management Services 
  Limited 
 Elm Developers Limited 
 React Group Plc 
 Elm Group (Stafford) 
  Ltd 
 Elm Market Access Ltd 
 The Stylish Plant Company 
  Limited 
 The Stylish Wreath Company 
  Limited 
 

There is no other information regarding Mr Collingbourne required to be disclosed under the AIM Rules.

Directors' holdings

Following Admission, the Directors will hold the following New Ordinary Shares in the Company:

 
       Director              Number          Number       Number      Number       % of 
                              of New        of Placing    of Open     of New      Enlarged 
                             Ordinary         Shares       Offer     Ordinary      Share 
                              Shares        subscribed    Shares      Shares      Capital* 
                             held on           for        applied     held on 
                            completion                      for      Admission 
                              of the 
                             Capital 
                          Reorganisation 
----------------------  ----------------  ------------  ---------  -----------  ---------- 
 
   Adam Reynolds                 348,162     5,666,667    348,162    6,362,991       2.42% 
----------------------  ----------------  ------------  ---------  -----------  ---------- 
 
   Steven Metcalfe                     -     5,666,667          -    5,666,667       2.16% 
----------------------  ----------------  ------------  ---------  -----------  ---------- 
 
   Mark Collingbourne                  -     2,666,667          -    2,666,667       1.01% 
----------------------  ----------------  ------------  ---------  -----------  ---------- 
 

Change of name

The change of the Company's name to Orogen will become effective upon the registration of the Company's change of name at Companies House. The TIDM code will remain as ORE. A further announcement will be made in due course.

Change of broker

The Company announces that it has appointed Turner Pope Investments (TPI) Ltd as sole broker with immediate effect.

New website

The Company will change its website address to www.orogen.co.uk with effect from 10 April 2017.

New strategy

As announced on 21 March 2017, the Board has concluded that it is no longer in Shareholders' interests, in the current market conditions, to continue to provide further finance for its mineral exploration activities, and 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 decision to cease the Company's mineral exploration activities represents a fundamental change of business under Rule 15 of the AIM Rules. Following the Resolutions being passed, the Company is deemed to be an AIM 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.

Total voting rights

The enlarged ordinary share capital of the Company, comprising 262,728,022 New Ordinary Shares, will trade under the ISIN GB00BYXD4566. For the purposes of the Disclosure Guidance and Transparency Rules, the total number of voting rights in the Company with effect from 10 April 2017 will be 262,728,022. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company, under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

 
      Orogen Gold plc                                 C/o Walbrook 
       Adam Reynolds, Non-executive Chairman 
      Cairn Financial Advisers LLP (Nominated 
       Adviser) 
       Liam Murray / Sandy Jamieson                   [phone] 
      Turner Pope Investments (TPI) 
       Ltd (Broker) 
       Ben Turner / James Pope                        [phone] 
      Walbrook (Public Relations and 
       Investor Relations) 
       Paul Cornelius / Gary Middleton                [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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April 07, 2017 08:11 ET (12:11 GMT)