Annual Report and Accounts for the year ended 31 December 2021
AIM: ORR
QUALITY EXPLORATION
IN HIGHLY ENDOWED
GOLD DISTRICTS
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Welcome to our
2021 Annual Report
Investment Case
QUALITY
EXPLORATION
Developing a portfolio of
highly prospective projects.
Advancing projects along the
value chain through quick and
systematic exploration.
DEVELOPING
OPPORTUNITIES
Our diversified portfolio
offers several alternate paths
to near and longer-term
success.
Multiple routes to a re-rate,
multiple routes to a liquidity
event.
OPERATING
RESPONSIBLY
Ethical and responsible
stakeholder engagement is at
the core of everything we do.
We ensure that all parties benefit
from our operations.
EXPERIENCED
TEAM
Led by a Board and management
team with a wealth of experience.
See our website for further
information and news:
www.orioleresources.com
WWW.ORIOLERESOURCES.COM HIGHLIGHTS
Operational Highlights:
° Three phases of diamond drilling completed at the Bibemi
project in Cameroon for a total 6,154.10 metres (‘m’);
° Commencement of exploration at the 3,592km2 Central
Licence Package project in Cameroon, following the award
of eight contiguous licences in Q1-2021;
° At the Senala project in Senegal, IAMGOLD Corporation
Contents
ABOUT ORIOLE RESOURCES PLC
Highlights
Directors
Our Strategy & Business Model
Projects and Investments
Chairman’s Statement
STRATEGIC REPORT
(‘IAMGOLD’) completed 689.50 m diamond drilling at the
Operational & Financial Review
Faré South target and a total of 7,002 m reverse circulation
(‘RC’) drilling over the Faré Far South and Faré North
targets. The results enabled the delivery of a Maiden
Our Governance
Section 172(1) Statement
Resource Estimate of 155,000 oz gold (‘Au’) grading 1.26
Environmental, Social and Governance (ESG)
grammes per tonne (‘g/t’) Au in the Inferred category at
Faré South and has indicated a high probability for further
resource definition at the other two targets.
Corporate Governance
Report of the Remuneration Committee
° Subsequent to the year end, IAMGOLD confirmed that
it had met the expenditure requirements to exercise its
option to acquire an initial 51% interest in Senala.
Directors’ report
FINANCIAL STATEMENTS
Financial Overview:
° Incoming funds totalling £2.43 million have allowed for
£1.78 million of direct exploration expenditure in Cameroon,
as the Group advanced its projects;
° Operating loss of £1.44 million for the year to 31 December
Independent Auditor’s Report to the members
of Oriole Resources PLC
Statement of consolidated
comprehensive income
Statement of consolidated financial position
Statement of consolidated changes in equity
2021 (2020: £0.34 million), which includes an adverse £0.89
Statement of consolidated cash flow
million swing in unrealised foreign exchange movements;
° Administrative expenses increased to £1.08 million (2020:
£1.02 million) following the unwinding of cost saving
Statement of Company financial position
Statement of Company changes in equity
measures introduced in 2020 in response to Covid-19.
Statement of Company cash flows
Read more in the Operating
and Financial Review on
pages 18 to 21
Notes to the financial statements
Notice of Annual General Meeting
Advisors & Offices
Glossary
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ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021ABOUT ORIOLE RESOURCES PLC 02
HIGHLIGHTS CONTINUED
Tim Livesey, CEO of Oriole, commented:
“2021 has proven to be a bounce-
back year for Oriole, with the award
of the new licence package in central
Cameroon, follow-on exploration drilling
programmes at Bibemi, in the north
of the country, and the successful
completion of a maiden Mineral
Resource Estimate at Senala, in Senegal,
where our JV partner, IAMGOLD has also
continued to advance exploration.
Our team has delivered across all
projects with a 100% success rate:
• We have identified gold anomalism
along an extensive trend (in excess
of 35km in our new frontier at the
Central Licence Package (‘CLP’)
project in Cameroon;
• We have drill confirmation of
mineralised gold systems on the
Bibemi licence, with diamond drill
intercepts confirming a vertical
and lateral continuation of the gold
anomalism we previously identified
at surface;
• We have completed a maiden Mineral
Resource Estimate for the central
‘Faré South’ target on the Senala
licence, with IAMGOLD continuing
to extend the known mineralisation
at Faré South and Faré North, and
intersecting new, wide zones of high-
grade mineralisation at Faré Far South.
All of this has been completed with
a marginal increase in G&A spend,
reflecting the unwinding of certain cost-
saving measures implemented as a
response to the pandemic in 2020.
Most importantly, the programmes have
all advanced quickly and efficiently, with
a high percentage of the Group’s spend
being on direct exploration, allowing us
to “succeed or fail fast”. In this way we
ensure our investors’ money is spent
efficiently, in a targeted way and on
those projects that best merit further
focus and development.
Progress has been made on our legacy
assets and investments, with the
ongoing advancement toward royalty
stage at our Turkish assets, continued
exploration on the Djibouti exploration
assets and with a new private company
investing into TSR’s assets in Egypt.
2021 has been a year of steady and
successful progress across all fronts and
we are excited to be entering 2022 in
such a strong position.”
Who we are
Oriole Resources PLC
is an exploration and
development company
focusing primarily on
gold and high-value
base metals.
The Company is incorporated and domiciled in the
UK. The Company’s shares are listed on the Alternative
Investment Market (AIM) of the London Stock
Exchange (company number: 05601091).
WWW.ORIOLERESOURCES.COM DIRECTORS
03
Eileen Carr
Non-Executive Chairman
(appointed 17 February 2022)
Tim Livesey
Chief Executive Officer
Eileen is a Chartered Certified Accountant with over 30 years
Tim has over three decades of experience in gold and base
of experience within the resources sector, having worked
metals, with a distinct focus on Africa, Europe and Asia. He
worldwide on a host of large-scale mining operations. She
has worked at all stages of exploration, development and
was appointed Finance Director of Cluff Resources Limited
mining, and has a strong track record of delivery, both at the
in 1993 and has, since that time, held several executive
technical and commercial level within previous positions.
directorships in the resources sector, including CFO for
Monterrico Metals plc, the AIM-quoted copper exploration
company developing the Rio Blanco project in Peru. Her first
Non-Executive role was for Banro Corporation in 1998 and,
more recently, Eileen held a Non-Executive Director position
for AIM-quoted Bacanora Lithium plc.
Some of his more notable roles to date include exploration
manager (Eurasia), Barrick Gold Corp., project director and
later CEO of Tethyan Copper Company Pty Ltd (a Joint
Venture between Antofagasta Minerals and Barrick Gold
Corp, owner of the Reko Diq project in Pakistan), and more
recently as COO of TSX.V-listed Reservoir Minerals Inc., which
Eileen has been a Non-Executive Director to AIM-quoted
was sold in June 2016 to TSX-listed Nevsun Resources Ltd for
Sylvania Platinum Limited since May 2015.
US$365 million. Tim joined the company in March 2018.
Bob Smeeton
Chief Financial Officer
Claire Bay
Executive Director for Exploration
& Business Development
Bob is a member of the Institute of Chartered Accountants
A Chartered geologist with over 14 years’ experience in the
in England and Wales. He trained as a chartered accountant
resources sector. Claire graduated from the University of
with Price Waterhouse, qualifying in 1992, and has a BSc
in geography from Durham University. Bob has extensive
experience of working for AIM-quoted companies, where
he has been heavily involved in turnaround situations, fund
raisings and acquisitions.
Southampton with a First Class Masters in 2007 and joined
AIM-listed Stratex International shortly thereafter, where she
spent the next 11 years. During her career, Claire has operated
at both the technical and commercial level, with a particular
focus on gold exploration in Africa and Turkey.
In partnership with three different CEO’s, Bob was
instrumental in the turnaround and subsequent growth of
AIM-listed Universe Group Plc as Group Finance Director,
seeing its market capitalisation increase from £1.5m to
£25m during his tenure.
Prior to Universe Group, Bob was European Finance
Director for OpSec Security Limited, where he was heavily
involved in formulating and implementing a very successful
reconstruction plan. The restructuring plan stemmed
the annual operating losses of £2.5million and moved
the Company to a profit situation in the first year of its
implementation.
Claire was promoted to VP in July 2018 as part of the
restructuring of the Company to Oriole Resources PLC and
then to Executive Director in July 2021. Claire oversees the
Group’s exploration programmes and is heavily involved in
the review and interpretation of technical data, as well as co-
managing the Company’s corporate development activities.
David Pelham
Non-Executive Director
David Pelham is a mineral geologist with over 35 years
global exploration experience. He has overseen the discovery
and early evaluation of multiple deposits, most notably
including the 6 Moz Chirano Gold Mine in Ghana, as well
as Hummingbird’s 4.2 Moz Dugbe gold deposit in Liberia.
David has been a non-executive director to AIM-quoted Cora
Gold Ltd since May 2017.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021ABOUT ORIOLE RESOURCES PLC 04
OUR BUSINESS MODEL
& STRATEGY
The Company operates a project generator model but
remains agile with respect to the development pathway
of each project in order to maximise value-add for the
benefit of its shareholders.
This strategy of identifying and developing a highly-prospective portfolio of gold and base metal assets, a number of which
are in emerging economies, is designed to allow for the excellent returns that are possible on quality exploration projects
whilst minimising the inherent risks that exist in a single project.
Lifecycle of a single project
The greatest opportunity for adding value to a project is illustrated by the Lassonde Curve, which follows the relative value of
project ownership interests from early stage to mine production:
Exploration
Evaluation
Construction
Production
Opportunity for greatest increase in asset value
Probable/Proven Reserve
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Measured
Indicated
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Inferred
Feasibility Study
3.
Central
Licence
Package
2.
1.
Bipemi
and
Wapouzé
Senala
(free carry)
Discovery
Commissioning
The Lassonde Curve measures the lifecycle of a single
° Early-stage exploration is inherently risky; an economic
successful project and the returns available to early-stage
deposit either exists in an area, or it doesn’t. Exploration
investors are potentially many multiples of their initial
expertise can reduce this risk, and commencing
investments. Typically, there are two value maximisation
exploration with low-cost methods before moving to
points; completion of the evaluation phase and completion
higher cost methods is a key risk-reduction strategy;
of mine building. Early-stage projects have the following key
risks and characteristics:
WWW.ORIOLERESOURCES.COM
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021
05
The project development cycle
Phases of Work
Evaluate > Plan > Raise > Work
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Lasso
Phases of Work
Resource
definition phase
Phases of Work
Phases of Work
Phases of Work
° The project development cycle, including data evaluation,
° At this stage of the discovery and development curve,
planning the next phase of work, completing a fundraise,
operating costs are at a minimum and the impact of
executing the planned work programme to gather more
de-risking assets maximises return on investment.
data and repeating these steps, is well understood in the
industry. Projects move into the ‘Evaluation’ phase by
raising the appropriate amount of capital at each stage.
In essence, the increased capital intake during the project
lifecycle is delivering enhanced asset value that will start to
crystallise from the resource definition phase onwards;
Oriole concentrates on the ‘Exploration’ and ‘Evaluation’
stages of this model, aiming to generate the most value for its
shareholders by quickly progressing targets to discovery and
then pushing these projects towards resource development
and technical studies, which have been proven to drive an
uplift in shareholder value during the Evaluation phase.
° The potential reward for early-stage investors is higher
multiples of their initial investment, reflecting the higher
investment risk inherent in early-stage projects;
06
OUR BUSINESS MODEL
& STRATEGY CONTINUED
The project generator model
The advantage of a project generator model over the traditional ‘single project’ model is to spread the traditional exploration
risks across multiple projects and jurisdictions. The ultimate goal may be to take any one project to a mine; however, it is more
likely that value is delivered through the project evaluation phase and that acquirers or joint-venture partners are brought
in to move the project towards mine construction. Ultimately, this offers the project generator the future potential to own
minority percentages in a number of operational mines, rather than having majority exposure to only one project that could
either succeed or fail.
Junior Explorer
Hybrid
Project Generator
Projects
Discovery goal
1-2
1
Primary Funding Equity
Equity
Equity
4-6
2-3
Equity
Equity
Partners
Multiple 20+
Multiple
Equity
Partners
Royalties
Typical Discovery
Scenario
100% of a single discovery
c50% at feasibility study,
with options to contribute,
dilute or sell
Minority stake in a number
of discoveries, portfolio
of royalties
Risk profile:
Geological risk High
Geopolitical risk High
Value created in a
single successful
project
Maximum
Medium
High
High
Low
Low
Low
Success in the project generator model can lead to a number
The project generator model seeks to reduce the binary
of possible outcomes for each project, including:
risk of being a single project Company by offering multiple
° Outright sale of all interests for cash and/or shares;
° Maintenance of a minority position all the way to mine
construction and production;
° Choosing to dilute down to a residual royalty position (often
in return for project capital and a free-carried interest);
° Retaining a majority position and developing a suitable
project all the way to mine operation.
opportunities for success. It also reduces the geopolitical risk
which is an inherent issue for many exploration jurisdictions.
At all stages, the aim is to understand the opportunities
for partnership, the benefits of sharing project risk and the
value add to be achieved by maintaining independence of
ownership. Assessment of these competing opportunities is
key to the success of the project generator.
Oriole operates a project generator model but with a strong
emphasis on developing its projects rapidly in order to
move them towards the value-adding ‘Evaluation’ phase of
the Lassonde Curve. The Board believes this ‘Hybrid’ model
combines the returns available from undertaking quality
exploration on highly-prospective licences with the risk-
mitigation benefits of the project generator model.
WWW.ORIOLERESOURCES.COM 07
This strategy has led to Oriole having interests in a
number of licences that are moving through the
early phases and towards the mine construction,
commissioning and production phases
Projects Investment Pipeline
The Company’s early-stage assets include its projects in
Cameroon, a new frontier for gold exploration, where it has
earned a 90% interest in the Bibemi and Wapouzé projects
and has 90% ownership of a newly granted district-scale
project, the Central Licence Package (‘CLP’), in the centre of
the country.
As projects progress, and financial demands increase,
one option for a junior explorer to reduce its exposure to
the capital markets is to find a joint venture partner to
fund the project in return for an equity stake. This was the
approach taken at the Senala (previously Dalafin) project in
Senegal, where in 2018 the Company signed a joint venture
agreement with IAMGOLD Corp, giving them the right to
earn-into a maximum 70% equity position. An experienced
Board understands that, to move a project forward, capital
is required at either Company level or project level and it
therefore needs to assess all potential deals based on their
attractiveness compared to the other options available
# Project
Country Metal
interest Operator
shareholders.
Oriole
and with a focus on reducing the risk on returns for the
9 Muratdere
Turkey
Copper
1.2%
- Gold
royalty
Lodos
Residual interests have also arisen on projects that have
had partners introduced in Turkey, Djibouti and Egypt.
8 Karaağac
Turkey
Gold
7 Hasançelebi Turkey
Gold
Success
fee
Anadolu
Success
Bati
fee
Toroslar
6
Anbat &
Hutite
Egypt
Gold
24.92%
Red Sea
Resources
Oriole maintains an active role in monitoring these projects
and aims to maintain Board positions on the joint-venture
companies wherever possible.
Oriole defines its interests in Cameroon and Senegal as
Projects, and its later stage interests as Investments. The
Company actively seeks further exploration opportunities,
particularly in West Africa, to consolidate its existing
5 Senala
Senegal
Gold
85%
IAMGOLD
geographic footprint.
Assaleyta,
4
Hesdaba &
Djibouti
Gold
9.21%
TSD
Pandora
3 Bibemi
Cameroon Gold
2 Wapouzé
Cameroon Gold
90%
90%
Oriole
Oriole
1
CLP (8
licences)
Cameroon Gold
90%
Oriole
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021ABOUT ORIOLE RESOURCES PLC 08
PROJECTS AND INVESTMENTS
SENEGAL
Senala
CAMEROON
Bibemi, Wapouzé
& Central Licence
Package
Royalties/investments
01
TURKEY - Anadolu, Lodos & Bati
Toroslar (Karaağac, Muratdere,
Hasançelebi & Doğala)
Projects
Bibemi and Wapouzé
Cameroon
° Bibemi and Wapouzé are early-stage gold exploration
including 1.00m grading 19.33 g/t Au. The system has been
projects, covering highly prospective Neoproterozoic Pan-
confirmed to at least 100m below surface and remains
African greenstone rocks in north-eastern Cameroon;
open in all directions. Results from the latest ‘Phase 3’
° In early 2021, the Company met its financial commitments
to earn a 90% interest in the projects as per the terms of an
option agreement with local partner BEIG3 and its wholly-
owned subsidiary, Reservoir Minerals Cameroon SARL
(‘RMC’);
programme, completed in December 2021 for 1,385m in
nine holes, were reported in February 2022 and further
supported the Company’s geological model with best
intersections including 9.20m grading 1.31 g/t Au and 2.10m
grading 19.04 g/t Au including 1.10m grading 36.06 g/t Au;
° Surface exploration to date has identified four key
prospects – Bakassi Zone 1, Bakassi Zone 2, Lawa West and
Lawa East. Best results include up to 135.40 g/t Au from
selective rock-chip sampling and 9m grading @ 3.14 g/t Au
° The team also completed a 100m x 100m infill soil
sampling programme for a total 1,455 sample points
covering the southern extension of the Bakassi Zone 1
and Bakassi Zone 2 zones, towards the Lawa West and
from trenching;
° During the year, the Company completed three phases
of diamond drilling for 6,154.10m in 49 holes, focussed on
testing the depth extension of mineralisation identified at
the four main prospects with the larger portion of follow-
up work being focused on Bakassi Zone 1. Results received
during the year delivered best intersections of 6.50m
grading 3.92 g/t Au including 1.00m grading 16.79 g/t Au,
5.20m grading 1.97 g/t Au and 2.25m grading 8.82 g/t Au
Lawa East prospects respectively. Results announced on
5 January 2022 delivered grades of up to 271 ppb Au and,
together with earlier results over the north of the licence,
confirmed the system over a strike length of almost 12 km;
° At the earlier stage Wapouzé project, c.20km to the
north east, two phases of soil sampling identified c.13km
strike length of gold anomalism within the Bataol Zone.
Trenching results to date have returned up to 2.00m
grading 4.06 g/t Au.
WWW.ORIOLERESOURCES.COM 09
02
EGYPT - Thani Stratex
Resources (Hutite &
Anbat-Shakoosh)
03
DJIBOUTI - Thani Stratex
Djibouti (Pandora, Hesdaba
& Assaleyta)
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021ABOUT ORIOLE RESOURCES PLC 10
PROJECTS AND INVESTMENTS CONTINUED
Central Licence Package (‘CLP’)
Cameroon
° In Q1-2021 the Company, together with its local partner
° During the period, the Company completed regional
BEIG3, received approval for eight licences, covering a
contiguous land package of 3,592km2;
mapping and stream sediment sampling over the five
eastern licences, which identified multiple areas of
° The licences were applied for in 2019 following an in-house,
country-wide prospectivity analysis that considered the
district to have significant potential to host orogenic-type
gold mineralisation. This assessment was made on the
elevated gold in distinct drainage basins, associated with
the TBSZ corridor. Best results of 291ppb Au and 95ppb Au
were returned from Ndom and Tenekou licences with 18
areas grading 30ppb Au or more;
basis of host-rock geology, alteration, structural location
° Ranking of these areas enabled the identification of
and evidence of gold anomalism (in the form of previous
five ‘Priority 1’ zones for a follow-up semi-regional soil
historical regional sampling data and artisinal workings),
campaign. The first grid to be completed covers the east
targeting the regional Tcholliré-Banyo shear zone corridor
of Ndom and Mbe permits, for which results are expected
(‘TBSZ’), a major splay off the larger-scale Central African
in Q1-2022. Sampling of the other four ‘Priority 1’ areas will
Shear Zone;
continue during 2022;
° The northeast-trending TBSZ corridor, with its associated
° Stream sediment sampling over the three western licences
shears, thrusts and faults, are, according to academic
is planned to commence in Q1-2022. Notably these licences
literature, thought to be one of the significant structural
cover more recent (Cenozoic) volcanics that overlie the
controls for gold and other mineralisation in the region;
deeper Neoproterozoic Pan-African rocks, suggesting
° The Company has a 90% interest in the entire package,
with the five eastern licences (Tenekou, Niambaran,
the potential for epithermal as well as orogenic-type gold
mineralisation;
Pokor, Ndom and Mbe) being held directly by the
° On the basis of data collected by the World Bank-funded
Company’s subsidiary, Oriole Cameroon SARL, and the
countrywide prospectivity analysis, PRECASEM, the entire
three western (Mana, Dogon and Sanga) currently held
package has recently (December 2021) been flagged as
by Reservoir Minerals Cameroon SARL, under the same
lying within a significant ‘gold district’;
earn-in agreement that controls ownership of Bibemi
and Wapouzé. The administrative process to transfer the
Reservoir Minerals Cameroon SARL licences into a new
subsidiary is currently underway;
° BEIG3 and its associate Roxane Minerals Limited have a
collective 10% free-carried interest in each of the Oriole
Cameroon SARL licences up until the definition of a
minimum Measured and Indicated resource of 50,000 oz
Au; thereafter, funding will be pro-rata on a contribute or
dilute basis.
WWW.ORIOLERESOURCES.COM 11
Senala
Senegal
° The Senala gold project lies in the highly-endowed
° On the basis of these results, and previous drilling by the
Birimian-age Kédougou-Kéniéba gold belt in south-eastern
Company prior to the signing of the option agreement
Senegal;
° Oriole owns 85% through its joint-venture with local partner
Energy & Mining Corporation S.A.;
° During the period, and under the terms of an option
agreement signed in 2018, Canadian mid-tier IAMGOLD
Corporation entered the fourth and final year of the First
Option period to earn a 51% interest in the project, with a
planned exploration budget of US$1.672million. Subject to
meeting this commitment, IAMGOLD has the option to
spend a further US$4million over two years to earn a total
70% interest in the project;
° The 2021 programme was designed as two phases to target
both the northernmost prospect, Faré, which the Company
believes has the potential to host a standalone deposit, and
the southernmost prospect, Madina Bafé, located ~ 10km
west of IAMGOLD’s 2.5Moz Boto mine development project;
° Phase 1 of the programme focussed on Faré and included
689.50m of diamond drilling in two holes to test the depth
extension of the main mineralised zone at Faré South,
where historical drilling delivered best intersections of
20.00m grading 31.13 g/t Au from reverse circulation (RC)
drilling, and 59.60m grading 2.20 g/t Au and 49.50m grading
1.75 g/t Au from diamond drilling. Results confirmed that
the orogenic gold system at Faré South extends to depths
of at least 350m, with the widest zone of mineralisation
returning 70.00m at 1.46 g/t Au, and the system remains
open at depth and along strike;
with IAMGOLD, a maiden Mineral Resource Estimate was
calculated by Forge International Limited, which delivered
a JORC-compliant Resource of 155,000 oz Au grading
at 1.26 g/t in the Inferred category, based on a 0.3 g/t Au
cut-off and a US$1,800/oz pit shell. This Resource sits within
a larger JORC-compliant Exploration Target for Faré South
of up to 280,000 oz grading at 1.10 g/t Au. Both estimates
remain open at depth and along strike;
° The remainder of the Phase 1 exploration programme
comprised 4,854m of RC drilling in 42 holes across the
Faré North and Faré Far South anomalies, with best
intersections of 11.00m grading 1.22 g/t Au and 35.00m
grading 3.61 g/t Au respectively;
° Phase 2 of the exploration programme initially focussed
on testing the main structural corridor at Madina Bafé, in
the vicinity of previous best drilling intersections of 9.60m
grading 16.08 g/t Au. A total of 3,111m of RC drilling in 48
holes and 401m diamond drilling in four holes delivered
best intersections of 2.00m grading 9.36 g/t Au and 4.00m
grading 0.98 g/t Au, both from RC drilling;
° The remainder of the Phase 2 campaign was redirected
to Faré for 2,148m of RC drilling in 18 holes, focussed on
testing the north eastern extensions of the three main
targets. Results were received in January 2022 and
delivered intersections of up to 5.00m grading 12.45 g/t Au
from Faré South, indicating the high probability for further
resource definition on the property;
° IAMGOLD has now confirmed
to Oriole that it has met the
first option term by investing
US$4million in the project
over an initial four years,
and will be moving to a 51%
licence-ownership position.
The Company and IAMGOLD
are moving through the
administrative steps to
formalise this position.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021ABOUT ORIOLE RESOURCES PLC 12
PROJECTS AND INVESTMENTS CONTINUED
Investments
Thani Stratex Resources Ltd (‘TSR’)
Egypt
° TSR is focussed on the Hodine licence in Egypt that hosts
° In March 2021, TSR signed an agreement with private
the Anbat-Shakoosh and Hutite gold projects, both of
investment company Red Sea Resources (RSR) with
which have identified resources:
respect to earning up to an 85% interest in Hodine in return
Anbat-Shakoosh: In December 2017, TSR announced a
maiden JORC 2012-compliant Inferred Mineral Resource
for paying all outstanding fees and charges and making
staged expenditure commitments totalling US$2.2 million;
Estimate of 209,000 oz at 1.11 g/t Au within porphyry sills,
° Following a successful renewal of the Hodine licence,
although the geometry of these sills is yet to be fully
drilling commenced at Hutite in Q4-2021 as part of RSR’s
resolved. Potential upside has also been highlighted within
First Option to spend US$1.2 million on exploration within
the granodiorite, where an Exploration Target has been
12 months in return for an initial 51% interest in Hodine. RSR
identified;
Hutite: The mineralised system is hosted by a melange
of ultramafic/mafic rocks, representing one of the many
suture zones between tectonic terranes in the eastern
desert of Egypt and as seen all over the Arabian Nubian
Shield. Although TSR has not completed any work at this
project since acquiring it in 2014, former operator Thani
Ashanti drilled over 30,000m of RC and diamond drilling
between December 2010 and March 2013. On the basis
of this work, South Africa-based Quantitative Group
estimated an Inferred Resource (non-JORC) of 11,410,000
tonnes grading 1.41 g/t Au for 520,000 in-situ ounces using
0.40 g/t Au cut-off.
currently holds a 7% interest in the holding company for
Hodine, with TSR holding the remaining 93%. In the event
that TSR’s position is diluted below 10%, its holding shall
be converted to a 1.5% net smelter return (NSR) royalty on
future gold production from the licence;
° As at 31 December 2021, Oriole’s holding in TSR stood at
24.92%.
WWW.ORIOLERESOURCES.COM 13
Thani Stratex D jibouti Ltd (‘TSD’)
D jibouti
° Since late 2019, TSD has been funded and operated
by its largest shareholder African Minerals Exploration
& Development Fund III (AMED Fund III), with Oriole
represented at the board-level;
° Exploration has mostly been focused on the following
three projects within the Afar epithermal province of
the East African Rift Valley:
Pandora: The 93km2 Oklila licence, which includes
the Pandora vein target, covers an epithermal system
were also received with best results of 36.90g/t Au, 19.00g/t
Au, and 10.35 g/t Au returned for Red Horns, Caravan,
and Maranzana targets respectively. Phase 2 drilling
commenced with results from selective sampling of one
diamond drill hole at Red Horns (received in Q4-2021)
returning best intersections of 19.80m at 1.18g/t Au and
10.75m grading at 26.27 g/t Au which includes a bonanza-
grade interval of 1.22m at 211.0 g/t Au. Further results from
the programme are pending;
that comprises over 10km strike length of outcropping
Assaleyta: Located c.16 km to the north of Pandora,
and inferred veins. Three phases of drilling have been
low-sulphidation epithermal gold occurs as high-grade
completed between 2017 and 2021 (totalling ~6,550m).
veins and disseminated mineralisation in rhyolite domes.
Best results from the Phase 3 campaign included
Phase one drilling in 2017 confirmed sub-surface gold
16.86m grading 1.42 g/t Au from 13.00m, including 6.63m
mineralisation of up to 17.40m grading 2.24 g/t Au from
at 2.68 g/t Au, yielded from the north western end of
surface and 3.16m grading 6.79 g/t Au from 20m. Phase 2
Pandora and at the south eastern end of the Pyrrha
drilling commenced in Q1-2021 with best results of 16.00m
prospect. No work was completed at Pandora during
at 1.08 g/t Au and 5.00m at 8.97 g/t Au from selective
the year;
Hesdaba: Located 10km northwest of Pandora, TSD has
completed detailed mapping that has identified veins
over a combined strike length of 16km, with three primary
targets identified: Maranzana, Caravan, and Red Horns.
During the year, the remaining results from 2020 Phase 1
drilling were announced, with additional best intersections
of 1.0m at 2.1 g/t Au, supplementing the previously
reported best intersections of up to 15.00m at 4.08 g/t Au
at Red Horns. Final results of the 2020 rock chip sampling
sampling of five RC drill holes, and 38.10m at 2.21 g/t Au
from selective sampling of two diamond drill holes. In
Q4-2021, results from selective sampling of a further 11 RC
holes include 12.00m at 0.53 g/t Au. Further results from
the programme are pending.
° As of October 2021, Oriole’s interest was reduced to 9.21%
due to the completion of the second tranche of funding
by AMED Fund III. TSD was therefore considered no
longer material to the group and regular reporting no
longer required.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021ABOUT ORIOLE RESOURCES PLC 14
PROJECTS AND INVESTMENTS CONTINUED
Hasançelebi and Doğala projects
Karaağac Gold project
Turkey
° In 2019, the Company’s wholly-owned subsidiary, Stratex
Turkey
° Karaağac is located 300 km west-south-west of Ankara and
Madencilik Sanayi ve Ticaret Limited Şirketi (‘Stratex
mineralisation is hosted by an outcropping thrust zone and
Madencilik’), signed an exploration agreement with
altered limestone.
Bati Toroslar Madencilik Ltd. Şti. (‘Bati Toroslar’) for the
Hasançelebi and Doğala high-sulphidation projects
which will result in a US$500k success-based payment on
delivery of a minimum JORC-compliant indicated and/
or measured gold resource of 100,000 oz (with a 0.3 g/t
Au cut off), defined within the oxide and transition zones
at Hasançelebi, and the completion of an Environmental
Impact Assessment.
° Following the sale of Oriole’s 1.5% royalty on the projects in
2020, a further US$220k is due to Stratex Madencilik once
Hasançelebi moves to the mine-development stage;
° In March 2019, the Company’s partner Anadolu Export
Maden Sanayi ve Ticaret Limited Şirketi (‘Anadolu’),
96%-owned by Istanbul-listed ODAŞ Elektrik, confirmed
the definition of a JORC-2012 compliant Measured,
Indicated and Inferred resource of 348,150 oz Au and
2,832,036 oz Ag (0.2 g/t Au cut-off)
° Under the terms of the Agreement, definition of this JORC-
resource triggered the payment by Anadolu of a US$500k
success-based fee. US$75k of this was received in 2019 but
the balance remains outstanding and, during the Period,
the Company has been engaged in legal proceedings
° During the period, drilling continued at Hasançelebi as Bati
to recover the outstanding US$425,000 plus VAT. The
Toroslar move towards resource definition.
Company has a strong case and remains hopeful of a
positive outcome;
° Following the sale of Oriole’s 1.5% NSR royalty to Anadolu in
2020, the Company remains entitled to a further US$250k
when the project moves towards mine construction.
Muratdere
Turkey
° Muratdere is a substantial copper-gold porphyry system
located west of Ankara with significant silver, molybdenum
and rhenium credits. The project has a JORC-compliant
Inferred resource of 51 million tonnes, comprising 186,000
tonnes Cu, 204,296oz Au and 3.9million oz Ag, that remains
open along strike and at depth;
° According to a previously reported Feasibility Study,
an initial optimised resource of 16 million tonnes will
be processed over a 16-year mine life, for total metal in
concentrate of c.68,000 tonnes copper, c.32,000 ounces
gold and c.955,000 ounces silver (announcement dated 11
March 2015);
° In November 2019, the Company executed share purchase
and royalty agreements with its partner Lodos Maden
Yatırım Sanayii ve Ticaret A.Ş. (‘Lodos’), a wholly-owned
mining investment company of Istabul-listed investment
company Pragma Finansal Danışmanlık Ticaret A.Ş that
resulted in the Company’s equity interest in Muratdere
being converted to a 1.2% post-tax NSR royalty;
° Lodos is preparing to submit an updated Environmental
Impact Assessment (‘EIA’) and a decision is expected
in 2022.
More detail of the above Oriole projects and
investments can be found on the Company’s
website: www.orioleresources.com
WWW.ORIOLERESOURCES.COM CHAIRMAN’S STATEMENT
15
“ I am delighted to have stepped
into the role of Chair of Oriole
in the last month and I am
looking forward to working with
the team to push the business
forward at what is an exciting
stage of its development.”
Eileen Carr
Non-Executive Chair
The Board I’m joining took up their responsibilities in 2018,
at a time when the Group was poorly funded, had a falling
market capitalisation and had no active exploration projects
of its own. The hard work completed over the past four years
has delivered significant progress, with a determined and
aggressive return to early-stage exploration, opening up the
new gold exploration frontier of Cameroon and following the
value creation path of a well-run junior exploration company.
Operations
Senala, Senegal
At Senala, IAMGOLD continued to push forward with its
earn-in, completing significant drill programmes either side
of the West African rainy season. In 2021, IAMGOLD delivered
7,002m of RC drilling and 689m of diamond drilling at the
northernmost Faré prospect, and 4,912m of RC drilling at the
Madina Bafé prospect in the south. IAMGOLD has confirmed
Exploration companies don’t always see the increasing share
that it has met the initial US$4 million of expenditure
price their results deserve, as these gains tend to come in
across the first four years of the Option Agreement dated
sharp rises around resource estimate announcements, and
28 February 2018 required in order to secure a 51% interest in
so I am glad to see the team pursuing an aggressive business
the Senala project and that it intends to exercise this option
model, designed to deliver results quickly and at the lower
once the expenditure figures have been reviewed and agreed
end of the cost curve.
with the Company.
Oriole follows the principles of good exploration but also
The work completed at the Faré South target, when combined
combines that with the benefits of a project generator
with drilling results achieved by Oriole prior to the Option
model. Single-project companies carry a high level of risk
Agreement, enabled the Group to publish a maiden resource
geologically, operationally, and geo-politically, but spreading
estimate of 155,000 oz Au grading 1.26 g/t Au (announcement
that risk by having multiple projects in different countries
dated 23 August 2021). IAMGOLD’s subsequent drilling
within the region should provide a more secure route
confirmed further substantial gold anomalism around this
to Group success. The Company has operated a project
system, reinforcing management’s belief that Faré has the
generator model for many years and retains a number of
potential to host a stand-alone deposit.
legacy positions that it actively manages with a view to
realising cash to fund its ongoing exploration.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021ABOUT ORIOLE RESOURCES PLC 16
CHAIRMAN’S STATEMENT CONTINUED
CHAIRMAN’S STATEMENT
Bibemi, Wapouzé and the Central Licence Package,
Cameroon
Progress at Bibemi has been rapid during 2021, with three
We see great potential in Cameroon as a new frontier for
gold exploration and note increased interest from the wider
exploration community, with a number of new licences
phases of drilling completed on the licence for 6,154m. Early
applied for by our peers. We remain confident that our first
in the year, our maiden drilling programme tested four
mover position has enabled us to secure what we consider to
targets and confirmed gold at each of them. At the Bakassi
be the most prospective ground and welcome the increased
Zone 1 target, we identified zones of mineralisation up to
interest, which will ultimately make it easier to operate in
12m wide and have further drill tested this area, with great
Cameroon, as having more active companies will increase the
success, in follow up programmes during the latter part of
availability of skilled labour and drilling equipment.
the year (announcement dated 9 February 2022). We are
increasingly confident that the gold anomalism observed at
Bakassi Zone 1 extends a further 3km along strike towards the
Investments and Royalty positions
The Group has a range of investment and potential royalty
Lawa West target, offering ample opportunity to expand the
positions arising from its exploration activities in prior years.
exploration programmes. Due to the structural complexity
We take an active interest in managing these positions, with
at Lawa West and Lawa East, we are currently undertaking
the ultimate goal of maximising shareholder value, either
a geophysics programme in the area with the aim of
through realisation or conversion into a royalty position. The
identifying more drill targets.
most significant positions within the Group are set out below.
Exploration at Wapouzé is less advanced than at Bibemi,
although soil sampling in 2019 identified cumulative gold
Thani Stratex Resources (‘TSR’)
The Group holds a 24.92% interest in TSR, the legacy of a joint
anomalism over 13km in length. Results from the follow-up 2021
venture with Thani Ashanti Alliance Limited (‘Thani Ashanti’),
trenching work programme returned grades of up to 2.00m
that is focussed on the Hodine licence in Egypt. During the
grading 4.06 g/t Au (announcement dated 9 February 2022).
year, TSR entered into an earn-in agreement with Red Sea
Under the terms of the earn-in agreement with our well-
established local partner, Bureau d’Etudes et d’Investigations
Géologico-minières, Géotechniques et Géophysiques SARL
(‘BEIG3’), we have reached the required milestones to take
90% ownership of both licences. We have submitted the
paperwork for the transfer of these licences to our local
subsidiary and await confirmation from the Ministry of Mines
that the administrative process and transfer have been
completed.
Early in the year, we were delighted to receive confirmation of
eight licence awards for the Central Licence Package (‘CLP’)
project in central Cameroon (announcement dated 3 February
2021). This provides a contiguous 3,952km2 block of licences,
covering an area that is highly prospective for orogenic-style
gold mineralisation. Five of these licences are held directly
by our 90%-owned subsidiary, Oriole Cameroon SARL, with
the other three held by Reservoir Minerals Cameroon SARL,
under the same earn-in agreement that controls ownership of
Bibemi and Wapouzé. As with Bibemi and Wapouzé, we are
awaiting confirmation of their transfer into our legal ownership
thereby formalising our 90% ownership.
Work at the CLP project has been progressed quickly.
Following an initial remote sensing study early in 2021,
we were able to undertake a stream sediment sampling
programme across the five easternmost licences before the
rainy season took hold mid-year. Follow-up work has already
commenced based on the results of that work and a stream
sediment programme is planned for the three western
licences. Results to date have been very encouraging,
confirming significant zones of gold anomalism.
Resources Limited (‘RSR’), by which RSR resolved a number
of outstanding liabilities in return for an initial 7% stake
and now has the option to earn an overall 85% interest by
incurring US$2.2 million of exploration expenditure by March
2023. It is ultimately expected that TSR’s position will convert
to a 1.5% royalty as RSR advance this project to production.
With resources totalling 729,000 oz Au already identified on
the licence, there is an expectation that the Group’s equity
share of this royalty could be of appreciable value.
Thani Stratex Djibouti (‘TSD’)
TSD is focussed on the exploration of gold projects in Djibouti
and is another legacy asset arising from the historical joint
venture with Thani Ashanti, with Oriole’s interest currently
standing at 9.21%. Whilst we maintain board representation,
we are increasingly frustrated by the slow progress being
made as it is creating a high ratio of G&A to exploration
expenditure. The projects have great promise, having
delivered encouraging results including 15m grading 4.08 g/t
Au (announcement dated 22 December 2020) but a faster
rate of progress is needed in order to deliver an effective and
financially efficient exploration programme.
Turkey
The Company’s first projects were in Turkey and residual
interests are still held across a number of licences. The
ownership of all these licences has now passed to third-
parties, who are advancing the projects. In 2022, we will
maintain a representative presence in Turkey in order to
maximise returns from these remaining interests.
WWW.ORIOLERESOURCES.COM ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021
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Chief among these is our 1.2% royalty in the Muratdere
copper-gold project in Turkey. The Company’s joint-venture
partner, Lodos Maden Yatırım Sanayii ve Ticaret A.Ş. (‘Lodos’),
is close to submitting its Environmental Impact Assessment
(‘EIA’) report and we are await the successful conclusion of
this key phase. With a copper price that has risen by 60% over
the last two years, we see significant value attaching to this
asset as it moves through the regulatory phases.
Elsewhere in Turkey, we have ongoing court cases for the
recovery of US$425k from Anadolu Export Maden Sanayi
ve Ticaret Limited Şirketi (‘Anadolu’) and US$960k from
NTF Insaat Ticaret Ltd Sti (‘NTF’), both former joint-venture
partners. These debts are fully provided against in the financial
statements, but we hold a very strong legal position in both
cases and anticipate an eventual successful resolution.
At the Hasançelebi and Doğala gold projects in Turkey, the
Company signed an exploration agreement with Turkish
private company Bati Toroslar Madencilik Sanayive Ticaret
LTD. Sti (‘Bati Toroslar’) in 2019. The agreement provides
for the payment of a US$500k success-based fee upon
successful definition of a minimum 100,000 oz Au JORC-
compliant resource and completion of the EIA. Drilling has
been ongoing through 2021 and work towards resource
definition is progressing.
Covid-19
The management team successfully adapted the Group
to work within the restrictions imposed by the Covid-19
pandemic. Whilst restrictions are easing in the UK, it
is important to remember that we work in parts of the
world where the vaccine rollouts are still in progress. As
such, although we expect there to be little impact on our
operations in 2022, we continue to monitor the situation
carefully. During 2021, we arranged for the vaccination of our
Cameroonian workforce, on a voluntary basis, and will ensure
this facility remains available to our team.
AGM Update
The Company’s AGM is scheduled for 26 April 2022 at the
offices of Grant Thornton UK LLP, 30 Finsbury Square,
London, EC2A 1AG. Whilst we expect this will be an open
meeting, the Company encourages all shareholders to vote
via proxy form in advance of the meeting date. The Company
shall inform shareholders via regulatory announcement if the
meeting needs to revert to being a closed meeting.
Outlook
On behalf of the Board, I would like to thank John McGloin
for his work over the last three and a half years. He has led
the Board ably through that period and leaves with the
best wishes from us all. John leaves the Group in good
shape and with a clear strategy to deliver shareholder value
by performing high-quality exploration work in highly
prospective gold districts. The results at Bibemi offer great
encouragement and the opportunity provided by the Central
Licence Package, a district-scale play that is already proving
to host significant gold anomalism, is huge.
I’m very pleased to be taking over from John at this exciting
stage. We have a strong team throughout the business and,
on behalf of Oriole’s Board of Directors, I would like to express
our appreciation and thanks to all of our employees for their
continued dedication and professionalism during the past
year, and our shareholders for their continued support.
Eileen Carr
Non-Executive Chair
8 March 2022
18
WWW.ORIOLERESOURCES.COM
Operational and
Financial Review
“ The Group’s main operations
are split between active
exploration projects and
the management of our
investment and royalty
positions.”
Tim Livesey
Chief Executive Officer
Principal Activities
In addition, there are steadily diminishing proven resources at
the main gold producers and so the Board believes the need
The principal activity of the Group is the exploration
to find new resources will ultimately drive their increased
and development of gold and other high-value base
appetite for supporting the activities of junior exploration
metals projects.
companies like Oriole.
Strategic approach
Business performance
The Board’s strategy is to establish the Company as a leading
value-adding project-generator in our chosen mineral
2021 Operations
The Group’s main operations are split between active
specialisations and in our geographic areas of operation.
exploration projects and the management of its investment
The Board seeks to acquire exposure to highly-prospective
and royalty positions.
districts, primarily in West Africa, and the Group has
developed a first-mover position in Cameroon, an exciting
new frontier for gold-exploration. The Board aims to develop
a portfolio of projects that cover a range of mineral deposits
across multiple jurisdictions, thus mitigating sovereign,
technical and operational risks.
Impact of Covid-19
Coming into 2021, the Covid-19 pandemic was still very much
an issue globally but had limited impact on the Company’s
operations. The Group has been operational in Cameroon for
the whole of 2021, with three phases of drilling completed
and extensive work programmes continuing across all
The Group finances its activities through the monetisation of
its licences.
more advanced projects and through periodic capital raisings.
Business environment
The price of gold was relatively stable during the year, with
a small decrease from an opening position of US$1,894 per
ounce, to US$1,815 per ounce at 31 December 2021. This level
of gold price has been sustained since July 2020 and, in the
context of Oriole, is 50% higher than when the Company was
rebranded in 2018.
In March 2020, as an immediate response to the developing
pandemic, the Board and management team took
substantial pay cuts in order to preserve funds in uncertain
times. As 2020 ended, it became clear that Oriole could
function as normal in the ‘new world’ and so these measures
were unwound to return employees and suppliers back to
contractual rates. The Group continues to work flexibly, and
with staff safety a prime concern, but the UK team has been
operating from the Company’s Exploration Office in Eastleigh
whenever government regulations have allowed.
Oriole Resources PLC
Company number: 05601091
Registered office: 180 Piccadilly, London, W1J 9HF, UK
The Directors present their strategic report on the Group for the year
ended 31 December 2021.
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The Board believes the impact of Covid-19 on its 2022
ground that had been identified by the Group as part of a
operations will not be significant but it continues to monitor
prospectivity review in the summer of that year. The licence
the situation.
Active Exploration projects
The primary focus for the Group’s own exploration activities is
its position in Cameroon. In 2018, the Group signed an earn-
in agreement with BEIG3 to gain a majority interest in the
Bibemi and Wapouzé licences in northern Cameroon. Work
on the licences in 2019 and early 2020 provided encouraging
results and, in early 2021, a maiden drilling programme was
completed for 3,118m at Bibemi. The Group subsequently
completed two further phases of more targeted drilling
during H2-2021 and continues to be encouraged by the
results. The Bakassi Zone 1 prospect has been the main focus
grants were received in February 2021 and a regional stream
sediment sampling programme was completed across five
of the licences early in 2021. Results from those samples
enabled the geological team to target significant areas
of gold anomalism, within specific drainage basins, and a
substantial targeted soil sampling programme commenced
in autumn 2021. That programme is still ongoing and similar
programmes of stream sediment sampling and soil sampling
are planned to be completed on the three remaining
licences in 2022.
At the 472km2 Senala licence in Senegal, Canadian-listed
gold miner IAMGOLD focussed on diamond and RC drilling
of the drill campaigns to date and the mineralised corridor
at both the Madina Bafé and Faré targets, with particularly
has been confirmed over more than 1km of strike; it remains
good results returned from Faré. During the year, the
open in all directions and at depth. Work is continuing in
Company independently commissioned a maiden Mineral
2022, with a geophysical survey already underway to further
Resource Estimate for the Faré South target and announced
understand the structures at three additional targets,
an initial resource of 155,000 oz grading 1.26 g/t Au in the
namely Lawa West, which may prove to be an extension of
Inferred category, within a larger Exploration Target of up
the Bakassi Zone 1 prospect, Lawa East and Bakassi Zone
to 280,000 oz Au grading 1.10 g/t Au. This does not include
2. The geological team is currently designing follow-up
any of the potential resources from the Faré North and Faré
programmes.
Trenching at Wapouzé has also been completed and
all data is currently being reviewed ahead of designing
future programmes.
Far South targets, with recent drilling at the latter having
delivered up to 35.00m grading 3.61 g/t Au. Under the
terms of the Option Agreement, IAMGOLD was obligated
to spend US$4 million on the licence by 28 February 2022.
The Company has now received confirmation from
The Group has now reached the expenditure target defined
IAMGOLD that, subject to review by the Company, the
within the 2018 option agreement signed with BEIG3 and
expenditure target has been reached. Subject to
is moving through the process to take 90% ownership of
review and confirmation of this point, the first
both licences.
Additionally, in 2019, the Group applied for a district-scale
package of licences – the Central Licence Package - in
central Cameroon, covering 3,592km2 of highly prospective
option will be triggered and IAMGOLD will
move to a 51% ownership position.
STRATEGIC REPORT
20
OPERATIONAL AND
FINANCIAL REVIEW CONTINUED
Investment and royalty positions
The Company has a long history of gold and base metal
aggressive exploration programme that was outlined to the
TSR shareholders in 2019, of 40,000m drilling within three
exploration success. This history has left it with a valuable
years and development of resources, has failed to materialise
portfolio of legacy assets throughout East Africa and Turkey,
which, even taking Covid-19 into account, is disappointing.
which are the subject of an on-going asset realisation
programme. The management team actively manages these
assets, including taking up Board positions where possible in
order to assist with value maximisation. Two of these assets, a
24.92% holding in TSR, and a 9.21% holding in TSD, arise from
a legacy joint-venture agreement between the Company,
whilst under previous management, and Thani Ashanti.
With Turkey continuing to face economic issues, which
impacted the Group’s consultancy income, the Board took
the decision to close the Company’s Turkish office. The Group
has put in place arrangements to manage its interests in
Turkey, with up to US$2.4 million to be collected from the
agreements that are in place with former partners. At the
Group’s former Karaaǧaç gold project in Turkey, pursuit of
The investment in TSR covers the Hodine licence in Egypt
the U$425k owed by the operator, Anadolu, is still ongoing.
that hosts the Anbat and Hutite projects. At Hutite, former
During the year, the Group won an interim injunction against
operator Thani Ashanti drilled over 30,000m of RC and
Anadolu and were able to send lawyers into the company’s
diamond drilling between December 2010 and March 2013.
Ankara offices to ascertain what assets would be available.
On the basis of this work, South Africa-based Quantitative
Turkish justice has moved slowly, particularly in light of
Group estimated an Inferred Resource (non-JORC) of 11.41
Covid-19, but it is moving in the right direction. The Group
million tonnes grading 1.41 g/t Au for 520,000 ounces (in-
is now working to bring the parent company, Odaş Electrik,
situ) using 0.40 g/t Au cut-off. At Anbat, TSR has previously
into the interim injunction. In the meantime, the Group has
announced a maiden JORC 2012-compliant Mineral Resource
rejected two unacceptable offers of settlement from Anadolu
Estimate of 209,000 oz at 1.11 g/t Au within porphyry sills
and remain extremely confident that, if this case makes it to
(announcements dated 6 and 13 December 2017). Operation
court, the Group will win the full sum due, plus damages and
of this project has now been taken over by RSR, who has
costs. Following the sale of a royalty right to Anadolu in 2020,
acquired an initial 7% interest and is spending US$2.2
the Group is also contingently owed US$250k from Anadolu
million to earn a total 85% interest in the Hodine licence.
should the Karaaǧaç project receive Environmental Impact
Progress has been rapid and focussed, with 2,300m of
Assessment (‘EIA’) approval and move to mine construction.
drilling completed in the final two months of 2021. Whilst
The Group continues to monitor progress on this and has
the Company will see its ownership diluted, the ultimate aim
retained the right to take the royalty back if Anadolu defaults
is for Oriole to retain a significant interest in the 1.5% royalty
on that payment.
that will go to TSR upon that company being diluted below a
10% holding in Hodine.
The Group is also awaiting news of a US$960k debt owed
by NTF, a former partner in Turkey, who defaulted on tax
Disappointingly, the progress at TSD has been less
payments that were originally due in 2017. Progress on this
impressive. TSD became a standalone vehicle in late 2019
has been held up by a preceding case involving NTF but the
and is now funded and managed independently of TSR. The
Board hopes for a resolution of that case in 2022, which may
company is focussed on the exploration of epithermal gold
allow a quick settlement with NTF.
projects in Djibouti, namely Pandora, Assaleyta and Hesdaba,
with African Minerals Exploration and Development Fund
lll (‘AMED Fund lll’) having taken over operational control
in 2019, following a general meeting of the shareholders in
TSR who at that time held 50% of TSD and had operational
control. Unfortunately, though Oriole voted against the deal
proposed, a majority voted in favour and control passed
to AMED Fund lll. After initial encouraging signs, whereby
the Company was able to report 6,907.50m drilled in 2020,
progress has slowed substantially whilst costs have far out-
stripped the exploration progress made. In the last nine
months of 2021, TSD managed to drill only 887.70m and
have now drilled only 10,990.70m in two years at a cost of
well over US$5 million. This arrangement has significantly
diluted minority shareholders without adding significant
value to TSD overall. The Board still firmly believes in the
potential of the Djibouti licences but the well-funded
Meanwhile, there has been good progress at the
Hasançelebei project, with 11,421.40m drilled during the year.
The Group is due to receive US$500k from its partner Bati
Toroslar when this project passes EIA stage, and a further
U$220k once mine construction commences.
At the Muratdere copper-gold project in northern Turkey,
the Company holds a 1.2% royalty position. The revised EIA for
this project is close to submission by the Company’s joint-
venture partner, Lodos, with the expectation of a successful
application. The Group continues to engage with royalty
companies with regards to the sale of this asset.
WWW.ORIOLERESOURCES.COM 21
Financial Review:
Whilst the loss for the year rose to £1,569k (2020: £320k), a
significant proportion of this £1,249k increase, was due to the
senior management team. However, the Board believes it
appropriate to use a measure readily accessible from the
audited accounts.
revaluation of the Senala project from Euros into Sterling at
In October 2021, the Company completed a £1.8 million fund
the year end. This revaluation contributed towards the £571k
raise and this, alongside funds from warrant exercises earlier
of foreign exchange losses in the year, compared to £317k of
in the year, enabled the Group to complete three phases
gains in the prior year. It is important to note that this adverse
of diamond drilling at Bibemi, totalling 6,154.10m, and start
swing of £888k has no monetary impact on the Group.
work on the district-scale Central Licence Package that was
Of the profit and loss items the Group has control over, it was
pleasing to note only a small (6%) increase in administrative
expenses to £1,083k (2020: £1,018k) which, given the
unwinding of the cost saving measures taken in 2020 to
protect the business from the financial uncertainty caused
by the Covid-19 pandemic, is a very pleasing result. The Board
remains committed to reducing administrative costs, whilst
granted to the Group in February 2021. The Board continues
to target expedited exploration work, whilst at all times
following the systematic exploration model that ensures
exploration techniques are deployed at the appropriate
time. The capitalised exploration expenditure of £2,018k
demonstrates the determination of the Board to focus its
available funding appropriately, on the projects themselves.
increasing investment in its geological programmes.
The Group continues to look for opportunities to raise cash
from asset disposals, with the most frequently discussed
asset being its 1.2% net smelter returns royalty on the
Muratdere copper-gold project in Turkey. The Company
received two non-binding offers during the year but the
Board believes that once the regulatory hurdle of an
approved EIA is achieved, the prospects for a sale at a much
higher price will be enhanced. The residual holdings in
Thani Stratex Resources and Thani Stratex Djibouti have
been maintained at current carrying values. The Group
continues to look for opportunities to realise value from
these two projects.
Two other significant profit and loss movements impacted
the results for the year. Within other income, the net profit
from the Turkish consultancy business dropped by £100k,
reflecting a very difficult period for the Turkish economy.
In response to consultancy sales dropping off, the Group
has moved to reduce its exposure in Turkey and in 2022
will maintain only a part time presence, with the express
aim of continuing to represent the Group’s interests in the
country, where there is an identifiable US$2.4 million of
potential income, excluding the Muratdere royalty. These
new managerial arrangements already show some promise,
with a US$22k sale of a small antimony royalty completed
subsequent to the year end.
Elsewhere, the 2021 tax refund for the Group’s research and
development activities was £119k less than that received in
2020. This reflects the fact that Covid-19 curtailed the 2020
field season, which is the basis of the expenditure behind the
tax receipt in 2021. The Board expects the tax refund to return
to a more significant level in 2022, given the Company’s
exploration spend of £1,778k in 2021.
The Group’s stated aim is to use the funds available to
advance its projects as effectively as possible. This means
using as much of the funds available on exploration and as
such, the Board is dedicated to following the exploration
route to success by interpreting results, planning the next
phase, raising capital and executing the plan. In the long run,
this minimises the spend on administration whilst building
value in the projects. The key KPI measure the Group has
adopted is cash-flow based, measuring the spend on the
intangible assets (the projects) against the total spend
on operations and investing. On this measure, 63% of the
2021 spend was on direct exploration work on the licences.
Of course, a significant proportion of the other costs are
also geologically related as they include the wages of the
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021STRATEGIC REPORT 22
OUR GOVERNANCE
Organisation overview
The Board of Directors was fully refreshed in 2018 and was
strengthened during 2021 by the appointment of Claire
Bay, Executive Director for Business Development and
Exploration, who has been a key member of the Group’s
management team for a number of years. In December
2021, the Company announced that John McGloin would
retire from the Board in February. The directors took this
opportunity to refresh the balance of the Board, with the
appointment of Eileen Carr, who has held finance related
During 2021, the committee comprised John McGloin
(Non-Executive Chairman) and David Pelham (Independent
Non-Executive Director). No Director took part in discussions
concerning the determination of their own remuneration.
Principal risks and uncertainties
The Group’s operations are exposed to a variety of risks, many
of which are outside of the Company’s control.
Exploration Industry Risks:
Mineral exploration is speculative in nature, involves many
roles in the Natural Resources sector since the early 1990’s.
risks and is frequently unsuccessful. Following any discovery,
The Company is delighted to have Eileen on board and
it can take a number of years from the initial phases of
gives John its best wishes in his new role as Chief Executive
drilling and identification of mineralisation until production
Officer of Diamond Fields Resources Inc. The Board is ably
is possible, during which time the economic feasibility
supported by a management team that, for many years, has
of production may change. Substantial expenditures are
delivered successful exploration projects.
The Board of Directors
The Board is responsible for providing strategic direction
required to establish mineral reserves and to construct
mining and processing facilities. As a result of these
uncertainties, no assurance can be given that the exploration
programmes undertaken by the Group will result in any new
for the Group, setting objectives and management policies
commercial mining operations being brought into operation.
and agreement on performance criteria. The Board monitors
Government activity, which could include non-renewal of
compliance with objectives and policies of the Group
licences, may result in any income receivable by the Group
through monthly performance reporting, budget updates
being adversely affected. In particular, changes in the
and monthly operation reviews.
The current composition of the Board is three Executive
Directors and two Non-Executive Directors. The Board
application or interpretation of mining and exploration laws
and/or taxation provisions in the countries in which the Group
operates could adversely affect the value of its interests.
believes that the composition of the Board provides an
These risks are mitigated as much as possible by building
appropriate mix to conduct the Group’s affairs at the present
and maintaining a pipeline of projects at various stages of
time, and the Nomination Committee (comprising the Non-
development, by employing highly experienced and highly
Executive Directors) keep this under regular review.
trained geologists, both at Board level and at the operational
The Audit Committee
The Audit Committee provides a formal review of the
effectiveness of the internal control systems, the Group’s
financial reports and results announcements, and the
level and by maintaining good relationships with the
Governments of the countries in which we operate.
Political risks:
All of the Group’s operations are located in foreign
external audit process. During 2021 the committee comprised
jurisdictions. As a result, the Group is subject to political,
John McGloin (Non-Executive Chairman) and David Pelham
economic and other uncertainties, including but not limited
(Independent Non-Executive Director). The external auditors
to, changes in policies or the personnel administering them,
and Bob Smeeton the Chief Financial Officer attend by
terrorism, nationalisation, appropriation of property without
invitation when appropriate.
No internal control issues were identified during 2021
requiring disclosure.
The Remuneration Committee
The Remuneration Committee provides a formal
fair compensation, cancellation or modification of contract
rights, foreign exchange restrictions, currency fluctuations,
export quotas, royalty and tax increases and other risks
arising out of foreign governmental sovereignty over the
areas in which these operations are conducted, as well as
risks of loss due to civil strife, acts of war, guerrilla activities
and transparent review of the remuneration of the
and insurrection.
Executive Directors and senior employees and makes
recommendations to the Board on individual remuneration
packages. This includes the award of non-contractual
performance related bonuses and share options.
Remuneration packages are designed to reward, motivate,
retain and recruit individuals. Bonuses are only paid in
recognition of performance.
The Board aims to only conduct operations in those
countries with a stable political environment and which have
established acceptable mining codes. The Company adheres
to all local laws and pays heed to local customs.
WWW.ORIOLERESOURCES.COM ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021
23
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Financial and liquidity risks:
The main financial risks facing the Group are the availability of
The Group does not operate within the European Union and
as a result the Directors have seen limited impact on the
adequate funding and fluctuations in foreign exchange rates.
business from the UK’s exit from the European Union and
The Group’s main source of finance is the monetisation
of projects supported where necessary by the issue of
share capital. Tight budgetary and financial controls are
maintained across the Group. The Group only deals with
high-quality banks. It does not hold derivatives, does not
trade in financial instruments, does not engage in hedging
arrangements and does not enter into binding commitments
for exploration expenditure.
The use of interest-bearing deposit accounts is maximised
and cash flow forecasts are constantly updated and reviewed
by the Board.
Foreign exchange risks:
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures,
primarily with respect to the Euro, which is tied to the Central
African Franc which is the operational currency of Cameroon,
and US Dollar, which is the currency predominantly used by
suppliers of drilling equipment and services.
The Group’s exposure to foreign exchange movements is set
out in Note 19 of the Accounts. Risks to exchange movements
are mitigated by minimising the amount of funds held
believe any impact will be limited to the effects of potential
increased foreign exchange fluctuations. This may mean
exploration costs rise, as the Group primarily operates in
West Africa, where currencies are typically linked to the
Euro. However, the Directors do not expect there to be any
significant lasting impact.
Liquidity risk:
The Group’s liquidity risk is considered to be significant as it
is a pre-revenue business. The Directors regularly review the
opportunities for asset realisation and the need for further
equity raising.
The Group does not enter into binding commitments
for exploration expenditure. Cash forecasts are updated
continuously. The financial exposure of the Group is
substantially reduced by partnering with third parties in
exploration joint ventures.
Future developments
The Company advances its exploration projects on the
basis of analysing results to date, deciding on the most
cost effective techniques for the next stage and raising
funds to support those activities as appropriate. In addition,
overseas. All treasury matters are handled centrally in the UK.
the Company regularly reviews potential new exploration
All requests for funds from overseas operations are reviewed
projects at various stages of development, and based within
and authorised by Board members. The Group hedges its
the European and African time-zones.
exposure to foreign currency by budgeting in the currencies
that will be required to fund its exploration programmes,
and then holding sufficient cash in those currencies to
meet those requirements. No further hedges are required
to manage this foreign exchange exposure and the Group
Key performance indicators
The Board monitors the following KPI’s on a regular basis:
° Share price versus its peer group;
recognises the profits and losses resulting from currency
° Exploration expenditure as a percentage of total
fluctuations as and when they arise.
expenditure. The Board has established a 60% or more
target for this metric and in 2021 achieved 63%. Due to the
impact of Covid-19 on the exploration programme, there is
no valid comparison for 2020.
24
SECTION 172(1) STATEMENT
Promotion of the Company for the benefit of
the members as a whole.
The Board of Director’s believe they (‘the Directors’ or ‘we/
° Fundraising to support early-stage exploration at the
our’) have acted in the way most likely to promote the
Central Licence Package (‘CLP’) project, Cameroon: the
success of the Company for the benefit of its members as a
fund raise referred to above also provided working capital
whole, as required by s172 of the Companies Act 2006.
for the first stages of exploration work at the newly
The requirements of s172 are for the Directors to:
acquired CLP project in Cameroon. This extensive package
of land provides an opportunity for the Group to establish
° Consider the likely consequences of any decision in the
a brand-new gold district, and the Board believed raising
long term,
° Act fairly between the members of the Company,
° Maintain a reputation for high standards of business
conduct,
° Consider the interests of the Company’s employees,
° Foster the Company’s relationships with suppliers,
customers and others, and
funds to support this early-stage work was justified by the
prospectivity of the ground, and will ultimately provide
significant value accretion for the Group.
° Pursuit of an aggressive asset realisation strategy: the
Board continues to believe an asset realisation strategy is
in the best interests of shareholders, in order to provide
funds for exploration work on our primary projects. Two
royalty and one investment position were realised in the
° Consider the impact of the Company’s operations on the
prior year, and the Board continues to actively look for
community and the environment.
further opportunities.
The Company operates as a gold-exploration business,
which is inherently speculative in nature and, without
regular income, is dependent upon fund-raising for its
° Appointment of a third Executive Director: During the year
the Directors decided to promote Claire Bay to the position
of Executive Director, Exploration & Business Development
continued operation. The pre-revenue nature of the business
in recognition of her importance in the management
is important to the understanding of the Company by its
members, employees and suppliers, and the Directors
are as transparent about the cash position and funding
of the Group’s activities and the need to develop and
retain our key employees. At the same time, the Board
considered the need for a third Non-Executive Director in
requirements as is allowed under the regulations for quoted
order to maintain Board balance and decided that a newly
companies and of the AIM Market.
The application of the s172 requirements can be
formed Nomination Committee, comprising the two Non-
Executive Directors, would keep this matter under review.
demonstrated in relation to some of the key decisions made
As a gold exploration company operating in West Africa,
during 2021:
° Fundraising to support drilling at Bibemi, Cameroon:
following the maiden drilling programme at Bibemi
completed in April 2021, the Board determined that the
results of that work justified a follow up campaign of
further exploration drilling in order to move the project
towards resource definition. Whilst mindful of difficult
market conditions, the Board nevertheless determined
that the value to be generated by drilling would outweigh
the dilutionary impact of an equity raise, and that an equity
raise was in the interests of shareholders. Consequently
a £1.75m equity raise was executed in Autumn 2021 in
order to ensure we could perform significant project
advancement in the 2021/22 dry season in Cameroon.
the Board takes seriously its ethical responsibilities to the
communities and environment in which it works. We abide
by the local and relevant UK laws on anti-corruption &
bribery. Wherever possible, local communities are engaged
in the geological operations and support functions required
for field operations, providing much needed employment
and wider economic benefits to the local communities.
In addition, we follow international best practise on
environmental aspects of our work. Our goal is to meet
or exceed international standards, in order to ensure we
obtain and maintain our social licence to operate from the
communities with which we interact.
The interests of our employees are a primary consideration
for the Board. An inclusive share-option programme allows
them to share in the future success of the Company, personal
development opportunities are supported and a health
and security support network is in place to assist with any
issues that may arise on field expeditions or as a result of the
Covid-19 pandemic.
WWW.ORIOLERESOURCES.COM 25
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG)
At Oriole, ethical and responsible stakeholder
engagement and protection of the environments
in which we work is at the core of everything we do,
ensuring that all parties benefit from our operations.
In 2021, we went a step further by beginning to align ourselves with the United Nations’ Sustainable Development Goals.
Of the 17 goals, Oriole has initially focussed on the following eight that we believe are most aligned with our core business
and with our responsibilities as a corporate citizen.
Of the 17 goals, Oriole Resources has initially focused on
the following eight
Quality education
Good health and well-being
The health
and well-
being of our
employees
is of utmost
importance.
During
the year,
in addition
to Covid-19
testing and
Exploration and mining companies have always been at
the forefront of upskilling the local population in what
are often remote areas of the World where educational
facilities are sometimes less well established. Operating
in Cameroon, with its relatively embryonic mining
industry, gives us exposure to this opportunity and we
work closely with the local communities and universities
to deliver on this. In fact, across all our operations, we
source our employees in-country wherever possible
and provide appropriate training at all levels to ensure
everyone has an equal opportunity. During the year, the
Company supported Cameroonian student Edith Yalda
on her Masters’ project at the University of Ngoundéré.
Edith’s project utilised diamond drill core from our
Bibemi project to study the importance of magnetic
susceptibility as a prospecting tool in orogenic gold
systems. In November, management attended Edith’s
thesis defence and the award of her degree; she is now
a full-time employee with the Company. A number of
precautionary measures such as the wearing of face
other students, both in the UK and Cameroon, have also
masks, the Company ran a voluntary Covid-19 vaccination
been supported at various levels, from internships to BSc
programme for its teams in Cameroon. A total of 23
and MSc projects.
team members opted to receive the Johnson & Johnson
one shot vaccine, as well as some members of the local
community that requested it. During the pandemic,
we also introduced hybrid working for our UK team,
reducing exposure to potential Covid-19 transmission
whilst ensuring the Group still operates effectively. In
Cameroon, basic provisions such as a water well and
a fridge for medical supplies might seem relatively
small contributions, but they are meaningful to the
communities in which we operate and can have a big
impact on their health and well-being. Our local teams
are empowered to bring forward suggestions that can
improve lives and continue to build our social licence
to operate.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021STRATEGIC REPORT 26
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG) CONTINUED
Gender equality
Industry, Innovation & Infrastructure
Diversity within a workforce brings wide-ranging
Exploration and mining is at the front line of discovering
benefits and can often be fundamental to a company’s
the very resources that are critical to the delivery of
success. Oriole promotes diversity throughout the Group,
global infrastructure and technological advancements
building its teams based on merit and not gender –
and that are important to many of the sustainability
or any other prejudice - and ensuring that everyone
challenges facing the world today. Whilst we are
has equal rights, responsibilities and opportunities.
gold-focussed, during our exploration work we also
Despite being a male-dominated industry, Oriole
test for a wide range of other elements, including the
strongly supports and empowers women in mining. The
battery metals that are crucial to meeting the UN’s
Company has female roles at all levels of the business,
sustainability goals. The importance of gold in building
from junior staff through to management, and has
resilient infrastructure and promoting sustainable
recently appointed two women to the Board.
industrialisation is often overlooked and yet, due to its
inherent properties, 11% of all gold produced is used
in industry, with applications in medical, electronics,
automotive, defence and aerospace industries, as well
as climate-controlled buildings. Gold is also increasingly
used as a catalyst in many industrial processes, and new
research reported this year claims that gold holds the
answer to reducing global greenhouse gas emissions by
converting waste CO2 into jet fuel.
At a more local level, we aim to support governmental
sustainability programmes. In Senegal, through the
option agreement with IAMGOLD, the Company
provides annual contributions to the country’s Social
Mining Programme, a fund dedicated to benefiting local
communities, and an integral part of the Senegalese
Mining Code.
Decent work and economic growth
Exploration, and the resultant mining operations, drive
significant growth in developing economies and are
associated with a multiplier effect at both a local and
national level. Oriole is committed to providing all of
its employees with fair incomes, job security and safe
working conditions. We support the development of all
our employees and aim to provide an environment which
will attract, retain, and motivate people, helping them
to maximise their potential and share in the Group’s
successes. During the year, we expanded our core team
to include six Cameroonian employees, bringing them
on to full time contracts and giving them financial
security by ensuring they are paid all year round, not
just when the exploration programmes are running. We
also trained and then employed technicians and casual
workers from the local communities, which has had a
significant positive impact both financially and in terms
of upskilling the local workforce.
WWW.ORIOLERESOURCES.COM
27
Reduced inequalities
Partnerships for the Goals
Oriole leads by example in the countries and
Oriole has a diverse array of stakeholders and is
communities in which it operates, by building diverse
committed to understanding and meeting their needs.
teams that do not discriminate on the basis of sex, age,
In all the countries we operate, we have local partners
disability, sexual orientation, race, class, ethnicity, or
that help us to foster good relationships with local
religion. Throughout the business, we fully embrace the
communities and the local administration to ensure
individuality of each and every one of our employees
that our goals are aligned. We also use in-country
and operate a zero-tolerance approach to anyone that
suppliers wherever possible to support communities
does not adhere to these values. Within the business,
and local businesses. In Cameroon specifically, we
our team of 19 employees are from four different
have also continued to work closely with the Ministry
counties, practise a number of different religions and
of Mines, the UK Honorary Consul and the British High
have ages ranging from 22 to over 65 years old.
Commission, and strongly support the efforts they are
making to attract foreign investment and promote the
sustainable development of Cameroon. During the
year we registered our interest in signing-up to the
British High Commission’s sustainability goals for UK
businesses in Cameroon that we understand will be
launched during 2022.
Life on Land
The Company is committed to minimising any adverse
impacts of its activities on the natural environment and,
as a minimum standard, we comply with any relevant
legislation and environmental regulations within
the territories in which we operate. During all of our
programmes, we ensure that we have a minimal impact
on the environment by planning our programmes as
efficiently as possible and we have protocols in place
to ensure that all of our sites are rehabilitated before
we move on. Where trenches have to remain open for
sampling and logging purposes, measures are put in
place to ensure the safety of animals and people in
the area. During the year, our other efforts towards
protecting the environment included building our
Bibemi exploration camp out of up-cycled shipping
containers, sourced locally in Cameroon, and installing
solar panels to generate electricity for that camp.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021STRATEGIC REPORT
28
CORPORATE
GOVERNANCE
The Chairman of the Board of Directors of Oriole Resources
° Applying the most appropriate cost-effective exploration
PLC (‘Oriole’ or ‘the Company’ or’ the Group’ or ‘we/our’) has
techniques in order to determine whether further work,
a responsibility to ensure that Oriole has a sound corporate
using increasingly expensive exploration techniques, is
governance policy and an effective Board.
justified; and
The Board has adopted the Quoted Companies Alliance
(‘QCA’) Corporate Governance Code. The QCA code identifies
ten principles to be followed in order for companies
to deliver growth in long-term shareholder value,
encompassing effective management with regular and
timely communication to shareholders. This report follows
the structure of those principles and explains how we have
° Appreciating the likely realisation routes that will be
available to us as the project moves towards development.
Principle 2: Seek to understand
and meet shareholder needs and
expectations
The Company is committed to engaging with its
applied the guidance as well as disclosing any areas of non-
shareholders to ensure that its strategy, operational results
compliance.
We will provide annual updates on our compliance with the
QCA Corporate Governance Code. The Company notes that
it does not comply with the QCA Corporate Governance
Code as no Audit Committee Report has been prepared in
this Annual Report. The Board has assessed that, having
regard to the nature and current stage of development of the
Company and its projects, it is not currently required for the
Audit Committee to produce such a report for the Company
to maintain its corporate governance and will continue to
review this in the future. The sections below set out how the
Group applies the ten principles of the QCA code and sets out
areas of non-compliance.
and financial performance are clearly understood. We aim
to engage with our shareholders via roadshows, attending
investor conferences and through our regular reporting on
the London Stock Exchange. In 2021, due to the continuing
Covid-19 restrictions, roadshows and investor conferences
could not happen in their traditional format. Instead,
we moved our engagement with shareholders on-line,
running a number of seminars providing the opportunity
for presentations followed by question and answer sessions.
These seminars remain available for later viewing, and have
proven an effective way of engaging with shareholders
and potential investors. We also attended on-line investor
conferences and as restrictions in the United Kingdom
relaxed, have had face to face meetings with investors and
There have been no significant governance changes during
prospective investors. We actively encourage investors to
the year.
Principle 1: Establish a strategy and
business model which promotes
long-term value for shareholders
The Company is a gold and base metals exploration specialist,
with operations in Africa and Turkey. Our goal is to deliver
long term value for our shareholders. We aim to do this
by identifying good quality grassroots and early-stage
exploration projects. Consequently we:
° use our expertise to identify those areas with economically
feasible deposits,
° assess the business environment of the target country
and its attractiveness for prospecting and eventual mining
operation,
submit questions, primarily via our website, and seek to
answer those questions received within the restrictions
placed on us by AIM.
LSE announcements include details of the website, Twitter
page and phone numbers to contact the Company and its
professional advisors.
Private shareholders
The AGM is the main forum for dialogue with retail
shareholders and the Board. The Notice of Meeting is
sent to shareholders at least 21 days before the meeting.
During 2021, the AGM was conducted remotely in line
with UK Government guidance. Question and answer
sessions were scheduled for a week before the meetings,
in order to let Shareholders ask questions in advance of
submitting proxy votes. For each vote, the number of proxy
° understand existing interests in a licence area in order
votes received for, against and withheld is announced at
to ensure we can earn-in to existing interests on terms
the meeting. The results of the AGM are announced via
favourable to our shareholders.
Early stage mineral exploration is by its nature speculative
and we aim to reduce the risks inherent in the industry by
the London Stock Exchange. Investors can contact us via
our website (https://www.orioleresources.com) or by email
(info@oriolereources.co.uk).
careful application of funds throughout individual projects.
Retail shareholders also regularly attend our seminar
We do that by:
° Reviewing existing exploration data;
° Establishing close in-country partnerships for our projects;
presentations and we publicise our attendance via LSE
announcements and Twitter. In addition, our up to date
Corporate presentation is made available on our website.
WWW.ORIOLERESOURCES.COM 29
Institutional shareholders
The Directors actively seek to build a relationship with
Local partners and communities
Our operations provide employment in remote areas
institutional shareholders. Shareholder relations are
of developing countries. Essential to our success is
managed primarily by the Chief Executive Officer and
the establishment of close working relationships with
Chief Financial Officer. The Chief Executive Officer and
local partners. We seek local partners who have a good
Chief Financial Officer make presentations to institutional
understanding of the local exploration and mining
shareholders and analysts throughout the year, both in
industry and regulations within their country, and with the
virtual forums and where possible, in person in London
capacity and capability to assist with the management and
and Cape Town, through events such as Mines and Money
maintenance of the project.
and 121 Group. We also have ad-hoc meetings with our
shareholders via conference call and email. The Board as a
whole is kept informed of the views and concerns of major
shareholders by the Chief Executive Officer. Any significant
investment reports from analysts are also circulated to the
Board. The Non-Executive Chair and Non-Executive Director
are available to meet with major shareholders if required to
discuss issues of importance to them and are considered
to be Independent from the executive management of
the Company.
Principle 3: Take into account
wider stakeholder and social
responsibilities and their
implications for long term success.
Aside from our shareholders, our most important stakeholder
groups are our employees, local partners and those local
communities that may be impacted by our exploration
activities. The Board is regularly updated on stakeholder
issues and their potential impact on our business to enable
the Board to understand and consider these issues in
decision-making. The Board understands that maintaining
the support of all its stakeholders is paramount for the long-
term success of the Company.
Employees
We maintain only a small permanent staff across the UK,
Africa and Turkey and as such, employee engagement with
the Executive Directors is frequent with scheduled weekly
team calls as well as daily conference calls and discussions.
We aim to provide an environment which will attract, retain
and motivate our team and monitor the effectiveness by
We are mindful of our obligations to the local environment
and operate to high levels of health and safety in respect of
both our local workers and the local community. Employee
training focuses on operating safely and considerately in
these communities. Engagement with local communities is
dependent on jurisdiction and the stage of exploration but
is typically by public forum or with local or regional leaders,
including site visits and workshops. Social projects in the
local communities are dependent on local need and also the
stage of exploration/level of project investment. Examples of
our previous social projects include drilling new boreholes
for drinking water, provision of medical clinics, supply of
equipment to a local school and building a new road.
As projects move forward, towards potential mining activities,
we seek to bring in partners who can credibly make the
investments to move towards mine production. In doing so
we have regard for their ability and desire to move projects
forward, their industry reputation and their commitment
to treating the local communities fairly and protecting
the environment. We enter agreements that allow us to
monitor their activities and have monthly updates on
project progress.
Principle 4: Embed effective
risk management, considering
both opportunities and threats,
throughout the organisation
Audit, risk and internal control
Financial controls
The Company has an established framework of internal
regular one-on-one discussions and an annual appraisal
financial controls, the effectiveness of which is regularly
system. We have an employee handbook in order to provide
reviewed by the Executive Management, the Audit
a comprehensive document detailing all the policies and
Committee and the Board. The key financial controls are:
procedures covering all aspects of employment with Oriole
Resources PLC. Our key value underpinning the Employee
Handbook is to treat all employees fairly and equally and to
promote ethical behaviour, diversity and non-discrimination.
Relevant, cost-effective training courses are available
to all employees and are discussed during the annual
appraisal process.
° The Board is responsible for reviewing and approving
overall Company strategy, approving new exploration
projects and budgets, and for determining the financial
structure of the Company including treasury, tax and
dividend policy. Monthly results and variances from plans
and forecasts are reported to the Board;
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021STRATEGIC REPORT 30
CORPORATE
GOVERNANCE CONTINUED
° The Audit Committee, comprising the Non-Executive
The Group reviews at least annually the effectiveness of
Directors, assists the Board in discharging its duties
its system of internal control, whilst also having regard to
regarding the financial statements, accounting policies
its size and the resources available. As part of the Group’s
and the maintenance of proper internal business, and
plans we continue to review a number of non-financial
operational and financial controls;
controls covering areas such as regulatory compliance,
° Regular budgeting and forecasting is performed to
monitor the Company’s ongoing cash requirements
and cash flow forecasts are circulated to the Board on a
monthly basis;
° Actual results are reported against budget and prior year
and are circulated to the Board;
° The Company has an investment appraisal system that
considers expected costs against a range of potential
outcomes arising from the exploration opportunities that
we are invited to participate in;
° Regular reviews of exploration results are performed
as the basis for decisions regarding future expenditure
commitments;
business integrity, health and safety, and corporate social
responsibility. All employees are aware of their obligations
under anti-bribery and corruption legislation and detailed
information is provided in the Employee Handbook. In
addition, whistle-blowing procedures have been established
and publicised to all employees.
Principle 5: Maintaining the Board
as a well-functioning, balanced
team led by the Chair
The Board comprises a Non-Executive Chair, three Executive
Directors and one Non-Executive Director. All current
Directors were appointed during or since 2018, as part of
a full Board refresh. John McGloin served as Independent
° Due to the international nature of the business there are,
Non-Executive Chairman, but resigned on 17 February 2022,
at times, significant foreign exchange rate movement
to be replaced by Eileen Carr at that date. David Pelham
exposures. Cash flow forecasting is done at the ‘required
serves as an independent Non-Executive Director. Both
currency’ level and foreign currency balances are
the Non-Executive Directors have extensive experience in
maintained to meet expected requirements; and
the mining industry and have considerable experience of
° For exploration projects, we manage the risk of failure to
find economic deposits by low cost early stage exploration
techniques, with detailed analysis of results. Moving
projects to more expensive exploration techniques requires
a rigorous review of results data prior to deciding whether
to proceed with further work.
Non-financial controls
The Board has ultimate responsibility for the Group’s system
of internal control and for reviewing its effectiveness.
However, any such system of internal control can provide
only reasonable, but not absolute, assurance against material
misstatement or loss. The Board considers that the internal
controls in place are appropriate for the size, complexity
and risk profile of the Group. The principal elements of the
Group’s internal control system include:
serving on the Board of public companies. Given the current
board structure, the Company has not designated a Senior
Independent Director.
The Board is satisfied that it has a suitable balance between
independence on the one hand, and knowledge of the
Company and industry on the other, to enable it to discharge
its duties and responsibilities effectively. The Nomination
Committee keeps the need for an additional Non-Executive
Director under regular review. All Directors are encouraged
to use their independent judgement and to challenge all
matters, whether strategic or operational.
The Company has issued options to all Directors including
the Non-Executive Directors under a Director share option
remuneration plan (the ‘Plan’), enacted to maximise funds
available for exploration by conserving cash, by granting
° Close management of the day-to-day activities of the
options in lieu of contractual salary payments for a limited
Group by the Executive Directors;
term during 2019 and 2020. In this regard, options are
° An organisational structure with defined levels of
responsibility, which promotes entrepreneurial decision-
making and rapid implementation while minimising risks;
and
° Central control over key areas such as capital expenditure
authorisation and banking facilities.
preferable to the issue of full-paid shares, as the tax deferral
that options provide allows more cash conservation in
the Company. The grant of options to the Non-Executive
Directors is not considered to be part of any incentive plan
nor to impair their independence.
WWW.ORIOLERESOURCES.COM 31
The Board aim to meet at least monthly. The agenda is set by
the Company Secretary in consultation with the Chairman
and CEO. The standard agenda points include:
° Review of previous meeting minutes and actions arising
therefrom;
Principle 6: Ensure that between
them the Directors have the
necessary up-to-date experience,
skills and capabilities
The Board is satisfied that, between the Directors, it has an
° A report by the Executive Director, Exploration & Business
effective and appropriate balance of skills and experience,
Development, covering all operational matters;
° A report from the CFO covering all financial matters;
° Any other business including update of Register
of Conflicts.
Directors’ conflict of interest
The Company has effective procedures in place to monitor
and deal with conflicts of interest. The Board is aware of
particularly so in the area of gold and base metal exploration
and development. Biographies of the Directors are available
on the company website, www.orioleresources.com. All
Directors receive regular and timely information on the
Group’s operational and financial performance. Relevant
information is circulated to the Directors in advance of
meetings by the Company Secretary. Contracts are available
for inspection at the Company’s registered office and at the
the other commitments and interests of its Directors, and
Annual General Meeting (“AGM”).
changes to these commitments and interests are reported to
and, where appropriate, agreed with the rest of the Board. A
Register of Conflicts is maintained and is a standard agenda
item at each Board Meeting. The Board has access to the
Company’s nominated adviser, its brokers and its lawyers.
The advisers do not typically provide materials for Board
New Directors are selected having regards to the Company’s
needs for a balance of operational, industry, legal and
financial skills. Experience of the Mining industry and in
particular the exploration sector is important but not critical,
as is experience of running a public company.
meetings except if requested to do so for the purposes of
In accordance with the Company’s Articles of Association,
discussing upcoming regulations and other issues.
only the Non-Executive Directors are subject to the
Board meetings are deemed quorate if two Board members
requirement to retire by rotation.
are present and providing 7 days’ notice of such meeting
has been given and waived by the non-attending Directors.
Appointment, removal and re-election of Directors
The Board have established a Nominations Committee,
During 2021, Board Meetings were held both remotely using
comprising the Non-Executive Directors, to consider the
video conference facilities, and face to face wherever possible.
need for further Board appointments, and to identify suitable
Directors and Officers Liability insurance is maintained for all
Directors and key employees.
The table below sets out the attendance statistics for all
current Board members through 2021:
Meetings held
during the year
or since date of
appointment
Meetings
attended
candidates for recommendation to the Board. The Board
makes decisions regarding the appointment and removal
of Directors, and there is a formal, rigorous and transparent
procedure for appointments. The Company’s Articles of
Association require that one-third of the Non-Executive
Directors must stand for re-election by shareholders annually
in rotation and that any new Directors appointed during
the year must stand for re-election at the AGM immediately
following their appointment.
Tim Livesey
Bob Smeeton
Claire Bay (appointed 12 July 2021)
John McGloin
David Pelham
11
11
5
11
11
11
11
5
11
11
Independent advice
All Directors are able to take independent professional
advice in the furtherance of their duties, if necessary, at the
Company’s expense from lawyers, the nominated adviser,
brokers and other professional advisors that they deem
relevant. In addition, the Directors have direct access to the
advice and services of the Company Secretary and Chief
Financial Officer, who, due to the size of the Company, are
currently the same individual.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021STRATEGIC REPORT 32
CORPORATE
GOVERNANCE CONTINUED
Principle 7: Evaluate Board
performance based on clear
and relevant objectives, seeking
continuous improvement
The Board of Directors was fully refreshed in 2018, and has
since been added to. During 2019 the Board adopted a policy
to evaluate the Board’s performance based on clear and
relevant objectives, seeking continuous improvement. The
clear and relevant objectives that the Board has identified are
as follows:
° suitability of experience and input to the Board;
° knowledge of Corporate Governance matters including
Environmental Social Governance (‘ESG’);
and meetings serve to refresh and re-iterate the Company’s
ethical standards as they apply to the operational issues that
are discussed on that call.
Principle 9: Maintain governance
structures and processes that are
f it for purpose and support good
decision-making by the Board
Board programme
The Board aims to meet approximately monthly and as
and when required, and has regular update calls. The
Board sets direction for the Company through a formal
schedule of matters reserved for its decision. During the
year to December 2021 the Board met for eleven scheduled
° attendance at Board and committee meetings; and
meetings. The Board and its Committees receive appropriate
° interaction with management in relevant areas of expertise
to ensure insightful input into the Company’s business.
The Board recognises the importance of formally reviewing
on a regular basis the effectiveness of its performances as
a unit, as well as that of its committees and the individual
directors, based against the criteria set out above. During the
year the Board carried out a Board Effectiveness Review, held
internally but based on guidelines available from the Quoted
Company Alliance. The review led to a number of other
actions, including:
and timely information prior to each meeting; a formal
agenda is produced for each meeting and Board and
Committee papers are distributed by the Company Secretary
several days before meetings take place. Any Director may
challenge Company proposals and decisions are taken
democratically after discussion. Any Director who feels that
any concern remains unresolved after discussion may ask
for that concern to be noted in the minutes of the meeting,
which are then circulated to all Directors. Any specific
actions arising from such meetings are agreed by the Board
or relevant Committee and are then followed up by the
° Establishment of ESG as a regular Board agenda item, and
Company’s management.
formalisation of our reporting around ESG matters;
° A full review of risks across the Group;
Roles of the Board, Chair and Chief Executive Officer
The Board is responsible for the long-term success of the
° Establishment of a Nominations Committee;
Company. There is a formal schedule of matters reserved
° Holding of a ‘refresher’ briefing on Director’s
Responsibilities, provided by our professional advisors.
This review is to be performed annually, and actions
arising are monitored on a regular basis at Board
Meetings. This ongoing process will include development
or mentoring needs of individual directors or the wider
senior management team, and identify any succession
planning issues and put in place processes to provide for
succession planning.
Principle 8: Promote a culture
that is based on ethical values
and behaviours
The Board aims to lead by example and do what is in the best
interests of the Company. We operate in remote and under-
developed areas and ensure our employees understand their
to the Board. It is responsible for overall Group strategy;
approval of exploration projects; approval of the annual and
interim results; annual budgets; dividend policy; and Board
structure. It monitors the exposure to key business risks.
There is a clear division of responsibility at the head of the
Company. The Chair is responsible for running the business
of the Board and for ensuring appropriate strategic focus
and direction.
The CEO is responsible for proposing the strategic focus to
the Board, implementing it once it has been approved and
overseeing the management of the Company. The CEO,
together with the other Executive Directors and other senior
employees, are responsible for establishing and enforcing
systems and controls, and liaison with external advisors. The
CEO has responsibility for communicating with shareholders,
assisted by the other Executive Directors.
obligations towards the environment and in respect of anti-
All Directors receive regular and timely information on the
bribery and corruption.
Details of the Company’s values are set out in the Employee
Handbook that was published to all employees during 2018.
This document brings together various policies that have
been distributed to all employees previously. Regular calls
Group’s operational and financial performance. Relevant
information is circulated to the Directors in advance of
meetings. The Board reviews the update on performance and
any significant variances are reviewed at each meeting.
WWW.ORIOLERESOURCES.COM 33
Board committees
The Board is supported by the Audit, Remuneration and
Nomination committees. Each committee has access to such
resources, information and advice as it deems necessary,
at the cost of the Company, to enable the committee to
discharge its duties. The three committees comprise the
Non-Executive Directors.
Principle 10: Communicate how
the Company is governed and
is performing by maintaining a
dialogue with shareholders and
other relevant stakeholders
The Company communicates with shareholders through the
Annual Report and Accounts, full-year and half-year results
The Audit Committee provides a formal review of the
announcements, the AGM and one-to-one meetings with
effectiveness of the internal control systems, the Group’s
large existing or potential new shareholders. The Company
financial reports and results announcements and the
regularly posts regulatory announcements covering
external audit process. The Committee meets twice per year
operational and corporate matters, such as drilling results
to review the published financial information and to meet
and significant changes in ownership positions across
with the Auditors.
Notable work undertaken during 2021 by the Audit
Committee included meeting with the Company’s
independent auditor in connection with the audit of the
Group financial statements for the year ended 31 December
2020. The formal audit sign off meeting, held in March 2021,
historic projects in which it still retains an investment. A
range of corporate information (including all Company
announcements and a corporate presentation) is also
available to shareholders, investors and the public on the
Company’s corporate website, www.orioleresources.com and
also on its Twitter feed @OrioleResources.
covered the following significant matters:
The Board receives regular updates on the views of
shareholders through briefings and reports from Investor
Relations, the CEO, CFO and the Company’s brokers. The
Company communicates with institutional investors
frequently through briefings with management. In addition,
analysts’ notes and brokers’ briefings are reviewed to achieve
a wide understanding of investors’ views.
This Strategic Report was approved by the Board of Directors
on 8 March 2022.
Tim Livesey
Chief Executive Officer
° A confirmation of the materiality levels used by the
Auditor’s in the performance of their duties,
° Confirmation to the Auditors of the Boards view of:
−
−
The appropriateness of the use of the going concern
principle in drawing up the financial statements;
The appropriateness of the judgments and estimates
made to support items disclosed in note 4 to the
financial statements (‘Critical Accounting Estimates
and Judgements’), and
−
The review for impairment of the assets of
the Company.
° A discussion of the Auditors findings on internal controls
and unadjusted errors;
° A review of the matters included in the Auditor’s requested
Management Representations Letter.
The conclusion of the meeting was that there were no
material matters arising.
The Audit Committee has not provided a separate report on
its activities.
The Remuneration Committee provides a formal
and transparent review of the remuneration of the
Executive Directors and senior employees and makes
recommendations to the Board on individual remuneration
packages. The Committee met once during the year.
The Remuneration Committee has produced a report on its
activities as set out on pages 34.
The Nomination Committee had its terms of reference
established in June 2021, and met once during the year.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021STRATEGIC REPORT 34
REPORT OF THE
REMUNERATION COMMITTEE
The Remuneration Committee of the Board is responsible
The Board recognises that the remuneration of Directors
for providing recommendations to the Board on matters
(both Executive and Non-Executive) and senior management
including the composition of the Board and competencies of
is of legitimate concern to shareholders and is committed to
directors, the appointment of directors, the performance of
following current best practice. The Group operates within
the executive directors and senior management, and making
a competitive environment and its performance depends
recommendations to the Board on matters relating to their
upon the individual contributions of the Directors and
remuneration and terms of employment.
senior management. Throughout the year, the Company
The committee will also make recommendations to the
Board on proposals for the granting of annual bonuses,
shares awards and other equity incentives pursuant to any
share award scheme or equity incentive scheme in operation
from time to time. The remuneration and nominations
committee meet at least once a year. The members of the
paid remuneration to Directors and senior management in
accordance with Contracts for Services (in respect of Non-
Executive directors) and Service Agreements (in respect of
officers and senior management). No annual bonuses, share
options or other long-term incentives have been awarded to
any of the Directors during the period under review.
committee during 2021 were John McGloin (chair of the
Details of Director’s shareholdings and are set out on
committee) and David Pelham. Following the resignation
page 39 and interests in share options are set out on
of John McGloin as a director of the Company, he has
page 35. Whilst the Company has no formal shareholding
stepped down and Eileen Carr will take over as Chair of the
requirement, the Directors have collectively participated
Remuneration Committee.
The policy of the Board is to provide remuneration packages
designed to attract, motivate and retain personnel of the
calibre necessary to maintain the Group’s position and to
reward them for enhancing shareholder value and return. It
aims to provide sufficient levels of remuneration to do this,
but to avoid paying more than is necessary. Remuneration
packages also reflect levels of responsibilities and contain
incentives to deliver the Group’s objectives.
in fund raisings, acquired shares on the open market, and
accepted share options in lieu of salary. The Committee
considers that, because the Company regularly raises
equity finance to progress its exploration projects, a formal
shareholding policy requirement would potentially be
detrimental to the interests of the Company, as decisions
on financing need to be made based solely on the interests
of the Company. The Remuneration Committee have
considered whether, and are satisfied that, the Executive
Directors have sufficient exposure to the equity of the
Company to satisfactorily align their interests with the
interests of shareholders.
Remuneration paid to the Directors is set out below:
2021
Tim Livesey
Robert Smeeton
Claire Bay (appointed 12 July 2021)
John McGloin
David Pelham
Total
2020
Tim Livesey
Robert Smeeton
John McGloin
David Pelham
Total
Salaries and other
short-term benefits
Post employment
benefits
Salary
£
150,000
120,000
43,065
36,000
28,000
377,065
Taxable
benefits
£
3,157
–
20
–
–
Pension
£
4,500
3,600
1,292
–
–
Share based
payments
£
2,988
2,648
652
–
–
Total
£
160,645
126,248
45,029
36,000
28,000
3,177
9,392
6,288
395,922
Salaries and other
short-term benefits
Post employment
benefits
Salary
£
101,250
85,000
27,600
21,464
235,314
Taxable
benefits
£
2,752
–
–
–
Pension
£
3,038
2,550
–
–
Share based
payments
£
49,101
39,516
11,496
8,771
2,752
5,588
108,884
Total
£
156,141
127,066
39,096
30,235
352,538
WWW.ORIOLERESOURCES.COM 35
Details of share options held by Directors over the ordinary shares of the Company are set out below. The market price of
the Company’s shares at the end of the financial year was 0.345p per 0.1p share (2020: 0.43p) and the range of market prices
during the year was between 0.335p and 1.71p.
Director
Tim Livesey
Tim Livesey
Tim Livesey
Tim Livesey
Tim Livesey
Tim Livesey
Tim Livesey
Tim Livesey
Tim Livesey
Tim Livesey
Robert Smeeton
Robert Smeeton
Robert Smeeton
Robert Smeeton
Robert Smeeton
Robert Smeeton
Robert Smeeton
Robert Smeeton
Robert Smeeton
Robert Smeeton
Claire Bay*
Claire Bay*
Claire Bay*
Claire Bay*
Claire Bay*
Claire Bay*
Claire Bay*
Claire Bay*
Claire Bay*
Claire Bay*
Claire Bay*
Claire Bay*
Claire Bay*
Claire Bay*
Claire Bay*
John McGloin
David Pelham
At 1/1/21
Granted
At 31/12/21
Exercise Price (p)
Issue Date
Vesting Date
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
17,979,940
2,000,000
2,000,000
2,000,000
666,666
666,667
666,667
2,000,000
2,000,000
2,000,000
14,383,952
2,000,000
2,000,000
2,000,000
10,000
10,000
10,000
50,000
50,000
50,000
50,000
50,000
50,000
1,166,667
1,166,667
1,166,666
1,000,000
1,000,000
1,000,000
4,230,574
3,290,446
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
17,979,940
2,000,000
2,000,000
2,000,000
666,666
666,667
666,667
2,000,000
2,000,000
2,000,000
14,383,952
2,000,000
2,000,000
2,000,000
10,000
10,000
10,000
50,000
50,000
50,000
50,000
50,000
50,000
1,166,667
1,166,667
1,166,666
1,000,000
1,000,000
1,000,000
4,230,574
3,290,446
0.90
0.90
0.90
0.37
0.37
0.37
0.10
0.37
0.37
0.37
0.62
0.62
0.62
0.37
0.37
0.37
0.10
0.37
0.37
0.37
2.70
2.70
2.70
1.50
1.50
1.50
2.00
2.00
2.00
0.37
0.37
0.37
0.37
0.37
0.37
0.10
0.10
1/3/18
1/3/18
1/3/18
19/3/19
19/3/19
19/3/19
19/8/20
22/12/20
22/12/20
22/12/20
4/6/18
4/6/18
4/6/18
19/3/19
19/3/19
19/3/19
19/8/20
22/12/20
22/12/20
22/12/20
5/12/14
5/12/14
5/12/14
4/6/15
4/6/15
4/6/15
2/9/16
2/9/16
2/9/16
19/3/19
19/3/19
19/3/19
22/12/20
22/12/20
22/12/20
19/8/20
19/8/20
1/3/19
1/3/20
1/3/21
19/3/20
19/3/21
19/3/22
19/8/20
1/1/21
1/1/22
1/1/23
4/6/19
4/6/20
4/6/21
19/3/20
19/3/21
19/3/22
19/8/20
1/1/21
1/1/22
1/1/23
5/12/15
5/12/16
5/12/17
4/6/16
4/6/17
4/6/18
2/9/17
2/9/18
2/9/19
19/3/20
19/3/21
19/3/22
1/1/21
1/1/22
1/1/23
19/8/20
19/8/20
* Claire Bay held these options as an employee and they are now disclosed here following her appointment to the Board of Directors on
12 July 2021.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021STRATEGIC REPORT 36
REPORT OF THE
REMUNERATION COMMITTEE CONTINUED
Three of the Directors participated in the fund raise that completed on 27 October 2020, and as a consequence received
warrants to purchase ordinary shares on the same terms as the other investors in that fund raise. Details of these warrants
are set out in the table below:
Director
Tim Livesey
Robert Smeeton
John McGloin
At 1/1/21
735,294
735,294
Exercised
(735,294)
(735,294)
2,205,882
(2,205,882)
At 31/12/21 Exercise Price (p)
Issue Date
Vesting Date
–
–
–
0.68
0.68
0.68
27/10/20
27/10/20
27/10/20
27/10/20
27/10/20
27/10/20
The three Directors above exercised the warrants on 25 January 2021 at the exercise price of 0.68p. All three Directors continue
to hold the shares so acquired.
In compliance with the Pensions Act 2008 the Company has established a Workplace Pension Scheme for its UK based
Directors and employees. The Executive Directors and employees are members of the scheme and contributions are in line
with the statutorily prescribed minimum contributions for employees and employers. The Non-Executive Directors have
individually elected to opt-out of the Workplace Pension Scheme.
Report approved on behalf of the Remuneration Committee on 8 March 2022, by
Eileen Carr
Chairman
WWW.ORIOLERESOURCES.COM ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021
37
I
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38
DIRECTORS’ REPORT
Oriole Resources PLC
Company number: 05601091
The Directors present their report, together with the
° prepare the Financial Statements on a going concern basis
Financial Statements and auditor’s report, for the year ended
unless it is inappropriate to presume that the Group and
31 December 2021.
Company will continue in business.
General Information
Certain information required by the Companies Act 2006
relating to the information to be provided in the Directors’
Report is set out in the Group Strategic Report and includes:
principal activities, future developments and principal risks
and uncertainties.
Statement of Directors’
Responsibilities
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance with
The Directors confirm that they have complied with the
above requirements in preparing the Financial Statements.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and the Group and enable them to ensure that the Financial
Statements comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the Company
and Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
applicable law and regulations. Under that law the Directors
The maintenance and integrity of the website is the
have prepared the Group and Parent Company Financial
responsibility of the Directors. The work carried out by the
Statements in accordance with UK-adopted international
auditors does not involve consideration of these matters
accounting standards and, as regards the Parent Company
and, accordingly, the auditors accept no responsibility for
Financial Statements, as applied in accordance with the
any changes that may have occurred to the information
Companies Act 2006.
Under company law the Directors must not approve the
Financial Statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Company and
Group as at the end of the financial year and of the profit and
loss of the Group for that period. In preparing these Financial
Statements, the Directors are required to:
° select suitable accounting policies and then apply them
consistently;
° make judgements and accounting estimates that are
reasonable and prudent;
° state whether the Financial Statements comply with UK-
adopted international accounting standards , subject to
any material departures disclosed and explained in the
Financial Statements; and
contained in the Financial Statements since they were
initially presented on the website. Legislation in the United
Kingdom governing the preparation and dissemination of
the Financial Statements and other information included
in annual reports may differ from legislation in other
jurisdictions. The Company is compliant with AIM Rule 26
regarding the Company’s website.
Substantial shareholdings
As at 15 January 2022, the Company had not been informed
of any holdings of 3% or more in the Company’s issued
share capital.
WWW.ORIOLERESOURCES.COM 39
Directors and their interests
The current Directors are listed on page 3.
In compliance with the Company’s Articles of Association, David Pelham, will retire and, being eligible, offer himself for
re-election at the forthcoming Annual General Meeting.
Those Directors serving at the end of the year, or at the date of this report, had beneficial interests in the issued share capital
and share options of the Company as follows:
Tim Livesey
Robert Smeeton
Claire Bay
John McGloin
David Pelham
Total
As at 31 December 2021
As at 31 December 2020
Ordinary
Shares
Share
Warrants
Share
Options
Ordinary
Shares
Share
Warrants
Share
Options
11,559,132
8,131,150
765,392
6,617,647
1,653,987
28,727,308
–
–
–
–
–
–
35,979,940
7,785,857
735,294
35,979,940
28,383,952
5,042,915
735,294
28,383,952
6,830,000
294,804
–
6,830,000
4,230,574
4,411,765
2,205,882
4,230,574
3,290,446
948,105
–
3,290,446
78,714,912
18,483,446
3,676,470
78,714,912
Provision of information to Auditor
The Directors who held office at the date of this report
Events after the Reporting Period
On 17 February 2022, Eileen Carr was appointed as
confirm that, so far as they are individually aware, there is no
Non-Executive Chair of the company, following the
relevant audit information of which the Company’s auditors
retirement of John McGloin.
are unaware and the Directors have taken all the steps that
they ought to have taken to make themselves aware of any
relevant audit information and to establish that the auditors
are aware of that information.
Going Concern
The Company raises money for exploration and capital
projects as required. There can be no assurance that the
Group’s projects will be developed in accordance with the
On 21 February 2022, the Company announced that is had
been notified by IAMGOLD that it had met the $4 million
commitment to exercise its first option on the Senala licence
and move to a 51% ownership position.
Auditor
PKF Littlejohn LLP has signified its willingness to continue
in office as auditor.
current plans. Future work on these projects, the levels of
Approved by the Board on 8 March 2022 and signed on
production and the financial returns arising there from, may
its behalf.
be adversely affected by factors (e.g. Covid-19) outside of the
control of the Group.
R J Smeeton
Company Secretary
Notwithstanding the loss incurred during the year under
review, the Directors have a reasonable expectation that
the Group will have sufficient access to funds to provide
adequate resources to continue in operational existence for
the foreseeable future being a period of 12 months from the
date of signing of these financial statements. The Group
has therefore continued to adopt the going concern basis
in preparing the Annual Report and Financial Statements.
Further details on Directors assumptions and conclusions
thereon are included in the statement on going concern in
note 2 to the Financial Statements.
The auditors have made reference to going concern by way
of a material uncertainty within their audit report.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021STRATEGIC REPORT 40
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ORIOLE RESOURCES PLC
Opinion
We have audited the financial statements of Oriole
Resources Plc (the ‘parent company’) and its subsidiaries
Material uncertainty related to
going concern
We draw attention to note 2.1 in the financial statements,
(the ‘group’) for the year ended 31 December 2021 which
which indicates that further funding will be required within
comprise the Statement of Consolidated Comprehensive
the 12 months following the date of approval of the financial
Income, the Statement of Consolidated and Parent Company
statements in order to meet working capital needs and to
Financial Position, the Statement of Consolidated and Parent
fund further exploration programmes. As stated in note
Company Changes in Equity, the Statement of Consolidated
2.1, these events or conditions indicate that a material
and Parent Company Cash Flows and the notes to the
uncertainty exists that may cast significant doubt on the
financial statements, including a summary of significant
company’s ability to continue as a going concern. Our
accounting policies. The financial reporting framework that
opinion is not modified in respect of this matter.
has been applied in their preparation is applicable law and
UK-adopted international accounting standards and as
regards the parent company financial statements, as applied
in accordance with the provisions of the Companies Act
2006.
In our opinion:
° the financial statements give a true and fair view of the
state of the group’s and of the parent company’s affairs as
at 31 December 2021 and of the group’s loss for the year
then ended;
° the group financial statements have been properly
prepared in accordance with UK-adopted international
accounting standards
° the parent company financial statements have been
properly prepared in accordance with UK-adopted
international accounting standards and as applied in
accordance with the provisions of the Companies Act
2006; and
° the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
In auditing the financial statements, we have concluded that
the director’s use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s
and parent company’s ability to continue to adopt the
going concern basis of accounting included obtaining
management’s assessment of going concern and associated
cash flow forecasts for 12 months from the date of approval of
the financial statements. We have reviewed the inputs to the
cash flow forecast for reasonableness, compared to historic
financial information, and stress-tested where appropriate.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our application of materiality
Group
materiality 2021
Group
materiality 2020
Basis for
materiality
£315k
£320k
2.5% of net assets
The calculated level of materiality is broadly similar to the
prior year as net assets have remained broadly unchanged
year on year.
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
We consider net assets to be the most significant
Our responsibilities under those standards are further
determinant of the group’s financial position and
described in the Auditor’s responsibilities for the audit
performance used by shareholders, with the key financial
of the financial statements section of our report. We
statement balances being exploration and evaluation assets,
are independent of the group and parent company in
investment in associate and cash.
accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Whilst materiality for the financial statements as a whole
was set at £315k, significant components of the group
were audited to a level of materiality ranging between
£135k - £235k. Performance materiality for the group
and components was set at 75% (2020: 70%) to ensure
sufficient coverage of key balances. We apply the concept
of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. At the
planning stage materiality is used to determine the financial
statement areas that are included within the scope of our
audit and the extent of sample sizes during the audit.
WWW.ORIOLERESOURCES.COM 41
We agreed with the audit committee that we would report
The audits of significant components was performed in
to the committee all individual audit differences identified
London, conducted by PKF Littlejohn LLP using a team with
during the course of our audit in excess of £16k (2020: £16k).
specific experience of auditing mineral exploration entities
There were no misstatements identified during the course of
and publicly listed entities.
our audit that were individually, or in aggregate, considered
to be material.
Our approach to the audit
Our work scope included audit procedures to address the
key audit matters, being the capitalisation and impairment
of exploration and evaluation expenditure, and the valuation
of investments and intercompany receivables.
Our group audit scope focused on the principal areas of
operation being:
Key audit matters
° West Africa - the Senala gold project (Senegal);
Key audit matters are those matters that, in our professional
° East Africa through its investment in associate, Thani
Stratex Resources Limited, and equity investment in Thani
Stratex Djibouti, the Hodine concession (Egypt) and the
Pandora project (Djibouti); and
° Cameroon - exploration on Bibemi & Wapouzé projects
and the Central licenses.
Together with the parent Company and its group
consolidation, which was also subject to a full scope audit,
these represent the financially significant components of
the group.
judgment, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the
efforts of the engagement team. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material
uncertainty related to going concern section we have
determined the matters described below to be the key audit
matters to be communicated in our report.
Key Audit Matter
How our scope addressed this matter
Capitalisation and impairment of exploration and
Our work included the following:
evaluation expenditure under IFRS 6
Group & Company
There is a risk that the carrying values of the group’s
° Substantive testing of a sample of exploration and
evaluation expenditures to assess their eligibility for
capitalisation under IFRS 6;
exploration assets are not fully recoverable and should be
° Obtaining valid exploration licences and relevant
impaired in line with IFRS 6.
The group is engaged in various exploration projects,
predominantly in Cameroon and Senegal (through Stratex
EMC). The Directors use their judgement to assess whether
the projects require an impairment and therefore this gives
rise to a significant risk.
This risk also relates to the appropriate capitalisation of
exploration costs in accordance with IFRS 6.
Related disclosures are included in Note 4 and Note 12 to the
financial statements.
agreements relating to project partnerships and
reviewing key terms to ensure compliance;
° Making enquiries of management regarding future plans
for each project including obtaining cashflow projections
where necessary and corroborating to minimum spend
requirements attached to licences, where appropriate;
° Considering whether there are indications of impairment
on a project by project basis in accordance with
IFRS 6; and
° Reviewing management’s impairment paper in respect
of the carrying value of intangible assets and providing
challenge, corroborating any key assumptions used.
We consider Management’s assessment of impairment is
reasonable in concluding no impairment is required to be
recognised at year-end.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 42
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ORIOLE RESOURCES PLC - CONTINUED
Key Audit Matter
How our scope addressed this matter
Valuation of investments in associates and subsidiaries
Our work included the following:
(including intercompany receivables)
Group & Company
There is a risk of material misstatement regarding the
recoverability of investments in associates, subsidiaries
° Reviewing the value of investment balances against
the value of the underlying assets, including reference
to work performed in respect of the carrying value of
exploration expenditure in accordance with IFRS 6;
(including intercompany receivables i.e. the net investment
° Obtaining evidence of ownership for all investments held
in each subsidiary) and other equity investments.
within the group; and
The carrying value of investments is ultimately dependent
on the value of the underlying assets. Many of the
underlying assets are exploration projects which are at an
early stage of exploration making it difficult to definitively
determine their value. Valuations for these sites are therefore
based on judgments and estimates made by the Directors,
which leads to a risk of misstatement.
° Reviewing management’s impairment paper in
respect of the recoverability of investment balances
(including intragroup receivables at the parent level) and
providing appropriate challenge, corroborating any key
assumptions used.
We consider Management’s assessment of impairment is
reasonable in concluding no impairment is required to be
Similar considerations apply to the recoverability of loans to
recognised at year end.
group undertakings disclosed as investments.
Related disclosures are included in Note 4, Note 11 , Note 14
and Note 15 to the financial statements.
Other information
The other information comprises the information included in
the annual report, other than the financial statements and
our auditor’s report thereon. The directors are responsible for
Opinions on other matters
prescribed by the Companies
Act 2006
In our opinion, based on the work undertaken in the course
the other information contained within the annual report.
of the audit:
° the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
° the strategic report and the directors’ report have
been prepared in accordance with applicable legal
requirements.
Our opinion on the group and parent company financial
statements does not cover the other information and, except
to the extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears
to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
WWW.ORIOLERESOURCES.COM 43
Matters on which we are required to
report by exception
In the light of the knowledge and understanding of the
Auditor’s responsibilities for the
audit of the f inancial statements
Our objectives are to obtain reasonable assurance about
group and the parent company and their environment
whether the financial statements as a whole are free from
obtained in the course of the audit, we have not identified
material misstatement, whether due to fraud or error,
material misstatements in the strategic report or the
and to issue an auditor’s report that includes our opinion.
directors’ report.
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
° adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
° the parent company financial statements are not in
agreement with the accounting records and returns; or
° certain disclosures of directors’ remuneration specified by
law are not made; or
Reasonable assurance is a high level of assurance but is not
a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
° we have not received all the information and explanations
fraud. The extent to which our procedures are capable of
we require for our audit.
detecting irregularities, including fraud is detailed below:
Responsibilities of directors
As explained more fully in the statement of directors’
responsibilities, the directors are responsible for the
preparation of the group and parent company financial
statements and for being satisfied that they give a true
° We obtained an understanding of the group and parent
company and the sector in which they operate to identify
laws and regulations that could reasonably be expected
to have a direct effect on the financial statements. We
obtained our understanding in this regard through
detailed discussions with management about and
and fair view, and for such internal control as the directors
potential instances of non compliance with laws and
determine is necessary to enable the preparation of financial
regulations both in the UK and in overseas subsidiaries. We
statements that are free from material misstatement,
whether due to fraud or error.
also selected a specific audit team based on experience
with auditing entities within this industry of a similar size.
In preparing the group and parent company financial
° We determined the principal laws and regulations relevant
statements, the directors are responsible for assessing the
to the group and parent company in this regard to be
group’s and the parent company’s ability to continue as a
those arising from:
going concern, disclosing, as applicable, matters related
− Companies Act 2006
to going concern and using the going concern basis of
− AIM Rules
accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have
−
−
Local industry regulations in Senegal and Cameroon
Local tax and employment law
no realistic alternative but to do so.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 44
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ORIOLE RESOURCES PLC - CONTINUED
° We designed our audit procedures to ensure the audit
This risk increases the more that compliance with a law or
team considered whether there were any indications of
regulation is removed from the events and transactions
non-compliance by the group and parent company with
reflected in the financial statements, as we will be less likely
those laws and regulations. These procedures included,
to become aware of instances of non-compliance. The risk is
but were not limited to:
− Making enquiries of management
− A review of Board minutes
− A review of legal ledger accounts
− A review of RNS announcements
° We also identified the risks of material misstatement of
the financial statements due to fraud. Aside from the
non-rebuttable presumption of a risk of fraud arising from
management override of controls, we did not identify any
significant fraud risks.
° As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing
audit procedures which included, but were not limited
to: testing over all journals on a risk based approach to
identify any unusual transactions that could be indicative
of fraud; reviewing accounting estimates for evidence of
bias; evaluating the business rationale of any significant
transactions that are unusual or outside the normal course
of business; and reviewing transactions through the
bank statements to identify potentially large or unusual
transactions that do not appear to be in line with our
understanding of business operations.
also greater regarding irregularities occurring due to fraud
rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone, other than the company and the company’s
members as a body, for our audit work, for this report, or for
the opinions we have formed.
David Thompson
(Senior Statutory Auditor)
15 Westferry Circus
Because of the inherent limitations of an audit, there is
a risk that we will not detect all irregularities, including
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor
London E14 4HD
those leading to a material misstatement in the financial
8 March 2022
statements or non-compliance with regulation.
WWW.ORIOLERESOURCES.COM
STATEMENT OF CONSOLIDATED
COMPREHENSIVE INCOME
45
Continuing operations
Revenue
Administration expenses
Other (losses)/profits
Operating loss
Share of losses of associates
Loss on change of ownership interest
Loss before income tax
Income tax credit
Loss for the year
Other comprehensive income for the year
Items that may be subsequently reclassified to profit or loss
Exchange differences on translating foreign operations
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Loss for the year attributable to:
Owners of the Parent Company
Non-controlling interests
Loss for the year
Total comprehensive income for the year attributable to:
Owners of the Parent Company
Non-controlling interests
Total comprehensive income for the year
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
Notes
8
7
14
6
10
24
–
(1,083)
(361)
(1,444)
(30)
(133)
(1,607)
38
(1,569)
44
44
(1,525)
(1,687)
118
(1,569)
(1,643)
118
(1,525)
–
(1,018)
682
(336)
(69)
(63)
(468)
148
(320)
(50)
(50)
(370)
(278)
(42)
(320)
(328)
(42)
(370)
Earnings per share for losses from continuing operations attributable to the owners
of the Company (expressed in pence per share)
- basic and diluted
21
(0.10)
(0.03)
The notes on pages 52 to 75 form part of these financial statements.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS
46
STATEMENT OF CONSOLIDATED
FINANCIAL POSITION
Company number: 05601091
ASSETS
Non-Current Assets
Property, plant and equipment
Intangible assets
Investments in equity-accounted associates
Financial assets at fair value through other comprehensive income
Trade and other receivables
Deferred tax asset
Current Assets
Trade and other receivables
Cash and cash equivalents
Total Assets
EQUITY
Capital and reserves attributable to owners of the Company
Share capital
Share premium
Other reserves
Retained earnings
Total equity attributable to owners of the Company
Non-controlling interest
Total equity
LIABILITIES
Non-Current Liabilities
Employee termination benefits
Current Liabilities
Trade and other payables
Total Liabilities
Total Equity and Liabilities
As at
31 December
2021
£’000
As at
31 December
2020
£’000
Notes
13
12
14
15
16
17
16
18
20
20
23
24
25
48
9,376
1,449
395
394
–
61
7,771
1,449
395
389
14
11,662
10,079
137
1,361
1,498
13,160
6,200
24,758
1,606
(19,838)
12,726
(133)
12,593
22
545
567
139
1,751
1,890
11,969
5,667
22,862
1,591
(18,187)
11,933
(251)
11,682
3
284
287
13,160
11,969
The notes on pages 52 to 75 form part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 8 March 2022 and were signed
on its behalf by:
Eileen Carr
Non-Executive Chair
Robert Smeeton
Chief Financial Officer
WWW.ORIOLERESOURCES.COM
STATEMENT OF CONSOLIDATED
CHANGES IN EQUITY
47
Attributable to owners of the Company
Share
capital
£’000
Share
premium
£’000
Other
reserves
(see note 23)
£’000
Retained
earnings
£’000
Balance at 1 January 2020
4,908
21,253
1,185
(17,578)
Loss for the year
Other comprehensive income
Total comprehensive income for
the year
Issue of share capital net of
expenses
Share-based payments
Share options expired
Total transactions with owners of
the Company
Transfer between reserves
Balance at 31 December 2020
and 1 January 2021
Loss for the year
Other comprehensive income
Total comprehensive income for
the year
Issue of share capital net of
expenses
Share-based payments
Share option exercised
Share options expired
Total transactions with owners
of the Company
Balance at 31 December 2021
–
–
–
–
–
–
759
1,609
–
–
759
–
–
–
1,609
–
–
–
–
–
–
–
533
1,896
–
–
–
–
–
–
533
6,200
1,896
24,758
5,667
22,862
1,591
Non-
controlling
interest
£’000
(209)
(42)
–
Total
£’000
9,768
(278)
(50)
Total
equity
£’000
9,559
(320)
(50)
–
(50)
(278)
–
(50)
(278)
(328)
(42)
(370)
–
125
(76)
49
407
–
44
44
–
7
(34)
(2)
(29)
–
–
76
76
(407)
(18,187)
(1,687)
–
2,368
125
–
2,493
–
11,933
(1,687)
44
(1,687)
(1,643)
–
–
34
2
36
2,429
7
–
–
2,436
12,726
1,606
(19,838)
–
–
–
–
–
(251)
118
–
118
–
–
–
–
–
(133)
2,368
125
–
2,493
–
11,682
(1,569)
44
(1,525)
2,429
7
–
–
2,436
12,593
The share capital account includes the nominal value of all ordinary shares issued by the Company, as well as the nominal
amount of the deferred shares created as part of the 2018 capital re-organisation.
The share premium account includes the amounts received over and above the nominal value of each share upon issue of
such shares, net of any expenses of that issue.
Other reserves are described in note 23.
Retained earnings comprises the retained profits and losses arising on the Group’s activities since inception.
Non-controlling interests relates to the 15% holding of our local partner in the Group’s activities in Senegal.
The notes on pages 52 to 75 form part of these financial statements.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS
48
STATEMENT OF CONSOLIDATED
CASH FLOWS
Cash flow from operating activities:
Net cash used in operating activities
Cash flow from investing activities:
Purchase of property, plant and equipment
Proceeds from disposal of financial asset
Purchase of intangible assets
Tax received
Interest received
Net cash (used in)/generated from investing activities
Cash flow from financing activities:
Net proceeds from the issue of shares
Net cash generated from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
The notes on pages 52 to 75 form part of these financial statements.
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
Notes
27
(1,072)
(927)
(15)
–
(1,778)
46
–
(1,747)
2,429
2,429
(390)
1,751
1,361
(46)
172
(144)
165
–
147
2,368
2,368
1,588
163
1,751
10
20
18
WWW.ORIOLERESOURCES.COM
STATEMENT OF COMPANY
FINANCIAL POSITION
Company number: 05601091
ASSETS
Non-Current Assets
Property, plant and equipment
Intangible assets
Financial assets at fair value through other comprehensive income
Investments in equity-accounted associates
Investment in subsidiaries
Trade and other receivables
Current Assets
Trade and other receivables
Cash and cash equivalents
Total assets
EQUITY
Capital and reserves attributable to owners of the Company
Share capital
Share premium
Other reserves
Retained earnings
Total equity
LIABILITIES
Current Liabilities
Trade and other payables
Total Equity and Liabilities
49
As at
31 December
2021
£’000
As at
31 December
2020
£’000
Notes
13
12
15
14
11
16
16
18
20
20
23
25
45
3,192
395
657
3,871
394
8,554
74
1,262
1,336
9,890
6,200
24,758
169
(21,724)
9,403
487
487
9,890
60
1,202
395
657
3,302
389
6,005
38
1,714
1,752
7,757
5,667
22,862
198
(21,187)
7,540
217
217
7,757
As permitted by section 408 of the Companies Act 2006, the profit and loss account of the parent company has not been
separately presented in these accounts. The Parent Company loss for the year was £573,000 (2020: loss of £1,379,000).
The notes on pages 52 to 75 form part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 8 March 2022 and were signed
on its behalf by:
Eileen Carr
Non-Executive Chair
Robert Smeeton
Chief Financial Officer
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS
50
STATEMENT OF COMPANY
CHANGES IN EQUITY
Balance at 1 January 2020
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Issue of share capital net of expenses
Share-based payments
Share options expired
Total transactions with owners of the Company
Balance at 31 December 2020 and 1 January 2021
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Share
capital
£’000
4,908
–
–
–
759
–
–
759
5,667
–
–
–
–
–
–
1,609
–
–
1,609
22,862
–
–
–
Issue of share capital net of expenses
533
1,896
Share based payments
Share options exercised
Share options expired
–
–
–
–
–
–
Total transactions with owners of the Company
Balance at 31 December 2021
533
6,200
1,896
24,758
Information in respect of the Company’s reserves is set out on page 47.
The notes on pages 52 to 75 form part of these financial statements.
Share
premium
£’000
21,253
Other
Reserves
(see note 23)
£’000
Retained
earnings
£’000
149
(19,884)
Total
equity
£’000
6,426
(1,379)
–
(1,379)
2,368
125
–
2,493
7,540
(573)
–
(573)
2,429
7
–
–
2,436
9,403
–
–
–
–
125
(76)
49
198
–
–
–
–
7
(34)
(2)
(29)
169
(1,379)
–
(1,379)
–
–
76
76
(21,187)
(573)
–
(573)
–
–
34
2
36
(21,724)
WWW.ORIOLERESOURCES.COM STATEMENT OF COMPANY
CASH FLOWS
Cash flow from operating activities
Net cash used in operating activities
Cash flow from investing activities
Purchase of property, plant and equipment
Investment in intangible assets
Funding of subsidiary exploration companies
Tax received
Interest received
Net cash (used in)/generated from investing activities
Cash flow from financing activities
Net proceeds from share issues
Net cash generated from financing activities
Net (decrease)/ increase in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
The notes on pages 52 to 75 form part of these financial statements.
51
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
Notes
27
(900)
(885)
(9)
(1,750)
(268)
46
–
(1,981)
2,429
2,429
(452)
1,714
1,262
(46)
(144)
126
165
–
101
2,368
2,368
1,584
130
1,714
20
18
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS
52
NOTES TO THE
FINANCIAL STATEMENTS
accordance with UK-adopted international accounting
standards. The financial statements were prepared
Amendments
to IAS 8
1. General information
The principal activity of Oriole Resources Plc (‘the Company’)
and its subsidiaries (together ‘the Group’) is the exploration
and development of precious and high-value base metals.
The Company’s shares are quoted on the AIM Market of the
London Stock Exchange. The Company is incorporated and
domiciled in the UK.
The address of its registered office is 180 Piccadilly, London,
W1J 9HF.
2. Summary of signif icant
accounting policies
The principal accounting policies applied in the preparation
of these financial statements are set out below. These policies
have been consistently applied to all the years presented.
2.1 Basis of preparation
These financial statements have been prepared in
under the historical cost convention as modified by the
measurement of certain investments at fair value.
Going Concern
It is the prime responsibility of the Board to ensure the
Company and the Group remains a going concern. At 31
December 2021 the Group had cash and cash equivalents of
£1,361k and no borrowings. Having considered the prepared
cashflow forecasts, likely availability of investor support,
the prospects for asset disposals, and Group budgets, the
Directors consider that they will have access to adequate
resources in the 12 months from the date of the signing
of these financial statements. As a result, they consider it
appropriate to continue to adopt the going concern basis
in the preparation of the financial statements. There can be
no assurance that the cash received from fund raises and
asset sales will match the Board’s expectations, and this may
affect the Group’s ability to carry out its work programmes
as expected. Should the Group and Company be unable to
continue trading as a going concern, adjustments would
have to be made to reduce the value of the assets to their
recoverable amounts, to provide for further liabilities which
might arise and to classify non-current assets as current.
(b) New and amended standards not yet adopted
by the Group
Standards/
interpretations
Amendments
to IFRS 3
Application
Business Combinations – Reference to the
Conceptual Framework – effective 1 January
2022*
Amendments
to IAS 37
Provisions, Contingent Liabilities and
Contingent Assets – effective 1 January
2022*
Amendments
to IAS 16
Property, Plant and Equipment – effective 1
January 2022*
Annual
Improvements
Annual Improvements to IFRS Standards
2018-2020 Cycle – effective 1 January 2022*
Amendments
to IAS 1
Presentation of Financial Statements:
Classification of Liabilities as Current or
Non-current and Amendments to IAS 1:
Classification of Liabilities as Current or
Non-current – Deferral of Effective Date –
effective 1 January 2023*
Accounting policies, Changes in
Accounting Estimates and Errors –
Definition of Accounting Estimates –
effective 1 January 2023*
*Subject to UK endorsement.
There are no IFRS’s or IFRIC interpretations that are not yet
effective that would be expected to have a material impact
on the Company or Group.
2.2 Basis of consolidation
Oriole Resources PLC was incorporated on 24 October 2005
as Stratex International PLC. On 21 November 2005 the
Company acquired the entire issued share capital of Stratex
Exploration Ltd by way of a share for share exchange. The
transaction was treated as a Group reconstruction and was
accounted for using the merger accounting method.
Subsidiaries are entities controlled by the Group. Control
is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and
has the ability to affect those returns through its power over
the investee. Specifically, the Group controls an investee if,
and only if, the Group has:
° Power over the investee (i.e., existing rights that give it
the current ability to direct the relevant activities of the
The financial statements have been prepared on the going
investee);
concern basis and do not include the adjustments that
would result if the Group and Company were unable to
continue as a going concern.
° Exposure, or rights, to variable returns from its involvement
with the investee;
° The ability to use its power over the investee to affect
The auditors have made reference to going concern by way
its returns.
of material uncertainty within their audit report.
Changes in Accounting Policies
(a) New and amended standards adopted by the Group
There were no new IFRS or IFRIC interpretations effective for
Generally, there is a presumption that a majority of voting
rights result in control. To support this presumption and
when the Group has less than a majority of the voting or
similar rights of an investee, the Group considers all relevant
the first time for the financial year beginning 1 January 2021
facts and circumstances in assessing whether it has power
that had a material effect on the Group or Company financial
over an investee, including:
statements.
WWW.ORIOLERESOURCES.COM 53
° The contractual arrangement with the other vote holders
References to joint venture agreements do not refer to
of the investee;
° Rights arising from other contractual arrangements;
° The Group’s voting rights and potential voting rights.
Consolidation of a subsidiary begins when the Group obtains
control over the subsidiary and ceases when the Group
loses control of the subsidiary. Assets, liabilities, income and
expenses of a subsidiary acquired or disposed of during the
year are included in the consolidated financial statements
from the date the Group gains control until the date
the Group ceases to control the subsidiary. The business
acquisition method is used to account for the acquisition of
subsidiaries.
Any contingent consideration is recognised at fair value at
the acquisition date. Subsequent changes to the fair value of
the contingent consideration that is deemed to be an asset
or a liability is recognised in accordance with IFRS9 either in
profit or loss or as a change in other comprehensive income.
The unwinding of the discount on contingent consideration
arrangements which meet the definition of joint ventures
under IFRS 11 “Joint Arrangements” and therefore these
Financial Statements do not reflect the accounting
treatments required under IFRS 11.
Investments in associates and jointly controlled entities
are accounted for using the equity method of accounting
and are initially recognised at cost. The Group’s share of its
associates’ post-acquisition profits or losses is recognised in
profit or loss, and its share of post-acquisition movements
in reserves is recognised in other comprehensive income.
The cumulative post-acquisition movements are adjusted
against the carrying amount of the investment.
When the Group’s share of losses exceeds its interest in
an equity-accounted investee the carrying amount of the
investment, including any other unsecured receivables,
is reduced to zero, and the recognition of further losses is
discontinued, unless the Group has incurred obligations or
made payments on behalf of the investee.
liabilities is recognised as a finance charge within profit
Unrealised gains on transactions between the Group and
or loss.
Acquisition related costs are expensed as incurred.
equity–accounted investees are eliminated to the extent of
the Group’s interest in the investee. Unrealised losses are also
eliminated unless the transaction provides evidence of an
The Group measures goodwill at the acquisition date as the
impairment of the asset transferred.
excess of the fair value of the consideration transferred, plus
the recognised amount of any non-controlling interests, less
the recognised amount of the identifiable assets acquired
and liabilities assumed. If this consideration is lower than
the fair value of the net assets of the subsidiary acquired, the
difference is recognised in profit or loss.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting
policies used into line with those used by other members
of the Group. All significant intercompany transactions
Accounting policies of equity–accounted investees have
been changed where necessary to ensure consistency with
the policies adopted by the Group. Dilution gains and losses
arising in investments in equity–accounted investees are
recognised in profit or loss.
Transactions with non-controlling interests that do not result
in loss of control are accounted for as equity transactions.
Gains or losses on disposals to non-controlling interests are
recorded in equity.
and balances between group entities are eliminated
The Group discontinues the use of the equity method from
on consolidation.
When the Group ceases to consolidate a subsidiary as a
result of losing control and the Group retains an interest
in the subsidiary and the retained interest is an associate,
the Group measures the retained interest at fair value at
that date and the fair value is regarded as its cost on initial
recognition. The difference between the net assets de-
consolidated and the fair value of any retained interest
and any proceeds from disposing of a part interest in the
subsidiary is included in the determination of the gain or loss
on disposal. In addition, the Group accounts for all amounts
previously recognised in other comprehensive income in
relation to that associate on the same basis as would be
required if that subsidiary had directly disposed of the
related assets or liabilities.
Associates are all entities over which the Group has
significant influence but not control over the financial and
operating policies.
the date when the investment ceases to be an associate
or when the investment is classified as held for sale. When
the Group retains an interest in the former associate or
joint venture and the retained interest is a financial asset,
the Group measures the retained interest at fair value at
that date and the fair value is regarded as its fair value on
initial recognition. The difference between the carrying
amount of the associate at the date the equity method was
discontinued, and the fair value of any retained interest
and any proceeds from disposing of a part interest in the
associate is included in the determination of the gain or loss
on disposal. In addition, the Group accounts for all amounts
previously recognised in other comprehensive income in
relation to that associate on the same basis as would be
required if that associate had directly disposed of the related
assets or liabilities.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 54
NOTES TO THE
FINANCIAL STATEMENTS CONTINUED
When the Group reduces its ownership interest in an
associate but the Group continues to use the equity method,
the Group reclassifies to profit or loss the proportion of
2.4 Intangible assets – Exploration and
evaluation assets
The Group capitalises expenditure in relation to exploration
the gain or loss that had previously been recognised in
and evaluation of mineral assets when the legal rights are
other comprehensive income relating to that reduction in
obtained. Expenditure included in the initial measurement of
ownership interest if that gain or loss would be reclassified to
exploration and evaluation assets and which are classified as
profit or loss on the disposal of the related assets or liabilities.
intangible assets relate to the acquisition of rights to explore,
2.3 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the
Group’s entities are measured using the currency of the
primary economic environment in which the entity operates
research into the topographical, geological, geochemical
and geophysical characteristics of the asset, exploratory
drilling, trenching, sampling and activities to research the
technical feasibility and commercial viability of extracting a
mineral resource.
(the ‘functional currency’). The consolidated financial
Exploration and evaluation assets are not amortised but are
statements are presented in sterling, which is the Group’s
assessed for impairment, with an impairment test being
presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and
losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign
currencies are recognised in profit or loss.
(c) Group companies
The results and financial position of all the Group entities
(none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the
presentation currency are translated into the presentation
currency as follows:
° assets and liabilities for each statement of financial
position presented are translated at the closing rate at the
date of that statement of financial position.
° income and expenses in profit or loss for each statement
of comprehensive income presented are translated at
average exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of the
rates prevailing on the transaction dates, in which case
income and expenses are translated at the dates of the
transactions); and
° all resulting exchange differences are recognised in other
comprehensive income. On consolidation, exchange
differences arising from the translation of the net
investment in foreign entities, and of monetary items
receivable from foreign subsidiaries for which settlement
is neither planned nor likely to occur in the foreseeable
future are taken to other comprehensive income. When a
foreign operation is sold, exchange differences that were
recorded in equity are recognised in profit or loss as part of
the gain or loss on sale.
required when facts and circumstances suggest that the
carrying amount of an asset may exceed its recoverable
amount. The assessment is carried out by allocating
exploration and evaluation assets to cash generating units,
which are based on specific projects or geographical areas.
Whenever the exploration for and evaluation of mineral
resources does not lead to the discovery of commercially
viable quantities of mineral resources or the Group has
decided to discontinue such activities of that unit, the
associated expenditures are written off to profit or loss.
2.5 Segment reporting
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision makers. The chief operating decision makers,
who are responsible for allocating resources and assessing
performance of the operating segments, have been
identified as the executive Board of Directors.
2.6 Impairment of non-financial assets
The carrying amount of the Group’s non-financial assets
are reviewed at each reporting date to determine whether
there is any indication of impairment. If any such indication
exists, then the asset’s recoverable amount is estimated. An
impairment loss is recognised if the carrying amount of an
asset exceeds its recoverable amount.
In assessing the carrying values of major exploration assets,
the Directors would use cash flow projections for each of the
projects where a JORC – compliant indicated or measured
resource had been calculated. The Group currently has no
such directly controlled projects.
Certain of the other exploration projects are at an early stage
of development and no JORC-compliant resource estimate
has been completed. In these cases, the Directors have
assessed the impairment of the projects based on future
exploration plans and estimates of geological and economic
data. The Board does not believe that the key assumptions
will change so as to cause the carrying values to exceed the
recoverable amounts.
WWW.ORIOLERESOURCES.COM 55
To date impairment losses recognised have followed the
rate method. Any gain or loss arising on derecognition is
decision of the Board not to continue exploration and
recognised directly in profit or loss and presented in other
evaluation activity on a particular project licence area where
gains/(losses) together with foreign exchange gains and
it is no longer considered an economically viable project
losses. Impairment losses are presented as a separate line
or where the underlying exploration licence has been
item in the statement of profit or loss.
relinquished.
2.7 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in
hand, and demand deposits with banks and other financial
institutions.
2.8 Financial instruments
(a) Classification
The Group classifies its financial assets in the following
measurement categories:
° those to be measured subsequently at fair value (either
through Other Comprehensive Income (‘OCI’) or through
profit or loss); and
° those to be measured at amortised cost.
The Group’s financial assets at amortised cost include trade
and other receivables.
Equity instruments
The Group subsequently measures all equity investments at
fair value. Where the Group’s management has elected to
present fair value gains and losses on equity investments in
OCI, there is no subsequent reclassification of fair value gains
and losses to profit or loss following the derecognition of
the investment. Dividends from such investments continue
to be recognised in profit or loss as other income when the
Group’s right to receive payments is established. Changes
in the fair value of financial assets at FVPL are recognised
in other gains/(losses) in the statement of profit or loss as
applicable. Impairment losses (and reversal of impairment
The classification depends on the Group’s business model for
losses) on equity investments measured at FVOCI are not
managing the financial assets and the contractual terms of
reported separately from other changes in fair value.
the cash flows.
For assets measured at fair value, gains and losses will be
(d) Impairment
The Group assesses, on a forward-looking basis, the expected
recorded either in profit or loss or in OCI. For investments
credit losses associated with its debt instruments carried
in equity instruments that are not held for trading, this will
at amortised cost. The impairment methodology applied
depend on whether the Group has made an irrevocable
depends on whether there has been a significant increase in
election at the time of initial recognition to account for the
credit risk.
equity investment at fair value through other comprehensive
income (FVOCI). See Note 15 for further details.
(b) Recognition
Purchases and sales of financial assets are recognised on
For trade and other receivables due within 12 months the
Group applies the simplified approach permitted by IFRS 9.
Therefore, the Group does not track changes in credit risk,
but rather recognises a loss allowance based on the financial
trade date (that is, the date on which the Group commits to
asset’s lifetime expected credit losses at each reporting date.
purchase or sell the asset). Financial assets are derecognised
when the rights to receive cash flows from the financial
assets have expired or have been transferred and the Group
has transferred substantially all the risks and rewards of
ownership.
(c) Measurement
At initial recognition, the Group measures a financial asset
at its fair value plus, in the case of a financial asset not at fair
value through profit or loss (FVPL), transaction costs that
A financial asset is impaired if there is objective evidence of
impairment as a result of one or more events that occurred
after the initial recognition of the asset, and that loss event(s)
had an impact on the estimated future cash flows of that
asset that can be estimated reliably.
The Group considers evidence of impairment for financial
assets measured at amortised cost at both a specific asset
and collective level.
are directly attributable to the acquisition of the financial
An impairment loss in respect of a financial asset measured
asset. Transaction costs of financial assets carried at FVPL are
at amortised cost is calculated as the difference between
expensed in profit or loss.
Debt instruments
Amortised cost: Assets that are held for collection of
contractual cash flows, where those cash flows represent
solely payments of principal and interest, are measured at
amortised cost. Interest income from these financial assets
is included in finance income using the effective interest
its carrying amount and the present value of the estimated
future cash flows discounted at the asset’s original effective
interest rate. Losses are recognised in profit or loss.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 56
NOTES TO THE
FINANCIAL STATEMENTS CONTINUED
2.9 Deferred taxation
Deferred tax is accounted for using the liability method in
2.12 Finance income
Finance income comprises bank interest receivable. Interest
respect of temporary differences arising from differences
revenue is recognised using the effective interest method.
between the carrying amount of assets and liabilities in the
financial statements and the corresponding tax bases used
in the computation of taxable profit. In principle, deferred tax
liabilities are recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected
to apply to the period when the asset is realised or the
liability settled. Deferred tax is charged or credited in profit
or loss, except when it relates to items credited or charged
directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when they
relate to income taxes levied by the same taxation authority
and the Group intends to settle its current tax assets and
liabilities on a net basis. No liability to UK corporation tax
2.13 Other income
Other income represents income from activities other than
normal business operations. Royalty payments, arising from
the involvement of exploration partners, are recognised as
other income once payment has been received.
2.14 Post-employment benefits
Retirement benefit costs are calculated by applying the
Projected Unit Credit Method and the resulting adjustments
are recognised in profit or loss.
2.15 Leases
The Group assesses at contract inception, all arrangements
to determine whether they are, or contain, a lease. That
is, if the contract conveys the right to control the use of
an identified asset for a period of time in exchange for
consideration. The Group is not a lessor in any transactions, it
is only a lessee.
arose on ordinary activities for the current period or prior
The Group applies a single recognition and measurement
periods. The Group has losses to be carried forward on which
approach for all leases, except for short-term leases and
no deferred tax asset is recognised. Deferred tax assets are
leases of low-value assets. The Group recognises lease
recognised on tax losses carried forward to the extent that
liabilities to make lease payments and right-of-use assets
the realisation of the related tax benefit through future
representing the right to use the underlying assets.
taxable profits is probable.
(a) Right of use assets
Current and deferred tax is charged or credited in the profit
or loss, except when it relates to items charged or credited
directly to equity, in which case the related tax is also dealt
with in equity.
The Group recognises right-of-use assets at the
commencement date of the lease (i.e. the date when the
underlying asset is available for use). Right of use assets are
measured at cost, less any accumulated depreciation and
2.10 Share-based payments
The fair value of the services received from employees and
impairment losses, and adjusted for any remeasurement
of lease liabilities. The cost of right-of-use assets includes
third parties in exchange for the grant of share options
the amount of lease liabilities recognised, initial direct
is recognised as an expense. The fair value of the options
costs incurred, and lease payments made at or before the
granted is calculated using the Black-Scholes pricing model
commencement date less any lease incentives received.
and is expensed over the vesting period. At each reporting
Right of use assets are depreciated on a straight-line basis
period the Group revises its estimate of the number
over the shorter of the lease term and the estimated useful
of options that are expected to become exercisable. It
lives of the assets, as follows:
recognises the impact of the revision of original estimates,
if any, in profit or loss, and a corresponding adjustment to
equity over the remaining vesting period. The proceeds
° Computer equipment – 5 years
Right of use assets are subject to impairment (see Note 2.6).
received net of any directly attributable transaction costs are
(b) Lease liabilities
credited to share capital (nominal value) and share premium
when the options are exercised.
2.11 Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
shown in equity as a deduction from the proceeds.
At the commencement date of the lease, the Group
recognises lease liabilities measured at the present value
of lease payments to be made over the lease term. The lease
payments include fixed payments less any lease incentives
receivable.
WWW.ORIOLERESOURCES.COM 57
In calculating the present value of lease payments, the
In order to maintain or adjust the capital structure, the
Group uses its incremental borrowing rate at the lease
Company may adjust the amount of dividends paid to
commencement date because the interest rate implicit in
shareholders, return capital to shareholders, or issue new
the lease is generally not readily determinable.
shares.
Note that the lease liability recorded in the financial
statements has not been discounted to present value as any
impact of discounting would be immaterial to the financial
statements.
3. Risk management
3.1 Financial risk management
The main financial risks facing the Group are the availability
of adequate funding, movements in interest rates and
fluctuations in foreign exchange rates. Constant monitoring
of these risks ensures that the Group is protected against any
potential adverse effects of such risks so far as it is possible
4. Critical accounting estimates
and judgements
The preparation of the financial statements requires
management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the reporting
date, most importantly the carrying values assigned to
intangible assets, associates, and financial assets designated
as fair value through other comprehensive income. Actual
results may vary from the estimates used to produce these
financial statements.
and foreseeable. The Group only deals with high-quality
Estimates and judgements are continually evaluated and are
banks. It does not hold derivatives, does not trade in financial
based on historical experience and other factors, including
instruments and does not engage in hedging arrangements.
expectations of future events that are believed to be
In keeping with similar sized mineral exploration groups, its
continued future operations depend on the ability to raise
sufficient working capital. The Group finances itself through
reasonable under the circumstances.
Exploration asset carrying value
The most significant judgement for the Group is the
the monetisation of exploration assets and the issue of
assumption that exploration at the various sites will
equity share capital and has no borrowings. Management
ultimately lead to a commercial mining operation, which
monitors its cash and future funding requirements through
includes the assumption that any licenses held will be
the use of on-going cash flow forecasts. All cash, with the
renewed as required upon expiry. Failure to do so could
exception of that required for immediate working capital
lead to the write-off of the intangible assets relating to the
requirements, is held on short term deposit.
particular site (see note 2.4).
The Group’s only exposure to interest rate fluctuations is
restricted to the rates earned on its short-term deposits.
Thani Stratex Resources carrying value
The Directors have given consideration to the carrying value
These deposits returned an interest rate of between 0.1% and
of the 24.92% holding in Thani Stratex Resources Limited
0.25% during the past year.
(‘TSR’) which has a book value of £1.45m and in the Directors’
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures,
primarily with respect to the Turkish Lira, Euro and US
Dollar, see note 19. Foreign exchange risk arises from future
commercial transactions and net investments in foreign
operations. The Group does not hedge its exposure to foreign
currencies and recognises the profits and losses resulting
from currency fluctuations as and when they arise.
judgment this value is recoverable. In 2021, TSR signed an
earn-in agreement with Red Sea Resources Limited, who
are to spend approximately $2.4m to advance the current
resources on the licence (JORC Inferred Resource of 209,000
ounces of gold at Anbat and a non-JORC Inferred Resource
of 520,000 ounces of gold at Hutite). Whilst this will lead to
dilution, the Directors believe the proposed investment will
enhance the value of the Group’s shareholding. The carrying
value has therefore been maintained, with £135,000 of the
The Group will continue to make substantial expenditures
£1.4m impairment provision booked in 2018 reversed in 2021
related to its exploration and development activities. The
in order to maintain the carrying value of TSR at £1.45m,
financial exposure of the Group has been substantially
being the Directors’ best estimate using all information
reduced as a result of entering into agreements with third
available at this time.
parties.
3.2 Capital risk management
The Company’s objectives when managing capital are to
safeguard the Company’s ability to continue as a going
concern, in order to provide returns for shareholders and
benefits for other stakeholders, and to maintain an optimal
capital structure to reduce the cost of capital.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 58
NOTES TO THE
FINANCIAL STATEMENTS CONTINUED
Local taxes
The Group is subject to income taxes in numerous jurisdictions. Judgement is required in determining the worldwide
provision for such taxes. The Group recognises liabilities for anticipated tax issues based on estimates of whether
additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially
recorded, such differences will affect the current and deferred income tax assets and liabilities in the period in which such
determination is made. No deferred tax balances are currently recognised in the accounts in respect of temporary timing
differences relating to the Group’s untangible assets or unutilised losses.
Provision for bad debts
The Group is currently due $425,000 from Anadolu Export Maden Sanayi ve Ticaret Limited Şirketi in respect of a success-
based payment of $500,000 that was due on the basis of an exploration partnership with that company. The Directors
continue to pursue payment, but have made full provision against the debt in these financial statements.
5. Segment reporting
The Group's main exploration operations are located in Turkey, East Africa and West Africa. The Group's head office is located
in the UK and provides corporate and support services to the Group and researches new areas of exploration opportunities.
The management structure and the management reports received by the Directors and used to make strategic decisions
reflect the split of operations.
(a) The allocation of assets and liabilities by segment is as follows:
At 31 December 2021
Intangible assets
Property, plant and equipment
Investment in associate companies
Cash and other assets
Liabilities
Inter-segment
Net assets
Additions to property, plant and equipment
At 31 December 2020
Intangible assets
Property, plant and equipment
Investment in associate companies
Cash and other assets
Liabilities
Inter-segment
Net assets
Additions to property, plant and equipment
Exploration
Turkey
£’000
East Africa
£’000
West Africa
£’000
UK support
& other
£’000
–
–
–
81
(43)
(3,281)
(3,243)
3
–
–
1,449
789
–
–
2,238
–
9,376
36
–
79
(20)
(2,849)
6,622
8
–
12
–
1,338
(504)
6,130
6,976
3
Exploration
Turkey
£’000
East Africa
£’000
West Africa
£’000
UK support
& other
£’000
–
1
–
58
(47)
(3,264)
(3,252)
–
–
–
1,449
784
–
–
2,233
–
7,771
46
–
95
(19)
(2,354)
5,539
47
–
14
–
1,751
(221)
5,618
7,162
–
Group
Total
£’000
9,376
48
1,449
2,287
(567)
–
12,593
14
Group
Total
£’000
7,771
61
1,449
2,688
(287)
–
11,682
47
WWW.ORIOLERESOURCES.COM
59
The capitalised cost of the principal projects and the additions during the year are as follows:
Capitalised cost
Additions in year
West Africa
Senegal
Cameroon
Total Intangible assets
2021
£’000
6,177
3,199
9,376
2020
£’000
6,568
1,203
7,771
2021
£’000
22
1,996
2,018
(b) The allocation of profits and losses for the year by segment is as follows:
Exploration
Turkey
£’000
East Africa
£’000
West Africa
£’000
UK support
& other
£’000
2020
£’000
–
184
184
Group
Total
£’000
–
(1,074)
(9)
210
(163)
(571)
–
38
Group
Total
£’000
–
(1,010)
(8)
365
(132)
317
–
148
(320)
2020
£’000
(63)
–
(922)
(2)
–
–
(2)
291
46
–
(861)
(8)
–
–
(71)
218
165
(557)
2021
£’000
(133)
(589)
(1,569)
Exploration
Turkey
£’000
East Africa
£’000
West Africa
£’000
UK support &
other
£’000
–
(38)
(3)
75
–
(18)
–
(8)
8
–
–
–
135
(163)
28
–
–
–
–
(114)
(4)
–
–
(579)
(291)
–
(988)
–
(62)
–
162
–
(11)
–
(17)
72
–
–
–
203
(132)
(71)
–
–
–
–
(87)
–
–
–
470
(218)
–
165
2021
Revenue
Administration expenses
Depreciation charge
Other income/(losses)
Share of associate company losses
Exchange gains/(losses)
Inter-segment charges
Income tax
Profit/(loss) for year
2020
Revenue
Administration expenses
Depreciation charge
Other income/(losses)
Share of associate company losses
Exchange gains/(losses)
Inter-segment charges
Income tax.
Profit/(loss) for year
6. Loss on change of ownership interest
Loss for the year on change of ownership interest
Small changes to the Company’s interest in Thani Stratex Resources Limited during the year have resulted in a loss of
£133,000, which has been recognised in the consolidated statement of comprehensive income.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS
60
NOTES TO THE
FINANCIAL STATEMENTS CONTINUED
7. Other (losses)/prof its
Exchange (losses)/ gains
Reversal of impairment (see note 14)
Other profits
Net other (loss)/profit for the year
8. Expenses by nature
Administration expenses comprise:
Personnel expenses (see note 9)
Legal and professional expenses
Amounts paid to the Company’s auditors (see below)
Office costs
Travel costs
Depreciation expense
Other expenses
Total for year
During the year the Group obtained the following services from the Company’s auditor:
Auditor’s remuneration
Fees payable for the audit of parent and consolidated financial statements
Total for year
9. Personnel expenses
2021
£’000
(571)
135
75
(361)
2021
£’000
833
187
27
65
17
9
(55)
1,083
2021
£’000
27
27
2020
£’000
317
203
162
682
2020
£’000
752
255
25
57
39
8
(118)
1,018
2020
£’000
25
25
Wages and salaries
Social security costs
Share options granted to Directors and employees
Employee benefits-in-kind
Employee pensions
Total for year
Average number of employees, including Directors
Group
Company
2021
£’000
770
40
7
3
13
833
13
2020
£’000
2021
£’000
2020
£’000
569
49
125
1
8
752
13
531
40
7
3
13
594
9
322
49
125
1
8
505
8
Details of the Directors’ remuneration is shown in the Report of the Remuneration Committee on page 34.
WWW.ORIOLERESOURCES.COM 10. Income tax
Analysis of income tax expense:
Current taxation:
UK Corporation tax credit for the year
Deferred taxation:
Deferred tax charge for the year
Total tax on loss for the year
61
2021
£’000
2020
£’000
46
(8)
38
165
(17)
148
The Group does not anticipate a UK corporation tax charge for the year due to the availability of tax losses. The Group did not
recognise deferred income tax assets of approximately £770,000 (2020: £1,700,000).
Reconciliation of tax credit:
Loss before tax
Current tax credit at 19% (2020: 19%)
Effects of:
Expenses not deductible for tax purposes
Tax losses carried forward – UK
Tax losses carried forward – outside UK
Origination and reversal of temporary differences
Prior year differences (research and development credits claim)
Tax credit
11. Investment in subsidiaries
The cost of shares in subsidiary companies is as follows:
Company
Cost of investment at 1 January
Impairment provision
Loans to subsidiary companies
At 31 December
2021
£’000
(1,607)
305
(4)
(442)
(199)
332
46
38
2020
£’000
(468)
89
25
(167)
(14)
50
165
148
2021
£’000
2,701
2020
£’000
2,699
(1,000)
(1,000)
1,701
2,170
3,871
1,699
1,603
3,302
During the prior year the Company made a provision for impairment against its investment in Stratex Exploration Limited.
There are no significant restrictions in relation to the subsidiaries.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 62
NOTES TO THE
FINANCIAL STATEMENTS CONTINUED
11. Investment in subsidiaries continued
Investments in subsidiaries are stated at cost and are as follows:
Country of
incorporation
% owned by
the Company
% owned by
subsidiary
Nature of
Business
Stratex Exploration Ltd
Stratex Gold AG
Stratex West Africa Limited
RMC Cameroon (BVI) Corp
Reservoir Minerals Cameroon SARL
Oriole Cameroon SARL
OrrCam2 SARL
Stratex Madencilik Sanayi Ve Ticaret Ltd. Şti
Stratex EMC SA
UK
Switzerland
UK
British Virgin
Islands
Cameroon
Cameroon
Cameroon
Turkey
Senegal
100
100
100
56.7
–
90
90
–
–
–
–
–
–
Holding company
Holding company
Exploration
Holding company
90 for effective
51% Group holding
–
–
100
85
Exploration
Exploration
Exploration
Exploration
Exploration
Stratex Exploration Ltd
180 Piccadilly, London, W1J 9HF, UK
Stratex Gold AG
Goethestrasse 61, St Gallen, 9008, Switzerland
Registered office
Stratex West Africa Limited
Wessex House, Upper Market Street, Eastleigh, Hampshire, SO50 9FD, UK
RMC Cameroon (BVI) Corp
Tropic Isle Building, Nibbs Street, Road Town, Tortola, VG1110, British Virgin Islands
Reservoir Minerals Cameroon SARL
Yaoundé-Rue Marie Gocker, Place De L’Intendance, BP 11792, Yaoundé, Cameroon
Oriole Cameroon SARL
Yaoundé-Rue Marie Gocker, Place De L’Intendance, BP 11792, Yaoundé, Cameroon
OrrCam2 SARL
Yaoundé-Rue Marie Gocker, Place De L’Intendance, BP 11792, Yaoundé, Cameroon
Stratex Madencilik Sanayi Ve Ticaret Ltd. Sti Cukurambar Mahallesi 1458. Sokak, Elit Aprt. No: 17/6, Ankara, Turkey
Stratex EMC SA
Wessex House, Upper Market Street, Eastleigh, Hampshire, SO50 9FD, UK
12. Intangible assets
The Group's Intangible assets comprise entirely of exploration assets.
Cost
Cost at 1 January
Exchange movements
Additions
At 31 December
Group
Company
2021
£’000
7,771
(413)
2,018
9,376
2020
£’000
7,244
343
184
7,771
2021
£’000
1,202
–
1,990
3,192
2020
£’000
1,018
–
184
1,202
WWW.ORIOLERESOURCES.COM 63
Total
£’000
238
47
285
(32)
14
(30)
237
(217)
(7)
(224)
31
(26)
30
(189)
21
61
48
7
Group
Motor
Vehicles
£’000
Field
Equipment
£’000
Office
furniture
and
equipment
£’000
30
–
30
–
–
(30)
–
(30)
–
(30)
–
–
30
–
–
–
–
–
19
47
66
(1)
–
–
65
(19)
–
(19)
1
(16)
–
(34)
–
47
31
–
189
–
189
(31)
14
–
172
(168)
(7)
(175)
30
(10)
–
(155)
21
14
17
7
13. Property, plant, and equipment
Cost
At 1 January 2020
Additions
At 31 December 2020
Exchange movements
Additions
Disposals
At 31 December 2021
Depreciation
At 1 January 2020
Additions
At 31 December 2020
Exchange movements
Additions
Disposals
At 31 December 2021
Net Book Value
at 1 January 2020
at 31 December 2020
at 31 December 2021
Right of use assets included above
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 64
NOTES TO THE
FINANCIAL STATEMENTS CONTINUED
13. Property, plant, and equipment continued
Company
Motor
Vehicles
£’000
Field
Equipment
£’000
Office
furniture
and
equipment
£’000
Cost
At 1 January 2020
Additions
At 31 December 2020
Additions
At 31 December 2021
Depreciation
At 1 January 2020
Additions
At 31 December 2020
Additions
At 31 December 2021
Net Book Value
at 1 January 2020
at 31 December 2020
at 31 December 2021
Right of use assets included above
14. Investment in equity-accounted associates
At 1 January
Exchange movements
Share of losses
Transfer to other financial assets
Loss on change of ownership interest
Release of impairment provision
At 31 December
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
47
47
–
47
–
–
–
(16)
(16)
–
47
31
–
108
–
108
8
116
(88)
(7)
(95)
(7)
(102)
20
13
14
7
Group
Company
2021
£’000
1,449
28
(30)
–
(133)
135
2020
£’000
2,250
(71)
(69)
(801)
(63)
203
2021
£’000
657
–
–
–
–
–
1,449
1,449
657
Total
£’000
108
47
155
8
163
(88)
(7)
(95)
(23)
(118)
20
60
45
7
2020
£’000
1,458
–
–
(801)
–
–
657
The Company's shareholding interest in Thani Stratex Resources Limited ("TSRL") was maintained at 24.92% during the
course of the year, however TSRL’s interest in the underlying Hodine licence was reduced by 7%, leading to a loss on change
of ownership. £135,000 of the impairment provision recognised in 2018 has been reversed in 2021, as the Directors believe the
value of the investment has been maintained over the year (see note 4).
WWW.ORIOLERESOURCES.COM 65
14. Investment in equity-accounted associates continued
The following entity has been included in the consolidated financial statements using the equity accounting method:
Thani Stratex Resources Limited
2021
Value
£’000
1,449
%
24.9
Change
£’000
–
%
24.9
2020
Value
£’000
1,449
Change
£’000
–
Thani Stratex Resources Limited has a reporting date of 31 December and its registered office is PO Box 173, Kingston
Chambers, Road Town, Tortola, British Virgin Islands.
Summarised financial information for investments accounted for using an equity accounting method is shown below. This
information reflects the amounts presented in the draft financial statements of the associates (and not Oriole Resources PLC’s
share of those amounts) adjusted for differences in accounting policies between the Group and associates:
Statement of financial position for Thani Stratex Resources Limited
As at 31 December
Current Assets
Cash and equivalents
Net current liabilities
Total current liabilities
Non-current assets
Furniture, fittings and equipment
Intangible assets
Total non-current assets
Non-current liabilities
Net assets
Statement of comprehensive income for Thani Stratex Resources Limited
As at 31 December
Administration expenses
Depreciation
Exchange gains
Loss from continuing operations
Income tax expenses
Loss after tax for continuing operations
Share of associated company loss
Total comprehensive income
2021
£’000
2020
£’000
1
(289)
(288)
1
14,758
14,759
(4,174)
10,297
1
(283)
(282)
1
14,102
14,103
(4,088)
9,733
2021
£’000
2020
£’000
(120)
(267)
–
–
(120)
–
(120)
–
(120)
(1)
(1)
(269)
–
(269)
–
(269)
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 66
NOTES TO THE
FINANCIAL STATEMENTS CONTINUED
15. Financial Assets and Liabilities
(a) Financial Assets
Financial assets at amortised cost:
Trade and other receivables
Deposits and guarantees
Cash and cash equivalents
Loan note receivable
Financial assets at fair value through other comprehensive income
Total
(b) Financial Liabilities
Group
2021
£’000
137
46
1,315
394
395
2020
£’000
132
7
1,751
389
395
2,287
2,674
Company
2021
£’000
74
–
1,262
394
395
2,125
2020
£’000
38
–
1,714
389
395
2,536
Group
2021
£’000
Company
2020
£’000
2021
£’000
2020
£’000
Financial liabilities at amortised cost:
Trade creditors
Amounts due to related parties and employees
Social security and other taxes
Leases
Accrued expenses
Total
80
23
54
7
403
567
87
29
62
12
97
287
67
–
36
7
377
487
(c) Assets by quality
Trade Receivables:
Trade receivables includes net receivables from exploration partners of £30,000 (2020: £7,000). None of the exploration
partners have external credit ratings.
Cash and cash equivalents:
External ratings of cash at bank and short-term deposits:
A
Ba, Bb & Bbb
Total
(d) Financial Assets at Fair Value Through Other Comprehensive Income (‘FVOCI’)
2021
£’000
1,262
99
1,361
At 1 January
Transfer from equity-accounted associates
Disposals
Fair value adjustment
At 31 December
Group
Company
2021
£’000
395
–
–
–
395
2020
£’000
165
395
(165)
–
395
2021
£’000
395
–
–
–
395
65
–
48
12
92
217
2020
£’000
1,714
37
1,751
2020
£’000
–
395
–
–
395
WWW.ORIOLERESOURCES.COM 67
15. Financial Assets and Liabilities continued
Equity investments at FVOCI comprise the following individual investments:
Thani Stratex Djibouti – Unlisted Equity Security
At 31 December
Group
Company
2021
£’000
395
395
2020
£’000
395
395
2021
£’000
395
395
2020
£’000
395
395
On disposal of these equity investments, any related balance within the FVOCI reserve is reclassified to retained earnings.
Information about the methods and assumptions used in determining fair value is provided in (f) below. The assets are held in
non-sterling currencies but there are no significant exchange rate risks associated with these investments.
Financial assets at fair value through other comprehensive income comprise equity securities which are not held for
trading, and which the Group has irrevocably elected at initial recognition to recognise in this category. These are strategic
investments and the Group considers this classification to be more relevant.
(e) Financial Assets at Fair Value Through Profit and Loss (‘FVPL’)
The Group classifies the following financial assets at fair value through profit or loss:
1. Equity instruments for which the entity has not elected to recognise fair value gains and losses through OCI.
The Group’s investment in Muratdere Madencilik Sanayi ve Ticaret AS (‘Muratdere’) is held at £Nil (2020: £Nil) in the
consolidated financial statements following its write down in 2017.
(f) Fair Value Hierarchy
This section explains the judgements and estimates made in determining the fair values of financial instruments that are
recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs
used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under
Accounting Standards, as set out and explained below:
Recurring fair value measurements
At 31 December 2021
Financial assets at fair value through other comprehensive income:
Djibouti unlisted equity securities
Total Financial Assets
At 31 December 2020
Financial assets at fair value through other comprehensive income:
Djibouti unlisted equity securities
Total Financial Assets
Level 3
£’000
Total
£’000
395
395
395
395
395
395
395
395
There were no transfers of assets between levels for recurring fair value measurements during the year. The Group has no level
1 or 2 financial instruments.
Level 3 – if one or more of the significant valuation inputs is not based on observable market data, the instrument is held at
level 3. This is the case for unlisted securities.
Specific valuation techniques used to value financial instruments include:
° The use of quoted market prices to provide comparative pricing for Level 3 instruments when reviewed against comparable
companies at similar stages of asset development.
° Cost of asset development work to date, together with a review of exploration results and a view of market values of similar
companies.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 68
NOTES TO THE
FINANCIAL STATEMENTS CONTINUED
16. Trade and other receivables
The fair value of trade and other receivables equate to their carrying values, which also represents the Group’s maximum
exposure to credit risk. No collateral is held as security.
Receivables from exploration partners
Bad debt provision
Deposits and guarantees given
Loans
Loan note (see below)
Prepayments and other current assets
Total
Non-current
Current
Total
Group
Company
2021
£’000
381
(326)
–
43
394
39
531
394
137
531
2020
£’000
333
(326)
7
91
389
34
528
389
139
528
2021
£’000
2020
£’000
–
–
–
–
394
74
468
394
74
468
–
–
–
–
389
38
427
389
38
427
The loan note for $530,806 is interest-free and is repayable by Thani Stratex Djibouti Limited in accordance with a loan note
instrument dated 14 November 2019.
$425,000 of a success-based payment due from Anadolu Export Maden Sanayi ve Ticaret A.S. is past due, and has been fully
provided against in these, and the prior year, financial statements.
17. Deferred tax asset and liabilities
Group
Deferred tax assets
Temporary timing differences arising on:
Intangible assets
Employee termination benefits
Total
The movement in the year on the net deferred tax assets is:
At 1 January
Exchange movements
Movement in year
At 31 December
18. Cash and cash equivalents
Cash at bank and on hand
Short-term deposits
Total
2021
£’000
2020
£’000
–
–
–
12
2
14
2021
£’000
2020
£’000
14
(6)
(8)
–
Group
Company
2021
£’000
1,315
46
1,361
2020
£’000
1,751
–
1,751
2021
£’000
1,262
–
1,262
38
(7)
(17)
14
2020
£’000
1,714
–
1,714
WWW.ORIOLERESOURCES.COM 69
19. Currency risk
The Group’s exposure to foreign currency is as follows:
GBP £’000
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Net exposure
The following year end spot rates to
sterling have been applied
A 20% fluctuation in the sterling
exchange rate would have affected
profit and loss as follows:
Strengthening of sterling*
Weakening of sterling*
2021
2020
US$
–
142
(200)
(58)
Euro
Turkish Lira
–
273
(160)
113
30
52
(43)
39
US$
–
459
–
459
Euro
Turkish Lira
–
441
(19)
422
74
12
(47)
(39)
1.1584
1.1907
17.9514
1.365
1.118
10.1243
£’000
£’000
£’000
£’000
£’000
£’000
–
–
–
–
7
(7)
–
–
–
–
(3)
3
* Dollar and Euro amounts shown above were acquired specifically to fund the foreign currency elements of capital expenditure and as such
fluctuations would have no impact on profit and loss.
20. Share capital and share premium
Group and Company
At 1 January 2021
Issued during the year
Expenses of share issue
At 31 December 2021
Number of
Ordinary
shares issued
1,461,155,197
532,866,139
–
1,994,021,336
Ordinary
shares
£’000
Deferred
shares
£’000
Share
premium
£’000
Total
£’000
1,461
533
–
1,994
4,206
22,862
28,529
–
–
1,999
(103)
2,532
(103)
4,206
24,758
30,958
During the year the Company raised capital by way of an equity placing upon one occasion:
° On 4 October 2021 the Company issued 416,470,880 Ordinary 0.1p shares at a price of 0.425p per share.
In addition, during the year existing share options and share warrants over the Ordinary 0.1p shares of the Company were
exercised as follows:
° 1,550,000 share options were exercised at a price of 0.37p per share;
° 13,470,000 share warrants were exercised at a price of 0.5p per share
° 1,630,298 share warrants were exercised at a price of 0.6p per share; and
° 99,744,961 share warrants were exercised at a price of 0.68p per share.
The Ordinary shares have a nominal value of 0.1p and all shares have been fully paid.
At the 2018 as part of a capital re-organisation, 467,311,276 deferred shares were created, each with a nominal value of 0.9p. The
Deferred Shares have no right to vote, attend or speak at general meetings of the Company and have no right to receive any
dividend or other distribution and have only limited rights to participate in any return of capital on a winding-up or liquidation
of the Company, which will be of no material value.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 70
NOTES TO THE
FINANCIAL STATEMENTS CONTINUED
21. Earnings per share
The calculation of the basic earnings per share is based on the loss attributable to the equity holders of the Company and a
weighted average number of Ordinary shares in issue during the year, as follows:
Loss attributable to owners of the Company from continuing operations
2021
£’000
(1,687)
2020
£’000
(278)
Weighted average number of ordinary shares in issue
1,661,670,893
917,570,302
Basic and diluted loss per share from continuing operations (pence per share)
(0.10)
(0.03)
There is no difference between basic and diluted loss per share as the effect on the exercise of the options would be to
decrease the earnings per share.
At 31 December 2021 there were 81,592,912 (2020: 83,192,912) share options and 208,385,020 (2020: 323,230,279) warrants that
could potentially dilute the earnings per share in the future.
Deferred shares have no rights to dividends or retained profits and are excluded from the calculation of earnings per share.
22. Share options and warrants
Share options
The Directors have discretion to grant options to Group employees to subscribe for Ordinary Shares up to a maximum of 10%
of the Company’s issued share capital. The Company runs two schemes, one is the Enterprise Management Incentive scheme
and the other is the Unapproved Share Option scheme.
As at 31 December 2021, the Company had in issue 71,471,892 (2020: 79,042,912) options to Group employees granted under
the Enterprise Management Incentive scheme and 9,787,687 (2020: 3,650,000) options to Group employees granted under the
unapproved scheme. In addition, there are 333,333 (2020: 500,000) unexercised options held by past employees. All options
vest over one to three years from the grant date and lapse on the tenth anniversary of the grant date, except for the 39,884,912
options granted to Directors during the prior year, in lieu of salary, which vested immediately.
The granting of the share options has been accounted for as equity-settled share-based payment transactions. The total
expenses recognised in the loss for the year arising from share-based payments was £7,000 (2020: £125,000). The Group has
no legal or constructive obligation to repurchase or settle the options in cash.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
Group and Company
Outstanding at 1 January
Issued
Exercised
Expired
Cancelled
Outstanding at 31 December
Exercisable at 31 December
2021
2020
Weighted
average
exercise price
pence
Weighted
average
exercise price
pence
Number of
options
Number of
options
83,192,912
0.31
32,469,067
–
–
56,234,912
(1,550,000)
(50,000)
–
81,592,912
64,542,912
0.37
7.0
–
0.29
0.27
–
(5,251,067)
(260,000)
83,192,912
51,842,912
0.97
0.18
–
3.17
(0.81)
0.31
0.26
The weighted average contractual life of the outstanding options at 31 December 2021 was 9.15 years (2020: 8.94 years).
WWW.ORIOLERESOURCES.COM 71
Outstanding
31 December
2021
60,000
150,000
198,000
6,000,000
2,000,000
16,950,000
39,884,912
16,350,000
81,592,912
Option
Price
pence
2.7
1.5
2.0
0.9
0.62
0.37
0.10
0.37
22. Share options and warrants continued
Details of share options outstanding at 31 December 2021 are as follows:
Life of option
Expiry date
5 December 2024
4 June 2025
2 September 2026
1 March 2028
4 June 2028
19 March 2029
19 August 2030
22 December 2030
Start date
5 December 2014
4 June 2015
2 September 2016
1 March 2018
4 June 2018
19 March 2019
19 August 2020
22 December 2020
Total options outstanding
Share Warrants
Group and Company
Outstanding at 1 January
Issued
Exercised
Outstanding at 31 December
Start date
3 June 2020
29 October 2020
Total warrants outstanding
2021
2020
Weighted
average
exercise price
pence
Number of
warrants
Weighted
average
exercise price
pence
Number of
warrants
323,230,279
0.61
48,469,987
–
–
274,760,292
(114,845,259)
0.66
–
208,385,020
0.66
323,230,279
Life of warrant
Expiry date
3 June 2022
29 October 2022*
Outstanding
31 December
2021
33,369,689
175,015,331
208,385,020
0.57
0.68
–
0.61
Warrant
Price
Pence
0.60
0.68
* The Company have the right to force exercise of those warrants in the event the 10-day volume weighted average share price exceeds 1.02
pence at any time. This condition was fulfilled during 2021.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 72
NOTES TO THE
FINANCIAL STATEMENTS CONTINUED
23. Other reserves
Group
At 1 January 2020
Share based payments
Share options expired
Other comprehensive income
Transfer to retained earnings
At 31 December 2020
Share based payments
Share options exercised
Share options expired
Other comprehensive income
Transfer to retained earnings
At 31 December 2021
Company
At 1 January 2020
Share based payments
Share options expired
At 31 December 2020
Share based payments
Share options exercised
Share options expired
At 31 December 2021
Merger
reserve
£’000
(485)
–
–
–
–
(485)
–
–
–
–
–
(485)
FVOCI
reserve
£’000
(407)
–
–
–
407
–
–
–
–
–
–
–
Share option
reserve
£’000
149
125
(76)
–
–
198
7
(34)
(2)
–
–
169
Translation
reserve
£’000
1,928
–
–
(50)
–
1,878
–
–
–
44
–
1,922
Share
option
reserve
£’000
149
125
(76)
198
7
(34)
(2)
169
Total
£’000
1,185
125
(76)
(50)
407
1,591
7
(34)
(2)
44
–
1,606
Total
£.000
£’000
149
125
(76)
198
7
(34)
(2)
169
The Merger reserve arose on consolidation as a result of the merger accounting for the acquisition of the entire issued share
capital of Stratex Exploration Limited during 2005 and represents the difference between the nominal value of shares issued
for the acquisition and that of the share capital and share premium account of Stratex Exploration Limited.
The Group has elected to recognise changes in the fair value of certain investments in equity securities through Other
Comprehensive Income, as explained in Note 15 and the accounting policies. These changes are accumulated within the
FVOCI reserve within equity. The Group transfers amounts from this reserve to retained earnings when the relevant equity
securities are realised.
The Share option reserve balance relates to the fair value of outstanding share options measured using the Black-Scholes
method.
The Translation reserve comprises the exchange differences from translating the net investment in foreign entities and of
monetary items receivable from subsidiaries for which settlement is neither planned nor likely in the foreseeable future (see
Note 2.3).
WWW.ORIOLERESOURCES.COM 24. Non-controlling interest
Effect on equity of transactions with non-controlling interests:
Balance attributable to NCI
At 1 January 2020
Losses for the year
At 31 December 2020
Gain for the year
At 31 December 2021
73
Stratex EMC
SA
£’000
(209)
(42)
(251)
118
(133)
Total
£’000
(209)
(42)
(251)
118
(133)
The non-controlling interest arises in the 15% holding by a third party in Stratex EMC SA, whose financial statements include
the following balances:
Stratex EMC SA
Intangible assets
Other assets
Intercompany loans
Other creditors
Net liabilities
(Loss)/profit for the year
Cash flows:
Cash flows from operations
Cash flows from intercompany funding
Net cash flow
25. Trade and other payables
Trade payables
Amounts due to related parties and employees
Social security and other taxes
Lease liability
Accrued expenses
At 31 December
2021
£’000
5,811
952
(8,633)
(22)
(1,892)
(806)
(219)
217
(2)
Group
Company
2021
£’000
80
1
54
7
403
545
2020
£’000
87
26
62
12
97
284
2021
£’000
67
–
36
7
377
487
2020
£’000
6,223
1,030
(8,416)
(19)
(1,182)
265
(183)
174
(9)
2020
£’000
65
–
48
12
92
217
All financial liabilities, except those for accrued expenses, are stated where material at amortised cost.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 74
NOTES TO THE
FINANCIAL STATEMENTS CONTINUED
26. Leases
The Group has in place one lease contract for computer equipment used in its operations. The lease has a term of 5 years.
The Group’s obligations under its leases are secured by the lessor’s title to the leased assets. The Group is restricted from
assigning and subleasing the leased asset. There are no variable lease payments attached.
The right of use asset recognised in respect of this lease has a carrying value of £8,000 (2020: £10,000) and is included within
tangible fixed assets. Depreciation of £3,000 (2020: £3,000) has been recorded in the year.
The lease liability is included within trade and other payables and has a carrying value of £7,000 (2020: £12,000). Cash
payments of £5,000 (2020: £3,000) have been made in payment of the liability during the year.
Neither the right of use asset nor the lease liability have been recorded separately on the statement of consolidated or
company financial position as the values are not material.
27. Cash flow f rom operating activities
Group
Company
Loss before income tax
Adjustments for:
Issue of share options
Depreciation
Impairment of FAFVPL
Share of losses of associates
Other Income and deductions
Interest income on intercompany indebtedness
Intercompany management fees
2021
£’000
(1,607)
7
9
–
163
(135)
–
–
2020
£’000
(468)
125
8
–
203
(203)
–
–
Foreign exchange movements on operating activities
498
(428)
Changes in working capital, excluding the effects of exchange
differences on consolidation:
Trade and other receivables
Trade and other payables
Cash used in operations
(65)
58
(1,072)
44
(208)
(927)
2021
£’000
(619)
2020
£’000
(1,543)
7
6
–
–
–
(18)
(281)
(5)
(37)
47
(900)
125
7
747
–
–
(21)
(69)
15
11
(157)
(885)
WWW.ORIOLERESOURCES.COM 75
28. Related party transactions
(a) Transactions with non-controlling interests:
During the year the Company spent £3,000 (2020: £3,000) with Minexia Limited, a company in which Tim Livesey and
Robert Smeeton have 10.33% and 2.35% shareholdings respectively.
(b) Parent company and ultimate controlling party:
In the opinion of the Directors there is no ultimate controlling party.
(c) Amounts provided to subsidiaries:
During the year the Company provided funds amounting to £567,000 (2020: £101,000) to its subsidiaries and charged its
subsidiary companies £281,000 (2020: £70,000) for the provision of management services. The total gross receivable from
subsidiaries at 31 December 2021 was £5,339,000 (2020: £4,832,000).
(d) Transactions with Directors and Key Management Personnel:
During the year the Directors were remunerated for services performed on behalf of the Company. Details of this
remuneration are included in the Report of the Remuneration Committee. All Directors during the year were remunerated
through the UK payroll. There are not considered to be any key management personnel other than Directors.
29. Contingencies and capital commitments
There are no contingencies or capital commitments at 31 December 2021.
30. Parent company statement of comprehensive income
As permitted by section 408 of the Companies Act 2006, the statement of comprehensive income of the parent company is
not presented as part of these financial statements.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS
76
NOTICE OF
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting
that this power shall:
of Oriole Resources Plc (the “Company”) will be held at the
offices of Grant Thornton UK LLP, located at 30 Finsbury
Square, London, EC2A 1AG on 26 April 2022, at 11:00am. The
business of the meeting will be to consider and, if thought
fit, pass the following Resolutions:
Ordinary resolutions
1. THAT the Directors’ Report and the Financial Statements
of the Company for the year ended 31 December 2021 be
received and adopted.
2. THAT, having retired by rotation in accordance with the
Company’s Articles of Association, and being eligible,
David Pelham be re-appointed as a Director of the
Company.
3. TO re-elect Director Claire Bay, who was appointed
since the last Annual General Meeting and retires in
accordance with the Company’s Articles of Association,
and being eligible, offers herself for re-appointment.
4. TO re-elect Director Eileen Carr, who was appointed
since the last Annual General Meeting and retires in
accordance with the Company’s Articles of Association,
and being eligible, offers herself for re-appointment.
5. THAT PKF Littlejohn LLP be re-appointed as auditors of
the Company, and that the Directors be authorised to
determine the auditors’ remuneration.
6. THAT, in addition to the existing authorities, and in
accordance with section 551 of the Companies Act 2006
(the “Act”) the Directors be generally and unconditionally
authorised to allot shares in the Company or grant rights
to subscribe for or to convert any security into shares
in the Company (“Rights”) up to an aggregate nominal
amount of £1,600,000 provided that:
a. be limited to the allotment of equity securities up to
an aggregate nominal amount of £1,000,000; and
b. expire with the authority granted by resolution 6
(unless previously revoked, varied or extended by the
Company at a general meeting) at the conclusion
of the next Annual General Meeting, save that the
Company may, before such expiry make an offer or
agreement which would or might require equity
securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of
any such offer or agreement notwithstanding that
the power conferred by this resolution has expired.
8. THAT, in addition to the authority granted by resolution
7 above, subject to the passing of resolution 6 and in
accordance with section 570 of the Act, the Directors
be generally empowered to allot equity securities (as
defined in section 560 of the Act) for cash pursuant to
the authority conferred by resolution 6, as if section 561(1)
of the Act did not apply to any such allotment, provided
that this power shall:
a. be limited to the allotment of equity securities up to
an aggregate nominal amount of £600,000; and
b. expire with the authority granted by resolution 6
(unless previously revoked, varied or extended by the
Company at a general meeting) at the conclusion
of the next Annual General Meeting, save that the
Company may, before such expiry make an offer or
agreement which would or might require equity
securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of
any such offer or agreement notwithstanding that
the power conferred by this resolution has expired.
a. this authority shall, unless previously revoked, varied
or extended by the Company at a general meeting,
expire at the conclusion of the next annual general
meeting of the Company; and
By order of the Board
R J Smeeton
Company Secretary
b.
that the Company may, before such expiry, make
8 March 2022
an offer or agreement which would or might
require shares to be allotted or Rights to be
granted and the Directors may allot shares or grant
Rights in pursuance of such offer or agreement
notwithstanding that the authority conferred by this
resolution has expired.
Registered Office
180 Piccadilly
London
W1J 9HF
Special resolutions
7. THAT, subject to the passing of resolution 6 and in
accordance with section 570 of the Act, the Directors
be generally empowered to allot equity securities (as
defined in section 560 of the Act) for cash pursuant to
the authority conferred by resolution 6, as if section 561(1)
of the Act did not apply to any such allotment, provided
WWW.ORIOLERESOURCES.COM 77
Notes:
Eligibility to attend and vote
1. To be entitled to attend and vote at the Annual General
Meeting (and for the purpose of determining the number
of votes a member may cast), members must be entered
on the Register of Members of the Company by 11:00am
on 22 April 2022.
Appointment of proxies
2. As a member of the Company, you are entitled to appoint
a proxy to exercise all or any of your rights to attend,
speak and vote at the Meeting and you should have
received a proxy form with this notice of meeting. You
can only appoint a proxy using the procedures set out in
these notes and the notes to the proxy form.
Appointment of proxy using hard copy proxy form
6. The notes to the proxy form explain how to direct your
proxy how to vote on each resolution or withhold their
vote. To appoint a proxy using the proxy form, the form
must be completed and signed and sent or delivered
to the Company’s registrars, Share Registrars Limited,
3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9
7XX, to be received by Share Registrars Limited no later
than 11.00am on 22 April 2022. Proxy forms may also be
emailed to voting@shareregistrars.uk.com
7.
In the case of a member which is a company, the proxy
form must be executed under its common seal or signed
on its behalf by an officer of the company or an attorney
for the company. Any power of attorney or any other
authority under which the proxy form is signed (or a
3. A proxy does not need to be a member of the Company
duly certified copy of such power or authority) must be
but must attend the Meeting to represent you. Details
included with the proxy form.
of how to appoint the Chair of the Meeting or another
person as your proxy using the proxy form are set out
in the notes to the proxy form. If you wish your proxy to
speak on your behalf at the Meeting you will need to
appoint your own choice of proxy (not the Chair) and give
your instructions directly to them.
4. You may appoint more than one proxy provided each
proxy is appointed to exercise rights attached to different
shares. You may not appoint more than one proxy to
exercise rights attached to any one share.
5.
If you do not give your proxy an indication of how to vote
on any resolution, your proxy will vote or abstain from
voting at his or her discretion. Your proxy will vote (or
abstain from voting) as he or she thinks fit in relation to
any other matter which is put before the Meeting.
Appointment of proxy by joint members
8.
In the case of joint holders, where more than one of
the joint holder’s purports to appoint a proxy, only the
appointment submitted by the most senior holder will be
accepted. Seniority is determined by the order in which
the names of the joint holders appear in the Company’s
register of members in respect of the joint holding (the
first-named being the most senior).
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 78
NOTICE OF
ANNUAL GENERAL MEETING CONTINUED
Changing proxy instructions
9. To change your proxy instructions simply submit a
Communication
11. Except as provided above, members who have
new proxy appointment using the methods set out
general queries about the Meeting should contact
above. Note that the cut-off time for receipt of proxy
Share Registrars Limited on 01252 821390 or by email
appointments (see above) also applies in relation to
enquiries@shareregistrars.uk.com (no other methods of
amended instructions; any amended proxy appointment
communication will be accepted).
12. You may not use any electronic address provided either
in this notice of Annual General Meeting or any related
documents (including the proxy form) to communicate
with the Company for any purposes other than those
expressly stated.
Documents available for inspection
13. The following documents will be available for inspection
during normal business hours at the Company’s
registered office up until the date of the Annual General
Meeting and at the place of the meeting from 11.00am on
24 April 2022 until the end of the meeting:
° the audited consolidated accounts of the Company for
the financial period ended 31 December 2021;
° the Register of Directors’ interests in the capital of the
Company and copies of the service contracts of the
Directors of the Company.
received after the relevant cut-off time will be
disregarded. Where you have appointed a proxy using
the hard-copy proxy form and would like to change the
instructions using another hard-copy proxy form, please
contact Share Registrars Limited. If you submit more
than one valid proxy appointment, the appointment
received last before the latest time for the receipt of
proxies will take precedence.
Termination of proxy appointments
10. In order to revoke a proxy instruction you will need to
inform the Company using one of the following methods:
° By sending a signed hard copy notice clearly stating
your intention to revoke your proxy appointment to
Share Registrars Limited, 3 Millennium Centre, Crosby
Way, Farnham, Surrey, GU9 7XX.
° In the case of a member which is a company, the
revocation notice must be executed under its common
seal or signed on its behalf by an officer of the
company or an attorney for the company.
° Any power of attorney or any other authority under
which the revocation notice is signed (or a duly
certified copy of such power or authority) must be
included with the revocation notice. In either case, the
revocation notice must be received by Share Registrars
Limited no later than 11.00am on 22 April 2022.
° If you attempt to revoke your proxy appointment but
the revocation is received after the time specified then,
subject to the paragraph directly below, your proxy
appointment will remain valid. Appointment of a proxy
does not preclude you from attending the Meeting
and voting in person. If you have appointed a proxy and
attend the Meeting in person, your proxy appointment
will automatically be terminated.
WWW.ORIOLERESOURCES.COM ADVISORS
& OFFICES
Nominated advisor
Grant Thornton UK LLP
30 Finsbury Square
London
EC2A 1AG
Group Auditors
PKF Littlejohn LLP Statutory Auditor
15 Westferry Circus
Canary Wharf
London,
E14 4HD
Brokers
Shard Capital Partners LLP
23rd Floor
20 Fenchurch Street
London EC3M 3BY
Group Solicitors
Edwin Coe LLP
2 Stone Buildings Lincoln’s Inn
London,
WC2A 3TH
Bankers
Lloyds TSB Bank plc
High Street
Slough
Berkshire,
SL1 1DH
79
Registered Off ice
180 Piccadilly
London
W1J 9HF
UK
UK Exploration Off ice
Oriole Resources PLC
Wessex House
Upper Market Street
Eastleigh
Hampshire,
SO50 9FD
UK
Turkish Off ice
Stratex Madencilik Sanayi ve Ticaret Ltd. Sti.
Çukurambar Mahallesi
1458. Sk. Elit Apt. 1716
Çankaya
Ankara
Turkey
West Af rica Off ice
Stratex EMC SA
c/o Energy & Mining Corporation S.A. Sacré Coeur 111/VON
No 9231
Dakar BP. 45.409
Senegal
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021FINANCIALS 80
GLOSSARY
Term
Au
breccia
Cu
cut-off
dyke
felsic
g/t
granite
greenstone belt
hydrothermal solution
Definition
Chemical symbol for gold.
A rock composed of sharp-angled fragments embedded in a fine-grained matrix. It can also be
used to describe localised areas of sharp-angled fragments within a fine-grained matrix within
any rock type.
Chemical symbol for copper.
The lowest grade value that is included in a resource statement. It must comply with JORC
requirement 19: “reasonable prospects for eventual economic extraction” the lowest grade, or
quality, of mineralised material that qualifies as economically mineable and available in a given
deposit. It may be defined on the basis of economic evaluation, or on physical or chemical
attributes that define an acceptable product specification.
A tabular body of intrusive igneous rock emplaced vertically or at a steeply included angle to
the horizontal and usually cross-cuts the host rock.
A general term used to describe an igneous rock that contains an abundance of ‘light-coloured’
silicate minerals such as quartz and feldspar. Also defined by a silica content of > 69%.
Grammes per tonne, equivalent to parts per million.
A medium to coarse grained igneous rock that is rich in quartz and feldspar minerals. Granites
are the most common ‘plutonic’ rock in the Earth’s crust, formed by the cooling of magma
at depth.
An area, typically in Precambrian shields, occupied by igneous (± sedimentary) rocks of variable
compositions that have been subjected to ‘Greenschist facies’ metamorphism and defined
by the presence of green-coloured metamorphic minerals such as chlorite, epidote and
actinolite. Globally, ‘greenstone belts’ host district scale economic mineralisation for a range of
commodities including gold, silver, copper, zinc and lead.
Typically a high temperature saline solution that is capable of dissolving a wide range of
elements including economic metals such as gold, silver, copper, zinc, and lead. The movement
of hydrothermal solutions through the Earth’s crust enables transportation of economic metals/
minerals and are generally required to form mineral deposits e.g. orogenic gold deposits.
igneous
A term used to describe rocks that have solidified from lava or magma.
indicated resource
inferred resource
JORC
limestone
mafic
metamorphic
metasediment
The part of a Mineral Resource for which tonnage, densities, shape, physical characteristics
grade and mineral content can be estimated with a reasonable level of confidence. It is based
on exploration, sampling and testing information gathered through appropriate techniques
from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too
widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced
closely enough for continuity to be assumed.
The part of a Mineral Resource for which tonnage, grade, and mineral content can be
estimated with a low level of confidence. It is inferred from geological evidence and assumed
but not verified geological and/or grade continuity. It is based on information gathered
through appropriate techniques from locations such as outcrops, trenches, pits, workings and
drill holes which may be limited or of uncertain quality and reliability.
The Australasian Joint Ore Reserves Committee Code of Reporting of Exploration Results,
Mineral Resources and Ore Resources, 2004 (the ‘JORC Code’ or ‘the Code’). The Code sets out
minimum standards, recommendations and guidelines for Public Reporting of Exploration
Results, Mineral Resources and Ore Resources in Australasia.
A sedimentary rock made from calcium carbonate (CaCO3) usually in the form of calcite or
aragonite. Limestones typically form at or below the seafloor when calcite and/or aragonite
precipitates out of water containing dissolved calcium.
A general term used to describe an igneous rock that contained an abundance of ‘dark
coloured’ minerals such as olivine, amphibole, pyroxene, and biotite. Also defined by a silica
content of between 45 and 52%.
A term used to describe a rock that has undergone transformation typically by a combination
of heat and/or pressure conditions, or other processes, that were significantly different from
those encountered at the surface of the earth.
A term used for a metamorphic rock formed when a sedimentary rock undergoes partial
or completed recrystallisation under conditions of temperature and pressure that were
significantly different from those encountered at the surface of the earth.
WWW.ORIOLERESOURCES.COM 81
Term
mineral resource
Definition
A concentration or occurrence of material of intrinsic economic interest in or on the Earth’s
crust in such form, quality and quantity that there are reasonable prospects for eventual
economic extraction. The location, quantity, grade, geological characteristics and continuity of
a Mineral Resource are known, estimated, or interpreted from specific geological evidence, into
Inferred, Indicated and Measured categories when reporting under the JORC Code.
moz
Million troy ounces.
orogenic gold deposits
A mineral deposit type formed from hydrothermal solutions at depths of between 6,000 and
20,000m and in the temperature range of 300-550˚C. Typically these deposits are controlled
and shaped by the structural deformation that occurs during mountain building events known
as orogenies.
oxide gold
oxide zone
oz
porphyry
schist
sedimentary
shear zone
silica
sulphide gold
sulphide zone
tonalite
Gold mineralisation that occurred within the ‘oxide zone’ as free gold.
A zone of weathered rock occurring at or close to the Earth’s surface.
Troy ounce (=31.103477 grammes).
A general term for any igneous rock in which relatively large crystals (phenocrysts) constitute
25% or more of the volume and are set in a fine-grained ground mass. Can also be used in
conjunction with a mineral where the rock is rich in that component or rock descriptor where
appropriate e.g. quartz-feldspar porphyry.
A general term for a medium grained metamorphic rock defined by the presence of schistose
texture, which is where elongate minerals are aligned into thin, often repeating, parallel layers.
Can be used in conjunction with a mineral or rock descriptor where appropriate e.g. quartz-
pyrite schist or mafic schist.
A term used to describe a rock that has formed by the accumulation of deposition of minerals
and/or organic particles at the Earth’s surface followed by cementation.
A tabular zone of rock showing evidence of shear stress i.e. a stress field that is acting parallel to
a plane passing through any point in the body. Shear zones are a common feature of orogenies
and present a structural control that can be favourable for the formation of orogenic gold
deposits.
A white or colourless crystalline compound (SiO2), occurring abundantly as crystalline quartz.
This term also includes materials such as sand, flint, agate, and many other industrial related
minerals used in the construction of glass and concrete etc.
Gold mineralisation occurring within the ‘sulphide zone’, can occur as both free gold or locked
within the sulphide crystal structure.
Un-weathered rock occurring below the ‘oxide zone’ and containing metal-sulphide minerals.
An igneous rock composed of crystals that are clearly visible to the naked eye and defined by a
composition of greater than 20% silica.
tonne (t)
1 million grammes.
ANNUAL REPORT & ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021 Phone: +44 (0)207 830 9650
Fax: +44 (0)207 830 9651
Email: info@orioleresources.co.uk
www.orioleresources.com
180 Piccadilly,
London, W1J 9HF
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