Report
2017
ORIOLE RESOURCES PLC
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Annual Report
Quality Exploration in
Highly Endowed Gold
Districts
Contents
Highlights
About Oriole Resources PLC
Chair’s Statement
Strategic report
Report of the Remuneration Committee
Report of the Audit and Risk Committee
Directors’ report
Independent Auditor’s Report to the members of Oriole Resources PLC
Financial statements:
Statement of consolidated comprehensive income
Statement of consolidated financial position
Statement of consolidated changes in equity
Statement of consolidated cash flow
Statement of Company financial position
Statement of Company changes in equity
Statement of Company cash flows
Notes to the financial statements
Advisers & offices
Glossary
page 2
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page 15
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Oriole Resources PLC
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Highlight
Operational Highlights:
• At the Mbe licence (‘Mbe’) in the Eastern Central Licence Package (‘Eastern CLP’), results
for a total of 19 channel-chip samples returned mineralised intervals across all six sample
lines, with 11 samples grading over 1 grammes per tonne (‘g/t’) gold (‘Au’). Best intervals
included 5.00 metres (‘m’) at 2.03 g/t Au and 2.20m at 8.47 g/t Au, with mineralisation
continuing into the wall rock;
• Completion of an earn-in agreement with BCM International Limited (‘BCM’) in respect of
the Bibemi licence (‘Bibemi’) in Cameroon, which has seen BCM make a signature payment
of US$0.5 million (‘M’) and will see it invest up to US$4M into exploration and move Bibemi
through the exploitation licence application phase, in return for up to a 50% interest in the
licence;
•
Improvement in the independently calculated maiden JORC-resource at the Bibemi project
in Cameroon to 375,000 Troy ounces (‘oz’) Au, grading 2.38 g/t in the JORC Inferred
category;
• Completion of a second earn-in agreement with BCM in respect of the Mbe licence in
Cameroon, which has seen BCM make a signature payment of US$1M and will see it invest
up to US$4M into exploration, in return for up to a 50% interest in the licence;
•
IAMGOLD announced that it had completed the sale of its interest in the Senala licence
(‘Senala’) to Managem Group (‘Managem’), a Moroccan-based mine developer and
operator. Managem has continued to provide exploration funding under the pre-existing
option agreement but has not reached the expenditure necessary to guarantee Managem a
70% ownership stake in the licence. Instead, following expiration of the option agreement in
February 2024, Managem will hold an approximiate 59% interest in the licence.
Financial Highlights
• Administrative expenses reduced by 4% to £1.13M (2022: £1.18M);
• Cash outflow from operations reduced by 59% to £0.53M (2022: £1.31M) as the Group
introduced cash saving measures throughout the period;
• Loss for the year of £2.27M (2022: loss of £1.57M) inflated by £0.42M impairment provision
against the Company’s holding in Thani Stratex Djibouti, a legacy asset, revaluation of the
receivable from Lanstead Capital Partners L.P. (‘Lanstead’) at the year end share price
amounting to a fair value adjustment of £0.65M, and an adverse foreign exchange
movement of £0.79M. These three items have no cash-flow implications.
Oriole Resources PLC
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Highlights (continued)
Tim Livesey, CEO of Oriole, commented:
“2023 was a year of consolidation in a very difficult market for junior explorers.
“Our early focus in Cameroon was a review and revisit of our exploration targeting in the Eastern CLP
and at Bibemi. In both areas, programmes of ground geophysical data collection were carried out
and, at the Eastern CLP, further field mapping and sampling was undertaken in order to improve our
understanding of the mineralisation prior to the initiation of the next phases of work.
“As we continued to see positive support for the concept of a mineralised gold corridor through the
Eastern CLP, in particular with additional exposure of the mineralized system on the Mbe licence
created by some small-scale artisanal activity, the projects in the Eastern CLP began to attract
attention from a number of international mining groups, ultimately culminating in the signing of heads
of terms agreements on both Bibemi and Mbe in November 2023. Definitive agreements for both
projects were signed in January 2024.
“The agreements will deliver US$4M of exploration funding for each of the projects, in addition to a
total of US$1.5M in signature payments directly to Oriole and Resource-definition based success
payments.
“At a time when the market capitalisation of the Company sat at around £3M, these two agreements
demonstrated the highly undervalued nature of the Company, and also reconfirmed the technical
capabilities of our team, in both, identifying and developing a maiden resource and, identifying a new
potential gold district in Cameroon.
“With a change of our Joint Venture (‘JV’) partner at Senala, following IAMGOLD’s sale of its West
African exploration assets, we also began our relationship with Managem, who will continue to explore
the prospective Faré targets.
“As we close out the year, we are very pleased to be one of the very few junior explorers carrying out
true greenfield exploration in a new jurisdiction, with cash in the bank and a strong partner funding
and advancing exploration at two of our 11 licences in Cameroon.”
Oriole Resources PLC
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About Oriole Resources PLC
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).
Directors:
Eileen Carr (Non-Executive Chair)
Tim Livesey (Chief Executive Officer)
Bob Smeeton (Chief Financial Officer)
Claire Bay (Executive Director for Exploration & Business Development)
David Pelham (Non-Executive Director)
See Company’s website for the directors’ biographies: www.orioleresources.com
Our strategy:
The Company operates a project generator model, with a focus on delivering exploration success, but remains
flexible 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, 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. The process can be summarised by five key steps, as
outlined below.
EXPLORE
Our unique position illustrated by the Lassonde Curve
Within the Lassonde curve, we strategically position ourselves in the early-stage exploration and evaluation
phase. Our primary objective is to maximize shareholder value by swiftly advancing targets towards resource
development and conducting impactful technical studies. This approach has consistently proven to enhance
shareholder value, particularly during the discovery and evaluation phase:
Distinct Advantages of Our Positioning within the Lassonde Curve
A team of experienced experts - Our experienced Board and management team play a pivotal role in guiding
the Company. Their extensive industry-specific expertise contributes to value delivery and enhances engagement
with stakeholders, ensuring strategic decisions align with both project advancement and stakeholder expectations.
Quality Exploration - Developing a portfolio of highly-prospective projects is a strategic initiative that demands
meticulous planning and a forward-thinking approach. The key lies in carefully evaluating projects based on
geological and market criteria, ensuring alignment with corporate objectives. Advancement of the Company
projects is through swift and systematic exploration.
Oriole Resources PLC
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About Oriole Resources PLC (continued)
Our project generator model - The project generator model spreads exploration risks across multiple projects,
commodities and jurisdictions. This approach mitigates the risk associated with relying on a single project’s
success or failure, with the ultimate goal of developing multiple successful ventures.
Attractive opportunities for value creation - The market demand for gold, copper and lithium, coupled with the
technical viability of the assets, offers enticing opportunities for value creation. The enduring appeal of these
commodities as both financial instruments and essential components in various industries, positions Oriole
Resources favorably to leverage these market dynamics, potentially leading to substantial value generation for
stakeholders.
Low entry costs - We initiate exploration using cost-effective methods transitioning to higher-cost methods as
exploration success is proven as a pivotal strategy to mitigate risks. As we approach these more expensive
methods, a project-level funding approach becomes advantageous. By diversifying risks across multiple projects,
forming partnerships, and securing funding, we ultimately contribute to the overall value-creating potential of our
business.
Access to Emerging Markets - Oriole’s strategic position on the Lassonde Curve, coupled with its first-mover
advantage in Cameroon, presents compelling opportunities for shareholder value creation, enhancing its ability
to capitalise on emerging prospects, and aligning with its commitment to delivering significant and sustainable
returns to shareholders.
Diversification of Exploration Projects - Spreading exploration efforts across multiple projects or geographic
locations can help reduce the impact of a failure in one area. Diversification provides a safety net against
unexpected challenges or unsuccessful exploration efforts.
Strategic Partnerships - Forming strategic partnerships with established companies and industry experts can
help mitigate risks by leveraging their resources, expertise, and networks. These partnerships can provide
financial support, shared knowledge, and access to valuable resources.
High growth potential - Early-stage companies have the potential for significant growth. Successful exploration
activities may lead to the discovery of valuable resources or groundbreaking technologies, offering substantial
returns on investment.
DISCOVER
Oriole has achieved numerous exploration milestones at its projects over the years, and this update for the current
year highlights substantial progress. Throughout the year, Oriole has made notable advancements in identifying
both gold and lithium anomalies across multiple projects, including:
- Mbe - Channel-chip sampling programme over artisanal pits returned best intervals of 2.20m at 8.47 g/t
Au, 2.10m at 3.69 g/t Au, and 5.00m at 2.03 g/t Au.
- Mbe and Bibemi - Signature and subsequent execution of Earn-In agreements with BCM International
to collectively fund over US$9.5m via signature payments and exploration expenditures over both
projects.
Oriole Resources PLC
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About Oriole Resources PLC (continued)
-
Bibemi - Updated JORC Inferred Resource at Bibemi to 5.1Mt grading at 2.30 g/t Au for 375,000oz, an
increase of ~23%.
- Mbe – outcrop and pit sampling at Mbe returned 155 samples ≥ 1 g/t Au with 13 of these samples
returning Au ≥10 g/t Au with best results of 256.74 g/t, 133.44 g/t, 75.09 g/t, 33.66 g/t, and 22.89 g/t Au
from outcrop sampling and 25.16 g/t, 23.97 g/t, 9.98 g/t and 8.75 g/t Au from pit sampling.
-
Bibemi – interpretation of geophysical data and upgrades to the Bibemi camp ahead of Phase 5 drilling
in 2024 to further increase the mineral inventory at Bakassi Zone 1 and conduct extensional drilling to
the NE and SW.
PARTNER
Our Funding Cycle
Our project generator model minimises exploration risks by diversifying the Company’s portfolio across multiple
projects, commodities and jurisdictions, which reduces the Company’s dependence on a single project’s success
or failure. Value is developed through ongoing exploration, often with partners to reduce the Company’s upfront
capital exposure.
We operate a de-risking project generator model through which we focus on core project-level funding and
partnerships to minimise the need for PLC level funding, allowing us to focus on specific project goals, benefits
and risks, enabling us to:.
Be agile and flexible enabling phased and faster funding - Funding can be raised in stages as the project
progresses, allowing value uplift from exploration success to crystallise, thus attracting further investment at key
milestones. This reduces initial capital requirements and provides greater control over spending. Project-level
fundraising can be quicker and more agile, allowing the Company to seize time-sensitive opportunities or respond
to emerging discoveries.
Manage risk extensively to limit investor exposure and improve project focus - If a project encounters
difficulties, the impact is contained to that specific project, minimising risk for PLC-level investors and protecting
the Company’s overall financial health. Project-level funding incentivises focus on individual project success, as
investor returns are directly tied to that specific endeavour.
DEVELOP
The successful discovery of gold and other minerals such as copper and lithium holds the transformative potential
to significantly enhance the value of our assets. These successes not only bode well for Oriole as a thriving
business entity but also contribute positively to the wider society in which we are actively engaged:
Oriole benefits:
Oriole Resources PLC
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About Oriole Resources PLC (continued)
Increase resources - Oriole Resources PLC stands to continue the development of its asset portfolio, securing
additional valuable resources that serve as a cornerstone for sustained production and long-term profitability
Enhanced exploration opportunities - Continued successful exploration and discovery at the Company’s
projects would likely elevate Oriole Resources PLC’s share price and therefore market capitalisation, attracting
new investors and solidifying trust among existing shareholders
Heightened investor confidence - The execution of successful exploration strategies instills confidence among
investors, showcasing Oriole Resources PLC’s ability to deliver on its objectives and to communicate
transparently about its achievements and future prospects.
Societal Benefits:
Economic growth - Oriole’s successful mining endeavours have the potential to make a significant and positive
contribution to the growth and diversification of the mining industries in the countries in the Group operates. As
the Company explores and extracts valuable resources, it not only contributes to the country’s GDP but also
stimulates economic activity in related sectors, fostering a more robust and resilient national economy.
Job creation – The recruitment of personnel for mining activities by Oriole serves as a powerful mechanism for
reducing unemployment rates in the region. By providing job opportunities to local communities, Oriole not only
supports individual livelihoods but also contributes to the overall socio-economic development of the areas in
which it operates.
Technology transfer and skill development – Oriole’s strategic partnerships with established mining service
providers are a catalyst for the transfer of cutting-edge technologies and the development of crucial skills within
the local workforce. This symbiotic relationship not only enhances the efficiency of Oriole’s operations but also
leaves a lasting impact by empowering local communities with valuable expertise, creating a more skilled and
adaptable labour force.
Infrastructure development – Mining activities, such as those initiated by Oriole, often serve as catalysts for
broader infrastructure development. As operations expand, there is a growing need for well-connected
transportation networks, reliable ports, and sufficient energy facilities. Oriole’s initiatives will therefore contribute
to the future development of vital infrastructure in the region, providing lasting benefits to the economic landscape
in the countries in which it operates, and by improving overall accessibility and connectivity.
REPEAT
Successful exploration progammes are the linchpin of Oriole Resources, uncovering the inherent value within its
assets and catapulting the business towards the assessment of new opportunities. This pivotal transition not only
amplifies immediate benefits but also propels the Company into the next stage of value creation, initiating a
potential cycle of repeated success in future exploration endeavors.
The benefits of asset value realisation leads to opportunities for Oriole Resources PLC including:
Geographical expansion - A successful discovery brings forth the opportunity to enhance Oriole’s market value,
potentially leading to increased market recognition, increased analyst coverage, and an overall positive impact
on Oriole’s attractiveness.
Oriole Resources PLC
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About Oriole Resources PLC (continued)
Asset monetisation - The success of one or more exploration projects gives us the flexibility to consider
monetising our assets through options such as selling exploration rights, engaging in joint ventures, or potentially
selling the entire project to a larger mining entity.
Market recognition - The success of one or more exploration projects can provide the Company with the
confidence and financial capacity to explore other regions or classes of mineral deposits, further diversifying its
portfolio.
Reinvestment – The above landscape gives Oriole the opportunity to allocate resources for additional research
and portfolio development in existing or new jurisdictions.
This strategy has led to Oriole having interests in a number of licences that are moving through the early phases
of discovery and resource development and towards the mine construction, commissioning and production
phases.
The Company’s early-stage assets include its projects in Cameroon, a new frontier for gold exploration, where it
has earned an 82.2% interest in the Bibemi project and 90% interest in the Wapouzé project, and has 90%
ownership of the district-scale Central Licence Package (‘CLP’) (with the exception of Mbe at 80% ownership), in
the centre of the country. In addition, Oriole has a 90% ownership of Gamboukou, a contiguous licence with the
CLP and has another contiguous licence with the CLP which remains under application, Maboum.
Oriole defines its interests in Cameroon and Senegal as Projects, and its later stage, predominantly Turkish, non-
core interests as investments. The Company actively seeks further exploration opportunities, particularly in West
Africa, to consolidate its existing geographic footprint.
Oriole Resources PLC
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About Oriole Resources PLC (continued)
Projects and Investments
Projects
Bibemi (Cameroon):
• Bibemi is an orogenic gold exploration project, covering highly prospective Neoproterozoic Pan-African
greenstone rocks in north-eastern Cameroon. It is the Company’s most advanced project in Cameroon;
The Company has an 82.2% interest in the project, held through RMC Cameroon SARL (‘RMC’), with its
investment partner BCM International Limited (‘BCM’) holding 10% and its local partner Bureau d'Etudes
et d'Investigations Géologico-minières, Géotechniques et Géophysiques SARL (‘BEIG3’) holding the
remaining 7.8%;
•
• Exploration to date has identified four key prospects – Bakassi Zone 1, Bakassi Zone 2, Lawa West and
Lawa East – within a 12km-long hydrothermal system;
• Since Q1-2021, the Company has completed four phases of diamond drilling at the project for a total of
6,685.40m in 54 holes. The majority of the drilling has been focussed on a c.1 km section at the southern
end of Bakassi Zone 1 and has delivered best intersections of 14.80m grading 4.27 g/t Au and 7.70m
grading 2.74 g/t Au (hole BBDD050), 6.50m grading 3.92 g/t Au (hole BBDD034), 5.20m grading 1.97 g/t
Au (hole BBDD031), and 9.20m grading 1.31 g/t Au (hole BBDD042) (announcements dated 20
December 2021, 9 February 2022 and 15 September 2022). These results enabled the delivery of a
maiden Mineral Resource Estimate in Decemebr 2022;
• Work during the period focused on securing a funding partner and in November 2023, Oriole announced
•
that it had signed a non-binding Heads of Terms agreement with BCM for an earn-in agreement to fast-
track development of the project;
Following year end, the earn-in agreement was executed and the Company received a total of
US$500,000 in signature payments (announcements dated 5 and 8 January 2024). Accordingly, BCM has
a 10% beneficial interest in Bibemi and is earning up to a 50% interest in the project by spending up to
US$4 million on exploration, and making further JORC Resource based success payments;
• During the year, the Company completed a follow-up ground-based geophysical survey across all four
prospects to aid drill targeting. Following the year end, an interpretation of the geophysical dataset and
three dimensional invesion modelling has been completed, highlighting key structural intersections that
has enabled the planning of a c.7,000m Phase 5 drill programme focused on resource infill and expansion
drilling at the project;
Technical studies were also commenced during the year to support the Company’s submission of an
exploitation licence application in 2024. In addition to preliminary economic viability studies, this has
included the initial stages of a baseline Environmental and Social Impact Assessment (ESIA), work on
which has continued during the first quarter of 2024:
•
• Since year end, as part of these ongoing studies, Oriole has also published an updated JORC Mineral
Resource Estimate for the Bakassi Zone 1 prospect of 375,000 oz grading 2.30 g/t Au in the Inferred
category, based largely on improved economics:
Oriole Resources PLC
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About Oriole Resources PLC (continued)
Material
Classificat
ion
Tonnage
Gross
Grade
(g/t Au)
Oxidised
Fresh
Total
Inferred
Inferred
Inferred
200,000
4,900,000
5,100,000
1.30
2.33
2.30
Net Attributable (82.2%)
Total
contained
gold (oz)
7,000
368,000
375,000
Tonnage
164,400
4,027,800
4,192,200
Grade
(g/t Au)
1.30
2.33
2.30
Total
contained
gold (oz)
5,754
302,496
308,250
•
The Phase 5 diamond drilling programme is expected to commenced in April 2024, and first results are
anticipated in Q2-2024.
Oriole Resources PLC
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About Oriole Resources PLC (continued)
Central Licence Package (‘CLP’) (Cameroon):
•
The CLP is a district-scale land package in central Cameroon, located to the west of the regional capital,
Ngaoundéré and covering and area of 4,091km2. The CLP comprises the Eastern CLP licences
(Tenekou, Niambaram, Pokor, Ndom and Mbe), the Western CLP licences (Mana, Dogon and Sanga)
and the Gamboukou licence; Oriole has an 80% interest in the Mbe licence and a 90% ownership of the
remaining eight licences. A further licence, Maboum, is currently under application to the east of the
Eastern CLP;
The Eastern CLP and Western CLP licences, granted in February 2021, were targeted through 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 basis of host-rock geology,
alteration, structural location and evidence of gold anomalism (in the form of previous historical regional
sampling data and artisinal workings), targeting the regional Tcholliré-Banyo shear zone corridor (‘TBSZ’),
a major splay off the larger-scale Central African Shear Zone;
The northeast-trending TBSZ corridor, with its associated shears, thrusts and faults, are, according to
academic literature, thought to be one of the significant structural controls for gold and other
mineralisation in the region;
•
•
• At the end of 2022, Oriole had confirmed anomalous gold in all five Eastern CLP licences and delineated
multiple 2-3km long gold-in-soil anomalies across the Ndom, Pokor and Niambaram licences, as well as a
broad anomalous zone within the Mbe licence, where en-enchelon, structurally-controlled trends are now
confirmed to occupy a c.12.5km long by 3km wide corridor. Best results included 838 ppb Au (0.84 g/t
Au), 520 ppb Au and 463 ppb Au;
• Oriole had also identified the potential for hard rock lithium mineralisation within the Ndom licence via
stream sediment and soil sampling anomalism, prompting the application and granting of a new licence,
Gamboukou, to the south of Ndom.
CLP – Gold exploration:
• During the period, much of the gold exploration focussed on the zone of gold-in-soil anomalism at Mbe;
The Company completed 1:15,000 scale mapping (lithology and regolith) and rock-chip sampling over a
•
c.48km2 area at Mbe to help constrain the source of the gold anomalism. A total of 76 rock-chip samples
(including QAQC) were taken over selective outcrops, predominantly quartz veins, within a 3km-long
geological zone that is up to 700m-wide and is cored by a variably silicified felsic porphyry unit
(‘MB01’). Best results included 134.10 g/t Au, 131.80 g/t Au and 64.30 g/t Au (announcements dated 30
January 2023 and 27 February 2023);
• A ground-based geophysical (magnectics) survey was completed across the Mbe prospect during the
period and the data has subsequently been processed by Terra Resources in Q1 2024 (announcement
dated 27 March 2023);
• Oriole also completed a series of short channel-chip samples within newly-opened artisanal pits exposed
•
•
•
across MB01, yielding best results of up to 2.20m at 8.47 g/t Au. Importantly, this sampling confirmed that
mineralisation was not just limited to silicified or vein material but is also present within the altered host
rocks, flagging the potential for wide mineralised intervals (announcement dated 21 June 2023);
In November 2023, Oriole signed a non-binding Head of Terms with BCM International for an earn-in
agreement at Mbe, which was conditional on the successful completion of a due diligence and the
definitve agreement was signedin January 2024 ;
The due-diligence review was undertaken during December 2023 and results from 639 representative
rock-chip samples yielded best result o 256.74 g/t Au, 133.44 g/t Au and 75.09 g/t Au and 155 samples
returning greater than 1 g/t Au (announcement dated 22 January 2024);
This work satisfied the conditions of the earn-in agreement and BCM has subsequently paid Oriole US$1
million in signature payments. Accordingly, BCM now has a 10% beneficial interest in Mbe and has the
right to acquire up to a 50% interest by spending up to US$4 million on exploration at Mbe andmaking
further JORC Resource based success payments (announcements dated 30 January 2024 and 29
February 2024);
• Soil sampling programmes are currently underway at Mbe ahead of a trenching programme later in H1
2024 and drilling at the MB01 target is anticipated later in 2024;
Oriole Resources PLC
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About Oriole Resources PLC (continued)
• At the three Western CLP licences, the Company had previously requested their temporary suspension
until a resolution coul be found to access issues. This request was granted in 2023 and as such, the
spending commitments on the licences are suspended.
CLP – Lithium exploration:
• During the period, low-level lithium exploration has been completed at the Ndom and Gamboukou
licences;
• At Ndom, pegmatites were confirmed to be present within the area of anomalous lithium-in-soil
anomalism, highlighted by the 2022 soil sampling campaign. A series of rock chip samples were collected
in multiple phases and analysed for multi-elements, including lithium. While low concentrations of lithium
were recorded from the rock-chip samples, geochemical assessment indicates that the rocks show
chemical fractionation that occurs in lithium pegmatite systems. Futhermore, eight rock chip samples were
analysed by X-ray Diffraction (XRD) at University College London but, due to the multiphase nature of the
samples, formal identification of lithium bearing micas was not possible;
• At Gamboukou, a reconnaisance visit was completed and follow-up work is bring planned for the current
•
field season;
The Company is activiely seeking third party investment to push forward the lithium exploration at these
licences, and discussions are underway with a number of interested parties.
Wapouzé (Cameroon):
• During 2022, the team conducted a comprehensive review of all historical data available for Wapouzé,
concluding that the project area was less prospective for gold than Bibemi. However, the data highlighted
that the large quantity of carbonate material outcropping within the licence area, as previously identified by
geological mapping, could be suitable for industrial use and therefore presented an attractive commercial
opportunity for the Company. The Company proceeded to apply for a change of commodity for the Wapouzé
licence;
• During the period, Oriole was informed that the change had been approved by the Ministry of Mines and
was awaiting a wider licence renewal process. The renewal has reportedly be approved by the Presidency
of Cameroon and the Company awaiting issuance of the new licence by the Ministry of Mines.
Senala (Senegal):
•
•
The Senala gold project lies in the highly-endowed Birimian-age Kédougou-Kéniéba gold belt in south-
eastern Senegal. Oriole’s interest is held through it’s 85% interest in the licence holding company,
Stratex-EMC Sarl;
In March 2018, Stratex-EMC signed a six-year earn-in agreement with AGEM Senegal Exploration Suarl
(‘AGEM'), which, at the time was a wholly-owned subsidiary of IAMGOLD corporation, whereby
AGEM could earn up to a 70% interest in Senala by spending up to US$6 million on exploration. Work
under that agreement has focussed on the Madina Bafé and Faré prospects;
•
• At Faré, the mineralised system extends over at least 6km, with three main zones defined. In 2021, the
Company reported a maiden Mineral Resource Estimate of 155,000 oz Au for the Faré South zone,
grading at 1.26 g/t in the JORC Inferred category, based on a 0.3 g/t Au cut-off and a US$1,800/oz pit
shell (announcement dated 23 August 2021). This Resource sits within a larger JORC-compliant
Exploration Target for Faré South of up to 280,000 oz grading 1.10 g/t Au. Both estimates remain open at
depth and along strike;
This Resource does not include any of AGEM’s drilling results at the project, where over 7,000m has
returned best grades of up to 35.00m grading 3.61 g/t Au including 18.00m grading 6.46 g/t Au from the
Faré Far South zone;
In April 2023, Managem acquired AGEM from IAMGOLD and no further work has been completed at the
project since that time, although a licence renewal application was submitted in December 2023 ahead of
the February 2024 licence expiry;
In February 2024, the option period came to and end and Managem advised Oriole that AGEM had spent
c.US$5.8 million at the project during the earn-in, equating to an estimated 59% beneficial interest in the
Senala Exploration Licence. A formal review of that expenditure is underway and conformation of the
licence renewal is awaited;
•
•
Oriole Resources PLC
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About Oriole Resources PLC (continued)
• A discussion on the next steps is underway, which would include: the formation of a joint-venture
company and associated technical committee; the submission of a work plan and budget by Managem;
and a decision by Stratex-EMC on whether to contribute to the work costs or dilute its percentage
ownership.
Investments
Thani Stratex Djibouti Ltd (‘TSD’) (Djibouti):
• Since late 2019, TSD, in which Oriole has a 8.03% interest, has been funded and operated by its largest
•
shareholder African Minerals Exploration & Development Fund III (AMED Fund III);
TSD’s three main projects (Pandora, Hesdaba and Assaleyta) are located within the Afar epithermal
province of the East African Rift Valley, where epithermal gold minerlisation has been defined over all
three projects;
• No work programmes have been completed during the year and the Company is awaiting an update.
Oriole is no longer represented at the board-level of TSD and in 2023 the Board decided to make full
provision for impairment against the carrying value of the investment.
Muratdere (Turkey):
• Muratdere is a substantial copper porphyry system located in Bilecik, Turkey. The mining rights of
Muratdere are owned by Muratdere Madencilik San. Ve Tic. A.Ş. (Muratdere Madencilik), a 100% owned
subsidiary of Turkish company Lodos Maden Yatırım Sanayi ve Ticaret A.Ş.(Lodos), which is 100%
owned by Turkish investment and Finance Company Pragma Finansal Danışmanlık Ticaret A.Ş.
(‘Pragma’);
In November 2019, Oriole Resources PLC (‘Oriole’) executed share purchase and royalty agreements
with Lodos that resulted in Oriole’s equity interest in Muratdere being sold to Lodos and converted to a
1.2% NSR royalty;
•
• Muratdere Madencilik received a positive Environmental Impact Assessment (‘EIA’) in August 2022,
granted by the Turkish State. There is currently a lawsuit brought by third parties against the State for the
grant of EIA and an appeal process against the EIA is ongoing;
The Company is continuing to engage with royalty groups regards to a potential sale of the NSR once the
EIA is granted.
•
Hasançelebi and Doğala projects (Turkey):
•
In 2019, the Company's wholly-owned subsidiary, Stratex Madencilik Sanayi ve Ticaret Limited Şirketi
('Stratex Madencilik'), signed an exploration agreement with Bati Toroslar Madencilik Sanayi ve Ticaret
Ltd. Sti. ('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 EIA;
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;
•
• No significant work was conducted during the period.
Karaağac Gold project (Turkey):
• Karaağac is located 300 km west-south-west of Ankara. Mineralisation is hosted by an outcropping thrust
•
zone and altered limestone, and the project has a non-JORC resource of 156,798 oz Au;
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) (announcement dated 11 March 2019);
• 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 to recover the outstanding
US$425,000 plus VAT. The Company has a strong case and remains hopeful of a positive outcome;
Oriole Resources PLC
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About Oriole Resources PLC (continued)
• Following the sale of our 1.5% NSR royalty to Anadolu in 2020, the Company remains entitled to a further
US$250k when the project moves towards mine construction.
The Technical Information relating to Exploration Results has been prepared by Claire Bay, EurGeol, CGeol,
MIMMM, an employee of the Company, who is a Competent Person as defined by the JORC Code 2012 Edition.
The information is extracted from various source reports. The Company confirms that it is not aware of any new
information or data that materially affects the information included in the relevant market announcements. The
Company confirms that the form and context in which the Competent Person’s findings are presented have not
been materially modified from the original market announcements.
The Technical Information relating to Mineral Resources and Exploration Targets is based on data compiled by
Mr. Robert Davies, EurGeol, CGeol, an independent consultant to Oriole. Mr Davies is a Director of Forge
International Limited. Mr Davies has sufficient experience that is relevant to the style of mineralisation and type
of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined
in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore
Reserves". Mr Davies consents to the inclusion in this report of the matters relating to the Mineral Resource
Estimate and Exploration Targets in the form and context in which they appear.
The Company confirms that the material assumptions and technical parameters for resource estimate continue
to apply and have not materially changed.
It is noted that the potential quality and grade of the Exploration Targets referenced in this report are conceptual
in nature. There has therefore been insufficient exploration to estimate a Mineral Resource for all target areas
reported and it is uncertain whether further exploration will result in the estimation of a Mineral Resource. The
Exploration Targets have been prepared in accordance with the 2012 edition of the JORC Code.
More detail of the above Oriole projects and investments can be found on the Company’s website:
www.orioleresources.com
Oriole Resources PLC
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Chair’s Statement
Dear Shareholders,
As a predominantly gold exploration company, I thought it would be useful to look at the underlying
trends supporting the current increase in the price of gold which, at the end of 2023 stood at
US$2,078/oz compared to the previous year end of US$1,823/oz. The price of gold has continued to
rise this year, reaching a peak of US$2,203/oz on 20 March 2024. There are several reasons for this
increase in price, the main one being the continued demand for bullion by Central Banks who made
net purchases of 1,037 tonnes (‘t’) during the year, being just a little short of the 2022 record. Of this
amount, China bought 225t and now holds the largest amount of gold reaching over 33,000t split
equally between State and private investors. The reason behind this buying is primarily linked to the
geopolitical situation which did not improve in 2023, with the Russian invasion of Ukraine continuing
and now the added conflict in the Middle East. The People’s Republic of China, having seen the
sanctions imposed upon Russia, has reduced its US dollar dependency and, as a consequence,
continues to build its bullion reserves. In a similar fashion, the BRICS countries have decided to also
use bullion as a basis for international exchange, a role previously held by the US dollar and the Euro.
Many countries now support de-dollarisation and physical gold is seen as the only guarantee of
economic and political independence. It is therefore likely that Central Banks will continue their
demand for bullion. In addition to this trend away from dollars, the continued break in supply chains
due in part to on-going Panama and Suez situations, has led to an increase in the cost of goods,
which the increased cost of oil and gas has only aggravated. Although Western governments have
managed to curtail the relatively high rate of inflation experienced in the recent past, there is some
concern that prices will not return to the levels previously seen. As a consequence, gold, which has
always been seen as the top hedging instrument against inflation, should continue to be prized as an
asset to be held and so one might expect the price to continue its upward trajectory. As with everything
though, nothing is guaranteed in today’s economic and political environment.
The positive news on the gold price was not reflected in the investment attitude towards the junior
exploration end of the London market and Oriole was faced with an uphill struggle to finance
operations throughout the year. I was happy to invest in the Company in April 2023 and hope that my
investment demonstrated my belief in our assets and our team. In addition to my investment, the
Board of Directors took shares and options in part payment of their salaries/fees and the extent of
these actions has increased the Board’s ownership to 6.6% of the share capital of the Company. I am
pleased to report that our cash position has significantly improved with the signing of the two
agreements with BCM. Since year end, we have received signature payments totalling US$1.5M from
BCM and exploration has already begun at both the Bibemi and Mbe projects.
In addition to the BCM earn-in deals, we also entered an agreement with Lanstead in August 2023,
whereby they bought 930 million shares at a notional price of 0.19 pence (‘p’) per share, which was
significantly above the then market price of the shares which stood at 0.15p. The sale proceeds were,
in effect, repaid to Lanstead who then undertook to repay the proceeds in 24 monthly instalments
based on the prevailing share price each month. The main reason for entering into this form of
transaction was because the Board strongly believed that a deal would be struck with the Cameroon
assets that would significantly improve the underlying value of the Company and which would be
reflected in an increased share price. The repayments began in September and the first four months
were, as expected, lower than the benchmark receipt. However, since the year end, the receipts from
Lanstead have significantly increased, sitting at or above the benchmark amount, and we are hopeful
that results from our exploration efforts will continue to drive our share price higher.
Oriole Resources PLC
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Chair’s Statement (continued)
These transactions mean that our exploration work at Bibemi and Mbe is fully funded by up to US$4M
on each asset and our UK overheads are covered by the monthly receipts from Lanstead. In addition,
the signature payments received will help to fund our exploration work elsewhere in Cameroon,
although we continue to seek partners for our other licences in both Cameroon and Senegal in order
to defray both costs and risks in our asset portfolio.
Due to the constrained cash position in 2023, exploration throughout the period was limited, although
we did manage to undertake a geophysical work programme over Bibemi that has identified further
potential areas for exploration and assisted with the location of drill holes for the upcoming BCM-
funded drilling programme. At Mbe, we also undertook a geophysical survey and undertook selective
rock-chip and limited channel-chip sampling which has further demonstrated the gold potential in not
only the vein but also the host rock.
In January of this year, BCM undertook a more representative sampling campaign at Mbe, as part of
its due diligence review, and were delighted with the results achieved thus far, supporting our
contention that this is potentially a new gold frontier in Africa. At Bibemi, we will shortly commence an
approximate 7,000 metre drilling campaign that will test both the existing gold Mineral Resources
Estimate (‘MRE’) at Bakassi Zone 1, through infill and extension drilling, as well as at new geophysics
targets along strike. The drilling will hopefully add to the global MRE for the project, which currently
sits at 375,000ozs grading 2.38 g/t Au in the JORC Inferred category.
Should the drilling prove up additional ounces, and subject to the mining studies proving positive, it is
envisaged that the deposit will be mined from surface as an open pit operation. Our partner, BCM, is
ideally placed to assist with the development of this operation and it is currently our intention to submit
an application for a mining licence over this area during 2024. Infrastructure in the area is conducive
to development and capital expenditure will eventually be focussed on the plant and mining fleet rather
than construction of roads etc.
Meanwhile, the work programme at Mbe will focus on soil and trench sampling with a view to drilling
initial targets during the next dry season. Results to date from this licence are extremely encouraging
and will aid exploration on our other four licences within the Eastern CLP. Elsewhere, we will continue
our exploration at Gamboukou to review the lithium potential, continue to discuss the accessibility of
our Western CLP licences, currently under voluntary suspension, and await the signature of our
Wapouzé licence to the north of Bibemi where there appears to be significant potential for limestone
extraction for cement.
In Senegal, the second option period over the Senala licence has now ended and Managem appears
to have earned in to approximaitely59% of the licence, with a review of the expenditure to confirm this
position underway. According to the original agreement, the next steps include the formation of a JV
company to manage the asset going forward, and the review and approvals for workplans and
budgets. Oriole has the option to contribute or dilute at that stage.
We also continue to pursue sums due in respect of our legacy assets in Turkey and we will update
the market as and when any progress is made.
With the two exploration programmes now underway in Cameroon, and results expected in the coming
months, this is a very exciting time for the Company.
Oriole Resources PLC
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Chair’s Statement (continued)
Turning next to our share price, which has continued to fluctuate, hitting a high of 0.50p in January
2024 from a low of 0.0722p in November 2023 and now sits at around 0.25p, giving a market
capitalisation of £9.7M. I do not believe this is a fair reflection of the worth of the Company and I am
forever hopeful that the market will reward good results when they begin to arrive. We shall also
continue to seek value enhancing transactions whilst we pursue our exploration efforts in Cameroon.
The current market for junior exploration companies remains challenging, but we shall continue to
persist and I am confident that positive market sentiment will return.
Before signing off, I must thank the team at BCM who shares our vision for the potential of a new gold
district in Cameroon. This is not my first venture with Paul List and his team and I am pleased that we
are working together again on two such exciting projects. I would also like to thank the team at
Managem, as I recognise that to integrate a group of assets positioned in three West African countries
is not an easy feat, and I look forward to working together in order to maximise our value in Senegal.
I would also like to say how glad I am for the continuing support and sound advice given to the
Company by our High Commissioner in Cameroon and understand that the UK has recently entered
into various trade deals with Cameroon, which can only help with the continued economic
development of that country. Likewise, we are pleased with the help given by the Governments of
both Cameroon and Senegal in moving our assets forward. Our partner in BEIG3 continues to offer
enormous assistance with logistics which has been, and will continue to be, crucial during this next
phase of exploration in Cameroon. Our partners at EMC have been of great assistance in helping with
the renewal process for our Senala licence in Senegal.
I must also recognise that our teams on the ground in Cameroon and in the UK are the bedrock of the
Company and I appreciate their efforts during a difficult period. I look forward to continuing our work
together to make this coming year a success.
Finally, the Board deserves a special vote of thanks as there have been hard days in 2023 with a
heavy workload and little else. I am hoping that now we are funded with an exciting work programme
ahead, 2024 will be a much better year for us all. Which brings me finally to our shareholders who, I
suspect, are battered and bruised but hopefully now a little more optimistic of a brighter future. Please
be assured that the Board and management are working extremely hard to make your Company a
success and I rather believe that this year will be the turning point.
Eileen Carr
Non-Executive Chair
27 March 2024
Oriole Resources PLC
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17
Strategic Report
Oriole Resources PLC
Company number: 05601091
Registered office: Wessex House, Eastleigh, Hampshire SO50 9FD, UK
The Directors present their strategic report on the Group for the year ended 31 December 2023.
OPERATIONAL AND FINANCIAL REVIEW
Principal Activities
The principal activity of the Group is the exploration and development of gold and other high-value base metal
projects.
Strategic approach
The Board’s strategy is to establish the Company as a leading value-adding project-generator in our chosen
mineral specialisations and in our geographic areas of operation. The Board seeks to acquire exposure to highly-
prospective districts, primarily in West and Central 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.
The Group finances its activities through the monetisation of more advanced projects, project specific investment
agreements and through periodic capital raisings if necessary.
Business environment
The price of gold fluctuated during the year but remained above US$1,800/oz throughout, and currently sits at a
10-year high. The continued global uncertainty, with conflict in the Ukraine and the Middle East, is expected to
provide continued strong demand for gold during 2024, which is important for Oriole as its projects move forward
towards the mine development phases. However, a strong demand for gold does not necessarily translate into a
good environment for early-stage gold explorers, and 2023 continued to be a challenging environment for the
junior exploration companies looking to raise funds via traditional equity placings.
The Board continues to believe that the global demand for gold, and the need for new resources, will ultimately
drive an increased appetite for the main gold producers to support the activities of junior exploration companies
like Oriole.
We were saddened to hear that Cameroon's Minister of Mines, Industry and Technological Development, Gabriel
Dodo Ndoke, passed away suddenly on the morning of 18 January 2023. Interim Minister, Dr. Calistus Gentry
Fuh has been appointed, and we have been working effectively with the Minister and his team throughout the
year.
2023 Operations and progress
The Group’s main operations are split between active exploration projects in Cameroon, partner exploration
activities in Senegal, and the management of its investment and royalty positions. Much of 2023 was dominated
by the search for funding, culminating in reaching an agreement with Lanstead to provide a two-year equity
funding mechanism, and the signing, early in 2024, of two agreements with BCM in respect of the Group’s Bibemi
and Mbe projects. These latter two agreements fulfilled a long-held strategy of attracting project-level funding as
a means to more appropriately reflect the underlying value of the Group’s assets than was being recognised by
the overall market capitalisation of the Group. The Directors continue to look for further avenues for project-level
funding.
Active Exploration projects
The primary focus for the Group’s own exploration activities is its position in Cameroon.
Bibemi
In December 2022, the Company reported a maiden JORC-compliant Resource of 305,000 oz grading 2.19 g/t
Au for Bakassi Zone 1, one of four prospects at the project. Since year end, the rising gold price led to an upward
revision of the existing Resource to 375,000 oz grading 2.30 g/t Au (announcement dated 15 January 2024). The
MRE remains open at depth and along strike to the northeast, and there exists significant potential to expand the
Resource at Bakassi Zone 1 and to identify additional resources at the other three prospects on the licence,
Oriole Resources PLC
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Strategic report (continued)
Bakassi Zone 2, Lawa West and Lawa East, which are all located within a few kilometres (‘km’) of Bakassi Zone
1.
After long-running discussions with BCM, agreement on Heads of Terms was reached in November 2023 and a
full earn-in agreement signed on 5 January 2024. This provided Oriole with US$500,000 in signature payments
and allows BCM to earn into a 50% ownership position upon completion of US$4M of investment into the project
and resources-definition based success payments. This investment will allow the Group to commence Phase 5
drilling at Bibemi in 2024 with a review to increasing the exisiting Resource and moving towards submission of
an application of an exploitation licence later this year. Local-level technical studies, including a baseline
Environmental Impact Assessment (‘EIA’), have already commenced.The infill ground magnetics programme
completed during Q2 provided more complete and detailed coverage than the prospect-level data acquired in
2022. This has identied a number of further targets at Bibemi, two of which will be tested during the upcoming
Phase 5 drilling programme alongside infill and extension drilling at the Bakassi Zone 1 MRE zone.
Central Licence Package
Covering Paleo-Proterozoic to Neoproterozoic (including Pan-African) age rocks, well-known hosts for orogenic
gold deposits both in West Africa and worldwide, the CLP licences were initially targeted by the Company's
technical team due to their apparent proximity to the dominant regional shear corridor associated with the
Tcholliré-Banyo Shear Zone ('TBSZ'), a major southwest-northeast-trending splay off the larger-scale Central
African Shear Zone. The TBSZ and its associated shears, thrusts and faults are thought to be one of the most
significant structural controls for gold and other mineralisation in the region.
With the grant of the initial eight licences in the package in February 2021, follow-on work to the early stream
sediment sampling programmes has continued to focus on the five licences designated as the Eastern CLP
(Tenekou, Niambaram, Pokor, Ndom and Mbe).
In 2022, semi-regional soil sampling over the five Eastern CLP licences identified multiple 2-3km long anomalies
across the Ndom, Pokor, and Niambaram licences. At Mbe, a c.12.5km long by 3km wide gold-mineralised
corridor (‘MB01’) was identified and during Q4-22, the team completed regolith and lithological mapping (1:15,000
scale) as well as selective rock-chip sampling over outcropping rocks, predominantly quartz veins. This work
resulted in the identification of a north-northeast trending corridor comprising sulphide-rich and locally brecciated
quartz veins within strongly altered and mineralised felsic porphyry host rocks. Selective sampling over
outcropping quartz veins in Q1 delivered grades up to 134.10 and 131.80 g/t Au.
The results to date appear to support the team’s hypothesis that the Eastern CLP area is host to a wide (15 to
20km) corridor of gold mineralisation, stretching along an approximate 70km-long segment of the TBSZ.
In 2023 the Group focussed its exploration efforts on Mbe, in order to showcase the potential of the whole Eastern
CLP. Analysis of a further 493 soil samples over Grid 6 at Mbe during H1 2023 returned an anomalous sample
of 257 parts per billion (‘ppb’) Au and seems to have identified the south-westerly extent of the 12.5km long gold-
in soil anomaly.
A ground-based geophysics programme has been completed over the entire gold anomalous zone at Mbe to test
the local and regional scale structures at depth and to help develop the geological model. The survey was
conducted by our own field teams at a line-spacing of 100m and provided high-quality data that has now been
interpreted to assist with drill target identification.
During 2023, minor artisanal pits exposed trench-like profiles at six locations over a 200m strike length of one of
the shear veins at MB01. The hand-dug workings enabled the collection of channel-chip samples on short 2-5m
wide lines that are approximately perpendicular to the dominant north-east shear trend and provide a small
window into the much wider corridor of mineralised veins. Results for a total of 19 channel-chip samples (22
including QAQC) returned mineralised intervals across all six sample lines, with 11 samples grading over 1 g/t
Au. Best intervals (using a 0.30 g/t Au cut off) included; MBTR01: 2.20m at 8.47 g/t Au; MBTR02: 5.00m at 0.90
g/t Au; MBTR04: 5.00m at 2.03 g/t Au; and MBTR05: 2.10m at 3.69 g/t Au.
Mineralisation was returned from a range of host rocks including variably brecciated shear and extensional quartz
veins and altered wall rock. The highest grade returned from a wall rock sample was 5.94 g/t Au over 0.90m,
within the MBTR05 interval, suggesting the potential for near-surface bulk-mineable mineralisation.
Late in 2023, the Company’s ongoing discussions with BCM in respect of the Bibemi project grew to encompass
project level funding for the Mbe licence, culminating in a Heads of Terms agreement with BCM being signed in
Oriole Resources PLC
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Strategic report (continued)
November 2023 and the full Earn-in Agreeement being signed in January 2024. The Group has received US$1M
as a payment on signature and work has already commenced in the field in respect of BCM’s US$4M investment
into exploration at Mbe for which they will earn a 50% ownership position in the licence, subject to also making
any resource-based success payments that are due. It is anticipated that exploration success at Mbe will further
enhance investment interest in the other four licences in the Eastern CLP and the Group intends to progress
these licences during 2024, whilst seeking further project-level funding arrangements.
Lithium
In November 2022, the Company reported that geochemical data from its soil sampling programmes had
identified a lithium-in-soil anomalism at the Ndom licence (part of the Eastern CLP), with two parallel zones, each
extending over an approximate9km strike length and associated with units mapped regionally as porphyritic
granitoid. In the same month, the Company secured the Gamboukou licence, immediately to the south of Ndom
on the basis of it having similar lithium-prospective geology.
During H1 2023, the team completed reconnaissance exploration and mapping at the Ndom and Gamboukou
licences, in order to assess their potential to host lithium-bearing pegmatites, and confirmed multiple pegmatite
veins within the granitoids and the older basement rocks. Sampling programmes continued at Ndom through the
remainder of the year and furthur work to qualify these areas as lithium prospects is planned for 2024.
Wapouzé
A review of the historical data in 2022 determined that gold prospectivity at Wapouzé was lower than that at the
Group's nearby Bibemi project, but highlighted the potential for cement-quality limestone within the licence area.
Thirteen out of fourteen rock-chip samples returned suitable chemistry to be classified as high-grade carbonate
material, suitable for use within the cement industry (an industry which in Cameroon is believed to be worth in
the order of £700M per year, largely supported by import), which provided support for Oriole to request a change
of commodity for the licence during the renewal process. This process is still ongoing but once granted, Oriole
will look to secure an industrial minerals partner to develop the Wapouzé project through to exploitation on an
expedited basis, from which Oriole will look to secure a royalty-stream.
Senala
In December 2022, our earn-in partner at the Senala licence in Senegal, IAMGOLD, announced the pending sale
of its West African assets, including its stake in Senala, to Managem, a Moroccan based mining company. The
sale moved to completion in March 2023 and Managem continued funding of the earn-in on Senala under the
terms of the 2018 Option Agreement (announcement dated 1 March 2018), with the option to earn up to a
maximum 70% interest in the project by February 2024, subject to a total spend of US$8M. The Option
Agreement, has now reached its full term and a review of expenditure is underway in order to confirm Managem’s
ownership position, expected to be around 59%. Discussions regarding the future exploration and joint-
operatorship of the licence are underway.
Investment and royalty positions
The Company has a long history of gold and base metal exploration success. This history has left it with a
potentially valuable portfolio of legacy assets, which are the subject of an on-going asset realisation programme.
One of these assets, an 8.03% holding in Thani Stratex Djibouti (‘TSD’), arises from a legacy JV agreement
between the Company, whilst under previous management, and Thani Ashanti. Whilst the project is still active,
and highly prospective, progress under the new arrangements has been slow and with funding for the exploration
industry as a whole proving to be very difficult, the Board has made full provision against the value of this
investment, whilst still remaining hopeful of an eventual return to its shareholders.
The Group remains committed to realising value from its interest in Turkey, with potentially US$1.6M and Turkish
Lira 3.75M (together, £1.3M) 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 US$425k owed by the operator, Anadolu Export
(‘Anadolu’), is still ongoing although progress through the courts is painfully slow.
The Group is also awaiting news of a debt owed by NTF Insaat Ticaret Ltd Sti (‘NTF’), a former partner in turkey,
who defaulted on tax payments that were originally due in 2017. Further depreciation of the Turkish Lira against
the Dollar has now reduced this receivable to US$115k.
Oriole Resources PLC
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Strategic report (continued)
Meanwhile, work continued at the Hasançelebei project. The Group is due to receive US$500k from its partner
Bati Toroslar when this project passes EIA stage, and a further US$220k once mine construction commences.
At the Muratdere copper project in Northern Turkey, the Company holds a 1.2% net smelter return royalty position.
The EIA Report for this project has been submitted to the State Authority by Muratdere Madencilik, and was
approved by the State in August 2022, but has been subject to an ongoing appeals process. Oriole has engaged
with a number of royalty companies with regards to the sale of its royalty rights, and believes successful
confirmation of the EIA will prove to be a trigger for a sale of this asset.
Financial Review
As noted earlier, 2023 was a particularly challenging year for junior exploration funding, but the Group has
managed to enter 2024 having secured significant funding for its operational expenses and for the comprehensive
exploration plans for the projects in Cameroon. In such challenging times the Board has invested into the Group
throughout the year, with a direct placing by Eileen Carr, salary sacrifice schemes (undertaken by the whole
Board) running for most of the year in relation to shares and share options, and the simple method of deferring
salary.
Following discussion with the Group’s financial advisors about their experience of raising funds in 2023, which
had seen deep discounting of share prices in order to attract investment, the Board decided to try an alternative
equity funding route, one which would leverage the potential upside in the share price that could be foreseen as
discussions regarding the introduction of project-level funders advanced.
Accordingly, the Group entered into an arrangement whereby 930 million new Ordinary Shares were issued to
Lanstead (at a notional value of 0.19p per share) in exchange for 24 monthly repayments from a ‘Sharing
Agreement’, those monthly repayments being based upon the prevailing monthly share price and its variance
against a reference price of 0.253p per share. Whilst the mechanics of the Sharing Agreement are complex,
essentially the funds received monthly are £74k plus or minus a percentage equal to the variance from the
reference price. Whilst complex arrangements like this are unpopular with investors, as appeared to be proven
in the early months post-signature, the Board’s belief that positive news would make the arrangement beneficial
to the Group has been borne out following the completion of the BCM deals. Based on returns received to date,
against the shares to which those returns relate, the average price per share from the Sharing Agreement is
0.18p at the time of writing, significantly in excess of what could have been achieved from an equity placing to
the market in 2023. The proceeds of the Sharing Agreement are to be used primarily to provide funding for the
Group, as Oriole continues its strategy of seeking joint-venture partnerships and project-level financing. Excess
funds will be directed towards exploration spend on the Group’s projects.
The accounting for the Lanstead Agreement reflects IFRS stipulations that such financial instruments should be
‘marked to market’ at the period reporting date, and so a £652k fair value adjustment arose at the year end and
was recognised as a loss in the statement of comprehensive income, based on the remaining amounts receivable
using the year end share price as a reference. Such was the impact of the BCM deals on the share price, that
‘marking to market’ based on the price one month later would have seen a fair value uplift of £471k, instead of a
loss of £652k.
This ‘marking to market’ fair value movement contributed to a Group loss for the year of £2,269k (2022: £1,569k).
Also included in that figure is the £416k provision made against the debt due from Thani Stratex Djibouti, following
the Board’s decision to make full provision against the investment in TSD. A year-on-year adverse forex
movement of £788k on our Euro denominated assets in Senegal is the other significant factor in understanding
the movement between the two periods. These three items contributed to the ‘other losses’ line of £1,304k (an
adverse swing of £1,958k against the prior year).
In areas which are more directly under our control, administration expenses fell by 5% to £1,129k (2022: £1,182k),
as a result of cost saving measures implemented to maximise available funds for exploration and minimise
monthly cash burn. Included within the 2023 administrative expenses is an accounting charge of £182k for ‘share
based payments’, whch is a non-cash item required under IFRS to reflect the potential value of share options
issued to Directors and employees. This figure is inflated from its normal levels, for example in 2022 the charge
was £8k, due to the extensive salary sacrifice for share options scheme implemented during the year, which
saved £60k of cash flow in the second half of the year. Consequently on a cash basis, cash flows from operational
activities reduced by 59% to £531k (2020: £1,305k).
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The Group continues to reclaim research and development tax credits, with £158k received in the year reflecting
2022’s exploration activities. Work is underway to submit the 2023 tax computations, although the 2022 level is
unlikely to be repeated due to lower levels of exploration during the period.
The Group enters 2024 in a much stronger financial position than it was in for much of 2023. With monthly
incoming funds from the Lanstead Agreement, and an excellent partner providing funding on two of our licences
in Cameroon, the Board remains convinced that the share price does not yet fully reflect the progress that has
been made across the Group’s portfolio. However, with field work underway, the prospects for the Group are
excellent and hindsight will show 2023 to have been a difficult but ultimately transformational year.
OUR GOVERNANCE
The Board of Directors
The Board is responsible for providing strategic direction for the Group, setting objectives and management
policies and agreeing performance criteria. The Board monitors compliance with objectives and policies of the
Group through monthly performance reporting, budget updates and monthly operation reviews. The Board has a
proven track record of success in both mineral exploration specifically and the AIM market generally. The Board
is ably supported by a management team that, for many years, has delivered successful exploration projects.
The current composition of the Board is three Executive Directors and two Non-Executive Directors. The Board
believes that the composition of the Board provides an appropriate mix to conduct the Group’s affairs at the
present time, and the Nomination Committee (comprising the Non-Executive Directors) keep this under regular
review.
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 external audit process. During 2023 the Committee
comprised Eileen Carr as Chair of the Committee and David Pelham (Independent Non-Executive Director). The
external auditors and the Executive Directors attend by invitation when appropriate.
No internal control issues were identified during 2023 requiring disclosure.
The Remuneration Committee
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.
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.
During 2023, the Committee comprised David Pelham as Chair of the Committee and Eileen Carr (Non-Executive
Chair), the Group’s two Independent Non-Executive Directors. 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 risks and is frequently unsuccessful. Following any
discovery, it can take a number of years from the initial phases of drilling and identification of mineralisation until
production is possible, during which time the economic feasibility of production may change. Substantial
expenditures are 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 commercial mining operations being brought into operation. Government activity,
which could include non-renewal of licences, may result in any income receivable by the Group being adversely
affected. In particular, changes in the 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.
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These risks are mitigated as much as possible by building and maintaining a pipeline of projects at various stages
of development, by employing highly experienced and highly trained geologists, both at Board level and at the
operational 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 jurisdictions. As a result, the Group is subject to political,
economic and other uncertainties, including but not limited to, changes in policies or the personnel administering
them, terrorism, nationalisation, appropriation of property without 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 insurrection.
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.
Financial and liquidity risks:
The main financial risks facing the Group are the availability of adequate funding and fluctuations in foreign
exchange rates.
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 and has direct oversight of all foreign bank accounts operated by the Group. It does not hold
derivatives, does not engage in hedging arrangements and does not enter into binding commitments for
exploration expenditure. During the year the Company entered into a financial instrument with Lanstead Capital
Partners (‘Lanstead’), whereby the Company issued shares to Lanstead in exchange for entry into a Sharing
Agreement. Under this agreement the Company are receiving variable amounts of funding on a monthly basis
for the two years commencing in September 2023. The exact amounts of funds received are derived by reference
to the Company’s prevailing share price each month. Other than this agreement, the Company does not trade in
financial instruments.
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 overseas. All treasury matters are handled
centrally in the UK. All requests for funds from overseas operations are reviewed and authorised by Board
members. The Group hedges its 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
recognises the profits and losses resulting from currency fluctuations as and when they arise.
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. However, entry into the
Sharing Agreement with Lanstead has now provided the Group with a regular source of funds with which to meet
its regular costs, with excess amounts used as exploration capital.
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.
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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, the Company regularly reviews potential new exploration projects at various stages of development,
and based within the European and African time-zones.
The completion of the two earn-in agreements with BCM International Limited in early 2024 provides significant
funding directly to the Group’s two most advance projects in Cameroon, and has also provided funds to the Group
to enable other projects to be advanced.
Key performance indicators
The Board monitors the following KPIs on a regular basis:
• Share price versus its peer group. Whilst there is no formal index of exploration company performance,
review of the price performance of an identified peer group shows a similar trend to the Group’s share
price throughout the year, which is reflective of the current difficult conditions in the junior exploration
market;
• Exploration expenditure as a percentage of total expenditure. The Board has established a 60% or
more target for this metric and in 2023 achieved 47% (2022: 48%). As in the prior year this is reflective
of relatively inexpensive exploration techniques being undertaken at the Central Licence Project while
project level funding was sought to fund more expensive drilling campaigns.
Section 172(1) Statement - Promotion of the Company for the benefit of the
members as a whole
The Board of Directors (‘Board’ or ‘Directors’) believes that it has acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act
2006.
The requirements of s172 are for the Directors to:
• Consider the likely consequences of any decision in the 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,
•
• Consider the impact of the Company’s operations on the community and the environment.
Foster the Company’s relationships with suppliers, customers and others, and
The Company operates as an early-stage exploration business with a primary focus on gold, which is inherently
speculative in nature and, without regular income, is dependent upon fund-raising, either via equity fund raises
or the introduction of project level funding, for its continued operation. The pre-revenue nature of the business 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 requirements as is allowed under the regulations for quoted
companies and by the AIM Market.
The long-term nature of the mineral exploration industry, with typically many years between early-stage
exploration and ultimately mine development, is a primary driver in the Board’s decision making. Weighing up the
implications of short-term decisions on the long terms goals of the Company is a key part of the Board’s role and
impacts all decisions around financing, licence acquisition, exploration work programmes and asset realisations.
The application of the s172 requirements can be demonstrated in relation to some of the key decisions made
during 2023:
Investment by the Directors, by way of direct subscription and salary sacrifice: 2023 was a challenging
•
year for the exploration industry with funding very difficult to secure on advantageous terms, and
consequently the Board agreed various measures to allow for capital to be introduced and for funds to be
retained in the Company. These measures included:
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Strategic report (continued)
o
In April 2023, Eileen Carr subscribed for 115,000,000 ordinary shares in the Company at a
price of 0.17 pence per share, bringing £195,500 of funds to the Company;
o The continuation of the scheme that commenced in November 2022, whereby each member
of the Board agreed to take a significant part of their remuneration as equity in the Company.
The scheme concluded in April 2023;
o
In May 2023, the Board determined that, in order to preserve funds for exploration purposes,
the Board would each sacrifice 25% of monthly salary for the 6 months to November 2023,
with an issue of share options in lieu of that salary sacrifice;
o These, and other measures, provided a platform for the Company to continue exploration
work but also for the Board to realise the plans that it had been pursuing throughout the first
half of the year, to secure project level funding advancing its projects through quality
exploration in order to deliver shareholder value.
• Entering into the Sharing Agreement with Lanstead: As the year progressed discussions with our
financial advisors made it clear that the equity markets were exceptionally difficult and that an equity fund
raise would not be possible at an acceptable price. With discussions regarding project-level funding on two
licences ongoing but by no means certain, the Board noted that there was an opportunity to leverage good
news into an equity raise, by entering into a 2-year Sharing Agreement with Lanstead Capital Limited. This
agreement provides funds over 2 years against a reference price of 0.253p per share, and the Board’s
view was that the expected upcoming news would lift the price beyond the reference price, and therefore
provide significant monthly funding. Whilst the agreement was initially poorly received by the market,
subsequent news releases have raised the share price above the reference price and the anticipated
benefits are starting to be realised
• Project level funding initiatives leading to the completion of two earn-in agreements with BCM. The
Board has long held the view that the Company’s market capitalisation does not reflect the value of the
underlying assets, and therefore that project level funding would be beneficial to the Group. Whilst
recognising this strategy, delivering upon it for projects in a brand-new jurisdiction had proven difficult, with
projects needing to be advanced to a sufficient level before partnerships could be agreed. Early signs that
this was changing came with the offer of funding for the Eastern CLP from a Canadian Investment Bank,
although progress on this front has been slow. Alongside this, discussions with BCM International Limited
which had been ongoing for most of the year, accelerated in autumn and eventually led to the signing of
two agreements with BCM, in respect of the Bibemi and Mbe licences, bringing up to $4m of inward
investment into each licence for an earn-in of up to a 50% interest into each Licence. With signature
payments totalling $1.5m and potential extra payments based on resource definition, the Board’s view was
that these agreements more appropriately captured the underlying value of the assets, and the results from
exploration work funded by these two agreements would start to become reflected in the market
capitalisation of the Company.
• Pursuit of an ongoing asset realisation strategy: the Board continues to believe an asset realisation
strategy is in the best interests of shareholders, as a route to providing funds for exploration work on our
primary projects. Whilst progress has been slower than desired, the Board continues to engage with
potential purchasers of its investment interests.
As a gold exploration company operating in West Africa, the Board takes seriously its ethical responsibilities to
the communities and environments in which it works. We abide by the local and relevant UK laws on anti-
corruption and 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 practice 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.
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Strategic report (continued)
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, whilst 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.
ENVIRONMENTAL SOCIAL GOVERNANCE
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. The Company recognises
the United Nations Sustainable Development Goals, and is focussed on the following eight that we believe are
most aligned with our core business and with our responsibilities as a corporate citizen.
#3 Good health and well-being
Throughout the year, Oriole continued to maintain a constant vigilance for the health and well-being of its
employees, with daily health and safety briefings conducted to ensure a consistently safe workplace. In addition
to the water filtration system installed in 2022, further improvements to the Bibemi base camp during the period
included renovation of the accommodation ahead of the anticipated 2024 drilling campaign. The allotment at
Bibemi was also maintained to provide a supply of fresh vegetables. At Mbe, renovation of the base camp is
currently underway and our local teams are empowered to bring forward suggestions that can improve lives and
continue to build our social licence to operate.
#4 Quality education
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. 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. Throughout the 2023 work programme at the Eastern CLP, 3 students from the Meigana School of
Mines, University of Ngaoundéré were engaged to accompy Oriole geologists in the field for on-the-job training
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Strategic report (continued)
in exploration techniques. Oriole is committed to generating a local work force, with the training of technicians
and other support roles leading to the development of new skills within the communities in which we operate.
During the 2021 and 2022 drilling campaigns at Bibemi, local people filled the ‘off-sider’ roles, an important part
of the drill-crew, and these indiviuals are being reengaged for the upcoming 2024 work programmes. Local
employment further strengthens Oriole’s ties to the local communities and it is committed to providing further
opportunities.
The Company is also working to improve links with UK based universities and is suporting a University College
London student with their MSci project which isinvestigating the petrology and genesis of the gold at our Mbe
project. Oriole provided rock samples for the project and hosted the student at our UK office, providing training
and examples of real world exploration tasks, giving an insight into the industry. This research project will be
completed in 2024 and it is anticipated that the work will be vey useful in understanding the gold system at Mbe
highlighting the significance of academic-industry partnerships.
#5 Gender equality
Diversity within a workforce brings wide-ranging benefits and can often be fundamental to a company’s success.
Oriole promotes diversity throughout the Group, building its teams based on merit and not gender – or any other
prejudice - and ensuring that everyone has equal rights, responsibilities and opportunities. Despite being a male-
dominated industry, Oriole strongly supports and empowers women in mining and the broader working
environment. The Company has female roles at all levels of the business, from junior staff through to management
and the Board.
#8 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. Despite 2023 being a difficult year from a funding
perspective, Oriole has retained all but one of its local team in Cameroon, and in 2024 has expanded the team
to maximise operational capacity. We also remain committed to recruiting local and regional talent wherever
possible and training and employing technicians and casual workers from the local communities. This equitable
process has had a significant positive impact both financially and in terms of upskilling the local workforce.
#9 Industry, Innovation & Infrastructure
Exploration and mining is at the front line of discovering the very resources that are critical to the delivery of global
infrastructure and technological advancements and that are important to many of the sustainability challenges
facing the world today. Whilst we are gold-focussed, during our exploration work we also test for a wide range of
other elements, including the battery metals that are crucial to meeting the UN’s sustainability goals. This is
highlighted by our continued evaluation of anomalous lithium-in-soil concentrations within our CLP Lithium licence
alongside, our gold exploration programmes. Whilst the importance of lithium in the context of carbon neutrality
and development of green energy is well known, the importance of gold in building resilient infrastructure and
promoting sustainable 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.
At a more local level, we aim to support governmental sustainability programmes and where possible include
new and green technologies within our workplace. In Senegal, through the option agreement with Managem, 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.
#10 Reduced inequalities
Oriole leads by example in the countries and communities in which it operates, by building diverse teams that do
not discriminate on the basis of sex, age, disability, sexual orientation, race, class, ethnicity, or religion.
Throughout the business, we fully embrace the individuality of each and every one of our employees and operate
a zero-tolerance approach to anyone that does not adhere to these values. Within the business, our team of 13
employees are from four different countries, practise a number of different religions and have ages ranging from
24 to over 65 years.
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Strategic report (continued)
#15 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. At Mbe, where workings 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 prior to
rehabilitation. As part of ongoing technical studies at the Bibemi project, a preliminary Environmental and Social
Impact Assessment (ESIA) has been completed to support an exploitation licence application in 2024. This study
takes into consideration a wide range of environmental and social factors along with local stakeholder
engagement to make sure the project is moving forward in a socially beneficial and environmentally friendly
manner.
#17 Partnerships for the Goals
Oriole has a diverse array of stakeholders and is committed to understanding and meeting their needs. In all the
countries we operate, we have local partners that help us to foster good relationships with local communities and
the local administration to ensure that our goals are aligned. We also use in-country suppliers wherever possible
to support communities and local businesses. In Cameroon specifically, we have also continued to work closely
with the Ministry of Mines, the UK Honorary Consul and the British High Commission, and strongly support the
efforts they are making to attract foreign investment and promote the sustainable development of Cameroon. At
a local scale, Oriole has a commitment to stakeholder engagement and a continuous programme of reparation
where any of our exploration programmes are found to impact on the local communities. Oriole has continued to
engage with local governance and stakeholders to make sure that all exploration is undertaken in a way that is
beneficial to all parties.
Corporate Governance
The Chair of the Board of Directors of Oriole Resources PLC (‘Oriole’ or ‘the Company’ or’ the Group’ or ‘we/our’)
has a responsibility to ensure that Oriole has a sound corporate governance policy and an effective Board.
The Board has adopted the Quoted Companies Alliance (‘QCA’) Corporate Governance Code (the ‘Code’).The
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 applied the guidance as well as disclosing any
areas of non-compliance.
The Company notes that it fully complies with the 2018 QCA Corporate Governance Code and will provide annual
updates on its continuing compliance with the Code. The Board notes the revision of the Code and will be applying
the revised Code during 2024. The sections below set out how the Group applies the ten principles of the Code.
There have been no significant governance changes during 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 and investments in Africa and
Turkey. Our goal is to deliver long term value for our shareholders. We aim to do this by identifying and proving
up good quality grassroots and early-stage exploration projects. Consequently we:
• Assess the business and political environment of the target country and its attractiveness for
prospecting and eventual mining operations;
• Understand existing interests in a licence area in order to ensure we can earn-in on terms favourable
to our shareholders;
• Review existing infrastructure in an area, as this is a significant factor in assessing economic
potential; and
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Strategic report (continued)
• Use our expertise to identify and progress those areas which demonstrate the potential for
economically feasible deposits of gold and base metals.
Early-stage mineral exploration is, by its nature, speculative. We aim to reduce the risks inherent in the industry
by careful application of funds across individual projects. We do that by:
• Reviewing existing exploration data where available;
• Establishing in-country partnerships for our projects;
• Applying the most appropriate and cost-effective programmes in order to determine whether further
work, using increasingly expensive exploration techniques, is justified; and
• 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 shareholders to ensure that its strategy, operational results and
financial performance are clearly understood. We aim to engage with our shareholders via roadshows, attending
investor conferences, through our regular reporting on the London Stock Exchange (‘LSE’) and posting on the
Company’s website. During the year, regular investor meetings were held, timed to coincide with significant news
releases. This comprised online investor meetings as well as face-to-face meetings with investors and
prospective investors. Ahead of online meetings, we actively encourage investors to submit questions, primarily
via our website, and seek to answer those questions received within the restrictions of being a public company
admitted to AIM. The recordings of those meetings remain available for later viewing, and have proven to be an
effective way of engaging with shareholders and potential investors.
LSE announcements include details of the website, X (formerly Twitter) feed and phone numbers to contact the
Company and its professional advisers. In addition, the Company has appointed SP Angel Corporate Finance
LLP (‘SP Angel’) as its broker. As part of their services, SP Angel also publish research on the Company which
is available from their website.
Private shareholders
The Company’s Annual General Meeting (‘AGM’) is the key forum for dialogue between retail shareholders and
the Board. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. Question and
answer sessions are held 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 votes received for, against and withheld is announced
at the meeting. The results of the AGM are announced via the LSE. Investors can contact us via our website
(https://www.orioleresources.com) or by email (info@oriolereources.co.uk).
Retail shareholders also regularly attend our seminar presentations and we publicise our attendance via LSE
announcements and X. In addition, our most recent corporate presentation is made available on our website.
Institutional shareholders
The Directors actively seek to build a relationship with institutional shareholders. Shareholder relations are
managed primarily by the Executive Directors. The Executive Directors make presentations to institutional
shareholders and analysts throughout the year, both in virtual forums and, where possible, in person by
attendance at internationally-recognised mining conferences. 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 Executive Directors. 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.
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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 and Africa and as such, employee engagement with the
Executive Directors is frequent with scheduled weekly team calls as well as daily calls and discussions. We aim
to provide an environment that will attract, retain and motivate our team and we continue to monitor this through
regular one-on-one discussions and an annual appraisal system. We also have an employee handbook in order
to provide a comprehensive document detailing all the policies and 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.
Local partners and communities
Our operations provide employment in remote areas of developing countries. Essential to our success is the
establishment of close working relationships with local partners. We seek local partners who have a good
understanding of the local exploration and mining industry and regulations within their country, and with the
capacity and capability to assist with the management and maintenance of the project.
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 needs and also the stage of
exploration/level of project investment. Examples of our previous social projects include providing Covid-19
vaccinations, 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 whilst
also 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 financial controls, the effectiveness of which is regularly
reviewed by the Executive Directors, the Audit Committee and the Board. The key financial controls are:
•
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;
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Strategic report (continued)
•
The Audit Committee, comprising the Non-Executive Directors, assists the Board in discharging its duties
regarding the financial statements, accounting policies and the maintenance of proper internal business,
operational and financial controls;
• 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;
• Due to the international nature of the business there are, at times, significant foreign exchange rate
movement exposures. Cash flow forecasting is done at the ‘required currency’ level and foreign currency
balances are maintained to meet expected requirements; and
•
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:
• Close management of the day-to-day activities of the Group by the Executive Directors;
• 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.
The Group reviews at least annually the effectiveness of its system of internal control, whilst also having regard
to its size and the resources available. As part of the Group’s plans we continue to review a number of non-
financial controls covering areas such as regulatory compliance, 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, whistleblowing 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 an Independent Non-Executive Chair, three Executive Directors and one Independent Non-
Executive Director. All current Directors were appointed during or since 2018. Eileen Carr has served as
Independent Non-Executive Chairman from 17 February 2022. David Pelham serves as an independent Non-
Executive Director. Both the Non-Executive Directors have extensive experience in the mining industry and have
considerable experience of serving on the boards 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.
Oriole Resources PLC
Page
31
Strategic report (continued)
In 2020, the Company issued options to all Directors including the Non-Executive Directors, at that time, under a
Director share option remuneration plan which was enacted to maximise funds available for exploration by
conserving cash, through the grant of options in lieu of contractual salary payments for a limited term during 2019
and 2020.The grant of options to the Non-Executive Directors is not considered to be part of any incentive plan
nor to impair their independence.
In 2023, the Company issued shares in lieu of salary to all Directors on three occasions being part of an ongoing
programme from 2022. All Directors, including the Non-Executive Directors participated in this, and the Company
then continued with a similar scheme for 6 months between May and October, with each Director being awarded
share options in lieu of salary foregone. The grant of share options under this scheme is not considered to be
part of any incentive plan nor to impair independence.
In May 2023, as part of a Group wide review of existing share option awards, the Executive Directors considered
and recommended to the Board that share options should be issued to the Non-Executive Directors. This grant
of share options is not considered to be part of any incentive plan nor to impair their independence.
The Board aims to meet at least bi-monthly, either via a formally-scheduled Board meeting or an ad-hoc
telephone conference call when matters must be discussed on a more timely basis. The agenda for Board
Meetings is set by the Company Secretary in consultation with the Chair and CEO. The standard agenda points
include:
• Review of previous meeting minutes and actions arising therefrom;
• A discussion of the major strategic and operational issues facing the business;
• A report by the Executive Director for Exploration & Business Development, covering all operational
matters;
• A report from the CFO covering all financial matters;
• Any other business including an update of the 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 the other commitments and interests of its Directors, and 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 meetings except if requested
to do so for the purposes of discussing upcoming regulations and other issues, although an annual review of AIM
regulations and key topics is provided by our nominated adviser outside of Board Meetings.
Board meetings are deemed quorate if two Board members are present and providing 7 days’ notice of such
meeting has been given and waived by the non-attending Directors. During 2023, Board Meetings were held both
remotely, using video conference facilities, and face-to-face wherever possible.
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 2023:
Tim Livesey
Bob Smeeton
Claire Bay
Eileen Carr
David Pelham
Meetings attended
9
9
9
9
9
Meetings held during the year
9
9
9
9
9
Oriole Resources PLC
Page
32
Strategic report (continued)
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 effective and appropriate balance of skills and
experience, particularly so in the area of gold and base metal exploration and development. The Directors keep
their skill set up to date through discusion with the Company’s advisors, participation on the Board’s of other
listed companies and training courses as required. 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. Service contracts are available for inspection at the Company’s registered office and
at the AGM.
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.
It is the Company’s aim to have an appropriate level of gender balance on the Board, which currently sits at 60%
male, 40% female.
As ratified at the 2023 AGM, the Company amended its Articles of Association in order to make the Directors
subject to the requirment to retire by rotation. Prior to this, only the Non-Executive Directors were required to
retire by rotation.
Appointment, removal and re-election of Directors
The Board has established a Nominations Commitee, comprising the Non-Executive Directors, to consider the
need for further Board appointments, and to identify suitable 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
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.
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.
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’);
• Attendance at Board and committee meetings; and
•
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 primary finding of the review was the need for a
continuing focus on assessing the skills and experience the Company needs, both at Board level and within the
management team, as our projects move towards development,
Oriole Resources PLC
Page
33
Strategic report (continued)
This review is performed annually, with any actions arising monitored on a regular basis at Board Meetings. This
ongoing process includes development or mentoring needs of individual directors or the wider senior
management team, identifying any succession planning issues and putting in place processes to provide for such
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 obligations towards the environment
and in respect of anti-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 team calls and meetings serve to refresh and reiterate the Company’s ethical standards as
they apply to the operational issues that are discussed during such interactions.
In support of this, the Company engages with well respected advisers and contractors, with a track record of
providing high-quality services and of operating in an ethical manner.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-
making by the Board
Board programme
The Board aims to meet approximately bi-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 2023, the Board met for nine scheduled meetings. The Board and its Committees receive
appropriate 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 Company’s
management.
Roles of the Board, Chair and Chief Executive Officer
The Board is responsible for the long-term success of the Company. There is a formal schedule of matters
reserved 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 advisers. The CEO has responsibility for communicating with shareholders, assisted by the other
Executive Directors.
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. The Board reviews the update on
performance and any significant variances are reviewed at each meeting.
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:
Oriole Resources PLC
Page
34
Strategic report (continued)
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 external audit process. The Committee meets at least twice
per year to review the published financial information and to meet with the Auditors. The Report of the Audit
committee is set out on page 40.
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 page 36.
The Nomination Committee had its terms of reference established in June 2021. Its main activity in 2023 was
to consider informally the current Board composition and whether there was a need for an additional Non-
Executive Director.
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 announcements, the AGM and one-to-one meetings with large existing or potential new
shareholders. The Company regularly posts regulatory announcements on the LSE, covering operational and
corporate matters such as drilling results and significant changes in ownership positions across historic projects
in which it still retains an investment, and it holds regular online seminars for investors. Online seminars enable
the Directors to provide an update on the Company and to answer questions submitted by investors either
before or during the seminars. 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 X feed @OrioleResources.
The Board receives regular updates on the views of shareholders through briefings and reports from Investor
Relations, the Executive Directors and the Company’s brokers. The Company communicates with institutional
investors frequently through briefings with management. In addition, analyst notes and broker briefings are
reviewed to achieve a wide understanding of investor views.
This Strategic Report was approved by the Board of Directors on 27 March 2024.
Tim Livesey
Chief Executive Officer
Oriole Resources PLC
Page
35
Report of the Remuneration Committee
The Remuneration Committee of the Board is responsible for providing recommendations to the Board on matters
including the composition of the Board and competencies of directors, the appointment of directors, the
performance of the Executive Directors and senior management, and making recommendations to the Board on
matters relating to their remuneration and terms of employment.
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 committee during 2023 were David Pelham (Chair of the committee) and Eileen Carr.
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.
The Board recognises that the remuneration of Directors (both Executive and Non-Executive) and senior
management is of legitimate concern to shareholders and is committed to following current best practice. The
Group operates within a competitive environment and its performance depends upon the individual
contributions of the Directors and senior management. Throughout the year, the Company 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) except in respect of six
months of salary sacrifice in exchange for shares in the Company that were agreed to by all Directors during
2022 and were ongoing up to and including April 2023. In addition, and as part of a Group wide review of
existing share option awards, a further six months of 25% salary sacrifice for share options was agreed by all
Directors, commencing in May 2023. Alongside this, the Remuneration Committee agreed the issuance of
share option awards to both Executive and Non-Executive Directors and senior management of the Group to
reflect their hard work under difficult circumstances and to compensate for previous years when no awards had
been made.
Furthermore, the directors of the Company agreed to a deferral of salary for a number of months during the
period, in order to further conserve cash within the Company. In addition, bonus awards of share options were
made to reflect the success of drilling at the Bibemi project in Cameroon. No other long-term incentives have
been awarded to any of the Directors during the period under review.
Details of Directors’ shareholdings are set out on page 43 and interests in share options are set out on page 37.
Whilst the Company has no formal shareholding requirement, the Directors have collectively participated in fund
raisings, acquired shares on the open market, and accepted shares and 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 has considered whether the Executive Directors have sufficient exposure to the equity
of the Company to satisfactorily align their interests with the interests of shareholders and have concluded that
they have.
Remuneration paid to the Directors is set out below:
Oriole Resources PLC
Page
36
Report of the Remuneration Committee (continued)
2023
Salaries and other short-term benefits
Gross salary
satisfied by
cash
£
59,781
54,219
57,750
25,200
16,790
Gross value
of salary
satisfied by
issue of
shares
£
Gross value
of salary
sacrificed for
share
options
£
Accrued
salary and
pension
contribution
Taxable
benefits
Pension
£
£
£
12,567
10,054
7,540
3,519
2,346
18,750
15,000
11,250
5,250
3,515
41,329
30,385
15,450
8,750
5,828
4,636
-
434
-
-
2,307
2,037
1,913
-
-
Total
£
139,370
111,695
94,337
42,719
28,479
213,740
36,026
53,765
101,742
5,070
6,257
416,600
Tim Livesey
Robert Smeeton
Claire Bay
Eileen Carr
David Pelham
Total
2022
Salaries and other short-term benefits
Gross salary
satisfied by cash
£
95,632
87,080
75,891
4,286
28,100
22,401
313,390
Gross value
of salary
satisfied by
issue of
shares
£
42,740
27,498
12,127
-
7,189
4,501
94,055
Taxable
benefits
Pension
Total
£
145,330
115,478
90,796
4,286
35,289
26,902
£
3,161
900
2,367
-
-
-
£
3,797
-
411
-
-
-
4,208
6,428
418,081
Tim Livesey
Robert Smeeton
Claire Bay
John McGloin (resigned 17 February 2022)
Eileen Carr (appointed 17 February 2022)
David Pelham
Total
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 0.17p per 0.1p share (2022: 0.16p) and the
range of market prices during the year was between 0.08p and 0.17p.
Director
At 1/1/23
Granted
At 31/12/23
Tim Livesey
Tim Livesey
Tim Livesey
Tim Livesey
Tim Livesey
Tim Livesey
Tim Livesey
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
2,000,000
2,000,000
2,000,000
17,979,940
Exercise
Price (p)
0.90
0.90
0.90
0.37
0.37
0.37
0.10
Issue Date
1/3/18
1/3/18
1/3/18
19/3/19
19/3/19
19/3/19
19/8/20
Vesting
Date
1/3/19
1/3/20
1/3/21
19/3/20
19/3/21
19/3/22
19/8/20
Oriole Resources PLC
Page
37
Report of the Remuneration Committee (continued)
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
2,000,000
2,000,000
2,000,000
-
-
-
-
666,666
666,667
666,667
2,000,000
2,000,000
2,000,000
Robert Smeeton
14,383,952
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*
Claire Bay
Claire Bay
Claire Bay
Claire Bay
Claire Bay
Claire Bay
Claire Bay
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
1,066,667
1,066,667
1,066,666
-
-
-
-
-
-
-
2,000,000
2,000,000
2,000,000
6,000,000
6,000,000
6,000,000
6,000,000
6,000,000
6,000,000
22,500,000
22,500,000
-
-
-
-
-
-
-
-
-
-
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
6,000,000
6,000,000
6,000,000
6,000,000
6,000,000
6,000,000
18,000,000
18,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
1,066,667
1,066,667
1,066,666
12,000,000
12,000,000
6,000,000
6,000,000
6,000,000
6,000,000
13,500,000
13,500,000
David Pelham
David Pelham
David Pelham
3,290,446
-
3,290,446
-
-
6,000,000
6,000,000
6,000,000
6,000,000
0.37
0.37
0.37
0.20
0.20
0.20
0.20
0.62
0.62
0.62
0.37
0.37
0.37
0.10
0.37
0.37
0.37
0.20
0.20
0.20
0.20
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
0.32
0.32
0.32
0.20
0.20
0.20
0.20
0.10
0.20
0.20
22/12/20
22/12/20
22/12/20
25/5/23
25/5/23
25/5/23
25/5/23
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
25/5/23
25/5/23
25/5/23
25/5/23
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
14/3/22
14/3/22
14/3/22
25/5/23
25/5/23
25/5/23
25/5/23
19/8/20
25/5/23
25/5/23
1/1/21
1/1/22
1/1/23
25/5/23
25/5/24
25/5/25
30/10/23
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
25/5/23
25/5/24
25/5/25
30/10/23
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
1/1/23
1/1/24
1/1/25
25/5/23
25/5/24
25/5/25
30/10/23
19/8/20
25/5/23
25/5/24
Oriole Resources PLC
Page
38
Report of the Remuneration Committee (continued)
David Pelham
David Pelham
Eileen Carr
Eileen Carr
Eileen Carr
Eileen Carr
Totals
-
-
-
-
-
-
6,000,000
6,000,000
4,200,000
4,200,000
6,000,000
6,000,000
6,000,000
6,000,000
6,000,000
6,000,000
6,300,000
6,300,000
0.20
0.20
0.20
0.20
0.20
0.20
25/5/23
25/5/23
25/5/23
25/5/23
25/5/23
25/5/23
25/5/25
30/10/23
25/5/23
25/5/24
25/5/25
30/10/23
77,684,338
160,500,000
238,184,338
*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.
Share options expire 10 years after the date of issue.
Four of the Directors participated in the fundraise that completed on 29 June 2022, and as a consequence
received warrants to purchase ordinary shares on the same terms as the other investors in that fundraise. Details
of these warrants are set out in the table below and in note 19 to the Financial Statements:
Director
At 1/1/23
Granted
At 31/12/23
Tim Livesey
2,777,778
Robert Smeeton
6,666,666
Claire Bay
1,666,667
Eileen Carr
11,111,111
-
-
-
-
2,777,778
6,666,666
1,666,667
11,111,111
Exercise
Price (p)
0.25
0.25
0.25
0.25
Issue Date
Expiry Date
13/7/22
13/7/22
13/7/22
13/7/22
12/7/25
12/7/25
12/7/25
12/7/25
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 27 March 2024, by
David Pelham
Chairman of the Remuneration Committee
Oriole Resources PLC
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39
Report of the Audit and Risk Committee
Dear Shareholder,
I am pleased to present this Audit and Risk Committee Report for Oriole, for the period ending 31 December
2023.
The Audit and Risk Committee assists the Board with its oversight of the integrity of the financial statements
and other financial reporting and the internal controls and risk management of the Group.
The Audit and Risk Committee comprises myself, Eileen Carr who as Chair of the Board is also Chair of the
Committee and David Pelham a Non-Executive Director, as a member of the Committee. Both Committee
members are considered independent with recent and relevant financial and technical experience in the mining
sector.
Under its terms of reference, the Audit and Risk Committee meets at least twice each year and more often if
required. The Audit and Risk Committee met twice during 2023 with both members in attendance at each
meeting. Being a small team, all Executive Directors were invited to attend the Committee meetings in 2023.
Key responsibilities
The terms of reference of the Audit and Risk Committee will be reviewed and updated on a regular basis to
reflect best practice and currently the principal roles and responsibilities of the Committee include:
• Monitoring the integrity of the interim and annual financial statements and ensuring full compliance
with accounting standards;
• Reviewing key accounting policies, judgements, and estimates;
• Reviewing the disclosures in the interim and annual report and financial statements;
• Overseeing the relationship with the external auditor, appointment and approval of auditor
remuneration and assessment of the auditor’s independence and objectivity;
• Reviewing and monitoring the effectiveness of the Group’s financial reporting, internal control
policies, and procedures for the identification, assessment, and reporting of risk; and
• Considering the need for an internal audit function.
2023 meetings
During 2023 the key areas covered by the Committee were:
• Review of the Company’s internal controls including the Finance team structure, responsibilities and
reporting lines, the Company’s Whistleblowing Policy and the Company’s risk management
framework, management’s assessment of key risks and the risk register;
• Review of the 2022 annual financial statements including review of key accounting judgements and
estimates and discussion with the external auditors regarding their audit findings plus consideration of
the independence of the auditors;
• Review of audit planning and approach for 2023;
• Review of the 2023 interim financial statements including review of key accounting judgements and
estimates and discussion with the external auditors;
• Consideration of the external auditor’s independence, experience and effectiveness and whether
their reappointment should be recommended. Whilst PKF Littlejohn have been the Company’s
auditors for 17 years, the Audit and Risk Committee are comfortable that PKF Littlejohn remain
independent, as they follow a policy of rotating the reporting partner on a 5-year cycle. The Committee
is also satisfied with the experience of the audit team, the effectiveness of the audit and the
competitiveness of the pricing; and
Oriole Resources PLC
Page
40
Report of the Audit and Risk Committee (continued)
• Consideration of whether the Company should implement an internal audit function. The Committee
concluded that at this stage of its development this was not appropriate.
2023 Group financial statements key judgements and estimates
An essential element of the integrity of the financial statements lies around the key assumptions and estimates
or judgements to be made. The Audit and Risk Committee reviews key judgements prior to publication of the
financial statements at both the end of the financial year and at the end of the six-month interim period, as well
as considering significant issues throughout the year.
In particular, this includes reviewing any subjective material assumptions within the Group’s activities to enable
an appropriate determination of asset valuation, provisioning and the accounting treatment thereof. The Audit
and Risk Committee reviewed and was satisfied that the judgements exercised by management on material
items contained within the Report and Financial Statements are reasonable.
Key judgements and estimates in the 2023 Group financial statements considered by the Audit and Risk
Committee were:
• Carrying value of intangible exploration and evaluation assets;
• Recognition and measurement of deferred tax assets;
• Going Concern;
•
•
Accounting for the Lanstead transaction; and
Various other financial reporting matters including the IFRS 2 share-based payment charge for
employee stock options during the year.
2024 and beyond
The Audit and Risk Committee, shall continue to work according to its Terms of Reference, and keep under
review the Company’s control and risk management framework and ensure it remains appropriate as the
Group’s business develops.
Eileen Carr
Chair of the Audit and Risk Committee
27 March 2024
Oriole Resources PLC
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41
Directors’ report
Oriole Resources PLC
Company number: 05601091
The Directors present their report, together with the Financial Statements and auditor’s report, for the year ended 31
December 2023.
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
applicable law and regulations. Under that law the Directors have prepared the Group and Parent Company Financial
Statements in accordance with UK-adopted international accounting standards and, as regards the Parent Company
Financial Statements, as applied in accordance with the 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
prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that
•
the Group and Company will continue in business.
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.
The maintenance and integrity of the website is the responsibility of the Directors. The work carried out by the auditors
does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes
that may have occurred to the information 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 2024, the Company had been informed of the following holdings of 3% or more in the Company’s
issued share capital:
Lanstead Capital Investors
Eileen Carr
Number of shares
811,301,440
162,172,969
% of issued
share capital
20.99%
4.16%
Oriole Resources PLC
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42
Directors’ report (continued)
Directors and their interests
The current Directors, who were the only Directors who acted during the year, are listed on page 4.
In compliance with the Company’s Articles of Association, Tim Livesey and Robert Smeeton, will retire and, being
eligible, offer themselves 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:
As at 31 December 2023
As at 31 December 2022
Ordinary Shares
Share Warrants
Share Options Ordinary Shares
Share Warrants
Share Options
Tim Livesey
38,308,323
2,777,778
76,479,940
34,201,952
2,777,778
35,979,940
Robert Smeeton
32,436,378
6,666,666
64,383,952
29,151,281
6,666,666
28,383,952
Claire Bay
9,739,901
1,666,667
47,530,000
7,276,080
1,666,667
10,030,000
Eileen Carr
152,672,969
11,111,111
24,300,000
36,111,661
11,111,111
-
David Pelham
6,681,075
-
25,490,446
5,600,507
-
3,290,446
Total
239,838,646
22,222,222
238,184,338
112,341,481
22,222,222
77,684,338
Provision of information to Auditor
The Directors who held office at the date of this report confirm that, so far as they are individually aware, there is no
relevant audit information of which the Company’s auditors 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 current plans. Future work on these projects, the levels of
production and the financial returns arising therefrom, may be adversely affected by factors outside of the control of the
Group.
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.
Events after the Reporting Period
On 5 January 2024 and 22 January 2024 the Company announced the completion of Earn-in Agreements with BCM in
respect of the Bibemi and Mbe exploration permits in Cameroon, respectively. Under these agreements $1.4m has
been received by the company since the year end, which completes the signature payments due under the
agreements, and work has commenced on the two $4m earn-in agreements that will see BCM move to a 50%
ownership position on each licence.
On 15 January 2024, as a result of the increasing gold price the Group announced an updated Inferred JORC-
compliant Mineral Resource Estimate of 375,000 Troy ounces grading 2.30 grammes per tonne gold for Bakassi Zone
1, one of four prospects at its 82.2%-owned Bibemi orogenic gold project in Cameroon.
On 22 January 2024 the Directors collectively exercised 17,444,445 of the outstanding warrants over ordinary shares.
Oriole Resources PLC
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43
Directors’ report (continued)
On 18 February 2024, the Group reported that, in respect of its Senala project in Senegal, its JV-partner, Managem
has confirmed expenditure over the 6 years of an earn-in agreement of $5.8M, so securing a 59% interest in the
Senala project.
Auditor
PKF Littlejohn LLP has signified its willingness to continue in office as auditor and will be proposed for reappointment at
the forthcoming Annual General Meeting.
Robert Smeeton
Company Secretary
Oriole Resources PLC
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44
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 (the
‘group’) for the year ended 31 December 2023 which comprise the Statement of Consolidated Comprehensive Income,
the Statements of Consolidated and Company Financial Position, the Statements of Consolidated and Company
Changes in Equity, the Statements of Consolidated and Company Cash Flows and notes to the financial statements,
including significant accounting policies. The financial reporting framework that 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 2023 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 Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We are independent of the group and parent company in 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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ 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:
• Challenging the directors’ forecasts prepared to assess the group and parent company’s ability to meet its
financial obligations as they fall due for a period of at least twelve months from the date of approval of the
financial statements. We have reviewed the committed cash flows against contractual arrangements and
historic information and compared general budgeted overheads to current run rates;
•
Identifying and evaluating subsequent events which impact upon going concern and evaluating the likelihood
of occurrence of forecast future cash inflows; and
• Stress testing the forecasted cash flows by eliminating sources of cash inflows that are not currently
guaranteed, sensitising income and expenses under scenarios considered to be reasonably possible, as well
as critically reviewing committed versus discretionary expenditure, in order to evaluate reasonably possible
up- and downside scenarios impacting the financial headroom.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the group's or parent company’s ability to
continue as a going concern for a period of at least twelve months from when the financial statements are authorised
for issue.
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
Oriole Resources PLC
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45
Independent auditor’s report to the
members of Oriole Resources Plc
Entity
Basis for materiality
Overall materiality
Oriole Resources Plc – Group
2.5% of Net Assets
£321k (2022: £297k)
Oriole Resources Plc – Parent
2.5% of Net Assets
£279k (2022: £242k)
The basis of materiality has remained unchanged year on year. We consider net assets to be the most significant
determinant of the group’s financial position and performance used by shareholders, with the key financial statement
balances being exploration and evaluation assets, financial assets and cash.
Whilst materiality for the financial statements as a whole was set at £321k, significant components of the group were
audited to a level of materiality ranging between £119k - £279k. Performance materiality for the group and all
significant components was set at 70% of overall materiality (2022: 75%) 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.
We agreed with the audit committee that we would report to the committee all individual audit differences identified
during the course of our group audit in excess of £16k (2022: £14.8k), or, in respect of the parent company, in excess
of £14k (2022: £12.1k). There were no misstatements identified during the course of our audit that were individually, or
in aggregate, considered to be material.
Our approach to the audit
Our group audit scope focused on the principal areas of operation being;
• Senegal – the Senala gold project; and
• Cameroon – exploration on Bibemi and the Central License Package.
Together with the parent Company and consolidation, these represent the financially significant components of the
group.
The audit of all significant components was performed in London, conducted by PKF Littlejohn LLP using a team with
specific experience of auditing mineral exploration entities and publicly listed entities.
Our work scope included audit procedures to address the key audit matters, being the capitalisation and impairment of
exploration and evaluation expenditure, and the recoverability of investments and intercompany receivables.
Key audit matters
Key audit matters are those matters that, in our professional 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. 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
assets
Our audit work in this area included:
• Substantive testing of a sample of
exploration and evaluation expenditure to
Oriole Resources PLC
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46
Independent auditor’s report to the
members of Oriole Resources Plc
GROUP & COMPANY
There is a risk that the carrying values of the
Group's exploration assets are not fully
recoverable and should be impaired in line with
IFRS 6.
The Group holds intangible assets in respect of
its exploration activities, with key projects in
Cameroon and Senegal. The Directors use their
judgement in assessing whether an impairment
arises in respect of these assets. As a result of
the significant level of management judgement
involved, we consider this to be a key audit
matter. 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 11 to the financial statements.
assess their eligibility for capitalisation under
IFRS 6;
• Obtaining valid exploration licences and,
where applicable, license renewal
documentation and correspondence, and
relevant 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;
• Reviewing management’s impairment paper
in respect of the carrying value of intangible
assets, corroborating and providing
challenge to key assumptions made;
• Reviewing Board minutes and RNS
announcements in the year and post year
end for indicators of impairment; and
• Evaluating the presentation and disclosures
in the financial statements.
Based on the work performed, we are satisfied that
intangible assets are not materially misstated.
Valuation and recoverability of investments and
intercompany receivables
Our audit work in this area included:
GROUP & COMPANY
There is a risk of material misstatement regarding
the recoverability of investments in subsidiaries
(including intercompany receivables i.e. the net
investment in each subsidiary) and other equity
investments.
The carrying value of investments is ultimately
dependent on the value of the underlying assets,
many of which 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.
Similar considerations apply to the recoverability
of loans to group undertakings disclosed as
• 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;
• Obtaining evidence of ownership for all
investments held within the group;
• 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; and
• Evaluating the presentation and disclosures
in the financial statements in accordance
with IFRS.
Oriole Resources PLC
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47
Independent auditor’s report to the
members of Oriole Resources Plc
investments, as well as equity instruments held
at fair through other comprehensive income.
As a result of the significant level of management
judgement involved, we consider this to be a key
audit matter.
Related disclosures are included in Note 4, Note
10, Note 13 and Note 14 to the financial
statements.
During the year the Directors took the decision to fully
impair the carrying value of the following assets, as a
result of limited progress having been made in recent
years:
-
Equity investment in Thani Stratex Djibouti
Limited (‘TSD’), held as a financial asset at
fair value through other comprehensive
income (£395k); and
- Debt instrument, held at amortised cost, due
from TSD (£416k).
Based on the work performed, we are satisfied that
the carrying value of investments in subsidiaries and
intercompany receivables is not materially misstated.
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 the other information contained within the annual report.
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained
in the course of the audit, we have not identified material misstatements in the strategic report or the 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
• we have not received all the information and explanations we require for our audit.
Oriole Resources PLC
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48
Independent auditor’s report to the
members of Oriole Resources Plc
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 and fair view, and for
such internal control as the directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing the group
and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the
parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
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 fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• 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 the potential instances of non-compliance with laws and regulations both in the UK and in overseas
subsidiaries. We also selected a specific audit team based on experience with auditing entities within this
industry of a similar size.
• We determined the principal laws and regulations relevant to the group and parent company in this regard to
be those arising from:
o Companies Act 2006
o AIM Rules
o
o
Local industry regulations in Senegal and Cameroon
Local tax and employment law
• We designed our audit procedures to ensure the audit team considered whether there were any indications of
non-compliance by the group and parent company with those laws and regulations. These procedures
included, but were not limited to:
o Making enquiries of management
o A review of Board Minutes
o A review of legal ledger accounts
o A review of RNS Announcements
• We also identified the risks of material misstatement of the financial statements due to fraud. We considered,
in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls,
that there were no other 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: the testing of journals; reviewing
Oriole Resources PLC
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49
Independent auditor’s report to the
members of Oriole Resources Plc
accounting estimates for evidence of bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases
the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of non-compliance. The risk is 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.
Imogen Massey (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
2024
15 Westferry Circus
Canary Wharf
London E14 4HD
Oriole Resources PLC
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50
Statement of consolidated
comprehensive income
Continuing operations
Administration expenses
Other (losses)/profits
Operating loss
Financial income
Share of losses and impairment of associates
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
Change in fair values of other financial assets
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
Earnings per share for losses from continuing operations
attributable to the owners of the Company (expressed in pence per
share).
- basic and diluted
The notes on pages 58 to 80 form part of these financial statements
Notes
Year ended 31
December 2023
Year ended 31
December 2022
7
6
28
9
21
£’000
(1,129)
(1,304)
(2,433)
6
-
(2,427)
158
(2,269)
36
(395)
(359)
(2,628)
(2,221)
(48)
(2,269)
(2,580)
(48)
(2,628)
£’000
(1,182)
654
(528)
5
(1,449)
(1,972)
403
(1,569)
(100)
-
(100)
(1,669)
(1,616)
47
(1,569)
(1,716)
47
(1,669)
18
(0.07)
(0.07)
Oriole Resources PLC
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51
Statement of consolidated financial
position
Company number: 05601091
ASSETS
Non-Current Assets
Property, plant and equipment
Intangible assets
Financial assets at fair value through other comprehensive
income
Financial assets at fair value through profit and loss
Trade and other receivables
Total non-current assets
Current Assets
Financial assets at fair value through profit and loss
Trade and other receivables
Cash and cash equivalents
Total current assets
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
Current Liabilities
Trade and other payables
Total Liabilities
Total Equity and Liabilities
As at 31 December
2023
As at 31 December
2022
Notes
£’000
£’000
12
11
13
13
14
13
14
15
17
17
20
21
22
8
10,766
-
395
-
33
10,559
395
-
440
11,169
11,427
593
132
114
839
-
196
507
703
12,008
12,130
8,070
25,804
1,336
(23,520)
11,690
(289)
11,401
607
607
12,008
6,929
24,980
1,513
(21,299)
12,123
(241)
11,882
248
248
12,130
The notes on pages 58 to 80 form part of these financial statements
The financial statements were approved and authorised for issue by the Board of Directors on 27 March 2024 and were signed
on its behalf by:
Eileen Carr
Non-Executive Chair
Robert Smeeton
Chief Financial Officer
Oriole Resources PLC
Page
52
Statement of consolidated changes in
equity
Attributable to owners of the Company
Share
premium
Other
reserves
(see note
20)
£’000
£’000
Share
capital
£’000
6,200
24,758
-
-
-
-
-
-
729
222
-
-
-
-
-
-
729
222
1,606
-
(100)
(100)
-
8
(1)
-
7
Retained
earnings
£’000
(19,838)
(1,616)
-
Total
£’000
12,726
(1,616)
(100)
(1,616)
(1,716)
951
8
(1)
155
-
-
-
155
155
Non-
controlling
interest
Total equity
£’000
£’000
(133)
47
-
47
-
-
-
(155)
12,593
(1,569)
(100)
(1,669)
951
8
(1)
-
958
1,113
(155)
6,929
24,980
1,513
(21,299)
12,123
(241)
11,882
-
-
-
1,141
-
1,141
-
-
-
824
-
824
-
(359)
(359)
-
182
182
(2,221)
-
(2,221)
(359)
(2,221)
(2,580)
-
-
-
1,965
182
2,147
(48)
-
(48)
-
-
-
(2,269)
(359)
(2,628)
1,965
182
2,147
8,070
25,804
1,336
(23,520)
11,690
(289)
11,401
Balance at 1 January
2022
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 lapsed
Transfer
reserves
between
Total transactions with
owners of the Company
Balance at 31 December
2022 and 1 January 2023
Loss for the year
Other comprehensive
income
Total comprehensive
income for the year
Issue of share capital net
of expenses
Share-based payments
Total transactions with
owners of the Company
Balance at 31 December
2023
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 20.
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 58 to 80 form part of these financial statements
Oriole Resources PLC
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53
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
Purchase of intangible assets
Tax received
Interest received
Net cash used in investing activities
Cash flow from financing activities:
Net proceeds from the issue of shares
Net cash generated from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
Major non-cash items
Notes
Year ended 31
December 2023
Year ended 31
December 2022
£’000
£’000
23
9
17
15
(531)
-
(329)
158
6
(165)
303
303
(393)
507
114
(1,305)
(10)
(842)
403
5
(444)
895
895
(854)
1,361
507
In 2024 the Group entered into an equity placing with Lanstead Capital Partners that provides cashflows over 24 months,
from September 2024. The transaction has been recognised as an equity placing of £1,767,000 of which £128,000 has been
received as cash during the year. Further details are provided at note 27.
The notes on pages 58 to 80 form part of these financial statements
Oriole Resources PLC
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54
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
Financial assets at fair value through profit and loss
Investment in subsidiaries
Trade and other receivables
Current Assets
Financial assets at fair value through profit and loss
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
Notes
As at 31
December 2023
As at 31
December 2022
£’000
£’000
12
11
13
13
10
14
13
14
15
17
17
20
22
6
4,230
-
395
4,919
-
9,550
593
38
94
725
10,275
8,070
25,804
(37)
(24,122)
9,715
560
560
10,275
30
3,928
395
-
4,557
440
9,350
81
420
501
9,851
6,929
24,980
176
(22,413)
9,672
179
179
9,851
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 £1,709,000 (2022: loss of £689,000).
The notes on pages 58 to 80 form part of these financial statements.
The notes on pages xx to xx form part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 27 March 2024 and were
signed on its behalf by:
Eileen Carr
Non-Executive Chair
Robert Smeeton
Chief Financial Officer
Oriole Resources PLC
Page
55
Statement of Company
changes in equity
Share
premium
£’000
24,758
Other
Reserves (see
note 20)
£’000
169
Share capital
£’000
6,200
-
-
-
729
-
-
729
-
-
-
222
-
-
222
6,929
24,980
-
-
-
1,141
-
1,141
-
-
-
824
-
824
8,070
25,804
Retained
earnings
£’000
(21,724)
(689)
-
(689)
-
-
-
-
(22,413)
(1,709)
-
(1,709)
-
-
-
Total equity
£’000
9,403
(689)
-
(689)
951
8
(1)
958
9,672
(1,709)
(395)
(2,104)
1,965
182
2,147
(24,122)
9,715
-
-
-
-
8
(1)
7
176
-
(395)
(395)
-
182
182
(37)
Balance at 1 January 2022
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 lapsed
Total transactions with
owners of the Company
Balance at 31 December
2022 and 1 January 2023
Loss for the year
Other comprehensive income
Total comprehensive income
for the year
Issue of share capital net of
expenses
Share based payments
Total transactions with
owners of the Company
Balance at 31 December
2023
Information in respect of the Company’s reserves is set out on page 53.
The notes on pages 58 to 80 form part of these financial statements.
Oriole Resources PLC
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56
Statement of Company
cash flows
Notes
Year ended 31
December 2023
Year ended 31
December 2022
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
Net cash used in investing activities
Cash flow from financing activities:
Net proceeds from share issues
23
9
17
Net cash generated from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
15
Major non-cash items
£’000
(404)
-
(284)
(99)
158
(225)
303
303
(326)
420
94
£’000
(1,262)
(9)
(720)
(149)
403
(475)
895
895
(842)
1,262
420
In 2024 the Group entered into an equity placing with Lanstead Capital Partners that provides cashflows over 24 months,
from September 2024. The transaction has been recognised as an equity placing of £1,767,000 of which £128,000 has been
received as cash during the year. Further details are provided at note 27.
The notes on pages 58 to 80 form part of these financial statements
Oriole Resources PLC
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57
Notes to the financial statements
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 Wessex House, Upper Market Street, Eastleigh, Hampshire, SO50 9FD.
2. Summary of significant 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 accordance with UK-adopted international accounting standards and the requirements
of the Companies Act 2006. The financial statements were prepared 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 2023 the
Group had cash and cash equivalents of £114k and no borrowings. However, the Group had signed Heads of Terms agreements with
BCM International Limited that became binding agreements in January and February 2024 (the ‘BCM Agreements’). The BCM
Agreements provided payments of $1.5m to the Group, received in full at the date of this report, and provide $8m of exploration funds
across two licences.
Alongside this, in August 2023, the Group had signed an equity funding agreement with Lanstead Capital Investors L.P (the ‘Lanstead
Agreement’) that provides monthly income until August 2025 based upon the prevailing monthly share price.
Having considered the funds received from the BCM Agreements and the likely funds to come from the Lanstead Agreement, together
with the prospects for asset disposals, the Group’s ability to implement cash preservation measures, as was done in 2023, and having
considered the Group budgets which include significant discretionary expenditure, 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 the Lanstead Agreement 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. The financial statements have been prepared on the going concern basis and
do not include the adjustments that would result if the Group and Company were unable to continue as a going concern.
Changes in Accounting Policies
a) New and amended standards adopted by the Group
There were no new IFRS or IFRIC interpretations effective for the first time for the financial year beginning 1 January 2023 that had a
material effect on the Group or Company financial statements.
b) New and amended standards not yet adopted by the Group
At the date of approval of these Financial Statements, the following standards and interpretations, which have not been applied in these
Financial Statements were in issue but not yet effective:
•
•
Amendments to IAS 1: Classification of current or non-current liabilities (effective 1 January 2024); and
Amendments to IAS 1: Presentation of Financial Statements – Non current liabilities with covenants (effective 1 January 2024).
The effect of these new and amended standards and interpretations, which are in issue but not yet mandatorily effective, is not expected
to be material.
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:
Oriole Resources PLC
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58
Notes to the financial statements (continued)
• Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee);
• Exposure, or rights, to variable returns from its involvement with the investee;
• The ability to use its power over the investee to affect its returns.
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 facts and circumstances in
assessing whether it has power over an investee, including:
• The contractual arrangement with the other vote holders 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 liabilities is recognised as a finance charge
within profit or loss.
Acquisition related costs are expensed as incurred.
The Group measures goodwill at the acquisition date as the 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 and balances between group entities are
eliminated 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.
References to joint venture agreements do not refer to 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.
Unrealised gains on transactions between the Group and 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 impairment of the asset
transferred.
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.
The Group discontinues the use of the equity method from 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
Oriole Resources PLC
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59
Notes to the financial statements (continued)
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.
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 the gain or loss that had previously been recognised in other comprehensive income relating to that
reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.
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 (the ‘functional currency’). The consolidated financial statements are presented in sterling,
which is the Group’s 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.
2.4 Intangible assets - Exploration and evaluation assets
The Group capitalises expenditure in relation to exploration and evaluation of mineral assets when the legal rights are obtained.
Expenditure included in the initial measurement of exploration and evaluation assets and which are classified as intangible assets relate
to the acquisition of rights to explore, 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.
Exploration and evaluation assets are not amortised but are assessed for impairment, with an impairment test being 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.
Oriole Resources PLC
Page
60
Notes to the financial statements (continued)
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.
To date impairment losses recognised have followed the decision of the Board not to continue exploration and evaluation activity on a
particular project licence area where it is no longer considered an economically viable project or where the underlying exploration licence
has been 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 classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash
flows.
For assets measured at fair value, gains and losses will be recorded either in profit or loss or in OCI. For investments in equity
instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial
recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
(b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group commits to 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 are directly attributable to the acquisition of the financial asset. Transaction costs of financial
assets carried at FVPL are 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 rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other
gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
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
losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
Derivative financial assets
During the year the Company entered into a financial instrument that, following an issue of equity in 2023, will provide monthly income
until August 2025 based upon the prevailing monthly share price. Further details of the terms of this instrument are disclosed in Note 27.
The instrument has been classified as a financial asset at fair value through profit or loss. Fair value is assessed at each reporting date
in accordance with the provisions of IFRS 13 Fair Value Measurement, based on the Level 1, Level 2 or Level 3 inputs that are available
Oriole Resources PLC
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61
Notes to the financial statements (continued)
and appropriate. Where the value of amounts due can be derived from underlying Level 1 inputs these inputs are used in precedence
to any other. Any fair value gains or losses are recognised in profit or loss at each reporting date in the period they relate to.
(d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised
cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
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 asset’s lifetime expected
credit losses at each reporting date.
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.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between 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.
2.9 Deferred taxation
Deferred tax is accounted for using the liability method in respect of temporary differences arising from differences 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 arose on ordinary activities for the current
period or prior periods. The Group has losses to be carried forward on which no deferred tax asset is recognised. Deferred tax assets are
recognised on tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is
probable.
2.10 Share-based payments
The fair value of the services received from employees and third parties in exchange for the grant of share options is recognised as an
expense. The fair value of the options granted is calculated using the Black-Scholes pricing model and is expensed over the vesting
period. At each reporting period the Group revises its estimate of the number of options that are expected to become exercisable. It
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 received net of any directly attributable transaction costs are 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.
2.12 Finance income
Finance income comprises bank interest receivable. Interest revenue is recognised using the effective interest method.
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.
Oriole Resources PLC
Page
62
Notes to the financial statements (continued)
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 and foreseeable. Other than the Lanstead Agreement (detailed in note 27) the Group does not hold
derivatives, does not trade in financial instruments and does not engage in hedging arrangements. The Group engages only with High-
Quality banks.
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 the monetisation of exploration assets and the issue of equity share capital and has no
borrowings. Management monitors its cash and future funding requirements through the use of on-going cash flow forecasts. All cash,
with the exception of that required for immediate working capital requirements, is held on short term deposit.
The Group’s only exposure to interest rate fluctuations is restricted to the rates earned on its short-term deposits. These deposits
returned an interest rate of between 4.775% and 5.275% during the past year.
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 16. 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.
The Group will continue to make substantial expenditures related to its exploration and development activities. The financial exposure
of the Group has been substantially reduced as a result of entering into agreements with third 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.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital
to shareholders, or issue new shares.
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.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances.
The Lanstead Agreement
As set out in note 27 the Group has entered into a financial instrument that, following an issue of equity in 2023, will provide monthly
income until August 2025 based upon the prevailing monthly share price. The Directors have considered the valuation of this financial
asset which is based on the future share price of Oriole Resources plc, and considered that the fair value should be assessed based
upon the share price at the reporting date, being a Level 1 input under the IFRS 13 fair value hierarchy and therefore the most
appropriate indication of fair value at a point in time. The financial asset has been classified as Financial Asset recognised at Fair Value
through the profit and loss account as the Directors believed this to be the most appropriate treatment in accordance with IFRS 9.
Gains or losses on the fair value of the financial asset have been recognised in profit and loss.
Exploration asset carrying value
The most significant judgement for the Group is the assumption that exploration at the various sites will ultimately lead to a commercial
mining operation, which includes the assumption that any licences held will be renewed as required upon expiry. Failure to do so could
lead to the write-off of the intangible assets relating to the particular site (see note 2.4). In considering potential impairment the Directors
consider the following factors;
•
•
•
•
results of exploration work to date;
licence renewal status, with a presumption that licences will be renewed but consideration given to any possible issues in
respect of the periodic renewal process;
comparative valuations of similar assets as they are announced to the stock market; and
the Directors understanding of the plans of any joint venture partners on individual projects.
Oriole Resources PLC
Page
63
Notes to the financial statements (continued)
Based on these factors the Directors do not believe there is an impairment in the valuation of the Group’s exploration assets.
Thani Stratex Djibouti carrying value
The Directors have given consideration to the carrying value of the 8.03% holding in Thani Stratex Djibouti Limited (‘TSD’). As little
progress has been made in the last two years, and in a difficult funding market, the Directors have decided that full provision should be
made against the carrying value of the investment.
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 intangible 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.
Recoverability of investment balances in the Parent Company Balance Sheet
The Parent Company recognises £4.9 million of investment and intercompany balances relating to its subsidiary companies. The Board
believe these amounts to be recoverable based primarily on the expected realisation value of the Senala exploration asset in Senegal.
Oriole Resources PLC
Page
64
Notes to the financial statements (continued)
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:
Exploration
Turkey
East Africa
West Africa
UK support
& other
£’000
£’000
£’000
£’000
At 31 December 2023
Intangible assets
Property, plant and equipment
Cash and other assets
Liabilities
Inter-segment
Net assets
Additions to property, plant and equipment
-
-
18
(1)
(3,313)
(3,296)
-
-
-
-
-
-
-
-
10,766
2
98
(47)
(3,697)
7,122
-
-
6
1,118
(559)
7,010
7,575
-
At 31 December 2022
Intangible assets
Property, plant and equipment
Cash and other assets
Liabilities
Inter-segment
Net assets
Additions to property, plant and equipment
Exploration
Turkey
East Africa
West Africa
UK support
& other
£’000
£’000
£’000
£’000
-
-
30
(1)
(3,304)
(3,275)
-
-
-
835
-
-
835
-
10,559
23
173
(69)
(3,341)
7,345
1
-
10
500
(178)
6,645
6,977
9
The capitalised cost of the principal projects and the additions during the year are as follows:
West Africa
Senegal
Cameroon
Total Intangible assets
Capitalised cost
Additions in year
2023
£’000
6,363
4,403
10,766
2022
£’000
6,502
4,057
10,559
2023
£’000
-
346
346
Oriole Resources PLC
Page
65
Group
Total
£’000
10,766
8
1,234
(607)
-
11,401
-
Group
Total
£’000
10,559
33
1,538
(248)
-
11,882
10
2022
£’000
-
858
858
7
8
0
,
1
3
9
Notes to the financial statements (continued)
b) The allocation of profits and losses for the year by segment is as follows:
Turkey
£’000
Exploration
East Africa
West Africa
UK support &
other
£’000
£’000
£’000
Group
Total
£’000
(13)
-
6
-
-
-
-
-
(416)
-
-
-
(7)
(416)
(61)
(1)
-
(216)
(274)
-
(552)
(1,047)
(1,121)
(7)
(639)
(33)
274
158
(8)
(1,049)
(249)
-
158
(1,294)
(2,269)
Turkey
£’000
Exploration
East Africa
West Africa
UK support
& other
£’000
£’000
£’000
Group
Total
£’000
(39)
-
49
-
1
-
-
11
-
-
-
(1,449)
-
-
-
(1,449)
(183)
(952)
(1,174)
(1)
79
-
492
(274)
-
113
(7)
(8)
-
46
274
403
(8)
120
(1,449)
539
-
403
(244)
(1,569)
2023
Administration expenses
Depreciation charge
Other income/(losses)
Exchange gains/(losses)
Inter-segment charges
Income tax
Profit/(loss) for year
2022
Administration expenses
Depreciation charge
Other income/(losses)
Share of associate company losses and
impairment of associate
Exchange gains/(losses)
Inter-segment charges
Income tax
Profit/(loss) for year
6. Other profits/(losses)
Exchange (losses)/gains
Loss on financial assets held at fair value (note 27)
Provision against loan due from Thani Stratex Djibouti (note 13)
Other profits
Net other (loss)/profit for the year
2023
£’000
(249)
(652)
(416)
13
(1,304)
2022
£’000
539
-
-
115
654
Oriole Resources PLC
Page
66
Notes to the financial statements (continued)
7. Expenses by nature
Administration expenses comprise:
Personnel expenses (see note 8)
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
8. Personnel expenses
2023
£’000
717
242
35
37
28
7
63
2022
£’000
710
215
30
84
70
8
65
1,129
1,182
2023
£’000
35
35
2022
£’000
30
35,750
30
Wages and salaries
Social security costs
Share options granted to Directors and employees
Shares granted under salary sacrifice arrangement
Employee benefits-in-kind
Employee pensions
Total for year
Average number of employees, including Directors
Group
2023
£’000
440
45
182
29
8
13
717
13
2022
£’000
535
56
7
94
4
14
710
13
Company
2023
£’000
395
45
182
29
7
13
671
9
2022
£’000
444
56
7
94
4
10
615
9
Details of the Directors’ remuneration is shown in the Report of the Remuneration Committee on page 36.
9. 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
2023
£’000
158
-
158
2022
£’000
403
-
403
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 £1,241,000 (2022: £1,031,000).
Oriole Resources PLC
Page
67
Notes to the financial statements (continued)
Reconciliation of tax credit:
Loss before tax
Current tax credit at 19% (2022: 19%)
Effects of:
Expenses not deductible for tax purposes
Tax losses carried forward – UK
Tax losses used/(carried forward) – outside UK
Origination and reversal of temporary differences
Prior year differences (research and development credits claim)
Tax credit
10. Investment in subsidiaries
The cost of shares in subsidiary companies is as follows:
Company
Cost of investment at 1 January
Write off of investment
Impairment provision
Loans to subsidiary companies
At 31 December
There are no significant restrictions in relation to the subsidiaries.
Investments in subsidiaries are stated at cost and are as follows:
2023
£’000
(2,427)
461
(208)
(195)
(116)
58
158
158
2023
£’000
2,701
(561)
2022
£’000
(1,972)
375
(280)
(262)
27
140
403
403
2022
£’000
2,701
(561)
(1,000)
(1,000)
1,140
3,779
4,919
1,140
3,417
4,557
Country of
incorporation
% owned by
the Company
% owned by
subsidiary
Nature of
Business
Stratex Exploration Ltd
Stratex West Africa Limited
RMC Cameroon (BVI) Corp
Oriole Cameroon SARL
OrrCam2 SARL
Stratex Madencilik Sanayi Ve Ticaret Ltd. Şti
Stratex EMC SA
UK
UK
British Virgin
Islands
Cameroon
Cameroon
Turkey
Senegal
100
100
56.7
90
90
–
–
–
–
-
–
–
100
85
Holding company
Exploration
Holding company
Exploration
Exploration
Exploration
Exploration
Stratex Exploration Ltd
Stratex West Africa Limited
Registered office
Wessex House, Upper Market Street, Eastleigh, Hampshire, SO50 9FD, UK
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
Oriole Cameroon SARL
OrrCam2 SARL
Yaoundé-Rue Marie Gocker, Place De L’Intendance, BP 11792, Yaoundé,
Cameroon
Yaoundé-Rue Marie Gocker, Place De L’Intendance, BP 11792, Yaoundé,
Cameroon
Stratex Madencilik Sanayi Ve Ticaret Ltd. Sti Mustafa Kemal Mahallesi 2152.Cadde Kent İş Merkezi No:2/17 Çankaya, Ankara,
Turkey,
Stratex EMC SA
Wessex House, Upper Market Street, Eastleigh, Hampshire, SO50 9FD, UK
Oriole Resources PLC
Page
68
Notes to the financial statements (continued)
11. Intangible assets
The Group's Intangible assets comprise entirely of exploration assets.
Cost
Cost at 1 January
Exchange movements
Additions
At 31 December
12. Property, plant, and equipment
Group
Company
2023
£’000
10,559
(139)
346
2022
£’000
9,376
325
858
2023
£’000
3,928
-
302
2022
£’000
3,192
-
736
10,766
10,559
4,230
3,928
Group
Motor
Vehicles
£’000
Field
Equipment
Office furniture
and equipment
£’000
£’000
Total
£’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
65
-
6
(19)
52
-
-
52
(34)
-
(16)
19
(31)
(17)
-
(48)
31
21
4
-
172
-
4
(61)
115
-
(2)
113
(155)
-
(8)
60
(103)
(8)
2
(109)
17
12
4
-
237
-
10
(80)
167
-
(2)
165
(189)
-
(24)
79
(134)
(25)
2
(157)
48
33
8
-
Cost
At 1 January 2022
Exchange movements
Additions
Disposals
At 31 December 2022
Additions
Disposals
At 31 December 2023
Depreciation
At 1 January 2022
Exchange movements
Additions
Disposals
At 31 December 2022
Additions
Disposals
At 31 December 2023
Net Book Value
at 1 January 2022
at 31 December 2022
at 31 December 2023
Right of use assets
included above
Oriole Resources PLC
Page
69
Notes to the financial statements (continued)
Company
Motor
Vehicles
£’000
Field
Equipment
Office furniture
and equipment
£’000
£’000
Total
£’000
Cost
At 1 January 2022
Additions
Disposals
At 31 December 2022
Additions
Disposals
At 31 December 2023
Depreciation
At 1 January 2022
Additions
Disposals
At 31 December 2022
Additions
Disposals
At 31 December 2023
Net Book Value
at 1 January 2022
at 31 December 2022
at 31 December 2023
Right of use assets
included above
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
47
6
-
53
-
-
53
(16)
(16)
(32)
(17)
-
(49)
31
21
4
-
13. 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 profit and loss
recoverable after more than one year
Financial assets at fair value through profit and loss
recoverable within one year
Financial assets at fair value through other
comprehensive income
116
3
(5)
114
-
(2)
112
(102)
(7)
4
(105)
(7)
2
(110)
14
9
2
-
Group
2023
£’000
132
17
97
-
395
593
-
163
9
(5)
167
-
(2)
165
(118)
(23)
4
(137)
(24)
2
(159)
45
30
6
-
2022
£’000
196
–
29
478
440
-
-
395
Company
2023
£’000
38
-
94
-
395
593
-
2022
£’000
81
–
-
420
440
-
-
395
Total
1,234
1,538
1,120
1,336
Oriole Resources PLC
Page
70
Notes to the financial statements (continued)
a) Financial Liabilities
Financial liabilities at amortised cost:
Trade creditors
Amounts due to related parties and employees
Social security and other taxes
Leases
Accrued expenses
Total
b) Assets by quality
Trade Receivables:
Group
2023
£’000
174
118
17
-
298
607
2022
£’000
66
–
7
29
4
142
248
Company
2023
£’000
173
100
16
-
271
560
2022
£’000
62
7
–
27
4
79
179
Trade receivables includes net receivables from exploration partners of £94,000 (2022: £41,000). 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
Equity investments at FVOCI comprise the following individual investments:
2023
£’000
93
21
114
2022
£’000
420
87
507
Thani Stratex Djibouti – Unlisted Equity Security
At 31 December
Group
2023
£’000
-
-
2022
£’000
395
395
Company
2023
£’000
-
-
2022
£’000
395
395
During the year the Company made full provision against the value of this asset (see note 4).
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 (e) 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.
c) Financial Assets at Fair Value Through Profit and Loss (‘FVPL’)
The Group classifies the following financial assets at fair value through profit or loss:
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 (2022: £Nil) in the consolidated
financial statements following its write down in 2017.
Oriole Resources PLC
Page
71
Notes to the financial statements (continued)
The Lanstead Agreement (see note 27) is a financial instrument that will provide funds to the Group monthly to August 2025 based
on the monthly prevailing share price. The receivable arising has been valued based upon the share price at 31 December 2023.
d) 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 2023
Level 1
£’000
Level 3
£’000
Total
£’000
Financial assets at fair value through profit and loss accounts
Lanstead Agreement
Financial assets at fair value through other comprehensive income:
Djibouti unlisted equity securities
Total Financial Assets
At 31 December 2022
Financial assets at fair value through other comprehensive income:
Djibouti unlisted equity securities
Total Financial Assets
Movements in the year
At 1 January 2023
Recognised during the year
Impairment provision
At 31 December 2023
988
-
988
-
-
-
-
-
395
395
Level 1
£’000
Level 3
£’000
-
988
-
988
395
-
(395)
-
988
-
988
395
395
Total
£’000
395
988
(395)
988
There were no transfers of assets between levels for recurring fair value measurements during the year. The Lanstead Agreement
is considered to be a level 1 financial instrument as its value is determined based solely on the Company’s share price on the AIM
Market of the London Stock Exchange. The Group has no level 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.
Director’s opinion about recoverability.
Oriole Resources PLC
Page
72
Notes to the financial statements (continued)
14. 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
Bad debt provision
Loans
Loan note (see below)
Prepayments and other current assets
Total
Non-current
Current
Total
Non-current assets
Group
2023
£’000
326
(326)
94
-
38
132
-
132
132
2022
£’000
372
(326)
109
440
41
636
440
196
636
Company
2023
£’000
-
-
-
-
38
38
-
38
38
2022
£’000
41
-
-
440
40
521
440
81
521
In the prior year, the non-current asset reflected the loan note for $530,806 (2022: £440,000) repayable by Thani Stratex Djibouti
Limited in accordance with a loan note instrument dated 14 November 2019. Full provision has been made against this asset in 2023.
$425,000 of a success-based payment due from Anadolu Export Maden Sanayi ve Ticaret A.S. is past due, and has been fully
provided against in these, and the prior year, financial statements.
15. Cash and cash equivalents
Cash at bank and on hand
Short-term deposits
Total
Group
2023
£’000
96
18
114
2022
£’000
478
29
507
Company
2023
£’000
94
-
94
2022
£’000
420
-
420
16. Currency risk
The Group’s exposure to foreign currency is as follows:
Oriole Resources PLC
Page
73
Notes to the financial statements (continued)
GBP £’000
US$
Euro
Turkish Lira
US$
Euro
Turkish Lira
2023
2022
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
-
-
(5)
(5)
-
19
(56)
(37)
-
18
-
18
41
-
(2)
39
5
58
(75)
(12)
-
30
(1)
29
1.2747
1.1539
37.6479
1.2039
1.1277
22.5344
£’000
£’000
£’000
£’000
£’000
£’000
(2)
2
(8)
8
4
(4)
6
(6)
(2)
2
7
(7)
17. Share capital and share premium
Group and Company
Ordinary shares Deferred shares Share premium
At 1 January 2023
Issued during the year
Expenses of share issue
At 31 December 2023
Number of
Ordinary shares
issued
2,723,341,840
1,141,197,165
l,
-
3,864,539,005
£’000
2,723
1,141
-
3,864
£’000
4,206
-
-
4,206
£’000
24,980
1,003
(179)
25,804
Total
£’000
31,909
2,144
(179)
33,874
Analysis of cash received during the year from share issues:
Group and Company
Issued as a placing for cash
Issued in lieu of salary
Issue of shares under Lanstead agreement
(deferred cash proceeds, see note 27)
Share issue costs
Number of
Ordinary shares
issued
115,000,000
12,497,165
1,013,700,000
-
1,141,197,165
l,
Cash
Non-cash
Total
£’000
196
-
128
(21)
303
£’000
-
21
1,799
(158)
1,662
£’000
196
21
1,927
(179)
1,965
During the year the Company raised capital by way of an equity placing upon six occasions:
• On 13 July 2022 the Company issued 115,000,000 Ordinary 0.1p shares at a price of 0.17p per share.
• On 1 August 2023 the Company issued 1,013,700,000 Ordinary 0.1p shares at a notional price of 0.19p under the
•
Lanstead Agreement (see note 27).
Between 4 January 2023 and 12 May 2023 shares were issued to the Directors in lieu of salary on three occasions,
covering four months of salary sacrifice. The number of shares to be issued was based on the net pay forgone, converted
to shares at the 30-day volume weighted price of the Ordinary shares (‘30-day VWAP’) at the end of the month of salary
sacrifice:
o On 4 January 2023 2,725,021 shares were issued based on a share price of 0.1558p;
Oriole Resources PLC
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Notes to the financial statements (continued)
o On 20 April 2023 7,655,885 shares were issued based on a share price of 0.17p;
o On 12 May 2023 2,116,259 shares were issued based on a share price of 0.205p.
The Ordinary shares have a nominal value of 0.1p and all shares have been fully paid.
At the 2018 Annual General Meeting 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.
18. 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
Weighted average number of ordinary shares in issue
2023
£’000
(2,221)
2022
£’000
(1,616)
3,235,543,451
2,173,550,827
Basic and diluted loss per share from continuing operations (pence per share)
(0.07)
(0.07)
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 2023 there were 264,526,245 (2022: 87,526,245) share options and 188,888,888 (2022: 188,888,888) 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.
19. 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 2023, the Company had in issue 242,671,892 (2022: 74,671,892) options to Group employees granted under the
Enterprise Management Incentive scheme and 17,290,446 (2022: 8,290,446) options to Group employees granted under the
unapproved scheme. In addition, there are 4,563,907 (2022: 4,563,907) 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 options granted to
Directors in 2020, 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 £182,000 (2022: £8,000). The Group has no legal or
constructive obligation to repurchase or settle the options in cash.
The share options issued in 2023 have been valued at 0.13 pence each under the Black Scholes valuation methodology, based upon
an exercise price of 0.19 pence, a discount rate of 12%, the exercise of 0.20 pence and a volatility rating of 76%, based upon the
standard deviation of the share price over the 12 months prior to issue of the option.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
Oriole Resources PLC
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Notes to the financial statements (continued)
Group and Company
Outstanding at 1 January
Issued
Lapsed
Outstanding at 31 December
Exercisable at 31 December
2023
2022
Weighted
average
exercise price
pence
0.29
0.20
-
0.231
0.238
Number of
options
87,526,245
177,000,000
-
264,526,245
180,826,246
Weighted
average
exercise price
pence
0.27
0.32
0.37
0.29
0.29
Number of
options
81,592,912
6,700,000
(766,667)
87,526,245
76,592,912
The weighted average contractual life of the outstanding options at 31 December 2023 was 8.38 years (2022: 7.32 years).
Details of share options outstanding at 31 December 2023 are as follows:
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
14 March 2022
25 May 2023
Total options outstanding
Share Warrants
Group and Company
Outstanding at 1 January
Issued
Lapsed
Outstanding at 31 December
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
14 March 2032
25 May 2033
Outstanding
31 December
2023
Option
Price
pence
60,000
150,000
198,000
6,000,000
2,000,000
16,183,333
39,884,912
16,350,000
6,700,000
177,000,000
264,526,245
2.7
1.5
2.0
0.9
0.62
0.37
0.10
0.37
0.32
0.20
2023
2022
Weighted
average
exercise price
pence
0.25
-
-
0.25
Number of
warrants
208,385,020
188,888,888
(208,385,020)
188,888,888
Weighted
average
exercise price
pence
0.66
0.25
0.66
0.25
Number of
warrants
188,888,888
-
-
188,888,888
Start date
Life of warrant
Expiry date
13 July 2022
13 July 2025*
Total warrants outstanding
Outstanding
31 December
2023
Warrant
Price
Pence
188,888,888
188,888,888
0.25
0.25
*The Company have the right to force exercise of those warrants in the event the 10-day volume weighted average share price
exceeds 0.6 pence at any time.
Oriole Resources PLC
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Notes to the financial statements (continued)
20. Other reserves
Group
At 1 January 2022
Share based payments
Share options lapsed
Other comprehensive income
At 31 December 2022
Share based payments
Other comprehensive income
At 31 December 2023
Company
At 1 January 2022
Share based payments
Share options lapsed
At 31 December 2022
Share based payments
Other comprehensive income
At 31 December 2023
Merger
reserve
£’000
(485)
-
-
-
(485)
-
-
(485)
Reserve
for FVOCI
assets
£’000
-
-
-
-
-
-
(395)
(395)
Share option
reserve
Translation
reserve
£’000
169
8
(1)
-
176
182
-
358
£’000
1,922
-
-
(100)
1,822
-
36
1,858
Reserve for
FVOCI assets
Share option
reserve
‘£’000
£’000
-
-
-
-
-
(395)
(395)
169
8
(1)
176
182
-
358
Total
£’000
1,606
8
(1)
(100)
1,513
182
(359)
1,336
Total
£.000
£’000
169
8
(1)
176
182
(395)
(37)
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 13 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).
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 13 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
recognised.
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77
Notes to the financial statements (continued)
21. Non-controlling interest
Effect on equity of transactions with non-controlling interests:
Stratex EMC SA
Balance attributable to NCI
At 1 January 2022
Transfer between reserves
Losses for the year
At 31 December 2022
Gain for the year
At 31 December 2023
£’000
(133)
(155)
47
(241)
(48)
(289)
Total
£’000
(133)
(155)
47
(241)
(48)
(289)
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
Profit/(loss) for the year
Cash flows:
Cash flows from operations
Cash flows from funding
Cash flows from investing activities
Cash flows from funding
Cash flows from intercompany funding
Net cash flow
22. 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
Group
2023
£’000
174
120
17
-
296
607
2022
£’000
66
7
29
4
142
248
2023
£’000
5,996
993
(8,939)
(27)
(1,977)
(320)
(79)
-
73
(6)
Company
2023
£’000
173
103
16
-
268
560
2022
£’000
6,135
1,028
(8,798)
(62)
(1,697)
287
(125)
79
52
6
2022
£’000
61
7
28
4
79
179
All financial liabilities, except those for accrued expenses, are stated, where material, at amortised cost.
Oriole Resources PLC
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78
Notes to the financial statements (continued)
23. Cash flow from operating activities
Loss before income tax
Adjustments for:
Issue of share options
Issue of shares in lieu of salary
Depreciation
Write back of intercompany loan
Share of losses and impairment of associates
Impairment of loan receivable
Other Income and deductions
Interest income on intercompany indebtedness
Intercompany management fees
Foreign exchange movements on operating
activities
Changes in working capital, excluding
the effects of exchange differences on
consolidation:
Trade and other receivables
Trade and other payables
Cash used in operations
24. Related party transactions
a) Transactions with non-controlling interests:
Group
2023
£’000
(2,427)
182
21
7
-
-
416
646
-
-
215
49
360
(531)
2022
£’000
(1,972)
7
57
8
-
1,449
-
(5)
-
-
(539)
7
(317)
(1,305)
Company
2023
£’000
(1,867)
182
21
7
-
-
416
652
(35)
(239)
33
44
382
(404)
2022
£’000
(1,094)
7
57
8
(264)
657
-
(28)
(243)
(47)
(6)
(309)
(1,262)
During the year the Company spent £Nil` (2022: £Nil) with Minexia Limited, a company in which Tim Livesey and Robert Smeeton
have 10.35% 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 £123,000 (2022: £149,000) to its subsidiaries and charged its
subsidiary companies £239,000 (2022: £243,000) for the provision of management services. The total net receivable from
subsidiaries at 31 December 2023 was £3,779,000 (2022: £3,417,000).
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.
25. Contingencies and capital commitments
There are no contingencies or capital commitments at 31 December 2023.
26. 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.
27. Financial assets at fair value through the Profit and Loss Account
On 1 August 2023 the Company arranged a conditional subscription to raise £1.767 million following the issue of 930 million new
shares at 0.19 pence per share to Lanstead Capital Investors L.P. (‘Lanstead’). The Company entered into an equity swap price
mechanism (the ‘Sharing Agreement’) with Lanstead for these shares, with consideration payable on a monthly basis over a period of
24 months. The Company also issued 83.7 million shares to Lanstead in consideration for the equity swap agreement.
The consideration due from Lanstead has been treated as a derivative financial asset and its fair value has been determined by
reference to the Company’s share price at the balance sheet date as measured against a benchmark price of 0.253 pence per share.
Oriole Resources PLC
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79
Notes to the financial statements (continued)
If the actual share price exceeds the benchmark price during any of the 24 settlement months, the Company will receive more than
100% of the monthly settlement due. Should the share price fall below the benchmark price, the Company will receive less than 100%
of the expected monthly settlement on a pro rata basis.
Group and Company
Value recognised on 1 August 2023
Capital repayments
Fair value adjustment at year end
Recategorisation
Fair value recognised at 31 December 2023
28. Investment in equity-accounted associates
At 1 January
Share of losses and impairment provision
At 31 December
2023
2022
Total Non-current
assets
Current
assets
Total Non-current
assets
Current
assets
£’000
1,767
(127)
(652)
-
988
£’000
883
-
(194)
(294)
395
£’000
884
(127)
(458)
294
593
£’000
-
-
-
-
£’000
-
-
£’000
-
-
-
-
-
-
Group
2023
£’000
-
-
-
2022
£’000
1,449
(1,449)
-
Company
2023
£’000
-
-
-
2022
£’000
657
(657)
-
The Company's 24.92% shareholding interest in Thani Stratex Resources Limited ("TSRL") was included in the consolidated financial
statements using the equity accounting method. On 31 December 2022, TSRL relinquished the Hodine licence in Egypt, the company’s
only operational asset. Consequently, full provision for impairment was made in the prior year financial statements.
29. Subsequent events
Subsequent to the year end:
•
•
•
•
the Group completed two agreements with BCM International Limited which provided total funds of $1.5m to the Group and
allow BCM to earn-in to 50% of both the Bibemi and Mbe projects in Cameroon by funding $4m of exploration work on
each licence;
the Directors collectively exercised 17,444,445 of the outstanding warrants over ordinary shares;
the Group announced an updated Inferred JORC-compliant Mineral Resource Estimate ('MRE' or the 'Resource') of
375,000 Troy ounces ('oz') grading 2.30 grammes per tonne ('g/t') gold ('Au') for Bakassi Zone 1, one of four prospects at
its 82.2%-owned Bibemi orogenic gold project ('Bibemi' or the 'Project') in Cameroon, and
the Group reported that, in respect of its Senala project in Senegal, its JV-partner, Managem has confirmed expenditure
over the 6 years of an earn-in agreement of $5.8M, so securing a 59% interest in the Senala project.
Oriole Resources PLC
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Advisors & Offices
Nominated adviser
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
SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox Street
London
W1S 2PP
Group Solicitors
Gowling WLG (UK) LLP
4 More London
Riverside
London
SE1 2AU
Bankers
Lloyds TSB Bank plc
High Street
Slough
Berkshire,
SL1 1DH
Registered Office
Wessex House
Upper Market Street
Eastleigh
Hampshire,
SO50 9FD
UK Exploration Office
Oriole Resources PLC
Wessex House
Upper Market Street
Eastleigh
Hampshire,
SO50 9FD
Turkish Office
Stratex Madencilik Sanayi ve Ticaret Ltd. Sti.
Mustafa Kemal Mahallesi 2152.Cadde Kent İş Merkezi
No:2/17 Çankaya Ankara
Turkey
West Africa Office
Stratex EMC SA
c/o SCP Geni & Kebe
47 Bd de la République
Dakar
Senegal
Oriole Resources PLC
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81
Glossary
Term
Au
breccia
Cu
cut-off
dyke
felsic
g/t
granite
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 resources statement. It must comply with JORC
requirement 19: “reasonable prospects for eventual economic extraction”. 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 inclined 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.
hydrothermal
solution
igneous
Indicated
Resource
Greenstone belt 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 of 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.
A term used to describe rocks that have solidified from lava or magma.
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 contains an abundance of ‘dark
coloured’ minerals such as olivine, amphibole, pyroxene, and biotite. Also defined by a silica
content of between 45 and 52%.
Inferred
Resource
Limestone
mafic
JORC
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Glossary
metamorphic
metasediment
Mineral
Resource
Moz
orogenic
deposits
gold
oxide gold
oxide zone
oz
porphyry
schist
sedimentary
Shear zone
silica
sulphide gold
sulphide zone
tonalite
tonne (t)
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.
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.
Million troy ounces.
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
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 general term 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.
Unweathered 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.
1 million grammes.
Oriole Resources PLC
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Oriole Resources PLC
www.orioleresources.com