The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR.  Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Oriole Resources PLC

("Oriole" or the "Company")

Placing to Raise £1.8 million

Additional Retail Offer to Raise up to £0.2 million

Oriole Resources PLC (AIM: ORR), the AIM quoted gold exploration company focused on West and Central Africa, is pleased to announce that it has conditionally raised £1.8 million before expenses  through the issue of, in aggregate, 750,000,000 new ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares" and such 750,000,000 Ordinary Shares being the "Placing Shares") at a price of 0.24 pence per share (the "Placing Price").  The Placing Price is equal to the bid-price of the Company's ordinary shares at close of market on 13 November 2025. 

The Placing comprises a £1.68 million placing undertaken by Shard Capital Partners LLP ("Shard") as Placing Agent to the Company and a direct subscription with the Company, for in aggregate £0.12 million, by certain Directors and associated parties including Greenwood Capital Partners Limited, the Company's investment research provider.

The Company is pleased to announce that the placees include the RAB Capital Group ('RAB Capital') which has taken 13.3% of the placing and will hold approximately 2.1% of the Company at Admission.

The Placing proceeds will be used to advance the Company's assets in Cameroon during the 2025/26 field season and will, more specifically, provide capital for a step out drilling programme at the MB01-S deposit (following completion of the fully funded MB01-N target drill programme, as announced on 5 November 2025), focus on extensive exploration work in the Eastern Central Licence Package, and enable the completion of technical studies in support of the Company's application for an exploitation licence at the Bibemi project.

The Company is intending to raise up to a further approximately £0.20 million, through the issue of up to 83,333,333 new Ordinary Shares (the "Offer Shares"), by way of a retail offer (the "Offer") via the Winterflood Retail Access Platform ("WRAP"), details of which will shortly be announced separately.  Any additional funds raised via the Offer will provide the Company with additional working capital.

Each participant in the Placing and the Offer will be issued warrants ("Warrants") to subscribe for new Ordinary Shares ("Warrant Shares") on the basis of one Warrant for each Placing Share subscribed for excercisable at 0.36 pence each.

Highlights

·    £1.8 million conditionally raised (before expenses) in the Placing, including a direct subscription with the Company for in aggregate £0.12 million by certain Directors and associated parties including Greenwood Capital Partners Limited, the Company's investment research provider.

·    The Placing proceeds will primarily be used to advance the Company's exciting exploration assets in Cameroon:

o  Step-out diamond drilling programme planned for MB01-S to test the southern extension of the recently announced Mineral Resource Estimate ("MRE");

o  Infill soil sampling campaigns planned for the Ndom, Pokor and Tenoukou licences within the Eastern CLP to follow up the successful regional stream sediment and soil sampling programmes in 2021/22;

o  Funding of technical studies at Bibemi in support of the exploitation licence application submitted in June 2024 and expected to be awarded in the first half of 2026.

·    In aggregate, 750,000,000 Placing Shares will be issued at the Placing Price.  The Placing Price is equal to the bid-price of the Company's ordinary shares at close of market on 13 November 2025.

·    The Company intends to raise up to a further approximately £0.20 million, by way of a WRAP Offer further details of which will be announced shortly.

·    Warrants to subscribe for Warrant Shares will be granted to each participant in the Placing and Offer, with one Warrant to be issued for every Placing Share and Offer Share subscribed.  The Warrants will have an exercise price of 0.36 pence per Warrant Share, an expiration of 2 years and will be subject to an accelerator mechanism if the volume average weighted price per Ordinary Share exceeds 0.60 pence over a 10 day period (the "10 day VWAP") during the Warrant term.  Detailed terms are outlined in the Further Details section below.

·    RAB Capital will become a shareholder in the Company having taken 13.3% of the Placing and will hold approximately 2.1% of the Company at Admission.

·    The Placing and Offer are being undertaken using authorities granted to the directors to issue new Ordinary Shares at the Company's annual general meeting held on 25 June 2025.

·    Immediately following the Placing, the Directors will collectively hold approximately 6.7% of the issued share capital of the Company.

Oriole CEO, Martin Rosser, said:

"As we approach the end of 2025, we can already look back on a year of considerable achievement.  Firstly at Bibemi, with 460,000oz reported in the JORC Indicated and Inferred categories, Preliminary Economic Assessment (PEA) modelling in progress and the exploitation licence application negotiations set to gear up shortly.  Secondly, at Mbe where we reported an excellent maiden MRE of 870,000oz of contained gold in the JORC Inferred category for the MB01-S deposit. 

"With the recent announcement of the completion agreement with BCM and today's Placing, the Company is in excellent financial health.  Accordingly, we have appropriate funding for a busy and important work schedule planned for our Cameroon projects.  Firstly, with the objective of adding JORC MRE resources quickly at Mbe, through the drilling of the MB01-N prospect, which is planned to commence in December 2025 and targeted to conclude in late Q1-2026.  This programme is designed to convert the existing Exploration Target, with a range of 370,000oz to 605,000oz of contained gold, into JORC Resources.  Further details on the planned programme will be announced shortly.

"In addition, for 2026 we are now well financed to undertake a significant additional programme of work including a proposed step-out drilling programme at MB01-S, which is open in all directions.  In the highly prospective Pokor, Ndom and Tenekou licences within the Eastern Central Licence Package, in close vicinity of Mbe and in the same major regional geological trend, we will also conduct surface sampling over selected targets.  We have a 90% interest in these licences and our objective is to find another Mbe.

"The funding will also enable us to complete more advanced technical design studies to support the Company's application for an exploitation licence.

"We are excited about the potential to add substantial value at all of our Cameroon projects and to intensify our focus on achieving a significant market valuation rerating for the Company based on the existing fundamentals and anticipated successful progress."

Background and Reasons for the Placing

Oriole is focused on the exploration for and the potential development of economic mineral deposits, principally gold.  The Company is focused on developing its assets in Cameroon, where it believes the opportunity exists for a new gold mining district.

The Company's two most advanced projects are the Mbe and Bibemi projects in Cameroon.

At Mbe, the Company has published a JORC Inferred MRE of 870,000oz at 1.09g/t Au for the MB01-S zone (the "MB01-S MRE"), and an Exploration Target[1] range of 15 to 20Mt at a grade of 0.77 to 0.94g/t Au for 370,000oz to 605,000oz contained gold for the MB01-N zone. 

The Company has also reported a Resource of 460,000oz contained gold at 2.06g/t Au in the JORC Indicated and Inferred categories at its 90% owned Bibemi project, where it has applied for an exploitation licence. 

In January 2024, the Company signed two Earn-In Agreements with BCM International ("BCM") in relation to the Mbe and Bibemi projects (see announcements dated 5 January and 19 January 2024), whereby BCM could earn a 50% interest in both projects by meeting certain commitments, including US$4 million in exploration expenditure at each project within two years, and future resource-linked, success-based payments.  In addition to these projects, the Company has 90% ownership of four further licences (the "Eastern CLP") which are adjacent to Mbe and are prospective for gold.

As announced on 5 November 2025, Oriole and BCM have signed a Completion Agreement to formalise the outstanding exploration programmes and expenditure commitments under those Earn-In Agreements.

Under the terms of the Completion Agreement, BCM will fund a planned 2,950m diamond drilling programme at the Mbe project, expected to commence in December 2025, which will focus on converting the existing MB01-N Exploration Target into JORC Resources, expected to be announced in Q2-2026, and provide funds for further metallurgical test work at Bibemi.

The proceeds of the Placing will primarily be used to:

·    Provide working capital for a follow up diamond drilling programme at the MB01-S target on the Mbe licence.  This step out drilling programme is planned to explore the southern extent of the MB01-S deposit and is expected to add additional ounces to the global Resource for the MB01 prospect.  An updated MRE is anticipated in Q2-2026;

·    Undertake soil sampling programmes on the Pokor, Tenekou and Ndom (Eastern CLP) licences to follow up the regional stream sediment sampling that confirmed gold anomalism (up to 291 parts per billion) in multiple drainage basins and the regional soil sampling that identified several multi-kilometre gold-in soil anomalies;

·    Enable further technical studies at the Bibemi project to support the Company's application for an exploitation licence.  Work to secure the exploitation licence is underway with a targeted completion date of Q2-2026; and

·    Provide working capital funding to meet general and administrative expenses.

Further Details on the Placing and the Placing Agreement

The Company has conditionally raised £1.8 million before expenses through the issue of 750,000,000 Placing Shares at the Placing Price.  The Placing comprises a broker-led placing of 698,291,667 Placing Shares and direct subscriptions with the Company for 51,708,333 Placing Shares.  The Placing Price is equal to the bid-price per Ordinary Share at close of market on 13 November 2025.

The Company has entered into a placing agreement with Shard under which Shard has agreed to use its reasonable endeavours to procure placees for 698,291,667 Placing Shares at the Placing Price.  The Placing has not been underwritten. 

The Placing Agreement contains certain customary warranties in favour of Shard given by the Company with respect to its business and certain matters connected with the Placing.  In addition, the Company has given customary indemnities to Shard in connection with the Placing and its performance of services in relation to the Placing.  Shard has the right to terminate the Placing Agreement in specified circumstances.

The Warrant Shares will also be issued to each subscriber in the Placing, with one Warrant to be issued for every one Placing Share subscribed for, for a total of 750,000,000 Warrants.  The Warrants will have an exercise price of 0.36 pence per Warrant Share and an expiration date of 2 years from the date of the issue of the Placing Shares.  The Warrants will also be subject to an accelerator provision, such that if at any time during the 2 year duration of the Warrants the 10 day VWAP of the Ordinary Shares exceeds 0.60 pence, the Company may give Warrant holders notice to exercise their Warrants within 10 business days following the Company's notice and to pay the exercise price in full within 15 business days following the Company's notice, failing which the Warrants will automatically expire.  The Warrants are subject to customary protection provisions.

Directors' participation in the Placing

The following directors of the Company ("Directors") have subscribed for shares in the Placing as follows:

Further information on these dealings are included in the PDMR dealing notifications below.

Following the Placing, the Directors will collectively hold approximately 6.70% of the issued share capital of the Company as outlined in the above table.

Related Party Transactions

The participation in the Placing by the Directors, as set out in the above table, is deemed to be a related party transaction pursuant to the AIM Rules for Companies (the "AIM Rules").

The Director independent of the participation in the Placing (being David Pelham) considers, having consulted with the Company's nominated adviser, Strand Hanson, that the terms of the Directors' participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Admission and Dealings of the Placing Shares

The Placing Shares will be issued as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared on or after the date on which they are issued.

The Placing Shares and, as applicable, any Warrant Shares, are being issued from authorities granted to the directors to issue and allot new Ordinary Shares at the Company's annual general meeting on 25 June 2025.  The issuance of the Placing Shares and Warrant Shares is therefore not subject to any further shareholder approval.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission").  Admission is expected to occur at 8.00 a.m. on or around 28 November 2025.

Total Voting Rights

Following Admission of the Placing Shares, the Company's issued share capital will be 4,667,702,338 Ordinary Shares.  This figure of 4,667,702,338 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Competent Persons Statement

The information in this announcement that relates to the Mineral Resource Estimate and the Exploration Target 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 JORC Code.  Mr Davies consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.  The Company confirms that it is not aware of any new information or data that materially affects the Mineral Resource Estimate or the Exploration Target, and that all material assumptions and technical parameters underpinning the MRE and the Exploration Target continue to apply.

The technical information in this release that relates to Exploration Results and any planned exploration programme has been compiled by Mrs Claire Bay (Executive Director).  Claire Bay (MGeol, CGeol) is a Competent Person as defined in the JORC code and takes responsibility for the release of this information.  Claire has reviewed the information in this announcement and confirms that she is not aware of any new information or data that materially affects the information reproduced here.

Enquires:

Glossary and Abbreviations

Notes to Editors:

Oriole Resources PLC is an AIM-quoted gold exploration company, with projects in West and Central Africa.  It is focused on early-stage exploration in Cameroon.

At its district scale Central Licence Package, the Company has identified multi-kilometre long gold anomalies including at its flagship Mbe project.  At Mbe, the Company has published a JORC Inferred MRE of 870,000oz at 1.09g/t Au for the MB01-S zone, and an Exploration Target range of 15 to 20Mt at a grade of 0.77 to 0.94g/t Au for 370,000oz to 605,000oz contained gold for the MB01-N zone. 

The Company has also reported a Resource of 460,000oz contained gold at 2.06g/t Au in the JORC Indicated and Inferred categories at its 90% owned Bibemi project, where it has applied for an exploitation licence.  BCM International is currently earning up to a 50% interest in the Bibemi and Mbe projects in return for a combined investment of US$1.5 million in signature payments, up to US$8 million in exploration expenditure, as well as JORC resource-based success payments. 

At the Senala gold project in Senegal, AGEM Senegal Exploration Suarl ('AGEM'), a wholly owned subsidiary of Managem Group, has completed a six-year earn-in to acquire an approximate 59% beneficial interest in the Senala Exploration Licence by spending US$5.8 million.  The Company has reported a Resource of 155,000oz contained gold at 1.26g/t Au in the JORC Inferred category for the Faré South prospect, and an additional, complementary Exploration Target range of 17 to 24Mt at a grade of 0.69 to 0.84g/t Au for 380,000 to 650,000oz contained gold for all prospects at Senala.  Discussions on the formation of a joint venture company are currently underway.  The Company also has several interests and royalties in companies operating in East Africa and Turkey that could give future cash payments.

For further information please visit www.orioleresources.com,  @OrioleResources on X

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