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Orion announces A$7.7 million (ZAR92.3 million) capital raising
Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
Orion announces A$7.7 million (ZAR92.3 million) capital raising
- Firm commitments received for a Placement to sophisticated and professional investors comprising
approximately 513 million Shares at an issue price of 1.5 cents per Share (ZAR18 cents) to raise ~A$7.7
million (~ZAR92.3) million.
- Funds to be used principally to progress the development of the Prieska Copper Zinc Mine and
permitting and acceleration of infrastructure development for early production in respect of the
Okiep Copper Project and ongoing exploration drilling at Okiep.
- In addition to the Placement, a Share Purchase Plan will be offered to provide eligible shareholders
with the opportunity to subscribe for new Shares in parcels starting from $165 (or ZAR2,000) up to a
maximum of $30,000 (or ZAR365,000) at an issue price of 1.5 cents per Share (ZAR18 cents) to raise
up to A$5 million (or ~ZAR60 million). This will provide existing shareholders with the opportunity to
participate in this capital raise at the same offer price as the Shares issued under the Placement.
Orion's Managing Director and CEO, Errol Smart, commented:
"With our two Bankable Feasibility Studies for Prieska Copper Zinc and Okiep Mines now imminent, and
ongoing drilling recently delivering very impressive copper intersections at Okiep, this capital raise allows work
to continue on preparation for commercial mining and on exploration, while the optimum debt funding
arrangements are negotiated with funding institutions.
"We are particularly pleased to be able to offer an SPP, which allows our exceptionally strong retail
shareholding, that now has more than 22 thousand individual holders, the opportunity to acquire Shares at
the same price to that offered to larger professional institutional investors under the Placement."
Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) is pleased to announce that it has secured firm
commitments for a Placement of new fully paid ordinary shares (Shares) to sophisticated and professional
investors to raise ~A$7.7 million (~ZAR92.3 million) (Placement). Approximately 513 million Shares will be issued
under the Placement, at an issue price of 1.5 cents per Share (ZAR18 cents) 1.
The Company also intends to offer a Share Purchase Plan (SPP) to existing eligible shareholders, providing
existing eligible shareholders with an opportunity to purchase up to A$30,000 of Shares at the same offer price
as the Shares issued under the Placement.
The combined proceeds of the Placement and SPP, together with other funding sources, will enable the
Company to progress the activities set out below in the Use of Funds section, while securing the development
finance for the Prieska Copper Zinc Mine and the New Okiep Mines, being the Company's two key copper
mine development projects.
1 All ZAR amounts referred to in this announcement are based on an AUD:ZAR exchange rate of ~12 as at 28 June 2024.
Placement Details
The Placement to sophisticated and professional investors, which is being conducted pursuant to Section
708A of the Australian Corporations Act 2001 (Cth), comprises the issue of approximately 513 million Shares at
an issue price of 1.5 cents (ZAR18 cents) per Share. The issue of these Shares falls within Orion's 15% capacity
for issues of equity securities without shareholder approval afforded by ASX Listing Rule 7.1.
The Placement is expected to be completed on or around 16 July 2024.
Orion has been supported in South Africa by a local advisor and Orion has agreed to pay a fee to the local
advisor of 5% of the proceeds raised in the Placement from certain South African resident investors.
Use of Funds
Orion intends to apply the funds raised from the Placement and SPP, principally to:
• progress the development of the Company's Prieska Copper Zinc Mine, including the ongoing mine
dewatering, access development, concentrator plant and tailing storage facility procurement and
construction and general operational readiness works;
• permitting and acceleration of infrastructure development for early production in respect of the Okiep
Copper Project;
• advance mineral resource expansion and exploration on the Company's prospecting and mining rights;
• maintain all the Company's prospecting rights, to ensure timely applications for mining rights are
submitted for projects in the Northern Cape of South Africa and related activities; and
• for general working capital purposes.
Share Purchase Plan
In addition to the Placement, Orion is pleased to announce a SPP to provide existing eligible shareholders an
opportunity to increase their shareholding and subscribe for up to A$30,000 worth of Shares in the Company
at the same offer price as the Shares issued under the Placement. The SPP is being conducted under an
Australian regulation which allows Eligible Shareholders the opportunity to subscribe for Shares up to a
maximum of A$30,000, irrespective of current shareholdings.
The Company is offering existing eligible shareholders being those shareholders with a registered address in
Australia, New Zealand, South Africa, the European Union (Germany and Netherlands), Jersey (Channel
Islands), United Kingdom, Mauritius and Singapore that held Orion shares as at 7.00pm (Melbourne time) on
28 June 2024 (Record Date) (Eligible Shareholders) the opportunity to purchase Shares under the SPP. The
application for SPP shares will be capped at the statutory maximum of A$30,000 per Eligible Shareholder,
across all holdings. The Company is seeking to raise up to A$5 million (or ~ZAR60 million) under the SPP,
however the Board reserves the right to determine the final amount raised under the SPP and may accept
oversubscriptions or scale back any application at Board's discretion.
Details of the SPP
The Company expects that the SPP will open for applications on 5 July 2024 (Orion is expecting to release the
SPP booklet to the ASX on this date) and is expected to close for applications at 7:00pm (Melbourne time) on
23 July 2024.
Under the SPP, each Eligible Shareholder will be entitled to apply for parcels of new Shares from a minimum
parcel of A$165 (or ZAR2,000) up to a maximum of A$30,000 (or ZAR365,000) without incurring brokerage or
transaction costs. The issue price will be 1.5 cents per Share (being ZAR18 cents), being the same price paid
by investors under the Placement (see above). This represents a 1.7% discount to the volume weighted
average price (VWAP) of the Company's Shares trading on the ASX and a 16.1% discount to the VWAP of the
Company's Shares traded on the Johannesburg Stock Exchange (JSE), each during the 5 trading days
immediately prior to the date on which the Offer was announced and a 15% discount to the combined VWAP
of the Company's Shares on the ASX and JSE during the 10 trading days immediately prior to the
announcement date of the SPP2 2.
The Company will issue up to ~333.33 million SPP Shares under the SPP at an issue price of 1.5 cents per Share
(ZAR18 cents). The Company is seeking to raise up to A$5.0 million (or ~ZAR60 million) from the issue of SPP
Shares. The Board, however, reserves the absolute discretion to determine the final amount raised under the
SPP and may accept oversubscriptions or scale back any application at Board's discretion. The Board intends
that any scale back will be applied on a pro-rata basis, having regard to the application size of individual
applicants.
All SPP Shares will be quoted on either the ASX or JSE (for South African Eligible Shareholders) and will rank
equally with other fully paid ordinary shares on issue. The SPP Shares will be issued in compliance with ASX
Listing Rule 7.2, exception 5 and will not utilise the Company's placement capacity under ASX Listing Rule 7.1.
No shareholder approval is necessary in respect of the Shares issued under the terms of the SPP.
The SPP booklet containing further details of the SPP and application forms is expected to be released to ASX
on or around 5 July 2024. Eligible Shareholders should read the SPP booklet before deciding whether to
participate in the SPP. An indicative timetable for the SPP is set out below. The Company reserves the right to
vary the terms of the SPP without notice.
SPP Important Dates 1
Record Date (Melbourne time) 7:00pm on 28 June 2024
Share Purchase Plan offer opens (estimated) 5 July 2024
Share Purchase Plan offer closes (Melbourne time) 7:00pm on 23 July 2024
Share Purchase Plan allocation announcement and Scale-back (if any) 29 July 2024
Issue date for SPP Shares 30 July 2024
Quotation of new SPP Shares 31 July 2024
Dispatch of holding statements for SPP Shares 5 August 2024
1 The timetable is indicative only and Orion may vary any of the above dates in its absolute discretion at any
time, subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws, by lodging
a revised timetable with the ASX and the JSE. Orion reserves the right to close the SPP early or to accept late
applications, in its sole and absolute discretion, should it be considered necessary to do so, by making an
announcement to ASX. The commencement and quotation of shares offered under the Placement or the
SPP is subject to confirmation from ASX.
Appendix 3B filings for the proposed issue of Shares will follow this announcement.
For and on behalf of the Board.
Errol Smart
Managing Director and CEO
1 July 2024
2 Discount represents a combined discount to the VWAP of the Company's Shares on ASX and JSE.
ENQUIRIES
Investors Media JSE Sponsor
Errol Smart – Managing Director & CEO Nicholas Read Monique Martinez
Denis Waddell – Chairman Read Corporate, Australia Merchantec Capital
T: +61 (0) 3 8080 7170 T: +61 (0) 419 929 046 T: +27 (0) 11 325 6363
E: info@orionminerals.com.au E: nicholas@readcorporate.com.au E: monique.martinez@merchantec.com
Disclaimer
This release may include forward-looking statements. Such forward-looking statements may include, among other things,
statements regarding targets, estimates and assumptions in respect of metal production and prices, operating costs and
results, capital expenditures, mineral reserves and mineral resources and anticipated grades and recovery rates, and are
or may be based on assumptions and estimates related to future technical, economic, market, political, social and other
conditions. These forward-looking statements are based on management's expectations and beliefs concerning future
events. Forward-looking statements inherently involve subjective judgement and analysis and are necessarily subject to
risks, uncertainties and other factors, many of which are outside the control of Orion. Actual results and developments
may vary materially from those expressed in this release. Given these uncertainties, readers are cautioned not to place
undue reliance on such forward-looking statements. Orion makes no undertaking to subsequently update or revise the
forward-looking statements made in this release to reflect events or circumstances after the date of this release. All
information in respect of Exploration Results and other technical information should be read in conjunction with
Competent Person Statements in this release (where applicable). To the maximum extent permitted by law, Orion and
any of its related bodies corporate and affiliates and their officers, employees, agents, associates and advisers:
• disclaim any obligations or undertaking to release any updates or revisions to the information to reflect any change
in expectations or assumptions;
• do not make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of
the information in this release, or likelihood of fulfilment of any forward-looking statement or any event or results
expressed or implied in any forward-looking statement; and
• disclaim all responsibility and liability for these forward-looking statements (including, without limitation, liability for
negligence).
Date: 01-07-2024 08:05:00
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