Wrap Text
Appendix 5B
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” or “the Company”)
APPENDIX 5B
Mining exploration entity and oil and gas exploration entity quarterly report.
Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/13, 01/09/16
Name of entity
Orion Minerals Ltd
ABN Quarter ended (“current quarter”)
76 098 939 274 March 2018
Consolidated statement of cash flows Current quarter Year to date
$A’000 (9 months)
$A’000
1. Cash flows from operating activities
1.1 Receipts from customers --- ---
1.2 Payments for
(a) exploration & evaluation (2,244) (11,130)
(b) development --- ---
(c) production --- ---
(d) staff costs (375) (949)
(e) administration and corporate costs (1,128) (3,838)
1.3 Dividends received (see note 3) --- ---
1.4 Interest received 2 54
1.5 Interest and other costs of finance paid (183) (549)
1.6 Income taxes paid --- ---
1.7 Research and development refunds --- ---
1.8 Other (provide details if material) --- 3
1.9 Net cash from / (used in) operating activities (3,928) (16,409)
2. Cash flows from investing activities
2.1 Payments to acquire:
(a) property, plant and equipment --- ---
(b) tenements (see item 10) --- ---
(c) investments --- ---
(d) other non-current assets --- ---
2.2 Proceeds from the disposal of:
(a) property, plant and equipment --- ---
(b) tenements (see item 10) --- ---
(c) investments --- ---
Consolidated statement of cash flows Current quarter Year to date
$A’000 (9 months)
$A’000
(d) other non-current assets --- ---
2.3 Cash flows from loans to other entities --- ---
2.4 Dividends received (see note 3) --- ---
2.5 Other (provide details if material) --- ---
2.6 Net cash from / (used in) investing activities --- ---
3. Cash flows from financing activities
3.1 Proceeds from issues of shares --- 8,942
3.2 Proceeds from issue of convertible notes --- ---
3.3 Proceeds from exercise of share options --- ---
3.4 Transaction costs related to issues of shares, --- (193)
convertible notes or options
3.5 Proceeds from borrowings 1,000 7,343
3.6 Repayment of borrowings --- (1,440)
3.7 Transaction costs related to loans and --- ---
borrowings
3.8 Dividends paid --- ---
3.9 Other (provide details if material) --- ---
3.10 Net cash from / (used in) financing activities 1,000 14,652
4. Net increase / (decrease) in cash and
cash equivalents for the period
4.1 Cash and cash equivalents at beginning of
period 4,576 3,405
4.2 Net cash from / (used in) operating activities (3,928) (16,409)
(item 1.9 above)
4.3 Net cash from / (used in) investing activities --- ---
(item 2.6 above)
4.4 Net cash from / (used in) financing activities 1,000 14,652
(item 3.10 above)
4.5 Effect of movement in exchange rates on cash --- ---
held
4.6 Cash and cash equivalents at end of period 1,648 1,648
5. Reconciliation of cash and cash Current quarter Previous quarter
equivalents $A’000 $A’000
at the end of the quarter (as shown in the
consolidated statement of cash flows) to the
related items in the accounts
5.1 Bank balances 1,648 4,576
5.2 Call deposits --- ---
5.3 Bank overdrafts --- ---
5.4 Other (provide details) --- ---
5.5 Cash and cash equivalents at end of quarter 1,648 4,576
(should equal item 4.6 above)
6. Payments to directors of the entity and their associates Current quarter
$A'000
6.1 Aggregate amount of payments to these parties included in item 1.2 164
6.2 Aggregate amount of cash flow from loans to these parties included in ---
item 2.3
6.3 Include below any explanation necessary to understand the transactions included in items 6.1 and 6.2
Payments to directors and associates were on normal commercial terms. These payments represent director fees and
payments in terms of consultancy agreements with director-related entities.
7. Payments to related entities of the entity and their associates Current quarter
$A'000
7.1 Aggregate amount of payments to these parties included in item 1.2 ---
7.2 Aggregate amount of cash flow from loans to these parties included in ---
item 2.3
7.3 Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2
8. Financing facilities available Total facility amount Amount drawn at quarter
Add notes as necessary for an understanding of at quarter end end
the position $A’000 $A’000
8.1 Loan facilities 7,425 5,985
8.2 Credit standby arrangements --- ---
8.3 Other – Convertible Notes and Redeemable 7,625 7,625
Preference Shares (refer to item 8.4)
8.4 Include below a description of each facility above, including the lender, interest rate and whether it is secured
or unsecured. If any additional facilities have been entered into or are proposed to be entered into after
quarter end, include details of those facilities as well.
Convertible Notes
On 17 March 2017, Orion Minerals Ltd (Company) issued 232,692,294 convertible notes each with a face value of 2.6 cents, raising
$6.05 million (Notes). Key terms of the Notes are as follows:
- Security: secured over certain assets of the Company and its subsidiaries.
- Maturity Date: 17 March 2019.
- Interest: 12% per annum calculated and payable quarterly in arrears.
- Conversion: Noteholders may elect to convert part or all of their Notes at any time prior to the maturity date.
- Conversion Price: 2.6 cents per fully paid ordinary share (Share).
- Early redemption by the Company: Company may elect to redeem all or some of the Notes by notice to the noteholder,
however the noteholder shall have the right, within 14 days of receipt of an early redemption notice from the Company, to
convert the Notes the subject of the early redemption notice into Shares at the Conversion Price.
- Early redemption by the noteholder: noteholders may require the Company to redeem the Notes if an event of default occurs
and the noteholders by special resolution approve the redemption. At any time before the Maturity Date, a noteholder may
elect to redeem and set off some or all of the Notes held by it for the redemption amount as part of an equity capital raising by
the Company permitted by the note deed and in which the noteholder may have a right to participate in (Equity Raising), such
that the redemption amount is set off against the amount payable by the Noteholder to subscribe for securities under the
Equity Raising.
- Redemption amount: the redemption amount is the outstanding facility amount with respect to each Note. If any Notes are
redeemed by the Company within 12 months after their issue, an additional early repayment fee of 5% of the facility amount of
the Notes being redeemed is payable by the Company.
Interest accrued at the end of the quarter was $0.18 million. Further details of the key terms of the Notes are set out in the
Company’s 8 March 2017 ASX release.
Bridge Loan
On 18 August 2017, the Company announced that a $6.0 million bridge loan facility had been agreed with leading mining-focused
private equity group Tembo Capital Mining Fund II LP (Tembo) (Bridge Loan Agreement). Under the terms of Bridge Loan
Agreement, the Company has agreed that it will use best endeavours to undertake a capital raising by 15 December 2017, to raise
additional equity to progress the Prieska Project bankable feasibility study (BFS) and to continue its South African exploration
programs. The Company has also agreed that Tembo will be offered the opportunity to participate in the sub-underwriting of any
rights issue on standard market terms and conditions. The key terms of the Bridge Loan Agreement are:
- Bridge Loan Amount - Up to $6.0 million, available in two $3.0 million tranches;
- Interest - capitalised at 12% per annum accrued daily on the amount drawn down;
- Repayment – repayable on the earlier of 15 December 2017 and the completion of a capital raising(s) whether by way of a pro
rata issue and/ or security purchase plan of Shares and/or a placement or placements of Shares undertaken by the Company
to raise such amount as is required, in Tembo’s reasonable opinion, to progress the Prieska Project BFS, continue exploration
programs at the Company’s South African projects and for working capital (Equity Capital Raising);
- Equity Capital Raising - the Company will use its best endeavours to undertake an Equity Capital Raising before 15 December
2017. The Company shall procure that Tembo (or its affiliate) is offered the right to underwrite or sub-underwrite any pro rata
issue and/or security purchase plan which form part of an Equity Capital Raising, on standard market terms and conditions;
- Set-off under Entitlement Offer – repayment of the Bridge Loan will be set off against the amount to be paid by Tembo for the
issue and allotment of Shares to Tembo under the Equity Capital Raising and/or at Tembo’s election against the underwriting
amount payable by Tembo in respect of any shortfall under any ‘pro rata issue’ which form part of an Equity Capital Raising in
its capacity as underwriter or sub-underwriter. Any surplus amount owing by Tembo after the set-off will be paid by Tembo in
accordance with the terms of the relevant Equity Capital Raising and the underwriting arrangements (as applicable);
- Establishment fee - capitalised at 5% of the Bridge Loan facility amount; and
- Security - the Bridge Loan is unsecured.
On 15 November 2017, the Company announced an amendment had been agreed to the Bridge Loan Agreement with Tembo. The
amendment included an extension to the Bridge Loan Agreement from 15 December 2017 to 31 May 2018 and an increase in the
establishment fee from 5% to 6.67%. For further information refer to the Company’s December 2017 Interim Financial Report.
As at 31 March 2018, $4.56 million had been drawn down against the Bridge Loan facility. Interest accrued at the end of the quarter
was $0.26 million.
Redeemable Preference Shares
A subscription agreement was entered into between Repli Trading No 27 (Pty) Ltd (Repli) (a 73.33% owned subsidiary of Agama
Exploration & Mining (Pty) Ltd (Agama)) and Anglo American Sefa Mining Fund (AASMF) on 2 November 2015. Under the terms of
the agreement, AASMF subscribed for 15,750,000 Repli redeemable preference shares at a subscription price of ZAR1 per
redeemable preference share. The key terms of the agreement are as follows:
- 15,750,000 cumulative redeemable non-participating preference shares;
- Subscription price ZAR15.75 million;
- Dividend rate – prime lending rate in South Africa;
- Dividend payment – dividends accrue annually based on the subscription price. Fifty percent of the dividends which have
accrued and accumulated from the date of issue until 2 years after the Copperton Project mining right (Mining Right) has been
issued shall become due and payable on the scheduled dividend date (approximately 4 years after the issue date). Balance of
the accrued and accumulated dividends to be paid at the relevant redemption date;
- Redemption date is the earlier of 7 years after the issue date or 4 years after the Mining Right has been issued;
- Redemption amount consists of:
o ZAR15.75 million;
o any unpaid and accumulated dividends; and
o Settlement premium based on IRR of 13.5%, taking into account all cash flows from the preference shares in order to get
an overall IRR of 13.5% (IRR is fixed for the duration that the preference shares are outstanding).
- Preference shares are unsecured, but AASMF will hold 26% voting rights in Repli in the event that there is a default on the part
of Repli;
- Funding to principally used for a 12 month exploration program on the NW Oxide Zone and the use the results to update the
scoping study.
On 5 November 2015, AASMF paid the subscription price of ZAR15.75 million (~$1.575 million) to Repli and the preference shares
were issued to AASMF by Repli. As at 31 March 2018, the provision for dividends and settlement premium totalled $0.62 million
(ZAR5.75 million) (effective rate 13.5%). For further information refer to the Company’s December 2017 Interim Financial Report.
AASMF Loan
On 2 November 2015, Repli and AASMF entered into a loan agreement for the further exploration and development of the
Copperton Project. Under the terms of the loan, AASMF shall advance ZAR14.25 million to Repli. The key terms of the agreement
are as follows:
- Loan amount ZAR14.25 million;
- Interest rate will be the prime lending rate in South Africa;
- The disbursement of the loan will be subject to AASMF notifying Repli that it is satisfied with the results of the updated scoping
study;
- Repayment date will be the earlier of 3 years from the date of the advance or on the date which Repli raises any additional
finance for the further development of the Copperton Project; and
- On the advancement of the loan, 29.17% of the shares held in Repli by the Agama group (a wholly owned subsidiary of the
Company), will be pledged as security to AASMF for the performance of Repli's obligations in terms of the loan.
On 1 August 2017, Repli drew down on the AASMF Loan in full (ZAR14.25 million (~$1.425 million). For further information refer to
the Company’s December 2017 Interim Financial Report. Interest accrued at the end of the quarter was $0.10 million.
9. Estimated cash outflows for next quarter $A’000
9.1 Exploration and evaluation (refer to item 8 for details of the 2,500
availability of the Bridge Loan financing facility)
9.2 Development ---
9.3 Production ---
9.4 Staff costs ---
9.5 Administration and corporate costs 600
9.6 Other (provide details if material) ---
9.7 Total estimated cash outflows 3,100
10. Changes in Tenement reference and Nature of Interest at Interest at end
tenements location interest beginning of quarter
(items 2.1(b) of quarter
and 2.2(b)
above)
10.1 Interests in South Africa Prospecting Rights
mining ---
tenements and
petroleum QLD Exploration Licence
tenements ---
lapsed, WA Exploration Licence
relinquished or
---
reduced
VIC Exploration Licence
---
10.2 Interests in South Africa Prospecting Rights
mining NC30/5/1/1/2/11841PR Granted 0% 70.00%
tenements and
petroleum NC30/5/1/1/2/11850PR Granted 0% 74.00%
tenements NC30/5/1/1/2/10032MR Increased 0% 18.50%
acquired or NC30/5/1/1/2/10938PR Increased 0% 18.50%
increased
NC30/5/1/1/2/11010PR Increased 0% 18.50%
NC30/5/1/1/2/816PR Increased 0% 49.00%
QLD Exploration Licence
---
WA Exploration Licence
---
VIC Exploration Licence
---
Compliance statement
1 This statement has been prepared in accordance with accounting standards and policies which
comply with Listing Rule 19.11A.
2 This statement gives a true and fair view of the matters disclosed.
Sign here: ......... ................................................... Date: 30 April 2018
(Company secretary)
Print name: Martin Bouwmeester
Notes
1. The quarterly report provides a basis for informing the market how the entity’s activities have been
financed for the past quarter and the effect on its cash position. An entity that wishes to disclose
additional information is encouraged to do so, in a note or notes included in or attached to this report.
2. If this quarterly report has been prepared in accordance with Australian Accounting Standards, the
definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB
107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in
accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the
corresponding equivalent standards apply to this report.
3. Dividends received may be classified either as cash flows from operating activities or cash flows from
investing activities, depending on the accounting policy of the entity.
30 April 2018
ENQUIRIES
Investors JSE Sponsor
Errol Smart – Managing Director & CEO Rick Irving
Denis Waddell – Chairman Merchantec Capital
T: +61 (0) 3 8080 7170 T: +27 (0) 11 325 6363
E: info@orionminerals.com.au E: rick@merchantec.co.za
Media
Michael Vaughan Barnaby Hayward
Fivemark Partners, Australia Tavistock, UK
T: +61 (0) 422 602 720 T: +44 (0) 207 920 3150
E: michael.vaughan@fivemark.com.au E: orion@tavistock.co.uk
Suite 617, 530 Little Collins Street
Melbourne, VIC, 3000
Date: 30/04/2018 02:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
