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Appendix 3B New Issue Announcement
Orion Minerals NL
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
APPENDIX 3B NEW ISSUE ANNOUNCEMENT
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity
Orion Minerals NL
ABN
76 098 939 274
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of +securities issued or to be Fully paid ordinary shares.
issued
2 Number of +securities issued or to 1. 10,416,666.
be issued (if known) or maximum
number which may be issued
3 Principal terms of the +securities Fully paid ordinary shares.
(e.g. if options, exercise price and
expiry date; if partly paid
+securities, the amount outstanding
and due dates for payment; if
+convertible securities, the
conversion price and dates for
conversion)
4 Do the +securities rank equally in Shares rank equally with all other fully paid
all respects from the +issue date ordinary shares on issue.
with an existing +class of quoted
+securities?
If the additional +securities do not
rank equally, please state:
- the date from which they do
- the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution) or interest payment
- the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
5 Issue price or consideration 2.4 cents per fully paid ordinary share.
6 Purpose of the issue Fully paid ordinary shares issued at an issue price
(If issued as consideration for the of 2.4 cents per share as approved by
acquisition of assets, clearly shareholders at the Company's General Meeting
identify those assets) on 13 December 2017.
Funds will be used to progress the resource
drilling campaign at the Company’s Prieska Zinc-
Copper Project in South Africa, to continue
exploration programs on the Company’s
Northern Cape South African tenements and for
general working capital purposes.
6a Is the entity an +eligible entity that No.
has obtained security holder
approval under rule 7.1A?
If Yes, complete sections 6b – 6h in
relation to the +securities the
subject of this Appendix 3B, and
comply with section 6i
6b The date the security holder Not applicable.
resolution under rule 7.1A was
passed
6c Number of +securities issued Not applicable.
without security holder approval
under rule 7.1
6d Number of +securities issued with Not applicable.
security holder approval under rule
7.1A
6e Number of +securities issued with Not applicable.
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
6f Number of +securities issued under Not applicable.
an exception in rule 7.2
6g If +securities issued under rule Not applicable.
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+issue date and both values.
Include the source of the VWAP
calculation.
6h If +securities were issued under rule Not applicable.
7.1A for non-cash consideration,
state date on which valuation of
consideration was released to ASX
Market Announcements
6i Calculate the entity’s remaining Rule 7.1 – 182,820,288
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1 Rule 7.1A – Not applicable.
and release to ASX Market
Announcements
7 +Issue dates 19 December 2017.
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata
entitlement issue must comply with the applicable
timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
Number +Class
8 Number and +class of all +securities 1,230,003,768 Fully paid ordinary
quoted on ASX (including the shares
+securities in section 2 if
applicable)
Number +Class
9 Number and +class of all 232,692,294 Convertible notes.
+securities not quoted on ASX
94,321,464 Unlisted options exercisable at $0.0462
(including the +securities in expiring 29 March 2019.
section 2 if applicable)
18,333,333 Unlisted options exercisable at $0.02
expiring 30 November 2020.
18,333,333 Unlisted options exercisable at $0.035
expiring 30 November 2020.
18,333,334 Unlisted options exercisable at $0.05
expiring 30 November 2020.
12,300,000 Unlisted options exercisable at $0.03
expiring 31 May 2022.
12,300,000 Unlisted options exercisable at $0.045
expiring 31 May 2022.
12,300,000 Unlisted options exercisable at $0.06
expiring 31 May 2022.
9,000,000 Unlisted options exercisable at $0.147849
expiring 31 May 2018.
9,000,000 Unlisted options exercisable at $0.247849
expiring 31 May 2018.
9,000,000 Unlisted options exercisable at $0.347849
expiring 31 May 2018.
1,000,000 Unlisted options exercisable at $0.147849
expiring 30 April 2018.
1,000,000 Unlisted options exercisable at $0.247849
expiring 30 April 2018.
1,000,000 Unlisted options exercisable at $0.347849
expiring 30 April 2018.
250,000 Unlisted options exercisable at $0.045
expiring 30 November 2019.
250,000 Unlisted options exercisable at $0.06
expiring 30 November 2019.
2,200,000 Unlisted options exercisable at $0.05
expiring 30 June 2020.
10 Dividend policy (in the case of a Not applicable.
trust, distribution policy) on the
increased capital (interests)
Part 2 - Pro rata issue
Questions 11 to 33 Not Applicable
+See chapter 19 for defined terms
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 Type of +securities
(tick one)
(a) X +Securities described in Part 1
(b) All other +securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Questions 35 to 37 - Not Applicable
Entities that have ticked box 34(b)
Questions 38 to 42 - Not Applicable
Quotation agreement
1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the
+
securities on any conditions it decides.
2 We warrant the following to ASX.
- The issue of the +securities to be quoted complies with the law and is not for an illegal
purpose.
- There is no reason why those +securities should not be granted +quotation.
- An offer of the +securities for sale within 12 months after their issue will not require
disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
- Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any +securities to be quoted and that no-one
has any right to return any +securities to be quoted under sections 737, 738 or 1016F
of the Corporations Act at the time that we request that the +securities be quoted.
- If we are a trust, we warrant that no person has the right to return the +securities to
be quoted under section 1019B of the Corporations Act at the time that we request
that the +securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action
or expense arising from or connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If any information or
document is not available now, we will give it to ASX before +quotation of the +securities
begins. We acknowledge that ASX is relying on the information and documents. We warrant
that they are (will be) true and complete.
Sign here: Martin Bouwmeester
Company Secretary
Date: 19 December 2017
+See chapter 19 for defined terms
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid +ordinary 556,360,091
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following: 55,555,553 23 December 2016
- Number of fully paid +ordinary
securities issued in that 12 month 25,000,000 30 December 2016
period under an exception in rule 7.2
5,555,555 30 December 2016
- Number of fully paid +ordinary
securities issued in that 12 month 54,166,666 14 March 2017
period with shareholder approval
94,321,464 29 March 2017
- Number of partly paid +ordinary
securities that became fully paid in that 125,000,000 9 June 2017
12 month period
Note: 73,000,000 17 August 2017
- Include only ordinary securities here –
other classes of equity securities 144,583,329 3 November 2017
cannot be added 84,583,333 18 December 2017
- Include here (if applicable) the
10,416,666 19 December 2017
securities the subject of the Appendix
3B to which this form is annexed
- It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid Nil
+ordinary securities cancelled during that
12 month period
“A” 1,228,542,657
+See chapter 19 for defined terms
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 184,281,399
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of +equity securities issued 1,461,111 23 December 2016
or agreed to be issued in that 12 month
period not counting those issued:
- Under an exception in rule 7.2
- Under rule 7.1A
- With security holder approval under
rule 7.1 or rule 7.4
Note:
- This applies to equity securities, unless
specifically excluded – not just ordinary
securities
- Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
- It may be useful to set out issues of
securities on different dates as
separate line items
“C” 1,461,111
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 184,281,399
Note: number must be same as shown in
Step 2
Subtract “C” 1,461,111
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 182,820,288
[Note: this is the remaining placement
capacity under rule 7.1]
+See chapter 19 for defined terms
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” Not applicable.
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of +equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
- This applies to equity securities – not
just ordinary securities
- Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
- Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
- It may be useful to set out issues of
securities on different dates as separate
line items
“E”
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
Subtract “E”
Note: number must be same as shown in
Step 3
Total [“A” x 0.10] – “E”
Note: this is the remaining placement
capacity under rule 7.1A
Investors
Errol Smart – Managing Director & CEO
Denis Waddell – Chairman
T: +61 (0) 3 8080 7170
E: info@orionminerals.com.au
JSE Sponsor
Rick Irving
Merchantec Capital
T: +27 (0) 11 325 6363
E: rick@merchantec.co.za
Date: 19/12/2017 08:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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