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ORION MINERALS NL - Appendix 3B New Issue Annoucement

Release Date: 21/12/2017 09:15
Code(s): ORN     PDF:  
Wrap Text
Appendix 3B New Issue Annoucement

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
       issued                                                Options.


 2     Number of +securities issued or to
       be issued (if known) or maximum                       1,900,000.
       number which may be issued



 3     Principal terms of the +securities
       (e.g. if options, exercise price and                 Unlisted options exercisable at $0.035
       expiry date; if partly paid                          expiring 30 June 2020.
       +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       No
       all respects from the +issue date        The options will not be quoted. Shares to be
       with an existing +class of quoted        issued upon exercise of options will rank equally
       +securities?                             with all other fully paid ordinary shares on issue.

       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             Nil issue price as the options are being issued as
                                                part consideration for services as further
                                                detailed in Item 6.




 6     Purpose of the issue                     The Company has appointed Numis Securities
       (If issued as consideration for the      Limited (Numis) as its corporate advisor. As part
       acquisition of assets, clearly           of the fee payable to Numis, the Company is
       identify those assets)                   issuing the 1,900,000 options to Numis.



 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 – 180,920,288
       issue capacity under rule 7.1 and       Rule 7.1A – Not applicable.
       rule 7.1A – complete Annexure 1
       and release to ASX Market
       Announcements

 7     +Issue dates                                          21 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.

                                                  1,900,000    Unlisted options exercisable at $0.035
                                                               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:      21 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


  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        1,900,000     21 December 2017
  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
                                                 3,361,111
  “C”

  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
                                                 3,361,111
  Subtract “C”
  Note: number must be same as shown in
  Step 3
                                                 180,920,288
  Total [“A” x 0.15] – “C”
                                                 [Note: this is the remaining placement
                                                 capacity under rule 7.1]

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                                                 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) 787 955 1355
E: michael.vaughan@fivemark.com.au                       E: orion@tavistock.co.uk

Date: 21/12/2017 09:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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