Wrap Text
Tembo Exercises Top-Up Right And Appendix 3
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
Tembo Exercises Top-Up Right And Appendix 3B
- Private equity group Tembo Capital confirms its continued support of Orion
through subscribing for $1.44M in Shares in Orion allowing it to maintain its
19.99% holding in Orion.
- Tembo Capital’s Share subscription has enabled Orion to reduce the balance
of the Tembo Capital Loan Facility.
Orion Minerals NL (ASX/JSE: ORN) is pleased to advise that mining focused, private
equity group Tembo Capital Mining Fund II LP and its affiliated entities (Tembo
Capital), has confirmed its continued support of Orion through subscribing for ordinary
fully paid shares (Shares) in Orion, allowing Tembo Capital to maintain its 19.99%
holding in the Company.
Orion announced on 12 April 2017 that it had entered a formal placement agreement
in respect of a placement and strategic relationship with Tembo Capital, pursuant to
which Tembo Capital was granted an anti dilution right to maintain its percentage
holding in Orion where the Company conducts subsequent equity raisings (Top-up
Right). Tembo Capital’s interest in Orion was diluted as a result of recent capital
raisings totalling $5.75M (Capital Raisings). Pursuant to the Top-up Right, Orion offered
Tembo Capital the right to subscribe for up to 60,000,000 Shares, which would allow
Tembo Capital to maintain its 19.99% holding in Orion (Top-up Shares) at an issue price
of 2.4 cents (which is the same issue price as the Shares offered under the Capital
Raisings).
Orion announced on 18 August 2017 that it had entered into a loan facility agreement
with Tembo Capital, pursuant to which Tembo Capital has advanced funds to Orion
(Loan Facility). On 29 December 2017, Orion issued 60,000,000 Shares in the Company
at an issue price of 2.4 cents per Share to raise $1,440,000 and the amount raised has
been used to reduce the balance of the Loan Facility. The issue of Shares to Tembo
Capital was approved by shareholders at a meeting held on 13 December 2017.
Please find attached an Appendix 3B relating to the issue of the Shares.
Denis Waddell
Chairman
Denis Waddell
Chairman
2 January 2018
About Tembo
Tembo is a private equity group targeting junior and mid-tier mining investment
opportunities in developing countries. Tembo has technical and financial experience
with in-house expertise in the fields of geology, mine engineering, metallurgy, mining
finance and private equity. This experience, coupled with a strong network of
relationships in the mining industry, enables Tembo to add long-term value to its
investments through technical input, strategic guidance, financial structuring advice
and industry introductions. Tembo aims to work collaboratively with its investee
companies through a long term partnership-type approach.
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) 787 955 1355
E: michael.vaughan@fivemark.com.au E: orion@tavistock.co.uk
Suite 617, 530 Little Collins Street
Melbourne, VIC, 3000
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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 60,000,000.
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 pursuant to a
(If issued as consideration for the top up right granted to strategic investor and
acquisition of assets, clearly otherwise on terms approved by shareholders at
identify those assets) the Company's General Meeting held on 13
December 2017.
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
+ See chapter 19 for defined terms.
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 – 191,600,565
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 29 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 1,290,003,768 Fully paid ordinary
quoted on ASX (including the shares
+securities in section 2 if
applicable)
+ See chapter 19 for defined terms.
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
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) +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 +Quotationof 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: 2 January 2018
+ 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 613,376,755
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following: 25,000,000 30 December 2016
• Number of fully paid +ordinary 5,555,555 30 December 2016
securities issued in that 12 month 54,166,666 14 March 2017
period under an exception in rule 7.2
94,321,464 29 March 2017
• Number of fully paid +ordinary
securities issued in that 12 month 125,000,000 9 June 2017
period with shareholder approval 73,000,000 17 August 2017
• Number of partly paid +ordinary
144,583,329 3 November 2017
securities that became fully paid in that
12 month period 84,583,333 18 December 2017
Note: 10,416,666 19 December 2017
• Include only ordinary securities here – 60,000,000 29 December 2017
other classes of equity securities
cannot be added
• 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
Subtract the number of fully paid Nil
+ordinary securities cancelled during that
12 month period
“A” 1,290,003,768
+ See chapter 19 for defined terms.
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 193,500,565
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of +equity securities issued 1,900,000 21 December 2017
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” 1,900,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 193,500,565
Note: number must be same as shown in
Step 2
Subtract “C” 1,900,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 191,600,565
[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
Date: 02/01/2018 09:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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