Wrap Text
Completion of Tranche 1 Share Issue and Lodgement of Appendix 3B
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
COMPLETION OF TRANCHE 1 SHARE ISSUE AND LODGEMENT OF APPENDIX 3B
Orion Minerals Ltd (ASX/JSE: ORN) announced on 25 June 2018 an $11M capital raising at an
issue price of $0.037 per fully paid ordinary share (Share), to be conducted via a placement to
sophisticated and professional investors.
The Company is pleased to advise that Orion’s Black Economic Empowerment Partner in South
Africa has subscribed for an additional $0.25M in Shares which will be added to Tranche 2 of the
placement, at an issue price of $0.037 per Share, being the issue price for Shares issued under
the placement (together the Placement).
It is proposed that the Placement will occur in two stages, being:
- Tranche 1 – 91.6M Shares using the Company’s 15% placement capacity under ASX
Listing Rule 7.1 to raise $3.39M; and
- Tranche 2 – 212.5M Shares to raise $7.86M (subject to shareholder approval, to be
sought at a General Meeting planned to be held in early August 2018).
The Company will also seek shareholder approval at the General Meeting pursuant to ASX Listing
Rule 10.11 to enable the Chairman, Denis Waddell, to subscribe for 6.8M Shares at the same
issue price as the Shares being offered under the Placement to raise $0.25M.
Orion has today issued Tranche 1 Shares, being 91,600,000 Shares in the Company at $0.037
cents per Share, to raise $3.39M.
Proceeds from the Placement will be used principally to finalise the bankable feasibility study on
the Company’s flagship Prieska Zinc-Copper Project, which is scheduled to be completed late
2018 or early 2019. Funds will also be used to continue exploration programs on the Company’s
highly prospective tenements located in the Northern Cape, South Africa and for working capital.
In addition to the Placement, Tembo Capital Mining Fund II LP and its affiliated entities (Tembo
Capital), has confirmed its continued support of Orion through subscribing for $6.4M in Shares,
at an issue price of $0.037 per Share, being the issue price for Shares issued under the Placement
(subject to shareholder approval). 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 $6M
in funds to Orion (excluding capitalised interest and fees) (Loan Facility). Tembo Capital’s Share
subscription will be issued in consideration for reducing the amount re-payable to Tembo Capital
under the Loan Facility.
The issue of the Tranche 1 Shares falls within the 15% capacity for issues of equity securities
without shareholder approval afforded by ASX Listing Rule 7.1.
Please find attached an Appendix 3B relating to the issue of those Shares.
Denis Waddell
Chairman
29 June 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
Suite 617, 530 Little Collins Street
Melbourne, VIC, 3000
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
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. 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).
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 Ltd
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 Fully paid ordinary shares.
to be issued
2 Number of +securities issued or 91,600,000.
to be issued (if known) or
maximum number which may be
issued
3 Principal terms of the Fully paid ordinary shares.
+securities (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 Shares rank equally with all other fully paid
ordinary shares on issue.
in all respects from the +issue
date 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 3.7 cents per fully paid ordinary share.
6 Purpose of the issue Funds will be used principally to progress the
(If issued as consideration for Company’s Prieska Zinc-Copper Project
the acquisition of assets, clearly bankable feasibility study, continue exploration
identify those assets) programs on the Company’s Northern Cape
South African tenements and for general
working capital purposes.
6a Is the entity an +eligible entity No.
that 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 Not applicable.
with security holder approval
under rule 7.1A
6e Number of +securities issued Not applicable.
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
6f Number of +securities issued Not applicable.
under 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 Not applicable.
rule 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 – 565
issue capacity under rule 7.1
and rule 7.1A – complete Rule 7.1A – Not applicable.
Annexure 1 and release to ASX
Market Announcements
7 +Issue dates 29 June 2018.
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 1,481,603,768 Fully paid ordinary
+securities quoted on ASX shares
(including the +securities in
section 2 if applicable)
Number +Class
9 Number and +class of all 232,692,294 Convertible notes.
+securities not quoted on
94,321,464 Unlisted options exercisable at
ASX (including the
$0.0462 expiring 29 March 2019.
+securities in 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.
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 Not applicable.
a 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 +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: 29 June 2018
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 917,420,440
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following: 73,000,000 17 August 2017
• Number of fully paid +ordinary 144,583,329 3 November 2017
securities issued in that 12 month 84,583,333 18 December 2017
period under an exception in rule 7.2
10,416,666 19 December 2017
• Number of fully paid +ordinary
60,000,000 29 December 2017
securities issued in that 12 month
period with shareholder approval
• Number of partly paid +ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
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
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 100,000,000 21 May 2018
period not counting those issued:
91,600,000 29 June 2018
• 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” 193,500,000
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” 193,500,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 565
[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
Date: 29/06/2018 08:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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