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Notice of General Meeting
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”)
NOTICE OF GENERAL MEETING
NOTICE OF GENERAL MEETING to be held on
Friday, 3 August at 3:00 p.m. (AWST) at
RSM Australia Pty Ltd, Level 32, 2 The Esplanade, Perth, Western Australia
and EXPLANATORY MEMORANDUM
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to voting.
Shareholders are advised that the form of proxy is available on Orion's website, www.orionminerals.com.au.
TABLE OF CONTENTS
1. Notice of Meeting 4
2. Explanatory Memorandum 7
- Resolution 1 – Ratification of Prior Issue - IGO Placement.
- Resolution 2 – Ratification of Prior Issue - General Placement 1 Shares.
- Resolution 3 – Approval to Issue Shares - General Placement 2 Shares.
- Resolution 4 – Approval to Issue Shares - Mr Denis Waddell (or nominee).
- Resolution 5 – Approval to Issue Shares - Tembo Placement Shares.
- Resolution 6 – Approval to issue JLM Adviser Options - Petra Capital Pty Ltd and Euroz Securities
Limited.
- Resolution 7 – Approval to Issue Shares - Tembo Bridge Loan Conversion Shares.
- Resolution 8 – Ratification of Prior Issue of Numis Adviser Options - Numis Securities Limited.
- Resolution 9 – Re-election of Mr Mark Palmer.
- Resolution 10 – Re-election of Mr Michael Hulmes.
3. Glossary 16
4. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are entitled to 3:00 p.m. (AWST) Monday, 2
receive the Notice of Meeting July 2018
Wednesday, 4
Posting of Notice of Meeting and announcement on SENS July 2018
Last day to trade for Shareholders on South African Share 3:00 p.m. (AWST) Friday, 27
register in order to be entitled to vote at the Meeting July 2018
Voting record date 5:00 p.m. (AWST) Wednesday, 1
August 2018
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Wednesday, 1
(ASX Share register) August 2018
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Tuesday, 31
(JSE Share register) July 2018
General Meeting 3:00 p.m. (AWST)/ Friday, 3
9:00 a.m. (SA Time) August 2018
TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
The General Meeting of Orion Minerals Ltd (ACN 098 939 274) will be held at 3:00 p.m. (AWST)
(9:00 a.m. SA Time) on Friday, 3 August 2018 at:
RSM Australia Pty Ltd
Level 32, 2 The Esplanade
Perth, Western Australia
Your Vote is Important
The business of the General Meeting affects your shareholding and your vote is important.
Voting in Person
To vote in person, attend the General Meeting on the date and at the place set out above.
Voting by Proxy and Corporate Representatives
To vote by proxy, your Proxy Form must be received by the Company by no later than 3:00 p.m.
(AWST) on Wednesday, 1 August 2018. Proxy Forms can be lodged:
By mail: Link Market Services Limited Link Market Services South Africa (Pty) Ltd
Locked Bag A14 PO Box 4844
Sydney South NSW 1235 Johannesburg, 2000
By facsimile: (+61 2) 9287 0309 Not applicable
By email: Not applicable meetfax@linkmarketservices.co.za
Online: Shareholders may submit their proxy instruction online on the Company’s Share
Registry by visiting www.linkmarketservices.com.au. Select ‘Investor Login’. Refer to
‘Single Holding’ and enter Orion Minerals Ltd or the ASX code (ORN) in the Issuer
Name field, your Security Reference Number (SRN) or Holder Identification Number
(HIN) (which is shown on the front of your proxy form), postcode and Security Code
which is shown on the screen and click ’Login’. Select ‘Vote’ under the ‘Action’ header
and then follow the prompts to submit your proxy online. You will be taken to have
signed your Proxy Form if you lodge it in accordance with the instructions given on
the website.
A Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy,
who need not be a Shareholder of the Company. A proxy may be an individual or a body
corporate. If a Shareholder is entitled to cast two or more votes they may appoint two proxies
and may specify the percentage of votes each proxy is appointed to exercise. If a Shareholder
appoints two proxies and their appointment does not specify the proportion or number of the
Shareholder's votes the proxy may exercise, each proxy may exercise one half of the
Shareholder's votes. If a Shareholder appoints two proxies, neither may vote on a show of hands.
Shareholders and their proxies should be aware that if proxy holders vote, they must cast all
directed proxies as directed, and any directed proxies which are not voted will automatically
default to the Chair, who must vote the proxies as directed.
The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given
by corporations must be executed in accordance with the Corporations Act.
The proxy form and the power of attorney (if any) under which it is signed (or a certified copy of
it) must be received at the Company’s Share Registry at least 48 hours before the
commencement of the General Meeting or any adjournment of that Meeting.
If a representative of a corporate Shareholder or a corporate proxy is to attend the Meeting
pursuant to section 250D of the Corporations Act, a certificate of appointment of the
representative must be produced prior to the admission to the Meeting. A form of certificate of
appointment can be obtained from the Company's registered office.
Voting Entitlements
Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have
determined that the shareholding of each Shareholder for the purposes of ascertaining the voting
entitlements for the General Meeting will be as it appears in the Share register at 5.00 p.m.
(AWST) on Wednesday, 1 August 2018.
Attendance via teleconference
Shareholders may join the Meeting via conference call, however, no voting rights will apply.
Details on how to access the conference call will be available on the Company’s website,
www.orionminerals.com.au.
Notice of General Meeting
Notice is given that the General Meeting of the Shareholders of Orion Minerals Ltd (Company) will be held at RSM
Australia Pty Ltd, Level 32, 2 The Esplanade, Perth, Western Australia on Friday, 3 August 2018 commencing at 3:00
p.m. (AWST).
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at
the General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
Agenda
Resolution 1 – Ratification of Prior Issue of Shares to Independence Group NL
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
100,000,000 Shares, at an issue price of $0.05 each, to Independence Group NL on 21 May 2018 on the
terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Independence Group NL and any
of its associates. However, the Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Resolution 2 – Ratification of Prior Issue – General Placement 1 Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
91,600,000 Shares, at an issue price of $0.037 each, on the terms and conditions set out in the Explanatory
Memorandum.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the
issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Resolution 3 – Approval to Issue Shares – General Placement 2 Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company
to issue 212,454,055 Shares, at an issue price of $0.037 each, on the terms and conditions set out in the
Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in
the proposed issue and a person who will obtain a material benefit as a result of the proposed issue, except a benefit
solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company
need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Resolution 4 – Approval to Issue Shares – Mr Denis Waddell (or nominee)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the
Company to issue 6,756,756 Shares to Mr Denis Waddell (or his nominee), at an issue price of $0.037
each, on the terms and conditions set out in the Explanatory Memorandum.”]
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Denis Waddell (and his nominee)
and any of their associates. However, the Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the
Proxy Form to vote as the proxy decides.
Resolution 5 - Approval to Issue Shares - Tembo Placement Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to
issue 102,700,000 Shares to Tembo Capital Mining Fund II LP (or its nominee) (Tembo), at a deemed issue price
of $0.037 per Share and the consideration for which will be a reduction in amounts outstanding under the $6
million bridge loan provided by Tembo to the Company and otherwise on the terms and conditions set out in the
Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Tembo Capital Mining Fund II LP
(and its nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Resolution 6 – Approval to Issue JLM Adviser Options - Petra Capital Pty Ltd and Euroz Securities Limited
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company
to issue such number of unlisted JLM Adviser Options to Petra Capital Pty Ltd and Euroz Securities Limited
(or their nominees) (in aggregate) equal to 1% of the proceeds raised pursuant to General Placement 1
and General Placement 2 by the JLMs, divided by $0.037, at an exercise price of $0.037, on the terms and
conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Petra Capital Pty Ltd, Euroz
Securities Limited and their associates. However, the Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Resolution 7 – Approval to Issue Shares - Tembo Bridge Loan Conversion Shares
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, subject to passing of Resolution 5 and to the extent permitted by item 9 of section 611 of the
Corporations Act 2001 (Cth), for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval
is given for the Company to issue 70,218,918 Shares to Tembo Capital Mining Fund II LP (or its nominee)
(Tembo) at a deemed issue price of $0.037 per Share the consideration for which will be a further reduction
in amounts outstanding under the $6 million bridge loan provided by Tembo to the Company, and otherwise
on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Tembo Capital Mining Fund II LP
(and its nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Resolution 8 – Ratification of Prior Issue of Numis Adviser Options - Numis Securities Limited
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve
the issue of 1,900,000 unlisted Numis Adviser Options, to Numis Securities Limited on 21 December 2017
at an exercise price of $0.035 per Numis Adviser Option, with an expiry date of 30 June 2020, and on the
terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Numis Securities Limited and any
of its associates. However, the Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Resolution 9 – Re-election of Mr Mark Palmer
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of clauses 14.3 and 14.4 of the Constitution and for all other purposes, Mr Mark
Palmer, a Director who was appointed by the Board on 31 January 2018, retires and being eligible, is re-
elected as a Director.”
Resolution 10 – Re-election of Mr Michael Hulmes
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of clauses 14.3 and 14.4 of the Constitution and for all other purposes, Mr Michael
Hulmes, a Director who was appointed by the Board on 17 April 2018, retires and being eligible, is re-
elected as a Director.”
DATED: 29 June 2018
By Order of the Board
Martin Bouwmeester
Company Secretary
Explanatory Memorandum to accompany Notice of General Meeting
This Explanatory Memorandum has been prepared to provide Shareholders with material information to
enable them to make an informed decision on the business to be conducted at the General Meeting.
The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision
in relation to the Resolutions.
Resolution 1 - Ratification of Prior Issue of Shares to Independence Group NL
Background
On 18 May 2018, the Company announced that it had entered into a placement agreement with Independence
Group NL (IGO) pursuant to which IGO agreed to subscribe for a placement of Shares in the Company at
$0.05 per Share to raise $5 million. Further details of the placement agreement (including preferential rights
granted to IGO in respect of any potential joint venture or sale of the Company's nickel projects in the Areachap
Belt, South Africa), are included in the Company's ASX announcement dated 18 May 2018.
On 21 May 2018, the Company announced that it had issued 100,000,000 Shares to IGO at an issue price of
$0.05 per Share to raise $5 million.
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 100,000,000
Shares to IGO (IGO Placement Ratification).
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to
issue more equity securities during any 12 month period than that amount which represents 15% of the number
of fully paid ordinary securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities
made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule
7.1) those securities will be deemed to have been issued with shareholder approval for the purpose of ASX
Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the
15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior
Shareholder approval.
Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to
the IGO Placement Ratification:
(a) 100,000,000 Shares were issued;
(b) the issue price was $0.05 per Share;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same
terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to IGO, an unrelated party of the Company; and
(e) the Company intends to use the funds raised to progress 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.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 1. Each Director intends to vote the
Shares they control in favour of Resolution 1.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 1.
Background to Resolutions 2, 3, 4 and 5 - Capital Raising
As announced on 25 June 2018, the Company is undertaking a capital raising to raise $11 million through the
issue of 297,297,298 Shares at an issue price of $0.037 per Share. One of the members of the Company’s
Broad Based Black Economic Empowerment Partner in South Africa has also subscribed for $0.25 million in
Shares which will be included in General Placement 2 at an issue price of $0.037 per Share. In addition,
Shareholder approval is being sought for the Company's Chairman (Mr Denis Waddell) or his nominee, and
for Tembo Capital Mining Fund II LP or its nominee (Tembo), to subscribe for Shares at the same issue price
of $0.037 per Share (together the Capital Raising). The Capital Raising will be conducted via two general
placement tranches and the additional issues to each of Mr Denis Waddell (or his nominee) and Tembo.
(a) Tranche 1: On 29 June 2018, the Company completed the first stage of the Capital Raising by issuing
91,600,000 Shares at $0.037 per Share to raise $3,389,200 (General Placement 1). The Shares
issued pursuant to General Placement 1 did not require Shareholder approval under the ASX Listing
Rules as they were issued pursuant to the Company’s placement capacity under ASX Listing Rule
7.1. However, ratification of the issue will be sought from members pursuant to ASX Listing Rule 7.4
to allow for future equity fundraising flexibility (refer to Resolution 2 below for further details) (General
Placement 1 Ratification).
(b) Tranche 2: The second stage of the Capital Raising involves a further placement of 212,454,055
Shares at an issue price of $0.037 to professional and sophisticated investors (General Placement 2
Shares) to raise approximately $7,860,800 (General Placement 2) which is subject to Shareholder
approval pursuant to ASX Listing Rule 7.1 (refer to Resolution 3 below for further details) (General
Placement 2 Approval). Together, General Placements 1 and 2 will raise a total of $11,250,000.
(c) Issue to Mr Denis Waddell (or his nominee): The third stage of the Capital Raising involves a further
placement of 6,756,756 Shares to Mr Denis Waddell (or his nominee) to raise a total of $250,000 on
the same terms as Placements 1 and 2 (Denis Waddell Placement). The Denis Waddell Placement
is subject to Shareholder approval pursuant to ASX Listing Rule 10.11(refer to Resolution 4 below for
further details) (Denis Waddell Placement Approval).
(d) Issue to Tembo: The fourth stage of the Capital Raising involves a further placement of 102,700,000
Shares to Tembo, at a deemed issue price of $0.037 per Share, being the issue price for Shares
issued under General Placements 1 and 2 (Tembo Placement Shares), the consideration for which
will be a reduction in the amount re-payable to Tembo under the Bridge Loan at the deemed issue
price of $0.037 per Share (Tembo Placement). The Tembo Placement is subject to Shareholder
approval pursuant to ASX Listing Rule 7.1 (refer to Resolution 5 below for further details) (Tembo
Placement Approval).
All Shares to be issued under General Placements 1 and 2 of the Capital Raising will be issued to sophisticated
and professional investors, none of whom are related parties or associates of the Company.
Resolution 2 – Ratification of Prior Issue – General Placement 1 Shares
Background
On 29 June 2018, the Company issued 91,600,000 Shares at an issue price of $0.037 per Share to raise
$3,389,200, as the first stage of the Capital Raising.
Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to
issue more equity securities during any 12 month period than that amount which represents 15% of the number
of fully paid ordinary securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities
made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule
7.1) those securities will be deemed to have been issued with shareholder approval for the purpose of ASX
Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the
15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior
Shareholder approval.
Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to
the Shares issued pursuant to General Placement 1:
(a) 91,600,000 Shares were issued;
(b) the issue price was $0.037 per Share;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same
terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to sophisticated or professional investors in accordance with sections 708(8)
and (11) of the Corporations Act, as selected by the Company. None of the subscribers were related
parties of the Company; and
(e) the Company intends to use the funds raised to progress 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.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 2. Each Director intends to vote the
Shares they control in favour of Resolution 2.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 2.
Resolution 3 – Approval to Issue Shares – General Placement 2 Shares
Background
Resolution 3 seeks Shareholder approval for the issue of 212,454,055 Shares at an issue price of $0.037.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 1 on page 7 above.
The effect of Resolution 3 will be to allow the Company to issue the General Placement 2 Shares pursuant to
General Placement 2 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX),
without using the Company’s 15% annual placement capacity.
Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to
the General Placement 2 Shares:
(a) the maximum number of Shares the Company will issue is 212,454,055 Shares;
(b) the Shares are intended to be issued on or around 15 August 2018, but will be issued no later than 3
months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same
date;
(c) the issue price will be $0.037 per Share;
(d) the Shares will be issued to sophisticated or professional investors in accordance with sections 708(8)
and (11) of the Corporations Act, as selected by the Company. None of the subscribers will be related
parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same
terms and conditions as the Company’s existing Shares; and
(f) the Company intends to use the funds raised to progress 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.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 3. Each Director intends to vote the
Shares they control in favour of Resolution 3.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 3.
Resolution 4 – Approval to Issue Shares – Mr Denis Waddell (or nominee)
Background
As previously explained, the Company is undertaking a Capital Raising. Subject to Shareholder approval, Mr
Denis Waddell will participate in the Capital Raising on the same terms as General Placements 1 and 2. The
Company seeks Shareholder approval to issue 6,756,756 Shares to Mr Denis Waddell (or his nominee), in
accordance with ASX Listing Rule 10.11, pursuant to the Denis Waddell Placement.
Shareholder approval is not required to be sought pursuant to Listing Rule 7.1 for the Denis Waddell
Placement, as ASX Listing Rule 7.2 (Exception 14) states that approval pursuant to Listing Rule 7.1 is not
required if Shareholder approval is obtained under Listing Rule 10.11.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related
party of the public company, the public company or entity must:
(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of
the Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the
Corporations Act.
The Denis Waddell Placement will result in the issue of Shares which constitutes giving a financial benefit and
Mr Denis Waddell is a related party of the Company by virtue of being a Director.
The Directors (other than Mr Denis Waddell who has a material personal interest in the Resolution) consider
that Shareholder approval pursuant to chapter 2E of the Corporations Act is not required in respect of the
Denis Waddell Placement because the Shares will be issued to Mr Denis Waddell on the same terms as
Shares issued to non-related party participants in General Placements 1 and 2 and as such the giving of the
financial benefit is on arm's length terms.
ASX Listing Rule 10.11
ASX Listing Rule 10.11 also requires Shareholder approval to be obtained where an entity issues, or agrees
to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in
ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.
As the Denis Waddell Placement involves the issue of Shares to a related party of the Company, Shareholder
approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the
Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to
the Shares to be issued pursuant to the Denis Waddell Placement:
(a) the Shares will be issued to Mr Denis Waddell (or his nominee) who is a related party by virtue of being
a Director;
(b) the maximum number of Shares the Company will issue is 6,756,756 Shares;
(c) the Shares are intended to be issued on or around 15 August 2018, but will be issued no later than 1
month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules);
(d) the issue price will be $0.037 per Share, being the same issue price as all other Shares issued under
General Placements 1 and 2;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same
terms and conditions as the Company’s existing Shares; and
(f) the Company intends to use the funds raised to progress 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.
Directors' recommendation and voting intentions
The Directors (other than Mr Denis Waddell) recommend that Shareholders vote in favour of Resolution 4.
Each Director (other than Mr Denis Waddell) intends to vote the Shares they control in favour of Resolution 4.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution
4.
Resolution 5 - Approval to Issue Shares - Tembo
Background
As announced on 18 August 2017, Orion entered into a bridge loan facility agreement with Tembo pursuant
to which Tembo has advanced an amount equal to approximately $6 million to the Company (Bridge Loan).
Resolution 5 seeks Shareholder approval for the issue of 102,700,000 Shares to Tembo (or its nominee), in
accordance with ASX Listing Rule 7.1, pursuant to Tembo Placement, which assumes that Resolutions 3 and
4 are passed, and all Shares are issued pursuant to the transactions contemplated by those Resolutions. The
Company has agreed that the Tembo Placement Shares will be issued in consideration for reducing the
amount re-payable to Tembo under the Bridge Loan at the deemed issue price of $0.037 per Share, which is
the same issue price as the Shares being offered under General Placements 1 and 2.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 1 on page 7 above.
The effect of Resolution 5 will be to allow the Company to issue the Tembo Placement Shares to Tembo
during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the
Company’s 15% annual placement capacity.
Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to
the Tembo Placement Shares:
(a) the maximum number of Shares the Company will issue is 102,700,000 Shares. This assumes that
Resolutions 3 and 4 are passed, and all Shares are issued pursuant to the transactions contemplated
by those Resolutions;
(b) the Shares are intended to be issued on or around 15 August 2018, but will be issued no later than 3
months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same
date;
(c) the deemed issue price will be $0.037 per Share, being the same issue price as all other Shares issued
under General Placements 1 and 2;
(d) the Shares will be issued to Tembo or its nominees who are not related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same
terms and conditions as the Company’s existing Shares; and
(f) the Company will not receive any funds from the issue as the funds will be applied to reducing the
amount repayable to Tembo under the Bridge Loan, calculated at a deemed issue price of $0.037 per
Share.
Directors' recommendation and voting intentions
The Independent Directors recommend that Shareholders vote in favour of Resolution 5. Each Independent
Director intends to vote the Shares they control in favour of Resolution 5.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution
5.
Resolution 6 - Approval to Issue JLM Adviser Options - Petra Capital Pty Ltd and Euroz Securities
Limited
Background
The Company has entered into a mandate letter with Petra Capital Pty Ltd (Petra) and Euroz Securities Limited
(Euroz) (together the JLMs) for joint lead manager services provided to the Company in connection with
General Placements 1 and 2 (JLM Mandate). Pursuant to the JLM Mandate, the Company has agreed to
issue options to the JLMs in proportion to the funds raised under General Placements 1 and 2 by the JLMs
(JLM Proceeds) (options are to be shared equally between the JLMs), as part of the consideration payable
to the JLMs for services provided to the Company in connection with General Placements 1 and 2, as follows:
the number of unlisted options to subscribe for, at any time in the 1 year following the date of issue of
such options, such number of Shares equal to:
1% of the JLM Proceeds/$0.037
each at an exercise price of $0.037, being an amount equal to the issue price of Shares under General
Placements 1 and 2 (JLM Adviser Options).
For example, if the JLM Proceeds total $11 million, with Shares issued at an issue price of $0.037, the
Company will issue a total of 2,972,973 JLM Adviser Options to the JLMs, exercisable at $0.037.
Neither of the JLMs currently have a relevant interest in any securities in the Company.
Technical information required by ASX Listing Rule 7.1
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 1 on page 7 above.
The effect of Resolution 6 will be to allow the Company to issue the JLM Adviser Options to the JLMs during
the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s
15% annual placement capacity.
Technical information required by ASX Listing Rule 7.3
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to
the JLM Adviser Options:
(a) the maximum number of JLM Adviser Options to be issued is not currently known, as the JLM
Proceeds will not be known until settlement of General Placement 2 has occurred. The number of
JLM Adviser Options to be issued will be calculated pursuant to the following formula:
1% ???????? ????????? ???????????? ????????????????????????????????
$0.037
(b) the JLM Adviser Options are intended to be issued on or around 15 August 2018, but will be issued
no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any
ASX waiver or modification of the ASX Listing Rules);
(c) the JLM Adviser Options will be granted at a nil issue price and the Company will therefore not raise
any funds from the grant of the JLM Adviser Options;
(d) the JLM Adviser Options will be issued to Petra and Euroz (or their nominees);
(e) the JLM Adviser Options be exercisable at any time during the 1 year following the date of issue of
such JLM Adviser Options at an exercise price of $0.037; and
(f) no funds will be raised from the grant of the JLM Adviser Options, with the JLM Adviser Options to be
issued as part of the consideration payable to the JLMs for services provided to the Company in
connection with General Placements 1 and 2.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 6. Each Director intends to vote the
Shares they control in favour of Resolution 6.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution
6.
Resolution 7 – Approval to Issue Shares - Tembo Bridge Loan Conversion Shares
Background
As described above, the Company has entered into a Bridge Loan with Tembo, pursuant to which Tembo has
advanced an amount equal to approximately $6 million to the Company.
The Company intends, subject to Shareholder approval sought pursuant to Resolution 7, to undertake a further
private placement to Tembo of 70,218,918 Shares, being such number of Shares that may be issued to Tembo
equal to the capacity available under the 3% Creep Exemption (Bridge Loan Conversion Shares). The
Company has agreed that the Bridge Loan Conversion Shares will be issued in consideration for a further
reduction in the amount re-payable to Tembo under the Bridge Loan at the deemed issue price of $0.037 per
Share, which is the same issue price as the Shares being offered under General Placements 1 and 2.
Prior to the issue of the Tembo Placement Shares, the Company anticipates that approximately $6.9 million
will remain outstanding under the Bridge Loan. The issue of the Tembo Placement Shares is expected to
reduce the amount outstanding under the Bridge Loan by approximately $3.8 million (with approximately $3.1
million remaining outstanding under the Bridge Loan). The issue of the Bridge Loan Conversion Shares is
expected to reduce the amount outstanding under the Bridge Loan by a further $2.6 million.
In total, the outstanding balance of the Bridge Loan is expected to be reduced by a total of approximately $6.4
million (being the value of Shares subscribed for by Tembo pursuant to Resolution 5 and Resolution 7). The
balance of the Bridge Loan (including accrued interest) following the issue of Shares pursuant to Resolution 5
and Resolution 7 will therefore be approximately $0.5 million (assuming Shareholder approval is obtained
pursuant to Resolutions 3, 4, 5 and 7 and all Shares are issued pursuant to the transactions contemplated by
those Resolutions).
Corporations Act prohibition
The voting power of Tembo immediately prior to the issue of the Bridge Loan Conversion Shares will be
19.9998%1.
Section 606 of the Corporations Act prohibits a person acquiring a relevant interest in issued voting shares in
a listed company if, as a result of the acquisition that person's or someone else's voting power in the company
increases from 20% or below, to more than 20%, or from a starting point that is above 20% and below 90%.
Exceptions to the section 606 prohibition
There are various exceptions to the prohibition in section 606 of the Corporations Act. Section 611 of the
Corporations Act contains a table setting out circumstances in which acquisitions of relevant interests are
exempt from the prohibition. Item 9 of the table in section 611 of the Corporations Act provides an exemption
for acquisitions of no more than 3% in every 6 months, provided that throughout the 6 months before the
acquisition that person has had voting power in the company of at least 19% (3% Creep Exemption).
ASIC relief
Following the issue of Shares pursuant to the IGO Placement, General Placements 1 and 2 and the Denis
Waddell Placement, the voting power of Tembo will be temporarily diluted to approximately 15.17%, assuming
Shareholder approval is obtained pursuant to Resolutions 3 and 4 and all Shares are issued pursuant to the
transactions contemplated by those Resolutions. Assuming Shareholder approval is obtained pursuant to
Resolution 5 and all Tembo Placement Shares are issued, the voting power of Tembo will increase to
19.9998%.
Tembo has sought and obtained ASIC relief to rely on the 3% Creep Exemption to permit it to acquire the
Bridge Loan Conversion Shares notwithstanding the temporary dilution of the voting power of Tembo to below
19% in the 6 months prior to the acquisition of the Bridge Loan Conversion Shares.
If Shareholder approval is obtained pursuant to Resolution 7, and Tembo is issued the Bridge Loan Conversion
Shares, Tembo's voting power would increase to up to 22.998%, which is the maximum voting power it can
achieve under the 3% Creep Exemption.
Purpose of Resolution
Resolution 7 seeks Shareholder approval for the purposes of ASX Listing Rule 7.1 for the issue of the Bridge
Loan Conversion Shares to Tembo, at a deemed issue price of $0.037 per Share (Bridge Loan Conversion
Approval). The Company intends that the Bridge Loan Conversion Shares will be issued in consideration for
a further reduction in the amount re-payable to Tembo under the Bridge Loan, after the issue of the Tembo
Placement Shares (assuming that Resolutions 3, 4 and 5 are passed, and all Shares are issued pursuant to
the transactions contemplated by those Resolutions). As noted above, approximately $0.5 million will remain
outstanding under the Bridge Loan after the issue of the Tembo Placement Shares and the Bridge Loan
Conversion Shares.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 1 on page 7 above.
The effect of Resolution 7 will be to allow the Company to issue the Bridge Loan Conversion Shares to Tembo
during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the
Company’s 15% annual placement capacity.
The Company will not issue any Shares to Tembo under this Resolution 7 if to do so would result in a
contravention of section 606 of the Corporations Act, and accordingly, Tembo's participation will be limited to
the extent that it can rely on the 3% Creep Exemption.
Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to
the Bridge Loan Conversion Shares:
(a) the maximum number of Shares the Company will issue is 70,218,918 Shares. This assumes that
Resolutions 3, 4 and 5 are passed, and all Shares are issued pursuant to the transactions
contemplated by those Resolutions;
(b) the Shares are intended to be issued on or around 15 August 2018, but will be issued no later than 3
months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same
date;
(c) the deemed issue price will be $0.037 per Share;
(d) the Shares will be issued to Tembo or its nominees who are not related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same
terms and conditions as the Company’s existing Shares; and
(f) the Company will not receive any funds from the issue as the funds will be applied to further reducing
the outstanding amounts repayable to Tembo under the Bridge Loan, calculated at a deemed issue
price of $0.037 per Share.
Directors' recommendation and voting intentions
The Independent Directors recommend that Shareholders vote in favour of Resolution 7. Each Independent
Director intends to vote the Shares they control in favour of Resolution 7.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution
7.
Resolution 8 - Ratification of Prior Issue of Numis Adviser Options - Numis Securities Limited
Background
On 21 December 2017, the Company issued 1,900,000 unlisted options to Numis Securities Limited (Numis)
at a nil issue price as part of the consideration payable to Numis for investor relations services provided to the
Company by Numis (Numis Adviser Options).
Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 1,900,000
unlisted options to Numis (Numis Adviser Options Ratification).
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to
issue more equity securities during any 12 month period than that amount which represents 15% of the number
of fully paid ordinary securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities
made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule
7.1) those securities will be deemed to have been issued with shareholder approval for the purpose of ASX
Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the
15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior
Shareholder approval.
Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to
the Numis Adviser Options Ratification:
(a) 1,900,000 Numis Adviser Options were issued to Numis on 21 December 2017;
(b) the Numis Adviser Options were granted at a nil issue price, the Company did therefore not raise any
funds from the issue of the Numis Adviser Options;
(c) the Numis Adviser Options are exercisable at any time before 30 June 2020 at an exercise price of
$0.035;
(d) the Numis Adviser Options were issued to Numis, an unrelated party of the Company; and
(e) no funds were raised from the grant of the Numis Adviser Options, with the Numis Adviser Options
issued as part of the consideration payable to Numis for investor relations services provided to the
Company by Numis.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 8. Each Director intends to vote the
Shares they control in favour of Resolution 8.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution
8.
Resolution 9 – Re-election of Mr Mark Palmer
Background
Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director to fill a
casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does
not at any time exceed the maximum number specified by the Constitution.
Any Director so appointed holds office only until the next meeting of members and is eligible for re-election at
that meeting. Mr Mark Palmer, who was appointed on 31 January 2018, retires in accordance with clause
14.3 and clause 14.4 of the Constitution and being eligible seeks re-election.
Mr Palmer has a B.Sc. in Mining Geology from University College Cardiff and spent 12 years working in
Australia, including 8 years with Dominion Mining. In 1994, Mr Palmer joined NM Rothschild & Sons Limited
in the London mining project finance team assessing mines and projects globally. In 1997, he moved to the
investment banking team at UBS to focus on global mergers and acquisitions, equity and debt financing in the
mining sector. Mr. Palmer ran the EMEA mining team at UBS for 8 years. Mr Palmer joined Tembo Capital as
an Investment Director in 2015.
Directors' recommendation and voting intentions
The Directors other than Mr Palmer recommend that Shareholders vote in favour of Resolution 9. Each
Director intends to vote the Shares they control in favour of Resolution 9. Mr Palmer makes no
recommendation.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution
9.
Resolution 10 – Re-election of Mr Michael Hulmes
Background
Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director to fill a
casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does
not at any time exceed the maximum number specified by the Constitution.
Any Director so appointed holds office only until the next meeting of members and is eligible for re-election at
that meeting. Mr Michael Hulmes, who was appointed on 17 April 2018, retires in accordance with clause 14.3
and clause 14.4 of the Constitution and being eligible seeks re-election.
Mr Hulmes is a mining engineer with over 30 years’ senior executive, management and corporate experience
in mining operations and projects in Australia, Papua New Guinea, Portugal, Spain, Saudi Arabia, Tanzania
and China. As former Managing Director Iberia Operations (Lundin Mining’s Iberian operations), Michael was
responsible for the large 4.5Mtpa Neves-Corvo – VMS Copper Zinc and the 1.9Mtpa Aguablanca - Copper
Nickel Mines in Portugal and Spain respectively. Prior roles also include, General Manager Operations at the
Ok Tedi Mine in Papua New Guinea, COO for Citadel Resources during the development of the Jabal Sayid
deposit in Saudi Arabia, General Manager – Australian Operations for Barrick Australia and General Manager
of Plutonic Gold Mine in Western Australia. Michael was most recently the General Manager of the Caijiaying
Zinc/Gold Mine (Hebei Province, China) at Huaao Mining Industry Company.
Directors' recommendation and voting intentions
The Directors other than Mr Hulmes recommend that Shareholders vote in favour of Resolution 10. Each
Director intends to vote the Shares they control in favour of Resolution 10. Mr Hulmes makes no
recommendation.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution
10.
Glossary
$ means Australian dollars.
3% Creep Exemption has the meaning set out in the Background to Resolution 7.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context
requires.
ASX Listing Rules means the Listing Rules of ASX.
AWST means Australian Western Standard Time.
Board means the current board of directors of the Company.
Bridge Loan has the meaning set out in the Background to Resolution 5.
Bridge Loan Conversion Shares has the meaning set out in the Background to Resolution 7.
Bridge Loan Conversion Approval has the meaning set out in the Background to Resolution 7.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday,
Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair or Chairman means the chairperson of the Meeting.
Capital Raising has the meaning set out in the Background to Resolutions 2, 3, 4 and 5.
Company or Orion means Orion Minerals Ltd (ACN 098 939 274).
Constitution means the Company’s constitution, as amended from time to time.
Corporations Act means the Corporations Act 2001 (Cth).
Denis Waddell Placement has the meaning set out in the Background to Resolutions 2, 3, 4 and 5.
Denis Waddell Placement Approval has the meaning set out in the Background to Resolutions 2, 3, 4 and
5.
Directors means the current directors of the Company.
Euroz means Euroz Securities Limited (ABN 23 089 314 983).
Explanatory Memorandum means the explanatory memorandum accompanying the Notice.
General Meeting or Meeting means the meeting convened by the Notice.
General Placement means the placement of Shares to professional and sophisticated investors as
announced by the Company on 25 June 2018.
General Placement 1 has the meaning set out in the Background to Resolutions 2, 3, 4 and 5.
General Placement 1 Ratification has the meaning given in the Background section of Resolutions 2, 3, 4
and 5 of this Explanatory Memorandum.
General Placement 2 has the meaning set out in the Background to Resolutions 2, 3, 4 and 5.
General Placement 2 Approval has the meaning set out in the Background to Resolutions 2, 3, 4 and 5.
General Placement 2 Shares has the meaning set out in the Background to Resolutions 2, 3, 4 and 5.
IGO means Independence Group NL (ACN 092 786 304).
IGO Placement Ratification has the meaning set out in the Background to Resolution 1.
Independent Directors means each of Messrs Denis Waddell, Alexander Haller, Errol Smart and Michael
Hulmes.
JSE means the Johannesburg Stock Exchange.
JLMs means each of Petra and Euroz.
JLM Adviser Options has the meaning set out in the Background to Resolution 6.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the
Proxy Form.
Petra means Petra Capital Pty Limited (ABN 95 110 952 782).
Proxy Form means the proxy form accompanying the Notice.
Numis means Numis Securities Limited.
Numis Adviser Options has the meaning set out in the Background to Resolution 8.
Numis Adviser Options Ratification has the meaning set out in the Background to Resolution 8.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
SA Time means South African time.
SENS means the JSE news service.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a member of the Company from time to time.
Share Registry means Link Market Services Limited.
Tembo means Tembo Capital Mining Fund IILP and its affiliated entities.
Tembo Placement has the meaning set out in the Background to Resolutions 2, 3, 4 and 5.
Tembo Placement Approval has the meaning set out in the Background to Resolutions 2, 3, 4 and 5.
Tembo Placement Shares has the meaning set out in the Background to Resolutions 2, 3, 4 and 5.
4 July 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
Date: 04/07/2018 09:56:00 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.
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