Wrap Text
Completion of 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 SHARE ISSUE AND LODGEMENT OF APPENDIX 3B
Orion Minerals Ltd (ASX/JSE: ORN) (Company or Orion) announced on 25 June 2018 an $11M capital
raising at an issue price of $0.037 per fully paid ordinary share (Share) via a placement, to be conducted in
two tranches. As announced on 29 June 2018, one of the members of Orion’s Black Economic Empowerment
Partner in South Africa also subscribed for an additional $0.25M in Shares at an issue price of $0.037 per
Share, which was added to Tranche 2 of the placement (together the Placement). The Placement was made
up of $3.39M in Tranche 1 and, subject to shareholder approval which was obtained at a general meeting on
3 August 2018 (Meeting) an additional $7.86M in Tranche 2. Tranche 1 Shares were issued on 29 June 2018
and Tranche 2 Shares were issued on 15 August 2018.
In addition to the Placement, the Company also obtained shareholder approval at the 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 and for Tembo Capital Mining Fund II
LP (or nominee) (Tembo Capital) to subscribe for 172.9M Shares at the same issue price as the Shares being
offered under the Placement. The Shares issued to Tembo Capital are issued in consideration for reducing
the amount re-payable to Tembo Capital under the Loan Facility between the Company and Tembo, pursuant
to which Tembo Capital has advanced $6M in funds to Orion (excluding capitalised interest and fees) (Loan
Facility). Refer to Orion's announcement on 18 August 2017 for further details regarding the Loan Facility.
Today, Orion has issued:
- 6,756,756 Shares at $0.037 per Share to Mr Denis Waddell (or nominee) as approved by shareholders
at the Meeting; and
- 172,918,918 Shares at a deemed issue price of $0.037 per Share to Tembo Capital as approved by
shareholders at the Meeting.
Please find attached an Appendix 3B relating to the issue of those Shares.
23 August 2018
Dennis Waddell
Chairman
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) 207 920 3150
E: michael.vaughan@fivemark.com.au E: orion@tavistock.co.uk
Suite 617, 530 Little Collins Street
Melbourne, VIC, 3000
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 179,675,674
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
in all respects from the +issue ordinary shares on 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 - 6,756,756 fully paid ordinary shares issued
(If issued as consideration for at an issue price of 3.7 cents per share to
the acquisition of assets, clearly Mr Denis Waddell (or nominee) as
identify those assets) approved by shareholders at the
Company's General Meeting on 3 August
2018 (General Meeting).
- 172,918,918 fully paid ordinary shares
issued at an issue price of 3.7 cents per
share to Tembo Capital Mining Fund II LP
(or nominee) (Tembo) as approved by
shareholders at the General Meeting.
Funds raised from the issue of fully paid
ordinary shares to Mr Denis Waddell (or
nominee) will be used principally to progress
the Company’s Prieska Zinc-Copper Project
bankable feasibility study, continue exploration
programs on the Company’s Northern Cape
South African tenements and for general
working capital purposes.
On 18 August 2017, the Company announced
that the Company had entered into a $6.0M
bridge loan facility with Tembo (Bridge Loan).
Funds payable by Tembo in connection with the
issue of shares to Tembo were applied to
reducing the amount re-payable to Tembo
under the Bridge Loan at a deemed issue price
of 3.7 cents per fully paid ordinary share. Refer
to the Company’s June 2018 Activities Report
for additional information.
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 Not applicable.
issue capacity under rule 7.1
and rule 7.1A – complete
Annexure 1 and release to ASX
Market Announcements
7 +Issue dates 23 August 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 1,873,733,497 Fully paid ordinary
+securities quoted on ASX shares
(including the +securities in
section 2 if applicable)
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.
3,040,540 Unlisted options exercisable at
$0.037 expiring 15 August 2019.
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)
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.
3,040,540 Unlisted options exercisable at
$0.037 expiring 15 August 2019.
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: 23 August 2018
Date: 23/08/2018 09:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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