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ORION MINERALS LIMITED - Completion of Share Issue and Lodgement of Appendix 3B

Release Date: 23/08/2018 09:17
Code(s): ORN     PDF:  
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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