Wrap Text
Tranche 2 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
(“Orion” or “the Company”)
TRANCHE 2 SHARE ISSUE AND LODGEMENT OF APPENDIX 3B
Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) announced on 16 April 2019 a
pivotal $8M capital raising underpinned by a group of high-profile South African investors as part
of a proposed restructure of the Company’s Black Economic Empowerment (BEE) equity
participation at project level, achieving accelerated compliance with the ownership aspects of
South African Mining Charter 3.
The $8.0M capital raising comprises the issue of 200.9M fully paid ordinary share (Shares) at an
issue price of $0.04 per Share, together with one free attaching option for every two Shares issued
(100.47M options at an exercise price of $0.05 and an expiry date of 31 October 2019) (Options),
to be conducted via a placement to sophisticated and professional investors (Placement). The
Options will not be quoted on the ASX or the JSE.
The Placement includes approximately $4M placed to experienced South African BEE
entrepreneurs, of which $2M is being placed to incoming BEE equity investors who will also invest
at the Prieska Project level.
The Placement was made up of $4.69M in Tranche 1 and, subject to shareholder approval which
was obtained at a general meeting on 7 June 2019 (Meeting), an additional $3.34M in Tranche
2. Tranche 1 Shares and Options were issued in April 2019 using the Company's 15% placement
capacity under ASX Listing Rule 7.1. The issue of Tranche 1 Shares and Options was subsequently
ratified by shareholders pursuant to ASX Listing Rule 7.4 at the Meeting.
Orion has issued 30,000,000 Shares in the Company at $0.04 per Share and 15,000,000 Options, to
raise $1.20M, resulting from a receipt of funds from investors for Tranche 2 commitments. The
balance of Tranche 2 Shares and Options (being $2.14M), which includes the Shares and Options
associated with the BEE restructure as announced on 16 April 2019, are expected to be issued in
the near term.
Please find attached an Appendix 3B relating to the issue of those Shares and Options.
Denis Waddell
Chairman
22 July 2019
ENQUIRIES
Investors Media JSE Sponsor
Errol Smart – Managing Director Nicholas Read Barnaby Hayward Rick Irving
& CEO
Denis Waddell – Chairman Read Corporate, Australia Tavistock, UK Merchantec Capital
T: +61 (0) 3 8080 7170 T: +61 (0) 419 929 046 T: +44 (0) 787 955 1355 T: +27 (0) 11 325 6363
E: info@orionminerals.com.au E: nicholas@readcorporate.com.au E: orion@tavistock.co.uk E: rick@merchantec.co.za
Suite 617, 530 Little Collins Street
Melbourne, VIC, 3000
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 (where applicable). 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 to be 1. Fully paid ordinary shares.
issued 2. Options.
2 Number of +securities issued or to 1. 30,000,000
be issued (if known) or maximum 2. 15,000,000
number which may be issued
3 Principal terms of the +securities 1. Fully paid ordinary shares.
(e.g. if options, exercise price and 2. Unlisted options exercisable at 5.0 cents
expiry date; if partly paid expiring 31 October 2019.
+securities, the amount outstanding
and due dates for payment; if
+convertible securities, the
conversion price and dates for
conversion)
4 Do the +securities rank equally in 1. Shares rank equally with all other fully paid
all respects from the +issue date ordinary shares on issue.
with an existing +class of quoted 2. No. the Options will not be quoted. Shares
+securities? to be issued upon exercise will rank equally
with all other fully paid ordinary shares on
If the additional +securities do not issue.
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 1. 4.0 cents per fully paid ordinary share.
2. Nil issue price.
6 Purpose of the issue Funds will be used primarily to continue
(If issued as consideration for the exploration and development programs at the
acquisition of assets, clearly Company’s Northern Cape South African
identify those assets) tenements and for general working capital.
6a Is the entity an +eligible entity that No.
has obtained security holder
approval under rule 7.1A?
If Yes, complete sections 6b – 6h in
relation to the +securities the
subject of this Appendix 3B, and
comply with section 6i
6b The date the security holder Not applicable.
resolution under rule 7.1A was
passed
6c Number of +securities issued Not applicable.
without security holder approval
under rule 7.1
6d Number of +securities issued with Not applicable.
security holder approval under rule
7.1A
6e Number of +securities issued with Not applicable.
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
6f Number of +securities issued under Not applicable.
an exception in rule 7.2
6g If +securities issued under rule Not applicable.
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+issue date and both values.
Include the source of the VWAP
calculation.
6h If +securities were issued under rule Not applicable.
7.1A for non-cash consideration,
state date on which valuation of
consideration was released to ASX
Market Announcements
6i Calculate the entity’s remaining Rule 7.1 –316,636,849.
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1 Rule 7.1A – Not applicable.
and release to ASX Market
Announcements
7 +Issue dates 19 July 2019.
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata
entitlement issue must comply with the applicable
timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
Number +Class
8 Number and +class of all +securities 2,110,912,329 Fully paid ordinary
quoted on ASX (including the shares
+securities in section 2 if
applicable)
Number +Class
9 Number and +class of all 222,307,679 Convertible notes.
+securities not quoted on ASX
3,040,540 Unlisted options exercisable at $0.037
(including the +securities in expiring 15 August 2019.
section 2 if applicable)
73,613,402 Unlisted options exercisable at $0.05
expiring 31 October 2019.
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.
16,333,333 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.
12,100,000 Unlisted options exercisable at $0.03
expiring 31 May 2022.
12,100,000 Unlisted options exercisable at $0.045
expiring 31 May 2022.
12,100,000 Unlisted options exercisable at $0.06
expiring 31 May 2022.
5,100,000 Unlisted options exercisable at $0.05
expiring 31 March 2023.
5,100,000 Unlisted options exercisable at $0.06
expiring 31 March 2023.
5,100,000 Unlisted options exercisable at $0.07
expiring 31 March 2023.
30,500,000 Unlisted options exercisable at $0.04
expiring 30 April 2024.
30,500,000 Unlisted options exercisable at $0.05
expiring 30 April 2024.
30,500,000 Unlisted options exercisable at $0.06
expiring 30 April 2024.
11,000,000 Unlisted options exercisable at $0.03
expiring 17 June 2024.
10 Dividend policy (in the case of a Not applicable.
trust, distribution policy) on the
ncreased 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.
Date: 22/07/2019 09:13:00
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