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ORION MINERALS LIMITED - Tranche 1 Share Issue and Lodgement of Appendix 3B

Release Date: 30/04/2019 12:22
Code(s): ORN     PDF:  
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Tranche 1 Share Issue and Lodgement of Appendix 3B

Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
(“Orion” or “the Company”)

TRANCHE 1 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 (MC3).

The $8.0M capital raising will comprise 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.

It is proposed that the Placement will occur in two stages, being:
-  Tranche 1 – 117.23M Shares and 58.61M Options, using the Company’s 15% placement capacity
   under ASX Listing Rule 7.1 to raise $4.685M; and
-  Tranche 2 – 83.71M Shares and 41.85M Options, to raise $3.34M (subject to shareholder approval,
   to be sought at a general meeting of Orion shareholders planned to be held in early June 2019).

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.

As part of the Placement, Tembo Capital Mining Fund II LP and its affiliated entities (Tembo Capital),
has confirmed its continued support of Orion through subscribing for $2M in Tranche 1 of the
Placement. In addition to the support obtained from South African BEE entrepreneurs and Tembo
Capital, other key existing shareholders have supported the Placement and the proposed BEE
transactions.

Orion has today issued 66,601,805 Shares in the Company at $0.04 per Share and 33,300,902 Options,
to raise $2.66M, resulting from a receipt of funds from investors for Tranche 1 commitments. Today’s
issue of Shares and Options which follows the Company’s issue of 50,625,000 Shares at $0.04 per
Share and 25,312,500 Options, to raise $2.03M, on 23 April 2019 finalises Tranche 1 of the Placement.

The issue of the Tranche 1 Shares falls within the 15% capacity for issues of equity securities without
shareholder approval afforded by ASX Listing Rule 7.1.

Please find attached an Appendix 3B relating to the issue of those Shares and Options.

- See chapter 19 for defined terms.
 
Denis Waddell
Chairman

30 April 2019

ENQUIRIES
Investors                         Media                                                         JSE Sponsor
Errol Smart – Managing            Nicholas Read                      Barnaby Hayward            Rick Irving
Director & 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).

- See chapter 19 for defined terms.

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   1.   Fully paid ordinary shares.
       be issued                            2.   Options.

2      Number of +securities issued or      1.   66,601,805.
       to be issued (if known) or           2.   33,300,902.
       maximum number which may be
       issued

3      Principal terms of the +securities   1.   Fully paid ordinary shares.
       (e.g. if options, exercise price     2.   Unlisted options exercisable at 5.0 cents
       and 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)

- See chapter 19 for defined terms.
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.
                                               2.    No. The options will not be quoted. Shares
        with an existing +class of quoted            to be issued upon exercise of options will
        -securities?
                                                     rank equally with all other fully paid ordinary
        If the additional +securities do             shares on issue.
        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           1.    4.0 cents per fully paid ordinary share.
                                               2.    Nil issue price.

6       Purpose of the issue                   Funds will be used principally to finalise the
        (If issued as consideration for the    Company’s Prieska Zinc-Copper Project
        acquisition of assets, clearly         bankable feasibility study, continue exploration
        identify those assets)                 programs on the Company’s Northern Cape
                                               South African tenements and for general
                                               working capital purposes.

6a      Is the entity an +eligible entity      No.
        that has obtained security holder
        approval under rule 7.1A?

        If Yes, complete sections 6b – 6h
        in relation to the +securities the
        subject of this Appendix 3B, and
        comply with section 6i

6b      The date the security holder           Not applicable.
        resolution under rule 7.1A was
        passed

6c      Number of +securities issued           Not applicable.
        without security holder approval
        under rule 7.1

6d      Number of +securities issued           Not applicable.
        with security holder approval
        under rule 7.1A

- See chapter 19 for defined terms.
6e      Number of +securities issued           Not applicable.
        with security holder approval
        under rule 7.3, or another
        specific security holder approval
        (specify date of meeting)

6f      Number of +securities issued           Not applicable.
        under an exception in rule 7.2

6g      If +securities issued under rule       Not applicable.
        7.1A, was issue price at least 75%
        of 15 day VWAP as calculated
        under rule 7.1A.3? Include the
        -issue date and both values.
        Include the source of the VWAP
        calculation.

6h      If -securities were issued under       Not applicable.
        rule    7.1A     for    non-cash
        consideration, state date on
        which valuation of consideration
        was released to ASX Market
        Announcements

6i      Calculate the entity’s remaining       Rule 7.1 – 107,077,510.
        issue capacity under rule 7.1 and
                                               Rule 7.1A – Not applicable.
        rule 7.1A – complete Annexure 1
        and release to ASX Market
        Announcements

7       -Issue    dates                                      30 April 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                   2,003,344,917      Fully paid ordinary
        +securities    quoted on ASX                                  shares
        (including the +securities in
        section 2 if applicable)

- See chapter 19 for defined terms.
                                                  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)
                                                     58,613,402      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.

10      Dividend policy (in the case of a       Not applicable.
        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)

- See chapter 19 for defined terms.
    (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:           30 April 2019

- See chapter 19 for defined terms.

Date: 30/04/2019 12:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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