Wrap Text
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.
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