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ORION MINERALS LIMITED - Appendix 3B New Issue Announcement, Application for Quotation of Additional Securities and Agreement

Release Date: 18/06/2019 08:09
Code(s): ORN     PDF:  
 
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Appendix 3B – New Issue Announcement, Application for Quotation of Additional Securities and Agreement

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”)

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               Options.
           be issued


  2        Number of +securities issued or                  11,000,000.
           to be issued (if known) or
           maximum number which may
           be issued

  3        Principal terms of  the                          Unlisted options exercisable at 3.0 cents expiring
           +securities (e.g. if options,                    17 June 2024.
           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)



       + See chapter 19 for defined terms.

    
4    Do the +securities rank equally      No.
     in all respects from the +issue
                                          The options will not be quoted. Shares to be
     date with an existing +class of      issued upon exercise of options will rank equally
     quoted +securities?                  with all other fully paid ordinary shares on issue.
     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         Nil issue price as the options are being issued
                                          under the terms of the Loan Facility as further
                                          detailed in Item 6.

6    Purpose of the issue                 On 25 January 2019, the Company announced
     (If issued as consideration for      that it had entered into a new unsecured $3.6M
     the acquisition of assets, clearly   loan facility with Tembo Capital (Loan Facility).
     identify those assets)               Pursuant to the terms of the Loan Facility, the
                                          Company agreed to issue 11,000,000 unlisted
                                          options to Tembo Capital. The issue of options
                                          was approved by shareholders at the General
                                          Meeting held on 7 June 2019.

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                 Rule 7.1 – 300,501,738.
     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                                   17 June 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)
                                           Number            +Class

9    Number and +class of all             222,307,679      Convertible notes.
     +securities not quoted on
                                            3,040,540      Unlisted options exercisable at $0.037
     ASX (including the +securities                        expiring 15 August 2019.
     in 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.

                                           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     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:         17 June 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

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