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ORION MINERALS LIMITED - Tranche 2 Share Issue and Lodgement of Appendix 3B

Release Date: 22/07/2019 09:13
Code(s): ORN     PDF:  
 
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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