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

Release Date: 06/09/2019 09:53
Code(s): ORN     PDF:  
Wrap Text
Tranche 2 Share Issue and Lodgement of Appendix 3B

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


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 today issued 20,000,000 Shares in the Company at $0.04 per Share and 10,000,000
Options, to raise $0.8M, and finalising the receipt of funds from investors for Tranche 2
commitments.

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




Denis Waddell
Chairman

6 September 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    E: orion@tavistock.co.uk   E: rick@merchantec.co.za
                                                 .com.au

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
Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 to                  1.    20,000,000
          be issued (if known) or maximum                     2.    10,000,000
          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                           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 – 324,692,854.
          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                                            6 September 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                                   2,164,619,024             Fully paid ordinary
          +securities    quoted on ASX                                                         shares
          (including the +securities in section
          2 if applicable)




+ See chapter 19 for defined terms.

04/03/2013                                                                                           
                                                Number           +Class


9         Number and +class of all              222,307,679      Convertible notes.
          +securities not quoted on ASX
                                                100,466,749      Unlisted options exercisable at $0.05
          (including the +securities in                          expiring 31 October 2019.
          section 2 if applicable)
                                                    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
          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:      6 September 2019



+ See chapter 19 for defined terms.

04/03/2013                                                                                                

Date: 06/09/2019 09:53:00
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