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ORION MINERALS LIMITED - Share Issue, Appendix 3B and Extension of Share Purchase Plan Closing Date

Release Date: 22/11/2019 08:51
Code(s): ORN     PDF:  
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Share Issue, Appendix 3B and Extension of Share Purchase Plan Closing Date

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”)


Share Issue, Appendix 3B and Extension of Share Purchase Plan Closing Date


Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) announced on 14 November 2019 that it has
increased its Share placement to sophisticated and professional investors by $1.3M to $7.7M, by way of the
placement of 308.7M fully paid ordinary shares (Shares) at $0.025 per Share (Placement).

On 1 November 2019 and 5 November 2019, the Company issued a total of 254.8M Shares in the Company at
$0.025 per Share, to raise $6.4M, following the receipt of funds from investors for Placement commitments.

Orion has today issued 53,904,167 Shares in the Company at $0.025 per Share, to raise $1.3M, finalising the
Placement. The issue of the Placement 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 the Placement Shares.


Extension of Closing Date for Share Purchase Plan

Orion wishes to advise that the closing date for its Share Purchase Plan (SPP) has been extended by one week to
6 December 2019, from the original closing date of 29 November 2019.

Following the announcement by the Company that it has increased its Share Placement to investors by $1.3M to
$7.7M and today’s issue of Shares to finalise the Placement, it has been decided to extend the closing date of
the SPP by one week, to provide additional time for the Company’s shareholders to participate in the SPP.

Under the SPP, each Eligible Shareholder is entitled to apply for parcels of Shares ranging from a minimum of
$2,000 up to a maximum of $30,000 without incurring brokerage or transaction costs. The issue price of Shares
under the SPP is 2.5 cents per Share.

Shareholders wishing to participate in the SPP should apply either by completing the Application Form mailed to
shareholders as instructed and returning it to the address indicated on the Application Form, together with
appropriate payment for the number of Shares applied for under the SPP, or by making payment directly by
BPAY® in accordance with the details on the Application Form.

Applications and payment must be received by 7pm (Melbourne time) on 6 December 2019.

The issue date for Shares subscribed for under the SPP will now be on or around 12 December 2019, with
quotation of new Shares and dispatch of holding statements expected to take place on 13 December 2019. No
other changes have been made to the terms and conditions of the SPP as set out in the SPP information booklet
dated 30 October 2019.


Denis Waddell
Chairman

22 November 2019

ENQUIRIES

Investors                                  Media                                      JSE Sponsor
Errol Smart – Managing Director & CEO      Nicholas Read                              Rick Irving
Denis Waddell – Chairman                   Read Corporate, Australia                  Merchantec Capital
T: +61 (0) 3 8080 7170                     T: +61 (0) 419 929 046                     T: +27 (0) 11 325 6363
E: info@orionminerals.com.au               E: nicholas@readcorporate.com.au           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                Fully paid ordinary shares.
          be issued


 2        Number of +securities issued or                   53,904,167
          to be issued (if known) or
          maximum number which may
          be issued

 3        Principal     terms      of  the                  Fully paid ordinary shares.
          +securities   (e.g. if options,
          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)

 4        Do the +securities rank equally                   Shares rank equally with all other fully paid
          in all respects from the +issue                   ordinary shares on issue.
          date with an existing +class of
          quoted +securities?
          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                      2.5 cents per fully paid ordinary share.



 6        Purpose of the issue                              Funds will be used primarily for Bankable
          (If issued as consideration for                   Feasibility Study optimisation studies and early
          the acquisition of assets, clearly                works at the Prieska Project, exploration on the
          identify those assets)                            Company’s tenements in the Northern Cape of
                                                            South Africa and for working capital.


 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 – 62,243,259.
          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                                    22 November 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                          2,781,686,875               Fully paid ordinary
          +securities    quoted on ASX                                                  shares
          (including the +securities in
          section 2 if applicable)

                                                            Number            +Class


 9        Number and +class of all                          250,000           Unlisted options exercisable at $0.045
          +securities not quoted on                                           expiring 30 November 2019.

          ASX (including the +securities                    250,000           Unlisted options exercisable at $0.06
          in section 2 if applicable)                                         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: 22 November 2019

Date: 22/11/2019 08:51:00
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