To view the PDF file, sign up for a MySharenet subscription.

ORION MINERALS LIMITED - Tranche 1 Share Issue and Lodgement of Appendix 3B

Release Date: 23/04/2019 16:25
Code(s): ORN     PDF:  
 
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 50,625,000 Shares in the Company at $0.04 per Share and 25,312,500 Options,
to raise $2.03M, resulting from a receipt of funds from investors for Tranche 1 commitments. The
Company has received commitments for the balance of Tranche 1 (being $2.66M) and these Shares
and Options are expected to be issued shortly.

Proceeds from the Placement will be used principally to finalise the BFS on the Company’s Prieska
Project, which is scheduled to be completed in the current quarter. Funds will also be used to continue
exploration programs on the Company’s highly prospective tenements located in the Northern Cape,
South Africa and for working capital.

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.

+ See chapter 19 for defined terms.

Denis Waddell
Chairman

23 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, 300

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.
                                                                                       Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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 be        1.   50,625,000.
        issued (if known) or maximum                 2.   25,312,500.
        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
                                                           expiring 31 October 2019.
        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 in all       1. Shares rank equally with all other fully paid
    respects from the +issue date with an           ordinary shares on issue.
    existing +class of quoted +securities?       2. No. The options will not be quoted. Shares
    If the additional +securities do not            to be issued upon exercise of options will
    rank equally, please state:                     rank equally with all other fully paid ordinary shares on issue.

      - the date from which they do                     
        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

+ See chapter 19 for defined terms.

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 identify   bankable feasibility study, continue
        those assets)                             exploration programs on the Company’s
                                                  Northern Cape South African tenements and
                                                  for general working capital purposes.


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 without      Not applicable.
        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 7.1A,    Not applicable.
        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

+ See chapter 19 for defined terms.

6i      Calculate the entity’s remaining issue        Rule 7.1 – 205,122,525.
        capacity under rule 7.1 and rule 7.1A
        – complete Annexure 1 and release             Rule 7.1A – Not applicable.
        to ASX Market Announcements

7       +Issue dates                                  23 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 +securities          1,924,358,497        Fully paid ordinary shares
        quoted on ASX (including the
        +securities in section 2 if applicable)

+ See chapter 19 for defined terms.
                                                      Number               +Class
9                                                     232,692,294          Convertible notes.
        Number and +class of all
        +securities not quoted on ASX                 18,333,333           Unlisted options exercisable
                                                                           at $0.02 expiring 30
         (including the +securities in                                     November 2020.
                      section 2 if applicable)
                                                      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.

                                                      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.

                                                      3,040,540            Unlisted options exercisable
                                                                           at $0.037 expiring 15 August
                                                                           2019.

                                                      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.

                                                      25,312,500           Unlisted options exercisable
                                                                           at $0.05 expiring 31 October
                                                                           2019.

10       Dividend policy (in the case of a    Not applicable.
         trust, distribution policy) on the
          increased capital (interests)

+ See chapter 19 for defined terms.

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.

+ See chapter 19 for defined terms.
                
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:          23 April 2019

+ See chapter 19 for defined terms.

Date: 23/04/2019 04:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Email this JSE Sens Item to a Friend.

Share This Story