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').
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