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ORION MINERALS LIMITED - Anglo American Sefa Mining Fund Joins the Orion Share Register Following Completion of Share Issue

Release Date: 08/07/2019 08:25
Code(s): ORN     PDF:  
 
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Anglo American Sefa Mining Fund Joins the Orion Share Register Following Completion of Share Issue

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”)

ANGLO AMERICAN SEFA MINING FUND JOINS THE ORION SHARE REGISTER FOLLOWING
COMPLETION OF SHARE ISSUE

Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) is pleased to advise that the issue
of Shares to South African institutional investor, the Anglo American sefa Mining Fund (AASMF)
announced on 4 March 2019, has now been completed.

AASMF subscribed for 15.75M redeemable preference shares in Repli Trading No 27 (Pty) Ltd
(Repli), a 73.33% owned subsidiary of Orion, in November 2015 at a subscription price of ZAR1 per
redeemable preference share (ZAR15.75M (~A$1.58M)) (Preference Shares) as part of a seed
capital investment with the previous owners of the Prieska Copper-Zinc Project.

As outlined in the Company’s ASX Announcement dated 4 March 2019, AASMF agreed to the
redemption of the Preference Shares, in exchange for ordinary shares in Orion (Shares), the ASX
and JSE listed parent company of Repli (Share Exchange Agreement).

Under the terms of the Share Exchange Agreement and following the receipt of Orion shareholder
approval at a meeting held on 7 June 2019, Repli has voluntarily redeemed the Preference Shares
in consideration for Orion issuing the Shares to AASMF.

In satisfaction of the redemption amount payable by Repli to AASMF of ZAR25.05M (~A$2.05M),
in connection with the voluntary redemption of the Preference Shares by Repli, on 5 July 2019,
Orion issued 77,567,412 Shares to AASMF at a deemed issue price of $0.0323 per Share. No funds
were raised from the issue of the Shares.

Following completion of the Share issue, AASMF holds an approximate 3.7 per cent stake in Orion.

An Appendix 3B relating to the issue of those Shares is attached.

About Sefa Mining Fund
Launched in 2003, the AASMF is a joint initiative between Anglo American Zimele (Pty) Ltd and
Small Enterprise Finance Agency (sefa) formerly known as Khula Enterprise Finance Limited, a
government-owned entity that promotes small and medium enterprise development.

As a value-adding relationship investor, the AASMF helps such mining enterprises that applied
before March 2017 with equity and loan finance at prime interest rates p.a., complemented by
technical support during the high-risk exploration and pre-feasibility stages of projects – which can
get extremely complicated. Basically, this Fund brings its beneficiaries’ businesses to commercially
bankable positions at which point such beneficiaries can approach lenders and raise finance to
get their mining operations commissioned.

Denis Waddell
Chairman

8 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              Fully paid ordinary shares.
   issued

2  Number of +securities issued or to                 77,567,412.
   be issued (if known) or maximum
   number which may be issued

3  Principal terms of the +securities                 Fully paid ordinary shares.
   (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 in Shares rank equally with all other fully paid
   all respects from the +issue date ordinary shares on issue.
   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             3.23 cents per fully paid ordinary share.
                                            On 7 June 2019, Orion Minerals Ltd (Orion)
                                            obtained shareholder approval for the issue of
                                            such number of fully paid ordinary shares
                                            (Shares) to Anglo American sefa Mining Fund
                                            AASMF) required to satisfy, in full, amounts
                                            payable by Orion’s subsidiary, Repli Trading No
                                            27 (Pty) Ltd (Repli) to AASMF in satisfaction of
                                            the redemption amount in respect of the
                                            voluntary redemption by Repli of the 15,750,000
                                            preference shares held by AASMF in Repli.
                                            The deemed issue price per Share is the 30 day
                                            VWAP of the Shares in the period up to and
                                            including the date on which all conditions under
                                            the AASMF Share Redemption Placement
                                            Agreement between Orion and AASMF were
                                            satisfied.
                                            Further details are set out in the Company’s
                                            Notice of General Meeting for the meeting held
                                            7 June 2019.


6    Purpose of the issue                   The fully paid ordinary shares were issued in
     (If issued as consideration for the    satisfaction of the redemption amount payable
     acquisition of assets, clearly         by Orion's subsidiary, Repli, to AASMF in
     identify those assets)                 connection with the voluntary redemption of the
                                            preference shares by Repli, and as such no funds
                                            will be raised from the issue of the fully paid
                                            ordinary shares.



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 – 312,136,849.
     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                                          5 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                 2,080,912,329              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
                                                                   3,040,54        Unlisted options exercisable at $0.037
   (including the +securities in                                                   expiring 15 August 2019.
   section 2 if applicable)
                                                                 58,613,402        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
    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:      8 July 2019

                                                                                                                      Appendix 3B Page 7

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