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Share Issue – Notice under Section 708A(5)(e)
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”)
SHARE ISSUE – NOTICE UNDER SECTION 708A(5)(E)
Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) is pleased to announce that
the major component of the Black Economic Empowerment (BEE) Restructure referred to in its
recent announcements has now been completed, marking another important step forward
for its flagship Prieska Copper-Zinc Project in South Africa.
Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) announced today that it has
received conversion notices from all Convertible Noteholders, requesting the conversion of
the Convertible Notes held by them into fully paid ordinary shares (Shares) in the Company.
A total of 232.69 million Convertible Notes to the value of $6.05 million (each with a face
value of $0.026) were issued on 17 March 2017 to various sophisticated and professional
investors (Convertible Notes), as part of a previously announced capital raising (see ASX
release: 7 February 2017). The Company obtained Shareholder approval for the issue of the
Convertible Notes on 13 March 2017. The maturity date of the Convertible Notes is 30
September 2019. Key terms of the Convertible Notes are set out in the Company’s ASX
release dated 8 March 2017 and 25 January 2019.
The Company has today issued 222,307,679 Shares to the Noteholders on conversion of the
Convertible Notes, thereby reducing the Company’s current liabilities by $5.8 million (as 10.3
million Convertible Notes were converted into Shares in April 2019).
In accordance with section 708A(5)(e) of the Corporations Act 2001 (Act), the Company
advises as follows:
1. this notice is being given under paragraph 708A(5)(e) of the Act;
2. the Company issued the Shares without disclosure to investors under Part 6D.2 of the
Act;
3. as at the date of this notice, the Company has complied with the provisions of
Chapter 2M of the Act as they apply to the Company;
4. as at the date of this notice, the Company has complied with section 674 of the Act;
and
5. all information of the kind that would be required to be disclosed to the market for the
purposes of section 708A(6)(e) of the Act has been disclosed to ASX Limited.
Denis Waddell
Chairman
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
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 Fully paid ordinary shares.
be issued
2 Number of +securities issued or to 222,307,679
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 Deemed issue price of 2.6 cents per fully paid
ordinary share.
6 Purpose of the issue To satisfy the Company’s obligation to issue
(If issued as consideration for the shares following the conversion of Convertible
acquisition of assets, clearly Notes issued on 17 March 2017, as approved at
identify those assets) a general meeting of Shareholders held on 13
March 2017. 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 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 – 370,947,409.
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 24 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 2,472,982,725 Fully paid ordinary
+securities quoted on ASX shares
(including the +securities in section
2 if applicable)
Number +Class
9 Number and +class of all
+securities not quoted on ASX 100,466,749 Unlisted options exercisable at $0.05
expiring 31 October 2019.
(including the +securities in
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: 24 September 2019
Date: 25/09/2019 09:03:00
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