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ORION MINERALS LIMITED - Completion of BEE Restructure Share Issue and Appendix 3B

Release Date: 29/11/2019 09:45
Code(s): ORN     PDF:  
 
Wrap Text
Completion of BEE Restructure Share Issue and 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”)


Completion of BEE Restructure Share Issue and Appendix 3B


Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) refers to announcements by the Company on
16 April 2019, 2 August 2019 and 12 September 2019, regarding the restructure of its Black Economic
Empowerment (BEE) participation in its subsidiaries, being Repli Trading No. 27 (Pty) Ltd (Repli), which owns the
majority of the Prieska Copper-Zinc Project and which was granted a Mining Right in September 2019 (refer
ASX release 3 September 2019), Vardocube (Pty) Limited (Vardocube), Bartotrax (Pty) Limited (Bartotrax) and
Rich Rewards Trading 437 (Pty) Limited (Rich Rewards)(BEE Restructure).

In terms of the BEE Restructure, on 12 September 2019, the then BEE shareholders in Repli, Rich Rewards and
Bartotrax, being the Mosiapoa Family Trust (or its nominee) (Mosiapoa) and Power Matla (Pty) Ltd, exchanged
their shares in Repli, Rich Rewards and Bartotrax (as applicable) for 86.06M Orion fully paid ordinary shares
(Shares), at a deemed issue price of $0.0314 per Share.

Orion has today issued 47,825,602 Shares in the Company at a deemed issue price of $0.0314 per Share to
African Exploration Mining Finance SOC Limited and Mosiapoa (together, Residual BEE Investors). The Shares
were issued to the Residual BEE Investors as consideration for the repurchase by Vardocube, of shares held by
the Residual BEE Investors in that company, finalising the BEE Restructure.

The Shares were issued pursuant to shareholder approval obtained at the Company's annual general meeting
held on 28 November 2019.

Please find attached an Appendix 3B relating to today’s issue of the Shares to the Residual BEE Investors.


Errol Smart
Managing Director and CEO

29 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).




                                                                                                  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                   47,825,602.
        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                       Deemed issue price of 3.14 cents per fully paid
                                                           ordinary share.
                                                           Issue of fully paid ordinary shares to residual
                                                           Black Economic Empowerment (BEE) Investors to
                                                           satisfy, in full, the repurchase of shares held by
                                                           residual BEE investors in Orion’s subsidiary entity,
                                                           Vardocube Proprietary Limited (Vardocube).
                                                           The deemed issue price of 3.14 cents per fully
                                                           paid ordinary share is in consideration for the
                                                           price payable by Vardocube to the relevant
                                                           residual BEE Investor for the repurchase of
                                                           shares.

 6      Purpose of the issue                               The fully paid ordinary shares were issued as
        (If issued as consideration for                    consideration for the repurchase by the
        the acquisition of assets, clearly                 Company's subsidiary Vardocube of shares held
        identify those assets)                             by the residual BEE Investors in that company
                                                           and as such, no funds will be raised from the
                                                           issue of the fully paid ordinary shares.

 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 – 69,417,099.
        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                                     29 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                           2,829,512,477               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:         29 November 2019

Date: 29-11-2019 09:45:00
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