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ORION MINERALS LIMITED - Appendix 5B

Release Date: 29/01/2020 09:25
Code(s): ORN     PDF:  
Wrap Text
Appendix 5B

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”)

APPENDIX 5B


Mining exploration entity and oil and gas exploration entity quarterly report
Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/13, 01/09/16



 Name of entity
 Orion Minerals Ltd
 ABN                                                              Quarter ended (“current quarter”)
 76 098 939 274                                                   December 2019

 Consolidated statement of cash flows                                 Current quarter                   Year to date
                                                                          $A’000                         (6 months)
                                                                                                           $A’000

 1.      Cash flows from operating activities
 1.1     Receipts from customers                                             ---                              ---
 1.2     Payments for
         (a)     exploration & evaluation                                  (3,059)                          (5,923)
         (b)     development                                                 ---                              ---
         (c)     production                                                  ---                              ---
         (d)     staff costs                                                (469)                            (880)
         (e)     administration and corporate costs                         (884)                           (1,518)
 1.3     Dividends received (see note 3)                                     ---                              ---
 1.4     Interest received                                                    10                               21
 1.5     Interest and other costs of finance paid                           (186)                            (371)
 1.6     Income taxes paid                                                   ---                              ---
 1.7     Research and development refunds                                    ---                              ---
 1.8     Other (provide details if material)                                 ---                              ---
 1.9     Net cash from / (used in) operating                               (4,588)                          (8,671)
         activities


 2.        Cash flows from investing activities
 2.1       Payments to acquire:
           (a)    property, plant and equipment                              ---                              ---
           (b)    tenements (see item 10)                                    ---                              ---
           (c)    investments                                                ---                              ---
           (d)    other non-current assets                                   ---                              ---
 2.2       Proceeds from the disposal of:
           (a)    property, plant and equipment                              ---                              ---
           (b)    tenements (see item 10) 
                                    ---   
                                    ---
Consolidated statement of cash flows                                    Current quarter          Year to date
                                                                             $A’000                (6 months)
                                                                                                     $A’000
       (c)   investments                                                       ---                        ---
       (d)   other non-current assets                                          ---                        ---
2.3    Cash flows from loans to other entities                                 ---                        ---
2.4    Dividends received (see note 3)                                         ---                        ---
2.5    Other (provide details if material)                                      33                         33
2.6    Net cash from / (used in) investing activities                           33                         33



3.     Cash flows from financing activities
3.1    Proceeds from issues of shares                                         9,466                      12,800
3.2    Proceeds from issue of convertible notes                                ---                        ---
3.3    Proceeds from exercise of share options                                 ---                        ---
3.4    Transaction costs related to issues of shares,                         (324)                       (324)
       convertible notes or options 
3.5    Proceeds from borrowings                                                ---                        ---
3.6    Repayment of borrowings                                                 ---                        ---
3.7    Transaction costs related to loans and                                  ---                        ---
       borrowings  
3.8    Dividends paid                                                          ---                        ---
3.9    Other (provide details if material)                                     ---                        ---
3.10   Net cash from / (used in) financing activities                         9,142                      12,476


4.     Net increase / (decrease) in cash and
       cash equivalents for the period
4.1    Cash and cash equivalents at beginning of
       period                                                                  621                        1,395
4.2    Net cash from / (used in) operating activities                       (4,588)                      (8,671)
       (item 1.9 above)
4.3    Net cash from / (used in) investing activities                           33                          33
       (item 2.6 above)
4.4    Net cash from / (used in) financing activities                        9,142                       12,476
       (item 3.10 above)
4.5    Effect of movement in exchange rates on cash                             19                          (6)
       held
4.6    Cash and cash equivalents at end of period                            5,227                        5,227


5.     Reconciliation of cash and cash                                   Current quarter               Previous quarter
       equivalents                                                           $A’000                        $A’000
       at the end of the quarter (as shown in the
       consolidated statement of cash flows) to the
       related items in the accounts
5.1    Bank balances                                                           5,227                       621
5.2    Call deposits                                                            ---                        ---
5.3    Bank overdrafts                                                          ---                        ---
5.4    Other (provide details)                                                  ---                        ---
5.5    Cash and cash equivalents at end of quarter                             5,227                       621
       (should equal item 4.6 above)

6.      Payments to directors of the entity and their associates                                             Current quarter
                                                                                                                   $A'000
6.1     Aggregate amount of payments to these parties included in item 1.2                                           181
6.2     Aggregate amount of cash flow from loans to these parties included in                                        ---
        item 2.3
6.3     Include below any explanation necessary to understand the transactions included in items 6.1 and 6.2
Payments to directors and associates were on normal commercial terms. These payments represent director fees and
payments in terms of consultancy agreements with director-related entities.


7.      Payments to related entities of the entity and their                                    Current quarter
        associates                                                                                  $A'000

7.1     Aggregate amount of payments to these parties included in item 1.2                            ---
7.2     Aggregate amount of cash flow from loans to these parties included in                         ---
        item 2.3
7.3     Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2




8.      Financing facilities available                        Total facility amount        Amount drawn at quarter
        Add notes as necessary for an understanding of           at quarter end                     end
        the position                                                 $A’000                       $A’000

8.1     Loan facilities                                               5,000                         5,000
8.2     Credit standby arrangements                                    ---                            ---
8.3     Other (please specify)                                         ---                            ---
8.4     Include below a description of each facility above, including the lender, interest rate and whether it is secured
        or unsecured. If any additional facilities have been entered into or are proposed to be entered into after
        quarter end, include details of those facilities as well.
        Note: Amounts above exclude capitalised interest and fees.

 Convertible Loan
 On 25 January 2019, Orion Minerals Limited (Orion or Company) announced a $3.6M loan facility with Tembo Capital Mining Fund
 II LP (Tembo) (Loan Facility). The key terms of the Loan Facility are:
   •    Loan Facility Amount: Up to $3.6M;
   •    Interest: Capitalised at 12% per annum accrued daily on the amount drawn down;
   •    Repayment: Tembo may elect for repayment of the balance of the Loan Facility (including capitalised interest and fees)
        (Outstanding Amount) to be satisfied by the issue of fully paid ordinary shares (Shares) by the Company to Tembo at a
        deemed issue price of 2.6 cents per Share, subject to receipt of Shareholder approval (if applicable). The Outstanding
        Amount must be repaid by 25 June 2020 (On 24 January 2020, Tembo and the Company agreed to extend the Repayment
        date to 25 June 2020 (previously 25 January 2020)), or if Tembo elects to receive Shares in repayment of the Outstanding
        Amount in lieu of payment in cash, the date on which the Shares are to be issued to Tembo (or such later date as may be
        agreed between Tembo and Orion);
   •    Establishment fee:
         o    Cash - capitalised 5% of the Loan Facility Amount and capitalised 4% of the Outstanding Amount as of 24 January
              2020, payable on the Repayment date; and
         o    Options - 11M unlisted Orion options, exercisable at a price of 3.0 cents per option, expiring on 17 June 2024.
   •    Security: Loan Facility is unsecured.
 At Quarter end, the balance of the Loan Facility was $4.20M (including capitalised interest and fees).

 AASMF Loan
 On 2 November 2015, Repli Trading No 27 (Pty) Ltd (Repli) and Anglo American sefa Mining Fund (AASMF) entered into a loan
 agreement for the further exploration and development of the Copperton Project. Under the terms of the loan, on 1 August 2017,
 AASMF advanced ZAR14.25M to Repli. The key terms of the agreement are as follows:
  •   Loan amount: ZAR14.25M (~$1.40M);
  •   Interest: Prime lending rate in South Africa;
  •   Repayment: Repayable on the earlier of 3 years from the date of the advance (1 August 2020) or on the date which Repli
      raises any additional finance for the further development of the Copperton Project; and
  •   Security: 29.17% of the shares held in Repli by the Agama group (a wholly owned subsidiary of the Company), have been
      pledged as security to AASMF for the performance of Repli's obligations in terms of the loan.
 At Quarter end, the balance of the loan was $1.84M (including capitalised interest).
 For further information in relation to the Convertible Loan and the AASMF Loan, refer to the Company’s Full Year Statutory Accounts
 for financial year ending 30 June 2019.


 9.       Estimated cash outflows for next quarter                                                             $A’000
 9.1      Exploration and evaluation                                                                            3,000
 9.2      Development                                                                                             ---
 9.3      Production                                                                                              ---
 9.4      Staff costs                                                                                             ---
 9.5      Administration and corporate costs                                                                      800
 9.6      Other (provide details if material)                                                                     ---
 9.7      Total estimated cash outflows                                                                         3,800

Note: Exploration and evaluation expenditure estimated cash outflows relate principally to Bankable Feasibility Study
optimisation studies and early works at the Company’s Prieska Copper-Zinc Project.

 10.      Changes in Tenement reference and                                     Nature of     Interest at   Interest at
          tenements     location                                                interest      beginning     end of quarter
          (items 2.1(b)                                                                       of quarter
          and 2.2(b)
          above)
 10.1     Interests in             South Africa Prospecting Rights
          mining                                                ---
          tenements and
          petroleum                       WA Exploration Licence
          tenements                                             ---
          lapsed,                         VIC Exploration Licence
          relinquished or
                                                                ---
          reduced

 10.2     Interests in             South Africa Prospecting Rights
          mining                                                ---
          tenements and
          petroleum                       WA Exploration Licence
          tenements                                             ---
          acquired or                     VIC Exploration Licence
          increased
                                                                ---



Compliance statement

1       This statement has been prepared in accordance with accounting standards and policies
        which comply with Listing Rule 19.11A.
2       This statement gives a true and fair view of the matters disclosed.



Sign here:       ............................................................               Date: 29 January 2020
                     (Company secretary)

Print name:      Martin Bouwmeester

Notes

1.      The quarterly report provides a basis for informing the market how the entity’s activities have
        been financed for the past quarter and the effect on its cash position. An entity that wishes to
        disclose additional information is encouraged to do so, in a note or notes included in or
        attached to this report.

2.      If this quarterly report has been prepared in accordance with Australian Accounting Standards,
        the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral
        Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly report
        has been prepared in accordance with other accounting standards agreed by ASX pursuant to
        Listing Rule 19.11A, the corresponding equivalent standards apply to this report.

3.      Dividends received may be classified either as cash flows from operating activities or cash
        flows from investing activities, depending on the accounting policy of the entity.

29 January 2020


ENQUIRIES
Investors                               JSE Sponsor
Errol Smart – Managing Director & CEO   Rick Irving
Denis Waddell – Chairman                Merchantec Capital
T: +61 (0) 3 8080 7170                  T: +27 (0) 11 325 6363
E: info@orionminerals.com.au            E: rick@merchantec.co.za
Suite 617, 530 Little Collins Street
Melbourne, VIC, 3000


Media
Nicholas Read                           Barnaby Hayward
Read Corporate, Australia               Tavistock, UK
T: +61 (0) 419 929 046                  T: +44 (0) 207 920 3150
E: nicholas@readcorporate.com.au        E: orion@tavistock.co.uk

Date: 29-01-2020 09:25:00
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