FIN RESOURCES LIMITED — Capital/Financing Update 2015

May 11, 2015

12
May
2015

==> picture [130 x 95] intentionally omitted <==

Manager
of
Company
Announcements ASX
Limited Level
8
Exchange
Plaza 2
The
Esplanade PERTH
WA
6000

Via
E-­‐Lodgement

**PLACEMENT

UPDATE**

Orca
Energy
Limited
(ASX:
OGY)
(the Company or Orca )
is
pleased
to
provide
an
update
with respect
to
the
Subscription
Agreement
( Agreement )
with
strategic
cornerstone
investors, Bentley
Resources
Pte
Ltd
( Bentley )
and
Trepang
Services
Pty
Ltd
( Trepang ),
in
respect
to
the placement
of
1,504,609,586
fully
paid
ordinary
shares
( Shares )
to
raise
a
total
of
$20m, together
with
429,888,454
free
attaching
options
(each
with
an
exercise
price
of
$0.0133 and
an
expiry
date
of
30
June
2018)
( Placement ).

The
Company
advises
that
it
has
engaged
BDO
Corporate
Finance
to
prepare
an
independent expert's
report
( IER )
in
respect
to
the
issue
of
the
securities
to
Bentley
and
Trepang,
which will
be
included
in
the
Notice
of
General
Meeting
for
consideration
by
shareholders
for
the purposes
of
item
7,
section
611
of
the
Corporations
Act.

Further
terms
and
conditions
of
the
Agreement
(including
the
terms
and
conditions
of
the options
and
performance
rights
to
be
issued)
will
be
included
in
the
Notice
of
General Meeting
that
the
Company
will
despatch
to
shareholders
for
the
purposes
of
convening
a General
Meeting
to
satisfy
the
shareholder
approval
condition
detailed
in
the
Agreement. The
General
Meeting
is
expected
to
be
convened
in
late
June.

**Board

Composition**

As
previously
advised,
it
is
proposed
that
upon
completion
of
the
Placement,
Mr.
Tinkler
will join
the
board
of
Orca
as
Executive
Chairman
and
Mr.
John
Robinson
Jnr
will
also
join
the board
as
a
Director.

BOARD
&
MANAGEMENT Mr
Greg
Bandy MANAGING
DIRECTOR Mr
Jason
Bontempo NON-­‐EXECUTIVE
DIRECTOR Mr
Nathan
Rayner NON-­‐EXECUTIVE
DIRECTOR Mr
Aaron
Bertolatti COMPANY
SECRETARY

REGISTERED
OFFICE Level
1 35
Richardson
Street West
Perth
WA
6005

POSTAL
ADDRESS PO
Box
1440 West
Perth
WA
6872

CONTACT
DETAILS Tel:
+61
8
9212
0102

WEBSITE www.orcaenergy.com.au

SHARE
REGISTRY Advanced
Share
Registry 150
Stirling
Highway Nedlands
WA
6009

ASX
CODE OGY

Further,
it
is
anticipated
that
Mr
Greg
Bandy
will
resign
as
Managing
Director,
Mr
Nathan Rayner
will
resign
as
a
Non-­‐Executive
Director
of
the
Company
and
Mr
Aaron
Bertolatti
will resign
as
company
secretary
at
completion
of
the
Placement.
Mr
Jason
Bontempo
will remain
on
the
Board
as
a
Non-­‐Executive
Director.

**Capital

Structure**

Subject
to
completion
of
the
sale
of
the
Cooper
Basin
Assets
and
shareholders
approving
the relevant
resolutions
at
the
General
Meeting:

• (a) Bentley
  (or
  nominees)
  will
  acquire
  a
  38.5%
  strategic
  holding
  in
  the
  Company through
  the
  issue
  of
  752,304,793
  Shares
  for
  a
  subscription
  amount
  of A$6,666,666.67;
  and

• (b) Trepang
  will
  acquire
  a
  38.5%
  strategic
  holding
  in
  the
  Company
  through
  the
  issue
  of 752,304,793
  Shares
  for
  a
  subscription
  amount
  of
  A$13,333,333.33.

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Subject
to
shareholders
approving
the
relevant
resolutions
at
the
General
Meeting,
following
completion
of
the Placement
and
the
issue
of
the
additional
securities
that
the
Company
intends
to
issue
(as
announced
on
6
May 2015),
the
proposed
capital
structure
of
the
Company
will
be
as
follows:

	Shares	Options	Performance Rights3
Existing security holders	451,382,876	38,500,0001	Nil
Bentley (or nominees)	752,304,793	214,944,2272	Nil
Trepang	752,304,793	214,944,2272	Nil
Corporate Advisors	Nil	56,666,6672	Nil
Mr Nathan Tinkler (or nominees)	Nil	Nil	387,000,000
Mr Jason Bontempo (or nominees)	Nil	28,333,3332	Nil
Prospective Employee(s) (or nominees)	Nil	Nil	55,500,000
TOTAL	1,955,992,462	553,388,454	442,500,000

Notes:

1. Comprising
   of:

(a) 28,000,000
Options,
each
with
an
exercise
price
of
$0.030
and
an
expiry
date
of
31
December 2015;
and

• (b) 10,500,000
  Options,
  each
  with
  an
  exercise
  price
  of
  $0.015
  and
  an
  expiry
  date
  of
  31
  December 2017.

• Each
  option
  with
  an
  exercise
  price
  of
  $0.0133
  and
  an
  expiry
  date
  of
  30
  June

• The
  performance
  rights
  (issued
  for
  nil
  cash
  consideration)
  will
  convert
  in
  three
  tranches
  of
  147,500,000
  each, upon
  Orca
  achieving
  a
  20
  day
  volume
  weighted
  average
  share
  price
  of
  2.5c,
  5c
  and
  10c.

**Cooper

Basin
Asset
Sale**

The
Company
also
advises
that
it
has
received
a
deposit
amount
of
$531,704
from
Senex
Energy
Limited
(ASX: SXY)
for
the
sale
of
its
Cooper
Basin
Assets.
Orca
expects
to
receive
the
balance
of
approximately
$1.4m
within the
next
week.

For
and
on
behalf
of
the
Board

==> picture [102 x 44] intentionally omitted <==

Greg
Bandy Managing
Director

Media Enquiries

Brunswick
Group +65
6426
8188 Kate
Holgate Pooja
Gupta-­‐Fricke

Level
1,
35
Richardson
Street,
West
Perth
WA
6005

|

Tel:
+61
8
9212
0102

|

www.orcaenergy.com.au

|

ABN
25
009
121
644 2 | P a g e