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Notice of General Meeting
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
NOTICE OF GENERAL MEETING
to be held on
Thursday, 18 August 2022 at 3:00 p.m. (AWST) at
Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western
Australia
and
EXPLANATORY MEMORANDUM
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to voting.
IMPORTANT INFORMATION REGARDING COVID-19
The Company is closely monitoring the impact of COVID-19 in Western Australia and is seeking to follow
guidance from the Federal Government and State Governments.
The Company is taking precautions to facilitate an in person meeting in accordance with COVID-19 safe
processes. However, due to the ongoing COVID-19 pandemic, we strongly encourage you to vote by
completing and returning the separately enclosed Appointment of Proxy form in accordance with its
instructions and participate in the Meeting via teleconference or webcast (as discussed in this Notice of
Meeting), rather than attending in person. If you do not wish to attend the Meeting in person, you must vote
by way of Proxy in accordance with its instructions.
If you nevertheless choose to attend in person, to assist us in implementing social distancing, please register
your intention to attend with the Company Secretary at least 48 hours before the Meeting (email:
info@orionminerals.com.au). Space at the Meeting may be limited to ensure social distancing.
The government is implementing a range of measures to contain or delay the spread of COVID-19. If it
becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s
Notice of Meeting, the Company will notify Shareholders accordingly via the Company’s ASX Announcement
Platform at asx.com.au (ASX: ORN). Any Shareholders who plan to physically attend the Meeting should closely
monitor these platforms for any updates by the Company in regard to attending the Meeting in person and
alternative arrangements.
A PROXY FORM IS ENCLOSED AND YOU ARE STRONGLY ENCOURAGED TO COMPLETE AND RETURN IT IN
ACCORDANCE WITH THE SPECIFIED DIRECTIONS.
NOTICE OF GENERAL MEETING 2022 ORION MINERALS LTD
ACN 098 939 274
TABLE OF CONTENTS
1. Notice of Meeting 5
2. Explanatory Memorandum 8
• Resolutions 1(a), 1(b) and 1(c) – Ratification of Prior Issue – General Placement 1 Shares and Attaching
Options.
• Resolution 2 – Approval to Issue Shares and Attaching Options – General Placement 2 Shares and
Attaching Options.
• Resolution 3 – Approval to Issue Shares – General Placement 3 Shares.
• Resolution 4 – Approval to Issue Shares and Attaching Options – Mr Thomas Borman (or nominee).
• Resolution 5 – Approval to Issue Shares and Attaching Options – Mr Denis Waddell (or nominee).
• Resolution 6 – Ratification of Prior Issue – Whittle Consulting Shares.
3. Glossary 15
4. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are entitled to receive 5:00 p.m. (AWST) Wednesday, 13 July
the Notice of Meeting 2022
Posting of Notice of Meeting and announcement on SENS Monday, 18 July 2022
Last day to trade for Shareholders on South African Share register in 3:00 p.m. (AWST) Wednesday, 10
order to be entitled to vote at the Meeting August 2022
Voting record date 5:00 p.m. (SA Time) Monday, 15 August
(JSE Share register) 2022
Voting record date 5:00 p.m. (AWST) Tuesday, 16 August
(ASX Share register) 2022
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Tuesday, 16 August
(ASX Share register) 2022
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Monday, 15 August
(JSE Share register) 2022
General Meeting 3:00 p.m. (AWST) Thursday, 18 August
9:00 a.m. (SA Time) 2022
TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
The General Meeting of Orion Minerals Ltd (ACN 098 939 274) will be held at 3:00 p.m. (AWST) (9:00 a.m. SA Time) on
Thursday, 18 August 2022 at:
Clayton Utz
Level 27, QV. 1 Building
250 St Georges Terrace
Perth, Western Australia
Your Vote is Important
The business of the General Meeting affects your shareholding and your vote is important.
IMPORTANT INFORMATION REGARDING COVID-19
The Company is closely monitoring the impact of COVID-19 in Western Australia and is seeking to follow guidance from the
Federal Government and State Governments.
Shareholders are encouraged to vote by completing and returning a directed Appointment of Proxy form in accordance
with its instructions and participate in the Meeting via teleconference or webcast, rather than attending in person. If you
do not attend the Meeting in person, you must vote by way of Proxy in accordance with its instructions.
If you nevertheless choose to attend in person, please register your intention to attend with the Company Secretary at least
48 hours before the Meeting (email: info@orionminerals.com.au). Space at the Meeting may be limited to ensure social
distancing.
If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s Notice of
Meeting, the Company will notify Shareholders accordingly via the Company’s ASX Announcement Platform at asx.com.au
(ASX: ORN) and SENS announcement platform. Please monitor these platforms for any updates by the Company regarding
alternative arrangements.
Details on how Shareholders may vote are set out below.
Attendance via teleconference
Shareholders may join (and ask questions at) the Meeting via conference call, however, no real-time voting rights will apply
for those Shareholders joining the Meeting via conference call.
If you wish to vote, you must complete and return a directed Appointment of Proxy form in accordance with its instructions.
ASX Proxy forms must be submitted to the Company's share registry by 3:00 p.m. (AWST), on Tuesday, 16 August 2022 online
or by post and JSE proxy forms must be submitted to the Company’s share registry by 3:00 p.m. (AWST), on Monday, 15
August 2022 by email or post (see "Voting by Proxy and Corporate Representatives" below). Shareholders can lodge a proxy
by following the instructions on their personalised proxy form.
Details on how to access the conference call will be available on the Company’s website, www.orionminerals.com.au.
Voting in Person
To vote in person, attend the General Meeting on the date and at the place set out above.
Voting by Proxy and Corporate Representatives
To vote by proxy, your ASX Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Tuesday, 16
August 2022 and your JSE Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Monday, 15
August 2022. Proxy Forms can be lodged:
By mail: Link Market Services Limited JSE Investor Services (Pty) Ltd
Locked Bag A14 PO Box 4844
Sydney South NSW 1235 Johannesburg, 2000
By mobile device: Shareholders may submit their ASX Proxy Form by scanning Not applicable.
the QR code provided in the Proxy Form or enter the link
www.linkmarketservices.com.au into a mobile device. Log
in using the Security Reference Number (SRN) or Holder
Identification Number (HIN) and postcode for the
shareholding. To scan the code, shareholders will need a
QR code reader application which can be downloaded
for free on a mobile device.
By facsimile: (+61 2) 9287 0309 Not applicable.
By email: Not applicable. meetfax@jseinvestorservices.co.za
Online: Shareholders may submit their ASX proxy instruction online Not applicable.
on the Company’s Share Registry by visiting
www.linkmarketservices.com.au. Login to the Link website
using the holding details as shown on the ASX Proxy Form.
Select ‘Voting’ and follow the prompts to Lodge your
Proxy. To use the online lodgement facility, shareholders
will need their “Holder Identifier” - Securityholder
Reference Number (SRN) or Holder Identification Number
(HIN).
By hand: Link Market Services Limited* JSE Investor Services (Pty) Ltd**
Level 12, 680 George Street 19 Ameshoff Street
Sydney NSW 2000 Braaimfontein, 2001
* during business hours Monday to Friday (9:00 a.m. - 5:00 ** during business hours (Monday
p.m. Sydney time), subject to public health orders and to Friday, 9:00 a.m. - 5:00 p.m. SA
restrictions. time), subject to public health
orders and restrictions.
A Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy, who need not be a
Shareholder of the Company. A proxy may be an individual or a body corporate. If a Shareholder is entitled to cast two
or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise.
If a Shareholder appoints two proxies and their appointment does not specify the proportion or number of the Shareholder's
votes the proxy may exercise, each proxy may exercise one half of the Shareholder's votes. If a Shareholder appoints two
proxies, neither may vote on a show of hands.
Shareholders and their proxies should be aware that if proxy holders vote, they must cast all directed proxies as directed,
and any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be
executed in accordance with the Corporations Act.
The proxy form and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received at the
Company’s Share Registry at least 48 hours before the commencement of the General Meeting or any adjournment of that
Meeting.
If a representative of a corporate Shareholder or a corporate proxy is to attend the Meeting pursuant to section 250D of
the Corporations Act, a certificate of appointment of the representative must be produced prior to the admission to the
Meeting. A form of certificate of appointment can be obtained from the Company's registered office.
Voting Entitlements
Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that the
shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the General Meeting will be
as it appears in the ASX Share register at 5:00 p.m. (AWST) on Tuesday, 16 August 2022 or in the JSE Share register at 5:00
p.m. (SA Time) on Monday, 15 August 2022.
Attendance via teleconference
Shareholders may join the Meeting via conference call, however, no voting rights will apply. Details on how to access the
conference call will be available on the Company’s website, www.orionminerals.com.au.
Notice of General Meeting
Notice is given that the General Meeting of the Shareholders of Orion Minerals Ltd (Company or Orion) will be held at
Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western Australia on Thursday, 18 August 2022
commencing at 3:00 p.m. (AWST).
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at
the General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
Agenda
Resolutions 1(a), 1(b) and 1(c) – Ratification of Prior Issue – General Placement 1 Shares and Attaching Options
To consider and, if thought fit, to pass, with or without amendment, the following resolutions as ordinary resolutions:
(a) “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 100,000,000
Shares at an issue price of $0.02 each and 50,000,000 Attaching Options to professional and sophisticated investors
on 23 June 2022 under Tranche 1 of the placement announced by the Company on 22 June 2022, on the terms
and conditions set out in the Explanatory Memorandum.”
(b) “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 31,250,500
Shares at an issue price of $0.02 each and 15,625,250 Attaching Options to professional and sophisticated investors
on 29 June 2022 under Tranche 1 of the placement announced by the Company on 22 June 2022, on the terms
and conditions set out in the Explanatory Memorandum.”
(c) “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 24,954,817
Shares at an issue price of $0.02 each and 12,477,408 Attaching Options to professional and sophisticated investors
on 13 July 2022 under Tranche 1 of the placement announced by the Company on 22 June 2022, on the terms and
conditions set out in the Explanatory Memorandum.”
Resolutions 1(a), 1(b) and 1(c) will be voted on as separate ordinary resolutions.
Voting Exclusion: The Company will disregard any votes cast in favour of each of Resolution 1(a), Resolution 1(b) and
Resolution 1(c) respectively by or on behalf of a person who participated in the relevant issue of securities and any Associate
of that person. However, this does not apply to a vote cast in favour of Resolutions 1(a), Resolution 1(b) or Resolution 1(c)
by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the
directions given to the proxy or attorney to vote on that Resolution in that way; or
(b) the chair (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as
the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 2 – Approval to Issue Shares and Attaching Options – General Placement 2 Shares and Attaching Options
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue
34,954,044 Shares at an issue price of $0.02 each and 17,477,022 Attaching Options to professional and sophisticated
investors under the placement announced by the Company on 22 June 2022, on the terms and conditions set out in
the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 2 by or on behalf of a person who
is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely
by reason of being a holder of Shares in the Company) and any of their Associates. However, this does not apply to a vote
cast in favour of this Resolution 2 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 2, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 2 in that way; or
(b) the chair (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 2, in accordance with a direction given to the chair to vote on this Resolution 2
as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting, on this Resolution 2; and
(ii) the holder votes on this Resolution 2 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 3 – Approval to Issue Shares – General Placement 3 Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue
698,840,639 Shares at an issue price of $0.02 to professional and sophisticated investors under the placement
announced by the Company on 22 June 2022, on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of a person who
is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely
by reason of being a holder of Shares in the Company) and any of their Associates. However, this does not apply to a vote
cast in favour of this Resolution 3 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 3, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 3 in that way; or
(b) the chair (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 3, in accordance with a direction given to the chair to vote on this Resolution 3
as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting, on this Resolution 3; and
(ii) the holder votes on this Resolution 3 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 4 – Approval to Issue Shares and Attaching Options – Mr Thomas Borman (or nominee)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue
100,000,000 Shares at an issue price of $0.02 each and 50,000,000 Attaching Options to Mr Thomas Borman (or his
nominee), on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of Mr Thomas
Borman (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the Shares (except
a benefit solely by reason of being a holder of Shares in the Company) and any of their Associates. However, this does not
apply to a vote if it is cast in favour of this Resolution 4 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 4, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 4 in that way; or
(b) the person chairing the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 4, in
accordance with a direction given to the person chairing the Meeting to vote as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on this Resolution 4; and
(ii) the holder votes on this Resolution 4 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 5 – Approval to Issue Shares and Attaching Options – Mr Denis Waddell (or nominee)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue
10,000,000 Shares at an issue price of $0.02 each and 5,000,000 Attaching Options to Mr Denis Waddell (or his
nominee), on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of Mr Denis
Waddell (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the Shares
(except a benefit solely by reason of being a holder of Shares in the Company) and any of their Associates. However, this
does not apply to a vote if it is cast in favour of this Resolution 5 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 5, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 5 in that way; or
(b) the person chairing the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 5, in
accordance with a direction given to the person chairing the Meeting to vote as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on this Resolution 5; and
(ii) the holder votes on this Resolution 5 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 6 – Ratification of Prior Issue – Whittle Consulting Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 11,661,750
Shares to Whittle Equity Pty Ltd as trustee for the Whittle Investment Trust, as consideration for services provided by
Whittle Consulting Pty Ltd (Australia) (being a related entity of Whittle Equity Pty Ltd), as announced by the Company
on 21 December 2021, at a deemed issue price of $0.036 each, on the terms and conditions set out in the Explanatory
Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of Whittle Equity
Pty Ltd as trustee for the Whittle Investment Trust and any of its Associates. However, this does not apply to a vote cast in
favour of this Resolution 6 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 6, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 6 in that way; or
(b) the chair (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 6, in accordance with a direction given to the chair to vote on this Resolution 6
as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting, on this Resolution 6; and
(ii) the holder votes on this Resolution 6 in accordance with directions given by the beneficiary to the holder to
vote in that way.
DATED: 13 July 2022
By Order of the Board
Martin Bouwmeester
Company Secretary
Explanatory Memorandum to accompany Notice of General Meeting
This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to
make an informed decision on the business to be conducted at the General Meeting.
The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to
the Resolutions.
Background to Resolutions 1(a), 1(b), 1(c), 2, 3, 4 and 5 – Capital Raising
As announced on 22 June 2022, the Company is undertaking a capital raising to raise up to $20 million through the issue of
approximately 1,000 million Shares to professional and sophisticated investors at an issue price of $0.02 per Share.
Participants in General Placement 1 and General Placement 2 (as defined below) will also receive one free attaching
option on the terms set out in Attachment 1 (Attaching Options) for each two new Shares acquired. Shareholder approval
is also being sought for Mr Thomas Borman, a director of the Company, (or his nominee) and Mr Denis Waddell, a director
of the Company, (or his nominee) to participate in Tranche 2 of the Placement to subscribe for Shares at the same issue
price of $0.02 per Share and Attaching Options (together the Capital Raising). The Capital Raising will be conducted via
three general placement tranches and the additional issues to Mr Borman and Mr Waddell.
(a) Tranche 1: Through the issue of Shares and Attaching Options on 23 June 2022, 29 June 2022 and on 13 July 2022,
the Company completed the first stage of the Capital Raising by issuing a total of 156,205,317 Shares at $0.02 per
Share and 78,102,658 Attaching Options to professional and sophisticated investors to raise approximately $3.1
million (General Placement 1). The Shares and Attaching Options issued pursuant to the General Placement did
not require Shareholder approval under the ASX Listing Rules as they were issued pursuant to the Company’s
placement capacity under ASX Listing Rule 7.1. However, ratification of the issue is being sought from members
pursuant to ASX Listing Rule 7.4 to allow for future equity fundraising flexibility (refer to Resolutions 1(a), 1(b) and 1(c)
below for further details).
(b) Tranche 2: The second stage of the Capital Raising involves a further placement of 34,954,044 Shares at an issue
price of $0.02 per Share and 17,477,022 Attaching Options to professional and sophisticated investors to raise
approximately $0.7 million (General Placement 2) which is subject to Shareholder approval pursuant to ASX Listing
Rule 7.1 (refer to Resolution 2 below for further details).
(c) Tranche 3: The Company is seeking to raise up to $20 million pursuant to the Capital Raising. To allow for future
equity fundraising flexibility, the Company is seeking approval to issue up to 698,840,639 Shares at an issue price of
$0.02 per Share to professional and sophisticated investors to raise up to $14 million (General Placement 3). There
are no Attaching Options to the Shares to be issued pursuant to General Placement 3 (refer to Resolution 3 below
for further details).
(d) Issue to Mr Thomas Borman (or nominee): The Capital Raising involves a further placement of 100,000,000 Shares
and 50,000,000 Attaching Options to Mr Thomas Borman (or his nominee) (Borman Placement), to raise a total of $2
million on the same terms as General Placements 1 and 2. The Borman Placement is subject to Shareholder
approval pursuant to ASX Listing Rule 10.11(refer to Resolution 4 below for further details).
(e) Issue to Mr Denis Waddell (or nominee): The Capital Raising involves a further placement of 10,000,000 Shares and
5,000,000 Attaching Options to Mr Denis Waddell (or his nominee) (Waddell Placement), to raise a total of $0.2 million
on the same terms as General Placements 1 and 2. The Waddell Placement is subject to Shareholder approval
pursuant to ASX Listing Rule 10.11(refer to Resolution 5 below for further details).
Together, General Placements 1 and 2, the Borman Placement and the Waddell Placement will raise a total of $6 million,
and, together with General Placement 3, will raise up to $20 million.
The Company also announced on 22 June 2022 that in addition to the Capital Raising, a share purchase plan will be
undertaken to provide eligible shareholders with the opportunity to subscribe for new Shares at an issue price of $0.02 per
Share (being the same issue price as Shares issued or proposed to be issued under Shares to be issued under General
Placements 1, 2 and 3) up to a maximum of $30,000 (or ZAR300,000), to raise up to $3 million.
All Shares and Attaching Options to be issued under General Placements 1 and 2, and the Shares to be issued under
General Placement 3, of the Capital Raising will be issued to sophisticated and professional investors, none of whom are
related parties or associates of the Company. As Directors of the Company, both Mr Thomas Borman and Mr Denis Waddell
are related parties, and are therefore parties to whom ASX Listing Rule 10.11 applies.
The Company intends to use the funds raised from the issue of Shares pursuant to the Capital Raising, principally to progress
the development of the Company’s Prieska Copper-Zinc Mine, including the commencement of mine dewatering and the
completion of feasibility studies for the Prieska Copper-Zinc Mine Early Production Scenario, progress the Okiep Copper
Project feasibility study, and battery precursor product production test work on Jacomynspan nickel-copper-cobalt PGE
project, in the Northern Cape of South Africa and related activities and otherwise for general working capital purposes.
As the Attaching Options were or will be issued for nil consideration, no amounts were or will be raised from the issue of the
Attaching Options in connection with General Placement 1 and General Placement 2. However, the Company will raise
funds from any exercise of such Attaching Options. The Company expects that such funds will be used for the same purpose
as those funds raised from the issue of Shares under General Placements 1, 2 and 3.
Resolutions 1(a), 1(b) and 1(c) – Ratification of Prior Issue – General Placement 1 Shares and Attaching Options
Background
On 23 June 2022, 29 June 2022 and 13 July 2022 (each, an Issue Date), the Company issued 156,205,317 Shares at an issue
price of $0.02 per Share to raise $3.1 million and 78,102,658 Attaching Options as General Placement 1 of the Capital Raising.
Resolutions 1(a), 1(b) and 1(c) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares and
Attaching Options under General Placement 1.
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a
listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary
securities it had on issue at the start of that period.
The issue of Shares and Attaching Options under General Placement 1 does not fit within any of these exceptions and, as it
has not yet been approved by the Company's Shareholders, it effectively utilises part of the 15% limit in ASX Listing Rule 7.1,
reducing the Company's capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1
for the 12 month period following the Issue Date.
ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been
made or agreed to be made (provided that the previous issue did not breach ASX Listing Rule 7.1). If they do, the issue is
taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the company's capacity to issue further
equity securities without shareholder approval under that ASX Listing Rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having
to obtain Shareholder approval for such issues under ASX Listing Rule 7.1. To this end, Resolutions 1(a), 1(b) and 1(c) seek
Shareholder approval for the issue of General Placement 1 Shares and Attaching Options under and for the purposes of
ASX Listing Rule 7.4.
If Resolutions 1(a), 1(b) and 1(c) are each passed, the Shares and Attaching Options issued under General Placement 1 will
be excluded in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity
securities it can issue without Shareholder approval over the 12 month period following the Issue Date. If one or more of
Resolutions 1(a), 1(b) or 1(c) is not passed, the relevant Shares and Attaching Options issued under General Placement 1
and to which the relevant Resolution relates will be included in calculating the Company's 15% limit in ASX Listing Rule 7.1,
effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period
following the relevant Issue Date.
Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Shares and
Attaching Options issued pursuant to General Placement 1:
(a) the Shares and Attaching Options were issued to eligible sophisticated or professional investors in Australia, South
Africa and Germany, as identified by the Company and as determined by the Board. None of the subscribers were
related parties, or Associates of related parties, of the Company;
(b) the following Shares and Attaching Options were issued on the following dates:
i. 100,000,000 Shares and 50,000,000 Attaching Options were issued on 23 June 2022;
ii. 31,250,500 Shares and 15,625,250 Attaching Options were issued on 29 June 2022;
iii. 24,954,817 Shares 12,477,408 Attaching Options were issued on 13 July 2022;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares. Each Attaching Option gives the optionholder the right to subscribe
for one Share in the capital of the Company upon exercise. The Attaching Options will be exercisable at any time
before the expiry date of 30 June 2023 at an exercise price of $0.025 and otherwise on the terms and conditions set
out in Attachment 1;
(d) the issue price was $0.02 per Share, which raised $3.1 million in aggregate. The Attaching Options were issued for
nil consideration;
(e) the Company intends to use the funds raised from the issue of Shares pursuant to the General Placement 1
principally to progress the development of the Company’s Prieska Copper-Zinc Mine, including the
commencement of mine dewatering and the completion of feasibility studies for the Prieska Copper-Zinc Mine Early
Production Scenario, progress the Okiep Copper Project feasibility study, and battery precursor product production
test work on Jacomynspan nickel-copper-cobalt PGE project, in the Northern Cape of South Africa and related
activities and otherwise for general working capital purposes. As the Attaching Options were issued for nil
consideration, no amounts were raised from the issue of the Attaching Options in connection with General
Placement 1. However, the Company will raise funds from any exercise of such Attaching Options. The Company
expects that such funds will be used for the same purpose as those funds raised from the issue of Shares; and
(f) a voting exclusion statement is included with the Resolutions.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolutions 1(a), 1(b) and 1(c). Each Director intends to vote
the Shares they control in favour of each of Resolutions 1(a), 1(b) and 1(c).
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of each of Resolutions 1(a),
1(b) and 1(c).
Resolution 2 – Approval to Issue Shares – General Placement 2 Shares and Attaching Options
Background
Resolution 2 seeks Shareholder approval under and for the purposes of ASX Listing Rule 7.1 for the issue of 34,954,044 Shares
at an issue price of $0.02 to raise approximately $0.7 million, and 17,477,022 Attaching Options. pursuant to General
Placement 2.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolutions 1(a), 1(b) and 1(c) on page 9 above.
The effect of Resolution 2 will be to allow the Company to issue the General Placement 2 Shares and Attaching Options
pursuant to General Placement 2 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX),
without using the Company’s 15% annual placement capacity.
Technical information required by ASX Listing Rule 7.3
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the General
Placement 2 Shares and Attaching Options issued pursuant to General Placement 2:
(a) the maximum number of Shares and Attaching Options the Company will issue is 34,954,044 Shares and 17,477,022
Attaching Options;
(b) the Shares and Attaching Options are intended to be issued on or around 19 August 2022, but will be issued no later
than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules);
(c) the issue price will be $0.02 per Share to raise $0.7 million in aggregate. The Attaching Options will be issued for nil
consideration;
(d) the Shares and Attaching Options will be issued to sophisticated or professional investors in accordance with
sections 708(8) and (11) of the Corporations Act and other equivalent exemptions in foreign jurisdictions, as
identified by the Company and as determined by the Board. None of the subscribers will be related parties, or
Associates of related parties, of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares. Each Attaching Option will give the optionholder the right to subscribe
for one Share in the capital of the Company upon exercise. The Attaching Options will be exercisable at any time
before the expiry date of 30 June 2023 at an exercise price of $0.025 and otherwise on the terms and conditions set
out in Attachment 1;
(f) the Company intends to use the funds raised from the issue of Shares pursuant to the General Placement 2
principally to progress the development of the Company’s Prieska Copper-Zinc Mine, including the
commencement of mine dewatering and the completion of feasibility studies for the Prieska Copper-Zinc Mine Early
Production Scenario, progress the Okiep Copper Project feasibility study, and battery precursor product production
test work on Jacomynspan nickel-copper-cobalt PGE project, in the Northern Cape of South Africa and related
activities and otherwise for general working capital purposes. As the Attaching Options will be issued for nil
consideration, no amounts will be raised from the issue of the Attaching Options in connection with General
Placement 2. However, the Company will raise funds from any exercise of such Attaching Options. The Company
expects that such funds will be used for the same purpose as those funds raised from the issue of Shares; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 2. Each Director intends to vote the Shares they
control in favour of Resolution 2.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 2.
Resolution 3 - Approval to Issue Shares - General Placement 3 Shares
Resolution 3 seeks Shareholder approval under and for the purposes of ASX Listing Rule 7.1 for the issue of 698,840,639 Shares
pursuant to General Placement 3 at an issue price of $0.02 to raise up to $14 million.
As noted above, the Company is seeking to raise up to $20 million pursuant to the Capital Raising. The Company has
received commitments for $6 million pursuant to General Placement 1, General Placement 2, the Borman Placement and
the Waddell Placement and is continuing to conduct the Capital Raising by seeking commitments from investors to acquire
Shares under General Placement 3 at the same price per Share as was paid by investors under General Placement 1 and
General Placement 2. As noted above, there are no Attaching Options to the Shares to be issued pursuant to General
Placement 3.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 1(a), 1(b) and 1(c) on page 9 above.
The effect of Resolution 3 will be to allow the Company to issue the General Placement 3 Shares pursuant to General
Placement 3 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the
Company’s 15% annual placement capacity.
Technical information required by ASX Listing Rule 7.3
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the General
Placement 3 Shares issued pursuant to General Placement 3:
(a) the maximum number of Shares the Company will issue is 698,840,639 Shares;
(b) the Shares are intended to be issued on or around 19 August 2022, but will be issued no later than 3 months after
the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX
Listing Rules);
(c) the issue price will be $0.02 per Share to raise up to $14 million in aggregate;
(d) the Shares will be issued to sophisticated or professional investors in accordance with sections 708(8) and (11) of the
Corporations Act and other equivalent exemptions in foreign jurisdictions, as identified by the Company and as
determined by the Board. None of the subscribers will be related parties, or Associates of related parties, of the
Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares;
(f) the Company intends to use the funds raised from the issue of Shares pursuant to the General Placement 3
principally to progress the development of the Company’s Prieska Copper-Zinc Mine, including the
commencement of mine dewatering and the completion of feasibility studies for the Prieska Copper-Zinc Mine Early
Production Scenario, progress the Okiep Copper Project feasibility study, and battery precursor product production
test work on Jacomynspan nickel-copper-cobalt PGE project, in the Northern Cape of South Africa and related
activities and otherwise for general working capital purposes; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 3. Each Director intends to vote the Shares they
control in favour of Resolution 3.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 3.
Resolution 4 – Approval to Issue Shares and Attaching Options – Mr Thomas Borman (or nominee)
Background
As set out above, the Company is undertaking the Capital Raising. Subject to Shareholder approval, Mr Thomas Borman
will participate in the Capital Raising on the same terms as General Placements 1 and 2. The Company seeks Shareholder
approval to issue 100,000,000 Shares and 50,000,000 Attaching Options to Mr Thomas Borman (or his nominee), in
accordance with ASX Listing Rule 10.11, pursuant to the Borman Placement.
Shareholder approval is not required to be sought pursuant to Listing Rule 7.1 for the Borman Placement, as ASX Listing Rule
7.2 (Exception 14) states that approval pursuant to Listing Rule 7.1 is not required if Shareholder approval is obtained under
Listing Rule 10.11.
Resolution 4 seeks the required Shareholder approval to the issue of Shares and Attaching Options to Mr Thomas Borman (or
his nominee) pursuant to the Borman Placement under and for the purposes of ASX Listing Rule 10.11.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity must:
(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The Borman Placement will result in the issue of Shares and Attaching Options which constitutes giving a financial benefit
and Mr Thomas Borman is a related party of the Company by virtue of being a Director.
The Directors (other than Mr Thomas Borman who has a material personal interest in the Resolution) consider that
Shareholder approval pursuant to chapter 2E of the Corporations Act is not required in respect of the Borman Placement
because the Shares and Attaching Options will be issued to Mr Thomas Borman on the same terms as Shares and Attaching
Options issued to non-related party participants in General Placements 1 and 2 and as such the giving of the financial
benefit is on arm's length terms.
ASX Listing Rule 10.11
ASX Listing Rule 10.11 also requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities
to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval
should be obtained unless an exception in ASX Listing Rule 10.12 applies.
As the Borman Placement involves the issue of Shares to a related party of the Company, Shareholder approval pursuant
to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in
ASX Listing Rule 10.12 do not apply in the current circumstances.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Shares and
Attaching Options to be issued pursuant to the Borman Placement:
(a) the Shares and Attaching Options will be issued under ASX Listing Rule 10.11.1 to Mr Thomas Borman (or his nominee),
who is a related party by virtue of being a Director;
(b) the maximum number of Shares and Attaching Options the Company will issue is 100,000,000 Shares and 50,000,000
Attaching Options;
(c) the Shares and Attaching Options are intended to be issued on or around 19 August 2022, but will be issued no later
than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules);
(d) the issue price will be $0.02 per Share, being the same issue price as all other Shares issued under General
Placements 1, 2 and 3, to raise approximately $2 million. The Attaching Options will be issued for nil consideration,
being the same terms on which all other Attaching Options are issued under General Placement 1 and 2;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares. Each Attaching Option will give the optionholder the right to subscribe
for one Share in the capital of the Company upon exercise. The Attaching Options will be exercisable at any time
before the expiry date of 30 June 2023 at an exercise price of $0.025 and otherwise on the terms and conditions set
out in Attachment 1;
(f) the Company intends to use the funds raised from the issue of Shares pursuant to the Borman Placement principally
to progress the development of the Company’s Prieska Copper-Zinc Mine, including the commencement of mine
dewatering and the completion of feasibility studies for the Prieska Copper-Zinc Mine Early Production Scenario,
progress the Okiep Copper Project feasibility study, and battery precursor product production test work on
Jacomynspan nickel-copper-cobalt PGE project, in the Northern Cape of South Africa and related activities and
otherwise for general working capital purposes. As the Attaching Options will be issued for nil consideration, no
amounts will be raised from the issue of the Attaching Options in connection with General Placement 2. However,
the Company will raise funds from any exercise of such Attaching Options. The Company expects that such funds
will be used for the same purpose as those funds raised from the issue of Shares; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Thomas Borman) recommend that Shareholders vote in favour of Resolution 4. Each Director
(other than Mr Thomas Borman) intends to vote the Shares they control in favour of Resolution 4.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 4.
Resolution 5 – Approval to Issue Shares and Attaching Options – Mr Denis Waddell (or nominee)
Background
As set out above, the Company is undertaking the Capital Raising. Subject to Shareholder approval, Mr Denis Waddell will
participate in the Capital Raising on the same terms as General Placements 1 and 2. The Company seeks Shareholder
approval to issue 10,000,000 Shares and 5,000,000 Attaching Options to Mr Denis Waddell (or his nominee), in accordance
with ASX Listing Rule 10.11, pursuant to the Waddell Placement.
Shareholder approval is not required to be sought pursuant to Listing Rule 7.1 for the Waddell Placement, as ASX Listing Rule
7.2 (Exception 14) states that approval pursuant to Listing Rule 7.1 is not required if Shareholder approval is obtained under
Listing Rule 10.11.
Resolution 5 seeks the required Shareholder approval to the issue of Shares and Attaching Options to Mr Denis Waddell (or
his nominee) pursuant to the Waddell Placement under and for the purposes of ASX Listing Rule 10.11.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity must:
(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The Waddell Placement will result in the issue of Shares and Attaching Options which constitutes giving a financial benefit
and Mr Denis Waddell is a related party of the Company by virtue of being a Director.
The Directors (other than Mr Denis Waddell who has a material personal interest in the Resolution) consider that Shareholder
approval pursuant to chapter 2E of the Corporations Act is not required in respect of the Waddell Placement because the
Shares and Attaching Options will be issued to Mr Denis Waddell on the same terms as Shares and Attaching Options issued
to non-related party participants in General Placements 1 and 2 and as such the giving of the financial benefit is on arm's
length terms.
ASX Listing Rule 10.11
ASX Listing Rule 10.11 also requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities
to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval
should be obtained unless an exception in ASX Listing Rule 10.12 applies.
As the Waddell Placement involves the issue of Shares to a related party of the Company, Shareholder approval pursuant
to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in
ASX Listing Rule 10.12 do not apply in the current circumstances.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Shares and
Attaching Options to be issued pursuant to the Waddell Placement:
(a) the Shares and Attaching Options will be issued under ASX Listing Rule 10.11.1 to Mr Denis Waddell (or his nominee),
who is a related party by virtue of being a Director;
(b) the maximum number of Shares and Attaching Options the Company will issue is 10,000,000 Shares and 5,000,000
Attaching Options;
(c) the Shares and Attaching Options are intended to be issued on or around 19 August 2022, but will be issued no later
than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules);
(d) the issue price will be $0.02 per Share, being the same issue price as all other Shares issued under General
Placements 1, 2 and 3, to raise approximately $0.2 million. The Attaching Options will be issued for nil consideration,
being the same terms on which all other Attaching Options are issued under General Placement 1 and 2;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares. Each Attaching Option will give the the right to subscribe for one Share
in the capital of the Company upon exercise. The Attaching Options will be exercisable at any time before the
expiry date of 30 June 2023 at an exercise price of $0.025 and otherwise on the terms and conditions set out in
Attachment 1;
(f) the Company intends to use the funds raised from the issue of Shares pursuant to the Waddell Placement principally
to progress the development of the Company’s Prieska Copper-Zinc Mine, including the commencement of mine
dewatering and the completion of feasibility studies for the Prieska Copper-Zinc Mine Early Production Scenario,
progress the Okiep Copper Project feasibility study, and battery precursor product production test work on
Jacomynspan nickel-copper-cobalt PGE project, in the Northern Cape of South Africa and related activities and
otherwise for general working capital purposes. As the Attaching Options will be issued for nil consideration, no
amounts will be raised from the issue of the Attaching Options in connection with General Placement 2. However,
the Company will raise funds from any exercise of such Attaching Options. The Company expects that such funds
will be used for the same purpose as those funds raised from the issue of Shares; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Denis Waddell) recommend that Shareholders vote in favour of Resolution 5. Each Director
(other than Mr Denis Waddell) intends to vote the Shares they control in favour of Resolution 5.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 5.
Resolution 6 – Ratification of Prior Issue – Whittle Consulting Shares
Background
On 22 December 2021, the Company issued 11,661,750 Shares, at a deemed issue price of $0.036 per Share in satisfaction
of USD300,000 to be paid by the Company to Whittle Equity Pty Ltd as trustee for the Whittle Investment Trust, as
consideration for services undertaken by Whittle Consulting Pty Ltd (Australia) (being a related entity of Whittle Equity Pty
Ltd) (Whittle Consulting Shares).
The issue of the Whittle Consulting Shares did not require Shareholder approval under the ASX Listing Rules as they were
issued pursuant to the Company’s placement capacity under ASX Listing Rule 7.1. However, ratification of the issue is being
sought from members pursuant to ASX Listing Rule 7.4 to allow for future equity fundraising flexibility.
Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Whittle Consulting Shares.
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a
listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary
securities it had on issue at the start of that period.
The issue of the Whittle Consulting Shares does not fit within any of these exceptions and, as it has not yet been approved
by the Company's Shareholders, it effectively utilises part of the 15% limit in ASX Listing Rule 7.1, reducing the Company's
capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period
following the date of issue of the Whittle Consulting Shares.
A summary of ASX Listing Rule 7.1 and 7.4 is included in the Background to Resolutions 1(a), 1(b), 1(c), 2, 3 and 4 and the
Background to Resolution 1(a), 1(b) and 1(c) on pages 8 and 9 above.
If Resolution 6 is passed, the Whittle Consulting Shares issued will be excluded in calculating the Company's 15% limit in ASX
Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12
month period following the date of issue of the Whittle Consulting Shares. If Resolution 6 is not passed, the Whittle Consulting
Shares will be included in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of
equity securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Whittle
Consulting Shares.
Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Whittle
Consulting Shares:
(a) the Shares were issued to Whittle Equity Pty Ltd as trustee for the Whittle Investment Trust which is not a related party,
or an Associate of any related parties, of the Company;
(b) 11,661,750 Shares were issued;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares;
(d) the Shares were issued on 22 December 2021;
(e) the deemed issue price was $0.036 per Share;
(f) the Company did not receive any funds from the issue as the Shares were issued as consideration for USD300,000
for services provided by Whittle Consulting Pty Ltd (Australia) (being a related entity of Whittle Equity Pty Ltd) to the
Company, pursuant to a consulting agreement, the key terms of which are summarised in the Background to
Resolution 6 above; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 6. Each Director intends to vote the Shares they
control in favour of Resolution 6.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 6.
Glossary
$ means Australian dollars.
Associate has the meaning given in the ASX Listing Rules.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Attaching Option means an option to subscribe for one Share exercisable at $0.025 each on or before 30 June 2023 and
otherwise on the terms and conditions set out in Attachment 1.
AUD means Australian dollar.
AWST means Australian Western Standard Time.
Borman Placement has the meaning given in the Background to Resolutions 1(a), 1(b), 1(c), 2, 3, 4 and 5 in the Explanatory
Memorandum.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day,
Boxing Day, and any other day that ASX declares is not a business day.
Capital Raising has the meaning given in the Background to Resolutions 1(a), 1(b), 1(c), 2, 3, 4 and 5 in the Explanatory
Memorandum.
Chair or Chairman means the chairperson of the Meeting.
Company or Orion means Orion Minerals Ltd (ACN 098 939 274).
Constitution means the Company’s constitution, as amended from time to time.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Memorandum means the explanatory memorandum accompanying the Notice.
General Meeting or Meeting means the meeting convened by the Notice.
General Placement has the meaning given in the Background to Resolutions 1(a), 1(b), 1(c), 2, 3, 4 and 5 in the Explanatory
Memorandum.
General Placement 1 has the meaning given in the Background to Resolutions 1(a), 1(b), 1(c), 2, 3, 4 and 5 in the Explanatory
Memorandum.
General Placement 2 has the meaning given in the Background to Resolutions 1(a), 1(b), 1(c), 2, 3, 4 and 5 in the Explanatory
Memorandum.
General Placement 3 has the meaning given in the Background to Resolutions 1(a), 1(b), 1(c), 2, 3, 4 and 5 in the Explanatory
Memorandum.
JSE means the Johannesburg Stock Exchange.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
SA Time means South African time.
SENS means the JSE news service.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a member of the Company from time to time.
Share Registry means Link Market Services Limited or JSE Investor Services (Pty) Ltd (as applicable).
USD means United States dollar.
Waddell Placement has the meaning given in the Background to Resolutions 1(a), 1(b), 1(c), 2, 3, 4 and 5 in the Explanatory
Memorandum.
ZAR means South African rand.
Attachment 1 - Terms and Conditions of Attaching Options (General Placement 1 and General
Placement 2)
The Attaching Options to be granted will be granted on the following terms and conditions:
(a) Each Attaching Option gives the Optionholder the right to subscribe for one fully paid ordinary share (Share) in the
capital of Orion Minerals Ltd (Orion) upon exercise of the Attaching Option in accordance with the terms and
conditions of the Attaching Options.
(b) The Attaching Options may not be transferred.
(c) The Attaching Options will expire at 5.00pm (South African time, in respect of Attaching Options issued to investors in
South Africa, and Melbourne time, in respect of Attaching Options issued to all other investors) on Friday 30 June 2023
(Expiry Date). Any Attaching Options not exercised prior to the Expiry Date will automatically expire at this time. The
amount payable upon exercise of each Attaching Option is 2.5 cents (Exercise Price).
(d) The Attaching Options held by the Optionholder may only be exercised in whole (not in part).
(e) Subject to paragraphs (f) and (g), the Optionholder may exercise their Attaching Options by lodging with Orion,
before the Expiry Date:
A. a written notice of exercise of Attaching Options specifying the number of Attaching Options being exercised;
and
B. an electronic funds transfer or cheque for the Exercise Price for the number of Attaching Options being
exercised,
(Exercise Notice).
(f) The Optionholder must notify Orion in writing at least 10 Business Days prior to issuing an Exercise Notice of its intention
to do so.
(g) An Exercise Notice is only effective when Orion has received the full amount of the Exercise Price in cleared funds.
(h) Within 10 Business Days of receipt of an effective Exercise Notice accompanied by the Exercise Price, Orion will issue
the number of Shares required under these terms and conditions in respect of the number of Attaching Options
specified in the Exercise Notice.
(i) Notwithstanding any other term of the Attaching Options, the Company is entitled to refuse to issue Shares upon
application for exercise of the Attaching Options, if the exercise would result in a person acquiring voting power (as
that term is defined in the Corporations Act 2001 (Cth) (Corporations Act) in the Company of greater than 20% in
breach of section 606 of the Corporations Act (or any equivalent provision) provided that the Company must take
all reasonable steps within its power (including providing information and holding shareholder meetings) to provide
reasonable assist the Optionholder to obtain such approvals as are required.
(j) Subject to paragraph (k), all Shares issued upon the exercise of Attaching Options will, from the date of issue, rank
pari passu in all respects with other Shares.
(k) A Share issued upon the exercise of Attaching Options is only entitled to receive a dividend where the Attaching
Option has been exercised and the Share is issued on or before the record date for that dividend.
(l) Orion will not apply for quotation of the Attaching Options on ASX or JSE. However, Orion will apply for quotation of
all Shares issued pursuant to the exercise of Attaching Options on ASX or the JSE, as applicable, promptly after the
issue of those Shares.
(m) Subject to paragraphs (o), (p) and (q), the Optionholder will not be entitled to participate in new issues of capital
offered to holders of Shares in Orion prior to the exercise of the Options. However, except as otherwise required by
the ASX Listing Rules, Orion will ensure that for the purposes of determining entitlements to any such issue, the record
date will be at least 2 Business Days after the issue is announced. This is intended to give the Optionholder the
opportunity to exercise their Attaching Options prior to the date for determining entitlements to participate in any
such issue.
(n) The Optionholder will not have any right to attend and vote at general meetings.
(o) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of
capital) of Orion, the Attaching Options shall be treated in a manner consistent with the Corporations Act and the
ASX Listing Rules as in force as at the date of any such reconstruction.
(p) In the event Orion proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date
of issue of the Attaching Options, the exercise price of the Attaching Options may be reduced in accordance with
the formula set out in the ASX Listing Rules from time to time.
(q) In the event Orion proceeds with a bonus issue of securities to Shareholders after the date of issue of the Attaching
Options, the number of securities over which an Attaching Option is exercisable may be increased by the number of
securities which the Optionholder would have received if the Attaching Option had been exercised before the
record date for the bonus issue in accordance with the ASX Listing Rules.
(r) Other than as provided for above, the Attaching Options do not confer any right upon the Optionholder to a change
in the exercise price of each Attaching Option or a change in the number of Shares over which each Attaching
Option can be exercised.
(s) Any notices to an Optionholder regarding an Attaching Option will be sent to the address of the Optionholder in the
Register.
(t) Orion is not responsible for any duties or taxes which may become payable in connection with the issue of Shares
pursuant to an exercise of the Attaching Options or any other dealing with the Attaching Options or Shares.
JSE Sponsor
Merchantec Capital
18 July 2022
Date: 18-07-2022 08:29:00
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