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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
Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) advises that the following documents will be
distributed to shareholders today, in relation to the General Meeting to be held on Thursday 29 August 2024,
at 3:00pm (AWST):
• Shareholder letter;
• Notice of General Meeting (including the Explanatory Memorandum) (if requested); and
• Proxy form.
The shareholder letter and Notice of General Meeting are available on the Company's website at
www.orionminerals.com.au.
For and on behalf of the Board.
Martin Bouwmeester
Company Secretary
30 July 2024
ENQUIRIES
Investors Media JSE Sponsor
Errol Smart – Managing Director & CEO Nicholas Read Monique Martinez
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: monique.martinez@merchantec.com
NOTICE OF GENERAL MEETING 2024 ORION MINERALS LTD
ACN 098 939 274
NOTICE OF GENERAL MEETING
to be held on
Thursday, 29 August 2024 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.
TABLE OF CONTENTS
1. Notice of Meeting 5
2. Explanatory Memorandum 8
• Resolutions 1(a) and 1(b) – Ratification of Prior Issue – Placement.
• Resolution 2 – Approval to issue Shares in lieu of a proportion of accrued director fees – Mr Godfrey
Gomwe (or his nominee).
• Resolution 3 – Approval to issue Shares in lieu of a proportion of accrued director fees – Ms Patience
Mpofu (or her nominee).
• Resolution 4 – Approval to issue Shares in lieu of a proportion of accrued director fees – Mr Anthony
Lennox (or his nominee).
• Resolution 5 – Ratification of Agreement to Issue Shares – OCP Residual Consideration Shares.
3. Glossary 17
4. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are 5:00 p.m. (AWST) Friday, 26 July 2024
entitled to receive the Notice of Meeting
Posting of Notice of Meeting and announcement on Tuesday, 30 July 2024
SENS
Last day to trade for Shareholders on South African 3:00 p.m. (AWST) Tuesday, 20 August 2024
Share register in order to be entitled to vote at the
Meeting
Voting record date 5:00 p.m. (SA Time) Friday, 23 August 2024
(JSE Share register)
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Monday, 26 August 2024
(JSE Share register)
Voting record date 5:00 p.m. (AWST) Tuesday, 27 August 2024
(ASX Share register)
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Tuesday, 27 August 2024
(ASX Share register)
General Meeting 3:00 p.m. (AWST) / Thursday, 29 August 2024
9:00 a.m. (SA Time)
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, 29 August 2024 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.
The Board is pleased to welcome Shareholders to the Meeting in person. Shareholders may also participate in the Meeting
via teleconference or webcast, rather than attending in person. However, if you do not attend the Meeting in person, you
must vote by way of Proxy in accordance with its instructions.
Details on how Shareholders may vote are set out below.
Attendance via online platform
Shareholders may join the Meeting (and ask questions) via an online platform, the details of which are available at
www.orionminerals.com.au, however, no real-time voting rights will apply for those Shareholders joining the Meeting via the
online platform.
If you wish to attend via the online platform and 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, 27 August 2024 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, 26 August 2024 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 online platform 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, 27
August 2024 and your JSE Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Monday, 26
August 2024. 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 One Exchange Square
Sydney NSW 2000 Gwen Lane Sandown, Sandton,
2196
* 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, 27 August 2024 or in the JSE Share register at 5:00
p.m. (SA Time) on Friday, 23 August 2024.
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, 29 August 2024
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) and 1(b) – Ratification of Prior Issue – Placement
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
(a) "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 33,333,333
Shares at an issue price of $0.015 each to professional and sophisticated investors on 4 July 2024 under the
placement announced by the Company on 1 July 2024, 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 479,509,997
Shares at an issue price of $0.015 each to professional and sophisticated investors on 18 July 2024 under the
placement announced by the Company on 1 July 2024, on the terms and conditions set out in the Explanatory
Memorandum."
Voting Exclusion: The Company will disregard any votes cast in favour of each of Resolution 1(a) and Resolution 1(b)
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 Resolution 1(a) and Resolution 1(b) 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 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 in lieu of a proportion of accrued director fees – Mr Godfrey Gomwe (or his nominee)
To consider and, if thought fit, to pass 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
up to a total of 750,000 Shares at a deemed issue price of $0.015 per Share to Mr Godfrey Gomwe (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 2 by or on behalf of Mr Godfrey
Gomwe (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 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 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 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.
In addition, a vote on Resolution 2 must not be cast, and the Company will disregard votes cast by a member of the Key
Management Personnel or their Closely Related Parties as proxy, where the appointment does not specify the way the
proxy is to vote, unless:
(a) the vote is cast as proxy for a person entitled to vote on this Resolution 2 in accordance with a direction in the proxy
form; or
(b) the proxy is the Chair and the appointment expressly authorises the Chair to exercise the proxy to vote on behalf of
someone entitled to vote on this Resolution 2 even if this Resolution 2 is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
Resolution 3 – Approval to Issue Shares in lieu of a proportion of accrued director fees – Ms Patience Mpofu (or her nominee)
To consider and, if thought fit, to pass 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
up to a total of 375,000 Shares at a deemed issue price of $0.015 per Share to Ms Patience Mpofu (or her 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 3 by or on behalf of Ms Patience
Mpofu (or her 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 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 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 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.
In addition, a vote on Resolution 3 must not be cast, and the Company will disregard votes cast by a member of the Key
Management Personnel or their Closely Related Parties as proxy, where the appointment does not specify the way the
proxy is to vote, unless:
(a) the vote is cast as proxy for a person entitled to vote on this Resolution 3 in accordance with a direction in the proxy
form; or
(b) the proxy is the Chair and the appointment expressly authorises the Chair to exercise the proxy to vote on behalf of
someone entitled to vote on this Resolution 3 even if this Resolution 3 is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
Resolution 4 – Approval to Issue Shares in lieu of a proportion of accrued director fees – Mr Anthony Lennox (or his nominee)
To consider and, if thought fit, to pass 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
up to a total of 500,000 Shares at a deemed issue price of $0.015 per Share to Mr Anthony Lennox (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 Anthony
Lennox (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 Chair as proxy or attorney for a person who is entitled to vote on this Resolution 4, in accordance with a direction
given to the Chair 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.
In addition, a vote on Resolution 4 must not be cast, and the Company will disregard votes cast by a member of the Key
Management Personnel or their Closely Related Parties as proxy, where the appointment does not specify the way the
proxy is to vote, unless:
(a) the vote is cast as proxy for a person entitled to vote on this Resolution 4 in accordance with a direction in the proxy
form; or
(b) the proxy is the Chair and the appointment expressly authorises the Chair to exercise the proxy to vote on behalf of
someone entitled to vote on this Resolution 4 even if this Resolution 4 is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
Resolution 5 – Ratification to issue Shares to OCP Selling Shareholders
To consider and, if thought fit, to pass 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 agreement by the
Company to issue the OCP Residual Consideration Shares to the OCP Selling Shareholders, 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 any OCP Selling
Shareholder and any of their Associates. However, this does not apply to a vote 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 Chair of 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 Chair to vote on this Resolution 5 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.
DATED: 29 July 2024
By Order of the Board
Martin Bouwmeester
Company Secretary
NOTICE OF GENERAL MEETING 2024 ORION MINERALS LTD
ACN 098 939 274
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.
Resolutions 1(a) and 1(b) – Ratification of Prior Issue – Placement
Background
As announced on 1 July 2024, the Company is undertaking a capital raising which is being conducted via a placement to
sophisticated and professional investors pursuant to Section 708 of the Corporations Act to raise approximately $7.7 million
(~ZAR92.3 million) and comprises approximately 513 million fully paid ordinary shares (Shares) in the Company at an issue
price of A$0.015 (being ZAR0.18) per Share (Placement).
The Company also announced on 1 July 2024 that in addition to the Placement, a share purchase plan will be undertaken
to provide eligible Shareholders with the opportunity to subscribe for new Shares at an issue price of $0.015 per Share (or
ZAR18 cents) (being the same issue price as Shares issued under the Placement) up to a maximum of $30,000 (or
ZAR365,000), to raise up to $5.0 million (~ZAR60 million) (Share Purchase Plan). The Share Purchase Plan is being made in
accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and therefore does not require
Shareholder approval pursuant to ASX Listing Rule 7.2 (Exception 5) and ASX Listing Rule 10.12 (Exception 4) (as applicable).
On 4 July 2024, the Company issued 33,333,333 Shares at an issue price of $0.015 per Share to raise $0.5 million, and on 18
July 2024, the Company issued 479,509,997 Shares at an issue price of $0.015 per Share to raise $7.2 million (each date on
which Shares were issued being the Issue Dates). All Shares issued or to be issued under the Placement were or will be issued
to sophisticated and professional investors, none of whom are related parties or associates of the Company.
Resolutions 1(a) and 1(b) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares under the
Placement.
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 under the Placement 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 each 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) and 1 (b) seek Shareholder approval for the issue of the Placement
Shares under and for the purposes of ASX Listing Rule 7.4.
If Resolutions 1(a) and 1(b) are each passed, the Shares issued under the Placement 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 each Issue Date. If one or more of Resolutions 1(a) and 1(b) are
not passed, the relevant Shares issued under the Placement 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 issued
pursuant to the Placement:
(a) the Shares 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 were issued on the following dates:
i. 33,333,333 Shares were issued on 4 July 2024; and
ii. 479,509,997 Shares were issued on 18 July 2024;
(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 issue price was $0.015 per Share, which raised approximately $7.7 million in aggregate;
(e) the Company intends to use the funds raised from the issue of Shares pursuant to the Placement principally to:
i. progress the development of the Company's Prieska Copper Zinc Mine, including the ongoing mine
dewatering, access development, concentrator plant and tailing storage facility procurement and
construction and general operational readiness works;
ii. permitting and acceleration of infrastructure development for early production in respect of the Okiep
Copper Project;
iii. advance mineral resource expansion and exploration on the Company's prospecting and mining rights;
iv. maintain all the Company's prospecting rights, to ensure timely applications for mining rights are submitted
for projects in the Northern Cape of South Africa and related activities; and
v. for general working capital purposes; 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) and 1(b). Each Director intends to vote the
Shares they control in favour of each of Resolutions 1(a) and 1(b).
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of each of Resolutions 1(a)
and 1(b).
Background to Resolution 2 to 4 – Approval to issue Shares in lieu of a proportion of accrued director fees
Resolutions 2, 3 and 4 seek Shareholder approval for the issue of Shares to three non-Executive Directors (or their nominees)
in lieu of accrued cash fees for their services as Directors of the Company, as follows:
• 750,000 Shares (Gomwe Shares) to Mr Gomwe (or his nominee) (Resolution 2);
• 375,000 Shares (Mpofu Shares) to Ms Mpofu (or her nominee) (Resolution 3); and
• 500,000 Shares (Lennox Shares) to Mr Lennox (or his nominee) (Resolution 4),
in each case, on the terms and conditions set out below.
Orion announced on 29 December 2023, that in order to preserve the Company's cash reserves, Company Non-Executive
Directors, Mr Godfrey Gomwe, Mr Mark Palmer, Ms Patience Mpofu and Mr Anthony Lennox, have elected, subject to
Shareholder approval, to receive a proportion of their accrued Director fees in Shares (Director Fees Shares) in lieu of cash
on the terms and conditions set out below.
The Company previously sought and obtained Shareholder approval for the issue of Shares to the Directors in lieu of a
proportion of accrued cash fees for the period 1 December 2023 until 30 April 2024 (for Mr Godfrey Gomwe) and 13
December 2023 until 30 April 2024 (for Ms Patience Mpofu and Mr Anthony Lennox) at a meeting held on 23 May 2024. The
Company is now seeking approval for the proposed issue of Shares in lieu of a proportion of accrued cash fees to Mr
Godfrey Gomwe, Ms Patience Mpofu and Mr Anthony Lennox for the period 1 May 2024 until 31 July 2024. The remaining
accrued fees owing to each of Mr Gomwe, Ms Mpofu and Mr Lennox for the period 1 May 2024 until 31 July 2024 have or
will be paid by cash.
The deemed issue price at which the Director Fees Shares will be issued (subject to Shareholder approval) will be $0.015,
being the same price as the Shares issued under the Placement and the Share Purchase Plan. The number of Director Fees
Shares to be issued to each Non-Executive Director has been calculated by dividing the value of the Director fees payable
to that Director by the deemed issue price of $0.015.
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.
One such exception set out in section 210 of the Corporations Act provides that Shareholder approval is not needed to give
a financial benefit on terms that would be reasonable in the circumstances if the Company and the Directors were
transacting at arm's length.
Another such exception set out in section 211 of the Corporation Act provides that Shareholder approval is not needed to
give a financial benefit if that benefit is remuneration paid to the Directors in their capacity as Directors or employees of the
Company and that is reasonable in the circumstances.
The proposed issue of Director Fees Shares constitutes the giving a financial benefit and Mr Godfrey Gomwe, Ms Patience
Mpofu and Mr Anthony Lennox are related parties of the Company by virtue of being Directors.
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 issue of Director Fees Shares in lieu of Directors' fees involves the issue of securities 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.
If Shareholder approval is obtained, the Company will be able to proceed with the issue of the Director Fees Shares to the
relevant Director (or their nominee).
Separate approval under ASX Listing Rule 7.1 is not required for the proposed issue of Director Fees Shares to the Directors
(or their nominees) if Shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if Resolutions 2 to 4 are
passed, the issue of Director Fees Shares to the Directors (or their nominees) will not be included in the 15% calculation of
the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.
If Shareholders do not approve the issue of Director Fees Shares to a Director, the Company will not be able to proceed
with the issue to that Director and the relevant outstanding Director's fees will remain a liability of the Company and be
payable in cash at a future date.
Resolution 2 - Approval to issue Shares in lieu of a proportion of accrued director fees – Mr Godfrey Gomwe (or nominee)
Background
The Company proposes to issue 750,000 Shares (Gomwe Shares) to Mr Gomwe at a deemed issue price of $0.015 per
Gomwe Share in lieu of a proportion of accrued cash fees of $11,250.
A summary of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act are provided above.
As a Director of the Company Mr Gomwe is a related party for the purposes of ASX Listing Rule 10.11. Accordingly,
Shareholder approval is sought pursuant to ASX Listing Rule 10.11 for the proposed issue of Gomwe Shares to Mr Gomwe (or
his nominee).
The Directors (other than Mr Gomwe 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 issue of Gomwe Shares to Mr
Gomwe because the agreement to issue the Gomwe Shares in lieu of his Director's fees is considered reasonable
remuneration in the 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 proposed
issue of Gomwe Shares to Mr Godfrey Gomwe:
(a) the Gomwe Shares will be issued under ASX Listing Rule 10.11.1 to Mr Godfrey Gomwe (or his nominee), who is a
related party by virtue of being a Director;
(b) the maximum number of Gomwe Shares proposed to be granted to Mr Godfrey Gomwe is 750,000 Shares;
(c) subject to Shareholder approval, the Gomwe Shares are intended to be issued to Mr Godfrey Gomwe on or around
2 September 2024, but will be issued no later than 1 month after the date of the General Meeting (or such later
date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the Gomwe Shares are being issued in lieu of 60% of Director fees which are otherwise payable to Mr Godfrey
Gomwe in cash in respect of the period from 1 May 2024 to 31 July 2024. As such, the Gomwe Shares will be issued
for nil cash consideration, and accordingly no funds will be raised from the issue of the Gomwe Shares. The Gomwe
Shares will be issued at the deemed price of $0.015 per Gomwe Share;
(e) the Director Fees Shares are being issued to Mr Godfrey Gomwe in lieu of 60% of Director fees which are otherwise
payable to Mr Godfrey Gomwe, and the purpose of the issue of the Director Fees Shares is to preserve the cash
reserves of the Company, which may be used in the operation of the Company's business;
(f) the details of Mr Godfrey Gomwe's current total remuneration package with the Company are as follows:
Director Director's Fees (incl. Super)1 Securities-based payments2 Total Financial Benefit
Godfrey Gomwe $75,000 $5,141 $80,141
1 Of this amount, $18,750 has been satisfied by way of issue of Shares to Mr Godfrey Gomwe in lieu of a proportion of accrued cash
fees, as approved by Shareholders at the General Meeting held on 23 May 2024.
2 Following a review of the Directors' remuneration packages and obtaining Shareholder approval at the General Meeting held on
23 May 2024, the Company issued unlisted options to certain Directors, including Mr Godfrey Gomwe. The primary purpose of this
issue was to enable the Company to provide market competitive director remuneration and effectively issue the options in lieu of
increased Director's fees. The amount shown is for financial year ending 30 June 2024.
(g) the Gomwe Shares 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;
(h) the Gomwe Shares are not being issued under any written agreement; and
(i) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Godfrey Gomwe) recommend that Shareholders vote in favour of Resolution 2. Each Director
(other than Mr Godfrey Gomwe) 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 in lieu of a proportion of accrued director fees - Ms Patience Mpofu (or nominee)
Background
The Company proposes to issue 375,000 Shares (Mpofu Shares) to Ms Mpofu at a deemed issue price of $0.015 per Mpofu
Share in lieu of a proportion of accrued cash fees of $5,625.
A summary of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act are provided above.
As a Director of the Company Ms Mpofu is a related party for the purposes of ASX Listing Rule 10.11. Accordingly,
Shareholder approval is sought pursuant to ASX Listing Rule 10.11 for the proposed issue of Mpofu Shares to Ms Mpofu (or
her nominee).
The Directors (other than Ms Mpofu 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 issue of Mpofu Shares to Ms Mpofu
because the agreement to issue the Mpofu Shares in lieu of her Director's fees is considered reasonable remuneration in
the 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 proposed
issue of Mpofu Shares to Ms Patience Mpofu:
(a) the Mpofu Shares will be issued under ASX Listing Rule 10.11.1 to Ms Patience Mpofu (or her nominee), who is a
related party by virtue of being a Director;
(b) the maximum number of Mpofu Shares proposed to be granted to Ms Patience Mpofu is 375,000 Shares;
(c) subject to Shareholder approval, the Mpofu Shares are intended to be issued to Ms Patience Mpofu on or around
2 September 2024, but will be issued no later than 1 month after the date of the General Meeting (or such later
date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the Mpofu Shares are being issued in lieu of 30% of Director fees which are otherwise payable to Ms Patience Mpofu
in cash in respect of the period from 1 May 2024 to 31 July 2024. As such, the Mpofu Shares will be issued for nil cash
consideration, and accordingly no funds will be raised from the issue of the Mpofu Shares. The Mpofu Shares will be
issued at the deemed price of $0.015 per Director Fees Share;
(e) the Mpofu Shares are being issued to Ms Patience Mpofu in lieu of 30% of Director fees which are otherwise payable
to Ms Patience Mpofu, and the purpose of the issue of the Mpofu Shares is to preserve the cash reserves of the
Company, which may be used in the operation of the Company's business;
(f) the details of Ms Patience Mpofu's current total remuneration package with the Company are as follows:
Director Director's Fees (incl. Super)3 Securities-based payments4 Total Financial Benefit
Patience Mpofu $75,000 $5,141 $80,141
(g) the Mpofu Shares 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;
(h) the Mpofu Shares are not being issued under any written agreement; and
(i) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Ms Patience Mpofu) recommend that Shareholders vote in favour of Resolution 3. Each Director
(other than Ms Patience Mpofu) intends to vote the Shares they control in favour of Resolution 3.
3 Of this amount, $8,649.19 has been satisfied by way of issue of Shares to Ms Patience Mpofu in lieu of a proportion of accrued
cash fees, as approved by Shareholders at the General Meeting held on 23 May 2024.
4 Following a review of the Directors' remuneration packages and obtaining Shareholder approval at the General Meeting held on
23 May 2024, the Company issued unlisted options to certain Directors, including Ms Patience Mpofu. The primary purpose of this
issue was to enable the Company to provide market competitive director remuneration and effectively issue the options in lieu of
increased Director's fees. The amount shown is for financial year ending 30 June 2024.
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 in lieu of a proportion of accrued director fees – Mr Anthony Lennox (or nominee)
Background
The Company proposes to issue 500,000 Shares (Lennox Shares) to Mr Lennox at a deemed issue price of $0.015 per Lennox
Share in lieu of a proportion of accrued cash fees of $7,500.
A summary of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act are provided above.
As a Director of the Company Mr Lennox is a related party for the purposes of ASX Listing Rule 10.11. Accordingly,
Shareholder approval is sought pursuant to ASX Listing Rule 10.11 for the proposed issue of Lennox Shares to Mr Lennox (or
his nominee).
The Directors (other than Mr Lennox 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 issue of Lennox Shares to Mr Lennox
because the agreement to issue the Lennox Shares in lieu of his Director's fees is considered reasonable remuneration in the
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 proposed
issue of Lennox Shares to Mr Anthony Lennox:
(a) the Lennox Shares will be issued under ASX Listing Rule 10.11.1 to Mr Anthony Lennox (or his nominee), who is a
related party by virtue of being a Director;
(b) the maximum number of Lennox Shares proposed to be granted to Mr Anthony Lennox is 500,000 Shares;
(c) subject to Shareholder approval, the Lennox Shares are intended to be issued to Mr Anthony Lennox on or around
2 September 2024, but will be issued no later than 1 month after the date of the General Meeting (or such later
date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the Lennox Shares are being issued in lieu of 40% of Director fees which are otherwise payable to Mr Anthony Lennox
in cash in respect of the period from 1 May 2024 to 31 July 2024. As such, the Lennox Shares will be issued for nil
cash consideration, and accordingly no funds will be raised from the issue of the Lennox Shares. The Lennox Shares
will be issued at the deemed price of $0.015 per Lennox Share;
(e) the Lennox Shares are being issued to Mr Anthony Lennox in lieu of 40% of Director fees which are otherwise payable
to Mr Anthony Lennox, and the purpose of the issue of the Lennox Shares is to preserve the cash reserves of the
Company, which may be used in the operation of the Company's business;
(f) the details of Mr Anthony Lennox's current total remuneration package with the Company are as follows:
Director Director's Fees (incl. Super)5 Securities-based payments6 Total Financial Benefit
Anthony Lennox $75,000 $5,141 $80,141
(g) the Lennox Shares 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;
(h) the Lennox Shares are not being issued under any written agreement; and
(i) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Anthony Lennox) recommend that Shareholders vote in favour of Resolution 4. Each Director
(other than Mr Anthony Lennox) 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 – Ratification of Agreement to Issue OCP Residual Consideration Shares
Background
As set out in the announcements by the Company on 2 February 2021 and 2 August 2021, the Company exercised a
restructured option to directly acquire the mineral rights (Mineral Rights), mineral data, rehabilitation guarantees, any
specified contracts and any other assets identified by Orion (OCP Sale Assets) held by Southern African Tantalum Mining
5 Of this amount, $11,532.26 has been satisfied by way of issue of Shares to Mr Anthony Lennox in lieu of a proportion of accrued cash
fees, as approved by Shareholders at the General Meeting held on 23 May 2024.
6 Following a review of the Directors' remuneration packages and obtaining Shareholder approval at the General Meeting held on
23 May 2024, the Company issued unlisted options to certain Directors, including Mr Anthony Lennox. The primary purpose of this
issue was to enable the Company to provide market competitive director remuneration and effectively issue the options in lieu of
increased Director's fees. The amount shown is for financial year ending 30 June 2024.
(Pty) Ltd (SAFTA), Nababeep Copper Company (Pty) Ltd (NCC) and Bulletrap Copper Co (Pty) Ltd (BCC) (collectively the
Target Entities), rather than acquire the shares in the Target Entities themselves (OCP Transaction).
The OCP Sale Assets are in the process of being acquired by two Orion controlled subsidiary companies, namely, New
Okiep Exploration Company (Pty) Ltd (currently 85.33% owned by Orion) (New Okiep Exploration) and New Okiep Mining
Company (Pty) Ltd (currently 56.25% and 43.75% owned by Orion and the Industrial Development Corporation of South
Africa Ltd (IDC), respectively) (New Okiep Mining) (collectively the Purchasers). The Purchasers have commenced
introducing empowerment partners in compliance with the Mining Charter 2018, including in respect of New Okiep
Exploration, Ten to Twelve (Pty) Ltd (Ten To Twelve) and Blue Mountain Strategy (Pty) Ltd (Blue Mountain) (being BEE
Entrepreneur entities led by Lulamile Xate).
Transaction Agreements
In order to record the terms and conditions pursuant to which the Purchasers would acquire the OCP Sale Assets, Orion,
certain of its subsidiaries, the Target Entities and their respective shareholders (collectively the OCP Shareholders and
excluding the IDC (in respect of SAFTA), Ten to Twelve (in respect of NCC) and Blue Mountain (in respect of BCC), the OCP
Selling Shareholders) on or about 31 July 2021, entered into:
• the SAFTA Asset Acquisition Agreement, in terms of which New Okiep Mining has and will acquire the OCP Sale
Assets owned by SAFTA;
• the NCC Asset Acquisition Agreement, in terms of which New Okiep Exploration has and will acquire the OCP Sale
Assets owned by NCC;
• the BCC Asset Acquisition Agreement, in terms of which New Okiep Exploration has and will acquire the OCP Sale
Assets owned by BCC; and
• the Transaction Cooperation Agreement, in terms of which the parties to each of the SAFTA Asset Acquisition
Agreement, NCC Asset Acquisition Agreement and the BCC Asset Acquisition Agreement (collectively, the
Acquisition Agreements) agreed to co-operate with each other in the period between the signature date of the
Acquisition Agreements and the date on which the assets of each of the Target Entities are transferred to either
New Okiep Mining or New Okiep Exploration, as the case may be.
For various reasons, including the nature and timing of certain regulatory processes and approvals required for the transfer
of the OCP Sale Assets to the Purchasers, the parties to the Acquisition Agreements amended the Acquisition Agreements
by entering into addenda thereto, the nature and purpose of which was to change, amongst other things, the timing and
manner of implementing the OCP Transaction (Addenda) (the Acquisition Agreements, as varied by the Addenda, are the
Transaction Agreements). The salient details of the Transaction Agreements are described in the announcement by the
Company of 17 April 2024.
As set out in the announcement by the Company on 6 May 2024, Orion completed the first phase of the OCP Transaction
on or about 7 May 2024 (Closing Date). The Company sought and obtained Shareholder approval at the General Meeting
held on 23 May 2024 to ratify the agreement to issue the Shares in satisfaction of the consideration payable for the first
phase of the OCP Transaction. The Company also sought and obtained Shareholder approval at that General Meeting to
ratify the agreement to issue Shares in satisfaction of the Remaining Phases (as that term is defined below) of the OCP
Transaction, however, the issue of Shares under those Remaining Phases may not occur within 3 months of that General
Meeting and as such, shareholder approval is being sought again pursuant to this Resolution. To the extent Shares are issued
in satisfaction of one or more of the Remaining Phases on or before 23 August 2024, this additional Shareholder approval
will no longer be required for that Remaining Phase. Further details are set out below.
There remain a number of components of the Transaction Agreements which may be implemented after the Closing Date
(Remaining Phases), a summary of which is set out below:
• Purchase Consideration
o The aggregate purchase consideration remaining payable by the Company and/or its subsidiary, Area Metals
Holdings No 6 (Pty) Ltd (AMH6), to the OCP Selling Shareholders for the Residual Mineral Rights (as that term is defined
below) is approximately ZAR13.63 million (approximately $1.14 million) (OCP Residual Purchase Consideration) and
is to be settled as follows:
- ZAR9.35 million in relation to the Residual Mineral Rights to be granted to SAFTA, which is to be settled as
follows:
• ZAR0.45 million paid in cash by AMH6 to the OCP Selling Shareholders of SAFTA; and
• ZAR8.9 million settled by way of Orion issuing Shares to the OCP Selling Shareholders of SAFTA, which
Shares will then be admitted to trading on the JSE (SAFTA Residual Share Consideration),
which residual consideration may be settled in two Remaining Phases of 60% and 40%, subject to the receipt
of the required regulatory approvals for the transfer of the relevant Residual Mineral Rights from SAFTA to
New Okiep Mining;
- ZAR2.4 million in relation to the Residual Mineral Rights to be granted to NCC, which is to be settled as
follows:
• ZAR1.19 million paid in cash by AMH6 to the OCP Selling Shareholders of NCC; and
• ZAR1.21 million settled by way of Orion issuing Shares to the OCP Selling Shareholders of NCC, which
Shares will then be admitted to trading on the JSE (NCC Residual Share Consideration),
subject to the receipt of the required regulatory approvals for the transfer of the relevant Residual Mineral
Rights from NCC to New Okiep Exploration; and
- ZAR1.88 million in relation to the Residual Mineral Rights to be granted to BCC, which is to be settled as
follows:
• ZAR0.49 million paid in cash by AMH6 to the OCP Selling Shareholders of BCC; and
• ZAR1.39 million settled by way of Orion issuing Shares to the OCP Selling Shareholders of BCC, which
Shares will then be admitted to trading on the JSE (BCC Residual Share Consideration),
subject to the receipt of the required regulatory approvals for the transfer of the relevant Residual Mineral
Rights from BCC to New Okiep Exploration;
(the SAFTA Residual Share Consideration, the NCC Residual Share Consideration and the BCC Residual Share
Consideration being collectively referred to as the OCP Residual Share Consideration).
o The issue price of the Shares in settlement of the OCP Residual Share Consideration (OCP Residual Consideration
Shares) is equal to the 30-day volume weighted average price (VWAP) of the Shares traded on the ASX and the JSE
during the period immediately prior to the date on which the relevant OCP Selling Shareholders become entitled
to the OCP Residual Share Consideration in respect of the relevant Remaining Phase of the OCP Transaction (Issue
Price).
o The OCP Residual Purchase Consideration will escalate at an annual rate equal to the South African weighted
annual average consumer price index (CPI) plus 1.5% with effect from 31 January 2024 to the date of issue of the
OCP Residual Consideration Shares (CPI Adjustment Amount).
o Orion is entitled in its sole discretion by way of notice in writing to the relevant OCP Selling Shareholders at any time
(and, if the Shares cease to be traded on the JSE, Orion will be obliged) to settle the OCP Residual Share
Consideration in respect of the Remaining Phases of the OCP Transaction in cash (and not by way of Shares), which
payment will occur on the same date as AMH6 settles the corresponding cash portion of the OCP Residual Purchase
Consideration in respect of that Remaining Phase.
o Orion and AMH6 is entitled at any time by way of notice in writing to the OCP Selling Shareholders to accelerate
and settle their obligations in full in relation to the OCP Residual Purchase Consideration (in respect of the Remaining
Phases of the OCP Transaction) and/or the Agterskot (as that term is defined below), provided that the issue price
of the Shares will be the 30-day VWAP during the period immediately prior to the date of the relevant notice in
writing to the OCP Selling Shareholders.
o It is expected that the settlement of the OCP Residual Purchase Consideration (including the issue of the OCP
Residual Consideration Shares) will occur after the date of this Notice, but before the date of the Meeting.
• Deferred Payment
o In addition to the OCP Residual Purchase Consideration, the OCP Selling Shareholders may be entitled to a
conditional deferred payment (Agterskot). The Agterskot (if any) will be calculated on the basis of the number of
tonnes of Mineral Resources published by Orion in relation to the mineral projects which are the subject of the
Mineral Rights (Mineral Projects) in compliance with the JORC Code, estimated with reference to the relevant cut-
off grade, less the tonnes of the baseline JORC Code Mineral Resource.
o Orion may, at the time of settlement of the Agterskot, agree to satisfy payment of the Agterskot by way of cash
payment or by way of issue of Shares. If the Agterskot will be settled by way of Orion issuing Shares to each OCP
Selling Shareholder in the Target Entity concerned (Agterskot Shares):
- the relevant number of Agterskot Shares will be issued twice-annually within 30 days after the publication
by Orion of each of its half-year results and its full year results, in each case in relation to the Mineral
Resources identified and reported in relation to each Mineral Project since the last half-year or full-year
results publication (as the case may be); and
- the issue price of the Agterskot Shares will be at the 30-day VWAP of the Shares traded on the ASX and the
JSE in the period immediately after to the publication date of the relevant half-year or full-year results (as
the case may be).
o Pursuant to the Transaction Agreements, the Agterskot will be calculated and settled on the following basis:
- the Agterskot will be settled quarterly (with relevant quarters coinciding with the financial year of the
Purchasers) in cash if the relevant Purchaser (or any of its affiliates) undertakes mining on the Minerals
Project which is the subject of the relevant OCP Sale Assets (Agterskot Production Payment);
- the Agterkot will escalate at an annual rate equal to the CPI plus 1.5% with effect from 31 January 2024 to
the date of payment of the Agterskot and/or Agterskot Production Payment; and
- on the occurrence of there being a change in control of a Purchaser and/or the disposal of the OCP Sale
Assets by a Purchaser, amongst other things, the relevant Purchaser (or its successor in title) may elect to
either settle the remaining balance of the Agterskot (if any) or offer to sell the relevant OCP Sale Assets
back to the relevant OCP Selling Shareholders subject to, amongst other things, the purchase price
(payable in cash) being equal to the aggregate of the total purchase consideration and Agterskot
payments (other than the Agterskot Production Payment) settled by Orion and AMH6 in favour of the
relevant OCP Selling Shareholders and the approval of applicable regulatory authorities.
• Residual Conditions
o The Remaining Phases of the OCP Transaction are each subject to the granting of the relevant remaining Mineral
Rights (collectively, the Residual Mineral Rights) and, if applicable, approval from the Minister of the Department of
Mineral Resources and Energy (or his lawful delegate) in terms of the South African Mineral and Petroleum Resources
Development Act, 2002 for the transfer of the relevant Residual Mineral Rights from each Target Entity to the relevant
Purchaser (S11 Approval). In the event that granting of the relevant Residual Mineral Rights and/or S11 Approval in
respect of the Remaining Phase(s) is not obtained by 6 July 2026, then the relevant Purchaser (or any of its affiliates)
may apply for a mineral right that incorporates the same minerals (and in the same location) within 30 days
(Substitute Mineral Right), and, if such Substitute Mineral Right is granted to the relevant Purchaser (or any of its
affiliates), the OCP Residual Purchase Consideration is respect of that Remaining Phase becomes payable to the
relevant OCP Selling Shareholders.
• Determination of OCP Residual Consideration Shares
o In accordance with the Transaction Agreements, and as noted above, the Company has agreed to issue the OCP
Residual Consideration Shares in settlement of the OCP Residual Share Consideration to the OCP Selling
Shareholders (in proportion to their shareholding in each of the Target Entities) at the Issue Price and otherwise in
accordance with the description provided above.
o The number of OCP Residual Consideration Shares will be determined with reference to the following formula:
OCP Residual Share Consideration (being ZAR11.5 million) plus the CPI Adjustment Amount
Issue Price
o The following table shows the number of OCP Residual Consideration Shares to be issued to the OCP Selling
Shareholders, assuming (i) an Issue Price of ZAR0.17, (ii) CPI of 5.6% resulting in a CPI Adjustment Amount of ZAR0.65
million (i.e., assuming the OCP Residual Consideration Shares are all issued on 6 July 2026) and (iii) the current
exchange rate of 1 ZAR = $0.082:
OCP Residual Share CPI Adjustment Number of OCP % Shareholding in the
Consideration (ZAR) 7 Amount Residual Consideration Company 8
Shares to be issued
ZAR11.5 million ZAR1.90 million 77.4 million 1.13%
o Although the Shareholders previously provided their approval to ratify the agreement to issue the OCP Residual
Consideration Shares at the General Meeting held on 23 May 2024, approval from the Shareholders is being sought
again as the OCP Residual Consideration Shares may not be issued within 3 months after the date of that Meeting
(as required by ASX Listing Rules 7.5).
Issue of OCP Residual Consideration Shares
As noted above, the Company has agreed to issue the OCP Residual Consideration Shares to the OCP Selling Shareholders
in settlement of the OCP Residual Share Consideration.
Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the agreement to issue the OCP Residual
Consideration Shares to the OCP Selling Shareholders.
A summary of ASX Listing Rule 7.1 and 7.4 is set out in the Background to Resolutions 1(a) and 1(b) on page 8 above.
The agreement to issue the OCP Residual Consideration Shares does not fit within any of the exceptions to ASX Listing Rule
7.1 and as the OCP Residual Consideration Shares may not have been issued within three months of the previous shareholder
approval to ratify the agreement to issue those Shares, the issue of those Shares will effectively not have been approved by
the Company's Shareholders. As such, 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.
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, Resolution 5 seeks Shareholder
ratification under and for the purposes of ASX Listing Rule 7.4 for the agreement to issue the OCP Residual Consideration
Shares.
7 Excluding the escalation of the OCP Residual Share Consideration by the CPI Adjustment Amount.
8 This calculation is based on the Company's Shares on issue as at the date of this Notice.
If Resolution 5 is passed, the OCP Residual Consideration Shares 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 Resolution 5 is not passed, the OCP Residual Consideration 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 relevant issue date.
However, if the OCP Residual Consideration Shares are issued in satisfaction of one or more of the Remaining Phases on or
before 23 August 2024 (being the date which is 3 months after the General Meeting held on 23 May 2024), Shareholder
approval under this Resolution will no longer be required for that Remaining Phase.
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 OCP Residual
Consideration Shares to be issued to the OCP Selling Shareholders:
(a) the OCP Residual Consideration Shares will be issued to the OCP Selling Shareholders. None of the OCP Selling
Shareholders is a related party or an Associate of a related party of the Company;
(b) the maximum number of OCP Residual Consideration Shares the Company will issue will be calculated in
accordance with the formula noted above;
(c) the issue of the OCP Residual Consideration Shares is subject to the receipt of the necessary regulatory approvals
for the transfer of the relevant Residual Mineral Rights from SAFTA to New Okiep Mining and NCC and/or BCC to
New Okiep Exploration in respect of the relevant Residual Phase (including in terms of the South African Mineral and
Petroleum Resources Development Act, 2002). As such, the proposed date of issue is not currently known, but the
OCP Residual Consideration Shares are expected to 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);
(d) the deemed issue price per OCP Residual Consideration Share will be an amount equal to the 30-day VWAP of the
Shares traded on the ASX and JSE during the period immediately prior to the date on which the relevant OCP Selling
Shareholders become entitled to the OCP Residual Consideration Shares in respect of the relevant Remaining
Phase(s);
(e) the OCP Residual Consideration Shares to be 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 OCP Residual Consideration Shares will be issued under the Transaction Agreements in satisfaction of the
obligation of the Company to settle the OCP Residual Share Consideration in payment for the acquisition of the
relevant Residual Mineral Rights from the Target Entities. As such, no funds will be raised from the issue of the OCP
Residual Consideration Shares;
(g) the Company will not receive any funds from the issue as the OCP Residual Consideration Shares will be issued as
part of the consideration payable for the relevant Residual Mineral Rights under the terms of the Transaction
Agreements, as summarised in the Background to this Resolution above; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 5. Each Director 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.
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.
AWST means Australian Western Standard Time.
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.
Chair or Chairman means the chairperson of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced
by the member, in the member's dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).
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).
Director Fees Shares means:
(a) Gomwe Shares;
(b) Mpofu Shares; and
(c) Lennox Shares.
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.
Gomwe Shares has the meaning given in the "Background to Resolutions 2 to 4" section of the Explanatory Memorandum.
JSE means the Johannesburg Stock Exchange.
Key Management Personnel means those people who have authority and responsibility for planning, directing and
controlling the activities of the Company or the Company's group, whether directly or indirectly. Members of the Key
Management Personnel include Directors (both executive and non-executive) and certain senior executives.
Lennox Shares has the meaning given in the "Background to Resolutions 2 to 4" section of the Explanatory Memorandum.
Mpofu Shares has the meaning given in the "Background to Resolutions 2 to 6" section of the Explanatory Memorandum.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.
Placement has the meaning given in the Resolution 1(a) and 1(b) section of the Explanatory Memorandum.
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 MUFG Pension & Market Services (formerly Link Market Services Limited) or JSE Investor Services (Pty)
Ltd (as applicable).
VWAP means volume weighted average price.
ZAR means South African rand.
Date: 30-07-2024 10:00:00
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