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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 Friday 19 May 2023, 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
19 April 2023
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
to be held on
Friday, 19 May 2023 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 10
• Resolution 1(a) and 1(b) – Ratification of Prior Issue – General Placement 1 Shares.
• Resolution 2 – Approval to Issue Shares and Attaching Options – General Placement 2 Shares
and Attaching Options.
• Resolution 3 – Approval to Issue Options – General Placement 1 Attaching Options.
• 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(a) and 6(b) – Approval to Issue Shares and Attaching Options – Mr Errol Smart (or
nominee).
• Resolution 7 – Approval to Issue Shares and Attaching Options – Tembo Loan Facility Shares
• Resolution 8 – Approval to issue Shares in lieu of director fees – Nominee of Mr Mark Palmer
(Tembo).
• Resolution 9 – Approval to Issue Shares – Executive STI Shares.
• Resolution 10 – Approval to Issue Shares – OCP Consideration Shares.
3. Glossary 24
4. Attachment 1 - Terms and Conditions of Attaching Options 25
5. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are entitled to 5:00 p.m. (AWST) Friday, 14 April 2023
receive the Notice of Meeting
Posting of Notice of Meeting and announcement on SENS Wednesday, 19 April 2023
Last day to trade for Shareholders on South African Share 3:00 p.m. (AWST) Thursday, 11 May 2023
register in order to be entitled to vote at the Meeting
Voting record date 5:00 p.m. (SA Time) Tuesday, 16 May 2023
(JSE Share register)
Voting record date 5:00 p.m. (AWST) Wednesday, 17 May 2023
(ASX Share register)
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Wednesday, 17 May 2023
(ASX Share register)
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Tuesday, 16 May 2023
(JSE Share register)
General Meeting 3:00 p.m. (AWST) / Friday, 19 May 2023
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 Friday,
19 May 2023 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.
In line with easing COVID-19 restrictions, the Board is pleased to welcome Shareholders back to the Meeting in person.
Shareholders may also 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.
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 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 Wednesday, 17 May 2023 online
or by post and JSE proxy forms must be submitted to the Company’s share registry by 3:00 p.m. (AWST), on Tuesday, 16 May
2023 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 Wednesday,
17 May 2023 and your JSE Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Tuesday, 16
May 2023. 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 Wednesday, 17 May 2023 or in the JSE Share register at 5:00
p.m. (SA Time) on Tuesday, 16 May 2023.
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 Friday, 19 May 2023 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 – General Placement 1 Shares
To consider and, if thought fit, to pass the following resolution as ordinary resolutions:
(a) “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
116,911,127 Shares at an issue price of $0.015 each to professional and sophisticated investors on 22 March 2023
under Tranche 1 of the placement announced by the Company on 15 March 2023, 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
593,499,999 Shares at an issue price of $0.015 each to professional and sophisticated investors on 31 March 2023
under Tranche 1 of the placement announced by the Company on 15 March 2023, on the terms and conditions
set out in the Explanatory Memorandum.”
Resolutions 1(a) and 1(b) 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) 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 Resolutions 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 and Attaching Options – General Placement 2 Shares and Attaching Options
To consider and, if thought fit, to pass 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
67,799,775 Shares at an issue price of $0.015 each and 271,199,100 Attaching Options to professional and
sophisticated investors under Tranche 2 of the placement announced by the Company on 15 March 2023, 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 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 Attaching Options – General Placement 1 Attaching Options
To consider and, if thought fit, to pass 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
2,841,644,504 Attaching Options, exercisable at $0.017 each on or before 30 November 2023 and attached to Shares
issued under Tranche 1 of the placement announced by the Company on 15 March 2023, to professional and
sophisticated investors, 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 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 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
33,333,333 Shares at an issue price of $0.015 each and 133,333,332 Attaching Options to Mr Thomas Borman (or his
nominee) on the same terms as the placement announced by the Company on 15 March 2023, 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 securities
(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 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 of 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 Chair to vote on this Resolution 4 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 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
16,666,666 Shares at an issue price of $0.015 each and 66,666,664 Attaching Options to Mr Denis Waddell (or his
nominee) on the same terms as the placement announced by the Company on 15 March 2023, 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 securities
(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 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.
Resolutions 6(a) and 6(b) – Approval to Issue Shares and Attaching Options – Mr Errol Smart (or nominee)
To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
(a) “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to
issue 2,000,000 Shares at a deemed issue price of $0.015 each and 8,000,000 Attaching Options to Mr Errol Smart
(or his nominee) on the same terms as the placement announced by the Company on 15 March 2023, with the
subscription price payable for the Shares to be offset against a short term incentive bonus of $83,333 payable
to Mr Errol Smart, and on the terms and conditions set out in the Explanatory Memorandum.”
(b) “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to
issue 3,555,555 Shares at a deemed issue price of $0.015 each and 14,222,220 Attaching Options to Mr Errol
Smart (or his nominee) in satisfaction of the balance of the short term incentive bonus referred to in Resolution
6(a) above to Mr Errol Smart, on the same terms as the placement announced by the Company on 15 March
2023, and 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 6(a) and 6(b) by or on behalf
of Mr Errol Smart (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the
securities (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 Resolutions 6(a) and 6(b) 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 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 of the meeting to vote on each of Resolution 6(a) or 6(b) 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 each of Resolution 6(a) and 6(b); and
(ii) the holder votes on each of Resolution 6(a) and 6(b) in accordance with directions given by the beneficiary
to the holder to vote in that way.
Further, a vote on Resolution 6(a) and Resolution 6(b) must not be, and the Company will disregard any vote that is, cast
(in any capacity) by or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration
Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on Resolution 6(a) and Resolution 6(b) as a proxy if the
vote is not cast on behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on the Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly
with the remuneration of a member of the Key Management Personnel.
Resolution 7 – Approval to Issue Shares and Attaching Options – Tembo Loan Facility Securities
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, subject to the extent permitted by item 9 of section 611 of the Corporations Act 2001 (Cth), for the purposes
of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 51,466,666 Shares
at a deemed issue price of $0.015 per Share and 205,866,664 Attaching Options to Tembo Capital Mining Fund II LP
(or its nominee) under Tranche 2 of the placement announced by the Company on 15 March 2023, 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 7 by or on behalf of Tembo Capital
Mining Fund II LP (and its nominee) and any other person who will obtain a material benefit as a result of the issue of the
securities (except 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 7 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 7, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 7 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 7, in accordance
with a direction given to the Chair to vote on this Resolution 7 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 7; and
(ii) the holder votes on this Resolution 7 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 8 – Approval to Issue Shares in lieu of director fees – Nominee of Mr Mark Palmer (Tembo)
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 1,250,000 Shares at a deemed issue price of $0.02 per Share to the nominee of Mr Mark Palmer (being
Tembo Capital Mining Fund II LP (or its 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 8 by or on behalf of Mr Mark Palmer,
Tembo Capital Mining Fund II LP (or their 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 cast in favour of this Resolution 8 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 8, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 8 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 8, in accordance
with a direction given to the Chair to vote on this Resolution 8 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 8; and
(ii) the holder votes on this Resolution 8 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Further, a vote on this Resolution 8 must not be, and the Company will disregard any vote that is, cast (in any capacity) by
or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration
Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution 8 as a proxy if the vote is not cast on
behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution 8; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution 8; and
(ii) expressly authorises the Chair to exercise the proxy even if this Resolution 8 is connected directly or indirectly
with the remuneration of a member of the Key Management Personnel.
Resolution 9 – Approval to Issue Shares – Executive STI Shares
To consider and, if thought fit, to pass 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
9,660,234 Shares to certain eligible executives of the Company at a deemed issue price of $0.015 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 9 by or on behalf of any person
who participated in the issue and any of their Associates. However, this does not apply to a vote cast in favour of this
Resolution 9 by:
(a) a person as a proxy or attorney for a person who is entitled to vote on Resolution 9, in accordance with the directions
given to the proxy or attorney to vote on Resolution 9 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 9, in accordance
with a direction given to the Chair to vote on this Resolution 9 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 Resolution 9; and
(ii) the holder votes on Resolution 9 in accordance with directions given by the beneficiary to the holder to vote
in that way.
Further, a vote on this Resolution 9 must not be, and the Company will disregard any vote that is, cast (in any capacity) by
or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration
Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution 9 as a proxy if the vote is not cast on
behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution 9; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution 9; and
(ii) expressly authorises the Chair to exercise the proxy even if this Resolution 9 is connected directly or indirectly
with the remuneration of a member of the Key Management Personnel.
Resolution 10 – Approval to Issue Shares – OCP Consideration Shares
To consider and, if thought fit, to pass 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
the OCP 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 10 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 10 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 10, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 10 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 10, in accordance
with a direction given to the Chair to vote on this Resolution 10 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 10; and
(ii) the holder votes on this Resolution 10 in accordance with directions given by the beneficiary to the holder
to vote in that way.
DATED: 18 April 2023
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), 2, 3, 4, 5, 6(a) and 7 – Capital Raising
As announced on 15 March 2023, the Company is undertaking a capital raising to raise up to $13 million, through the issue
of approximately 882 million Shares to professional and sophisticated investors at an issue price of $0.015 per Share.
Participants in General Placement 1 and General Placement 2 (as defined below) will also receive four free attaching
options on the terms set out in Attachment 1 (Attaching Options) for each new Share acquired.
Shareholder approval is also being sought for Mr Thomas Borman, a director of the Company, (or his nominee), Mr Denis
Waddell, a director of the Company, (or his nominee) and Mr Errol Smart, 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 $0.015 per Share and Attaching
Options. Shareholder approval is also being sought for Tembo, to subscribe for Shares at the same issue price of $0.015 per
Share. The capital raising will be conducted via two general placement tranches, and additional issues to Mr Borman, Mr
Waddell, Mr Smart and Tembo, as follows (Capital Raising):
(a) Tranche 1: Through the issue of Shares on 22 March 2023 and on 31 March 2023, the Company completed the first
stage of the Capital Raising by issuing a total of 710.4 million Shares at $0.015 per Share to professional and
sophisticated investors to raise approximately $10.7 million and, subject to Shareholder approval, the Company
intends to issue Attaching Options to each investor (General Placement 1). The Shares issued pursuant to General
Placement 1 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) and
1(b) below for further details). The issue of Attaching Options under General Placement 1 is subject to Shareholder
approval pursuant to ASX Listing Rule 7.1 (refer to Resolution 3 below for further details).
(b) Tranche 2: The second stage of the Capital Raising involves a further placement of 67.80 million Shares at an issue
price of $0.015 per Share and 271.2 million Attaching Options to professional and sophisticated investors to raise
approximately $1.0 million (General Placement 2). The issue of Shares and Attaching Options under General
Placement 2 is subject to Shareholder approval pursuant to ASX Listing Rule 7.1 (refer to Resolution 2 below for further
details).
(c) Issue to Mr Thomas Borman (or nominee): The Capital Raising involves a further placement of 33.3 million Shares
and 133.3 million Attaching Options to Mr Thomas Borman (or his nominee) (Borman Placement), to raise a total of
$0.5 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).
(d) Issue to Mr Denis Waddell (or nominee): The Capital Raising involves a further placement of 16.7 million Shares and
66.7 million Attaching Options to Mr Denis Waddell (or his nominee) (Waddell Placement), to raise a total of $0.25
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).
(e) Issue to Mr Errol Smart (or nominee): Mr Errol Smart (or his nominee) subscribed for 2.0 million Shares and 8.0 million
Attaching Options on the same terms as General Placements 1 and 2. The value of Mr Errol Smart's subscription
represents approximately $30,000 (at the issue price of $0.015 per Share). Since the date of announcement of the
Placement, the Board has resolved that Mr Errol Smart is entitled to a short term incentive bonus of $83,333 (Bonus
Entitlement). Mr Errol Smart and the Board have agreed that Mr Smart's Bonus Entitlement shall be satisfied as follows:
i. Mr Smart offsetting the subscription price payable for the 2.0 million Shares (being $30,000) against part of
the Bonus Entitlement (Smart Placement); and
ii. the balance of the Bonus Entitlement (being $53,333) shall be satisfied by an issue of a further 3.55 million
Shares (at a deemed issue price of $0.015 per Share) and 14.22 million Attachment Options, each issued
on the same terms as General Placements 1 and 2 (Bonus STI Placement),
(together, the Smart and Bonus STI Placement). The Smart and Bonus STI Placement is subject to Shareholder
approval pursuant to ASX Listing Rule 10.11(refer to Resolution 6(a) and Resolution 6(b) below for further details).
(f) Issue to Tembo: The Capital Raising involves a further placement of 51.5 million Shares and 205.9 million Attaching
Options to Tembo, at a deemed issue price of $0.015 per Share (Tembo Loan Facility Shares), on the same terms as
General Placements 1 and 2, the consideration for which will be a repayment of the Tembo Convertible Loan in full
(being an amount equal to approximately $0.77 million) (Tembo Loan Conversion Placement). The issue of the
Tembo Loan Facility Shares is subject to Shareholder approval pursuant to ASX Listing Rule 10.11 (refer to Resolution
7 below for further details).
All Shares and Attaching Options to be issued under General Placements 1 and 2 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, Mr Thomas Borman, Mr Denis Waddell and Mr Errol Smart are related parties, and are therefore parties to
whom ASX Listing Rule 10.11 applies. Tembo is a substantial (10%+) holder in the Company who has nominated a Director
to the Board of the Company and is therefore a party to whom ASX Listing Rule 10.11 applies. The approval of the Treasurer
is also required for the issue of the Tembo Loan Facility Shares (FIRB Approval).
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 trial mining and processing
of ore, mine dewatering and the completion of feasibility studies for the Prieska Copper-Zinc Mine Early Production Scenario
(Prieska Mine Objectives); settle the outstanding amount of the Anglo American sefa Mining Fund loan facility thereby
satisfying one of the conditions precedent to draw-down of the $10 million Triple Flag early funding arrangement and the
ZAR250 million Industrial Development Corporation convertible loan facility (Loan Facility Objectives); progress the feasibility
study, permitting and acceleration of early production in respect of the Okiep Copper Project, advance metallurgical
processing and refining test work and feasibility studies for early mining on the Jacomynspan nickel-copper-cobalt PGE
project (Okiep Project and Jacomynspan Objectives); 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
(Prospecting Objectives); 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 the Capital Raising. 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 and 2.
Resolutions 1(a) and 1(b) – Ratification of Prior Issue – General Placement 1 Shares
Background
On 22 March 2023 and 31 March 2023 (each, an Issue Date), the Company issued 710,411,126 Shares at an issue price of
$0.015 per Share to raise $10.7 million as General Placement 1 of the Capital Raising.
Resolutions 1(a) and 1(b) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares 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 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) and 1(b) seek Shareholder approval for the issue of General
Placement 1 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 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) or 1(b) is not
passed, the relevant Shares 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 issued
pursuant to General Placement 1:
(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. 116,911,127 Shares were issued on 22 March 2023;
ii. 593,499,999 Shares were issued on 31 March 2023;
(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 $10.7 million in aggregate;
(e) the Company intends to use the funds raised from the issue of Shares pursuant to the General Placement 1
principally to progress its Prieska Mine Objectives, Loan Facility Objectives, Okiep Project and Jacomynspan
Objectives, Prospecting Objectives and otherwise 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).
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 67,799,775 Shares
at an issue price of $0.015 to raise approximately $1.0 million, and 271,199,100 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) and 1(b) on page 11 above. The proposed
issued of the General Placement 2 Shares and Attaching Options does not fall within any of the exceptions to ASX Listing
Rule 7.1 and the Company does not have sufficient placement capacity remaining under that ASX Listing Rule to
accommodate the proposed issue. It therefore requires the approval of Shareholders under ASX Listing Rule 7.1.
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 67,799,775 Shares and 271,199,100
Attaching Options;
(b) the Shares and Attaching Options are intended to be issued on or around 23 May 2023, 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 $0.015 per Share to raise $1.0 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 of the General Placement 2
Shares and Attaching Options the subject of this Resolution 2 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 November 2023 at an exercise price of $0.017 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 its Prieska Mine Objectives, Loan Facility Objectives, Okiep Project and Jacomynspan
Objectives, Prospecting Objectives and otherwise for general working capital purposes. The Attaching Options will
be issued for nil consideration, and as such, no amounts will be raised from the issue of the Attaching Options.
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 and 2; 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 Options - General Placement 1 Options
Resolution 3 seeks Shareholder approval under and for the purposes of ASX Listing Rule 7.1 for the issue of 2,841,644,504
Attaching Options attached to the Shares issued under General Placement 1.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolutions 1(a) and 1(b) on page 11 above. The proposed
issue of the Attaching Options does not fall within any of the exceptions to ASX Listing Rule 7.1 and the Company does not
have sufficient placement capacity remaining under that ASX Listing Rule to accommodate the proposed issue. It therefore
requires the approval of Shareholders under ASX Listing Rule 7.1.
The effect of Resolution 3 will be to allow the Company to issue the Attaching Options pursuant to General Placement 1
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. If Resolution 3 is not passed, the Company shall not issue the Attaching Options under General
Placement 1.
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 Attaching
Options issued pursuant to General Placement 1:
(a) the maximum number of Attaching Options the Company will issue is 2,841,644,504 Attaching Options;
(b) the Attaching Options are intended to be issued on or around 23 May 2023, 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 Attaching Options will be issued for nil consideration. The Attaching Options are free-attaching unquoted
options to the General Placement 1 Shares;
(d) the 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 of the General Placement 1 Attaching Options
the subject of this Resolution 3 will be related parties, or Associates of related parties, of the Company;
(e) the Attaching Options will be issued for nil consideration, and as such, no amounts will be raised from the issue of
the Attaching Options. 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 and 2; and
(f) 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 33,333,333 Shares and 133,333,332 Attaching Options to Mr Thomas Borman (or his nominee) to raise a
total of $0.5 million, 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 ASX Listing Rule 7.1 is not required if Shareholder approval is obtained
under ASX 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.
The effect of passing Resolution 4 will be to allow the Company to issue the General Placement 2 Shares and Attaching
Options to Mr Thomas Borman (or his nominee). As approval pursuant to ASX Listing Rule 7.1 is not required, the Borman
Placement will not use up any of the Company's placement capacity. If Resolution 4 is not passed, the Company will not
be able to proceed with the Borman Placement, and the Company will not receive the additional funds.
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 and Attaching Options 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 33,333,333 Shares and 133,333,332
Attaching Options;
(c) the Shares and Attaching Options are intended to be issued on or around 23 May 2023, 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 $0.015 per Share, being the same issue price as all other Shares issued under General
Placements 1 and 2, to raise approximately $0.5 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 November 2023 at an exercise price of $0.017 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 its Prieska Mine Objectives, Loan Facility Objectives, Okiep Project and Jacomynspan Objectives,
Prospecting Objectives and otherwise for general working capital purposes. The Attaching Options will be issued
for nil consideration, and as such, no amounts will be raised from the issue of the Attaching Options. 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 and 2;
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 16,666,666 Shares and 66,666,664 Attaching Options to Mr Denis Waddell (or his nominee) to raise a total
of $0.25 million, 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.
The effect of passing Resolution 5 will be to allow the Company to issue the General Placement 2 Shares and Attaching
Options to Mr Denis Waddell (or his nominee). As approval pursuant to ASX Listing Rule 7.1 is not required, the Waddell
Placement will not use up any of the Company's placement capacity. If Resolution 5 is not passed, the Company will not
be able to proceed with the Waddell Placement, and the Company will not receive the additional funds.
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 and Attaching Options 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 16,666,666 Shares and 66,666,664
Attaching Options;
(c) the Shares and Attaching Options are intended to be issued on or around 23 May 2023, 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 $0.015 per Share, being the same issue price as all other Shares issued under General
Placements 1 and 2, to raise approximately $0.25 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 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 November 2023 at an exercise price of $0.017 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 its Prieska Mine Objectives, Loan Facility Objectives, Okiep Project and Jacomynspan Objectives,
Prospecting Objectives and otherwise for general working capital purposes. The Attaching Options will be issued
for nil consideration, and as such, no amounts will be raised from the issue of the Attaching Options. 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 and 2;
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 – Approval to Issue Shares and Attaching Options – Mr Errol Smart (or nominee)
Background
As set out above, the Company is undertaking the Capital Raising. As noted above, Mr Errol Smart has subscribed for 2.0
million Shares and 8.0 million Attaching Options on the same terms as General Placements 1 and 2. The value of Mr Errol
Smart's subscription represents approximately $30,000 (at the issue price of $0.015 per Share).
In addition, the Company proposes to issue Shares to certain eligible executives in connection with the short term incentive
entitlements that have accrued to those executives. As announced on 1 September 2020, Mr Errol Smart is entitled to
participate in the Company's short term incentive plan, to receive up to 50% of his fixed annual remuneration annually,
which may be satisfied by cash payment or issue of equity securities, subject to satisfaction of certain key performance
indicators and performance objectives.
The key performance indicators set in respect of Mr Errol Smart's short term incentive entitlement for 2022 have been
achieved, being indicators relating to:
• Health, safety and environmental (HSE) performance, including in relation to lost time injury frequency rates and
compliance with HSE reporting and inspection requirements;
• Stakeholder engagement, including in relation to Shareholder communication and maintenance of relationships
with joint venture partners and other stakeholders;
• Commercial matters, including obtaining certain permits and securing financing of an agreed amount; and
• Compliance with periodic reporting and budgeting requirements and standards.
The Board has determined that Mr Errol Smart is entitled to the Bonus Entitlement of $83,333.
Subject to Shareholder approval, Mr Errol Smart and the Company have agreed that his short term incentive bonus shall be
satisfied as follows:
(a) Mr Smart offsetting the subscription price payable for the 2.0 million Shares (being $30,000) against part of his Bonus
Entitlement under the Smart Placement; and
(b) the balance of the Bonus Entitlement (being $53,333) shall be satisfied by an issue of a further 3.55 million Shares (at
a deemed issue price of $0.015 per Share) and 14.22 million Attachment Options under the Bonus STI Placement
(together with the Smart Placement, the Smart and Bonus STI Placement).
Resolutions 6(a) and 6(b) seeks the required Shareholder approval to issue to Mr Errol Smart (or his nominee) 3.55 million
Shares and 14.22 million Attachment Options pursuant to the Smart and Bonus STI Placement in accordance with ASX Listing
Rule 10.11.
Shareholder approval is not required to be sought pursuant to Listing Rule 7.1 for the Smart and Bonus STI 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.
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 Smart and Bonus STI Placement will result in the issue of Shares and Attaching Options which constitutes giving a financial
benefit and Mr Errol Smart is a related party of the Company by virtue of being a Director.
The Directors (other than Mr Errol Smart 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 Smart and Bonus STI Placement
because the Shares and Attaching Options will be issued to Mr Errol Smart 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 and constitutes reasonable remuneration.
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 Smart and Bonus STI Placement involves the issue of Shares and Attaching Options 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 Smart and Bonus STI Placement:
(a) the Shares and Attaching Options will be issued under ASX Listing Rule 10.11.1 to Mr Errol Smart (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 as follows:
i. 2,000,000 Shares and 8,000,000 Attaching Options pursuant to the Smart Placement; and
ii. 3,555,555 Shares and 14,222,220 Attaching Options pursuant to the Bonus STI Placement;
(c) the Shares and Attaching Options are intended to be issued on or around 23 May 2023, 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 deemed issue price will be $0.015 per Share, being the same issue price as all other Shares issued under General
Placements 1 and 2. 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 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 November 2023 at an exercise price of $0.017 and otherwise on the terms and conditions set out in
Attachment 1;
(f) the Company will not receive any funds from the issue of Shares or Attaching Options as:
i. the subscription price of $30,000 payable by Mr Errol Smart under the Smart Placement shall be offset
against part of Mr Errol Smart's Bonus Entitlement; and
ii. the balance of the Bonus Entitlement (being $53,333) shall be satisfied by an issue of a further 3.55 million
Shares (at a deemed issue price of $0.015 per Share) and 14.22 million Attachment Options.
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 and 2; and
(g) Under the terms of Mr Smart's engagement, his remuneration consists of:
i. fixed remuneration of $322,000 per annum;
ii. an entitlement to a short term incentive award of up to 50% of his fixed remuneration (which may be
satisfied by cash payment or issue of equity securities, subject to Shareholder approval), subject to
satisfaction of certain key performance indicators and performance objectives; and
iii. an entitlement to a long term incentive award of up to 50% of his fixed remuneration (which may be
satisfied by an issue of equity securities, subject to Shareholder approval), subject to satisfaction of certain
key performance indicators and performance objectives; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Errol Smart) recommend that Shareholders vote in favour of Resolution 6(a) and Resolution 6(b).
Each Director (other than Mr Errol Smart) intends to vote the Shares they control in favour of Resolution 6(a) and Resolution
6(b).
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 6(a) and
Resolution 6(b).
Resolution 7 – Approval to Issue Shares - Tembo Loan Facility Shares
Background
The Company has entered into a Convertible Loan facility with Tembo, announced on 3 January 2023, pursuant to which
Tembo has advanced an amount equal to US$0.5 million (approximately $0.73 million) (excluding capitalised interest and
fees) to the Company (Tembo Convertible Loan). Under the terms of the Tembo Convertible Loan, and subject to obtaining
the relevant approvals, the amount outstanding (including capitalised interest and fees) of approximately $0.77 million will
be repaid by the issue of Shares to Tembo at a deemed issue price of the price per Share payable by investors under
General Placements 1 and 2 and on the same terms as the General Placements 1 and 2 (including Attaching Options)
(Tembo Loan Conversion Placement).
Resolution 7 seeks Shareholder approval for the purposes of ASX Listing Rule 10.11 for the issue of 51,466,666 Shares to Tembo
(or its nominee) (Tembo Loan Facility Shares), at a deemed issue price of $0.015 per Share and 205,866,664 Attaching
Options. The Company intends that the Tembo Loan Facility Shares will be issued in consideration for repaying all amounts
owing to Tembo under the Tembo Convertible Loan.
A summary of ASX Listing Rule 10.11 is set out in the Background to Resolutions 4 and 5 on pages 14 and 15 above.
As the Tembo Loan Conversion Placement involves the issue of Shares to a party who is a substantial (10%+) holder who has
nominated a Director to the Board of the Company pursuant to a relevant agreement that gives them the right to do so,
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. Tembo's participation in the
Tembo Loan Conversion Placement is subject to receipt of both Shareholder approval and FIRB Approval.
The effect of Resolution 7 (if passed and assuming that FIRB Approval is obtained) will be to allow the Company to issue the
Tembo Loan Facility Shares to Tembo (or its nominee) during the period of 1 month after the Meeting (or a longer period, if
allowed by ASX). As approval pursuant to ASX Listing Rule 7.1 is not required, the Tembo Loan Conversion Placement will not
use up any of the Company's placement capacity. If Resolution 7 is not passed, the Company will not be able to proceed
with the Tembo Loan Conversion Placement and the amount outstanding under the Tembo Convertible Loan will remain
unchanged.
The Company will not issue any Shares to Tembo (or its nominee) under this Resolution 7 if to do so would result in a
contravention of section 606 of the Corporations Act, and accordingly, Tembo's (or its nominee's) participation will be
limited to the extent that it can rely on the 3% Creep Exemption.
Corporations Act prohibition
The voting power of Tembo immediately prior to the issue of the Tembo Loan Facility Shares will be 18.4%.
Section 606 of the Corporations Act prohibits a person acquiring a relevant interest in issued voting shares in a listed
company if, as a result of the acquisition that person's or someone else's voting power in the company increases from 20%
or below, to more than 20%, or from a starting point that is above 20% and below 90%.
Exceptions to the section 606 prohibition
There are various exceptions to the prohibition in section 606 of the Corporations Act, including the 3% Creep Exemption.
Section 611 of the Corporations Act contains a table setting out circumstances in which acquisitions of relevant interests
are exempt from the prohibition. Item 9 of the table in section 611 of the Corporations Act provides an exemption for
acquisitions of no more than 3% in every 6 months, provided that throughout the 6 months before the acquisition that person
has had voting power of at least 19% (3% Creep Exemption).
Immediately prior to the issue of the Loan Facility Shares and assuming all Shares are issued pursuant to the Capital Raising,
Tembo's voting power will be temporarily diluted to 18.4%1. As such, Tembo shall be unable to rely on the 3% Creep
Exemption, unless ASIC relief is obtained.
If Shareholder approval is obtained pursuant to Resolution 7, Tembo (or its nominee) will be entitled to acquire such number
of Tembo Loan Facility Shares that results in its voting power increasing to 19.99% (together with any Shares issued to Tembo
pursuant to Resolution 8 below).
1 This assumes that approval sought for the issue of Shares pursuant to Resolutions 1, 2, 4, 5, 6 and 9 is obtained.
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 Tembo
Loan Facility Shares:
(a) the Tembo Loan Facility Shares will be issued under ASX Listing Rule 10.11.3 to Tembo (or its nominee), who is a
substantial (10%+) holder who has nominated a Director to the Board of the Company pursuant to a relevant
agreement that gives them the right to do so;
(b) the maximum number of Shares and Attaching Options the Company will issue is 51,466,666 Shares and 205,866,664
Attaching Options;
(c) subject to FIRB Approval, the Shares are intended to be issued on or around 23 May 2023, 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 deemed issue price will be $0.015 per Share, being the same issue price as all other Shares issued under General
Placements 1 and 2. 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 will be issued to Tembo or its nominees who are not related parties of the Company;
(f) 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 November 2023 at an exercise price of $0.017 and otherwise on the terms and
conditions set out in Attachment 1;
(g) the Company will not receive any funds from the issue as the funds will be applied to further reducing the
outstanding amounts repayable to Tembo under the Tembo Convertible Loan, calculated at a deemed issue price
of $0.015 per Share. 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 and 2; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Independent Directors recommend that Shareholders vote in favour of Resolution 7. Each Independent Director intends
to vote the Shares they control in favour of Resolution 7.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 7.
Resolution 8 - Approval to issue Shares in lieu of director fees – Nominee of Mr Mark Palmer (Tembo)
The Company previously sought and obtained Shareholder approval to issue 1,250,000 Shares to Mr Palmer at a deemed
issue price of $0.02 per Share in lieu of cash fees of $25,000 owed to Mr Palmer as Director of the Company. The deemed
issue price represented the same price as the Shares issued under the capital raising and share purchase plan announced
on 22 June 2022, and the deemed issue price at which Shares were issued to other Directors in lieu of director fees. The
Company did not proceed with the issue of Shares to Mr Palmer following receipt of Shareholder approval at the time, as
Mr Palmer notified the Company of his intention to request that the Shares be issued to his nominee, Tembo (being another
ASX Listing Rule 10.11 party requiring Shareholder approval), and as such, the prior Shareholder approval has lapsed.
In order to preserve the Company’s cash reserves, Mr Mark Palmer has agreed, subject to Shareholder approval, to receive
his Director fees in Shares (Director Fees Shares) in lieu of cash on the terms and conditions set out below. No cash payment
by way of Director fees has been made or will be made, to Mr Palmer for the period 1 July 2022 to 31 December 2022. Mr
Palmer has requested that, subject to Shareholder approval and FIRB Approval, the Company issue his Director Fees Shares
to his nominee, Tembo (a substantial Shareholder of the Company to which ASX Listing Rule 10.11 also applies).
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 Palmer is a related party for the purposes of ASX Listing Rule 10.11. In addition, as noted
above, Tembo is a substantial (10%+) holder who has nominated a Director to the Board of the Company pursuant to a
relevant agreement that gives them the right to do so (and is therefore a party to whom ASX Listing Rule 10.11.3 applies).
Accordingly, Shareholder approval is sought pursuant to ASX Listing Rule 10.11 for the proposed issue of Director Fees Shares
to Mr Palmer's nominee.
The Directors (other than Mr Palmer 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 Director Fees Shares to Mr
Palmer or his nominee because the agreement to issue the Shares in lieu of his Director’s fees is considered reasonable
remuneration in the circumstances.
If Shareholders do not approve the issue of Director Fees Shares to Tembo, the Company will not be able to proceed with
the issue and the outstanding Director’s fees will remain a liability of the Company and be payable in cash at a future date.
Corporations Act prohibition
As noted above, the voting power of Tembo immediately prior to the issue of the Tembo Loan Facility Shares will be 18.4%.
As the 3% Creep Exemption shall not be available to Tembo at the proposed date of issue of the Director Fees Shares, no
Director Fees Shares shall be issued to Tembo (as Mr Palmer's nominee) to the extent that the issue of such shares (together
with any Tembo Loan Facility Shares) would result in Tembo's voting power increasing beyond 19.99% at that time.
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 Director Fees Shares to Mr Mark Palmer:
(a) the Director Fees Shares will be issued under ASX Listing Rule 10.11.3 to Tembo as the nominee of Mr Mark Palmer.
Tembo is a substantial (10%+) holder who has nominated a Director to the Board of the Company pursuant to a
relevant agreement that gives them the right to do so;
(b) the maximum number of Director Fees Shares proposed to be granted to Tembo is 1,250,000 Shares;
(c) subject to Shareholder approval and FIRB Approval, the Director Fees Shares are intended to be issued to Tembo
on or around 23 May 2023, 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 Director Fees Shares are being issued in lieu of Director fees which are otherwise payable to Mr Mark Palmer in
respect of the period from 1 July 2022 to 31 December 2022. As such, the Shares will be issued for nil cash
consideration, and accordingly no funds will be raised from the issue of the Shares. The Director Fees Shares will be
issued at the deemed price of $0.02 per Director Fees Share, being the same price paid by investors and
Shareholders for Shares issued under the capital raising and share purchase plan announced on 22 June 2022 (at
the time that the Company agreed with certain of its Directors, including Mr Mark Palmer, to issue shares in lieu of
Director fees);
(e) the Director Fees Shares are being issued to Tembo in lieu of Director fees which are otherwise payable to Mr Mark
Palmer, 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 Mark Palmer’s current total remuneration package with the Company are as follows:
Director Director’s Fees Securities-based payments Total Financial Benefit
Mark Palmer $50,000 $Nil $50,000
(g) the Director Fees Shares are not being issued under any written agreement; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Mark Palmer) recommend that Shareholders vote in favour of Resolution 8. Each Director (other
than Mr Mark Palmer) intends to vote the Shares they control in favour of Resolution 8.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 8.
Resolution 9 – Approval to Issue Shares – Executive STI Shares
Background
The Company proposes to issue a total of 9.66 million Shares at a deemed issue price of $0.015 to eligible executives in
connection with their remuneration packages (Executive STI Placement).
The proposed issued of the Shares under the Executive STI Placement does not fall within any of the exceptions to ASX Listing
Rule 7.1 and the Company does not have sufficient placement capacity remaining under that ASX Listing Rule to
accommodate the proposed issue. It therefore requires the approval of Shareholders under ASX Listing Rule 7.1.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolutions 1(a) and 1(b) on page 11 above.
The effect of Resolution 9 will be to allow the Company to issue the Executive STI Placement Shares 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.
If Resolution 9 is not passed, the Shares issued under the Executive STI Placement will only be able to be issued to the extent
that the Company has sufficient capacity under its 15% limit in ASX Listing Rule 7.1 without Shareholder approval.
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 Executive STI
Placement Shares:
(a) the Executive STI Placement Shares will be issued to Executives, none of whom are related parties or Associates of
related parties of the Company;
(b) a maximum of 9,660,234 Shares (being fully paid ordinary shares) will be issued;
(c) the Shares issued will be 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 are intended to be issued on or about 23 May 2023, 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);
(e) the deemed issue price will be $0.015 per Share;
(f) the Company will not receive any funds from the issue as the Executive STI Placement Shares were issued as part of
the remuneration package of the eligible executives, calculated at a deemed issue price of $0.015;
(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 9. Each Director intends to vote the Shares they
control in favour of Resolution 9.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 9.
Resolution 10 – Approval to Issue Shares – OCP 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 and other assets (OCP Sale Assets) held by Southern African
Tantalum Mining (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).
It is intended that the OCP Sale Assets will be acquired by two newly formed Orion subsidiary companies, namely New
Okiep Exploration Company (Pty) Ltd (initially 100% Orion-owned) and the New Okiep Mining Company (Pty) Ltd (initially
56.3% owned by Orion and 43.7% owned by Industrial Development Corporation (IDC)). Both of these entities will, to the
extent required, introduce empowerment partners in compliance with the Mining Charter 2018.
Transaction Agreements
In order to record the terms and conditions pursuant to which Orion would acquire the OCP Sale Assets, on or about 31 July
2021, Orion entered into:
• a separate Asset Acquisition Agreement with, amongst others, each of the Target Entities and their respective
shareholders (collectively, the OCP Shareholders); and
• a Transaction Cooperation Agreement with the Target Entities and the OCP Shareholders,
(collectively, the Transaction Agreements).
In terms of the Transaction Agreements:
• the aggregate purchase consideration payable by the Company (or its subsidiaries) to the Target Entities (and
which thereafter will be immediately distributed to the OCP Shareholders) for the OCP Sale Assets is ZAR76.5 million
(approximately $7.1 million) (OCP Purchase Consideration);
• the OCP Purchase Consideration is to be settled as to ZAR18.4 million in cash and ZAR58.1 million in Shares (OCP
Share Consideration);
• the issue price of the Shares in settlement of the OCP Share Consideration will be equal to the 30-day VWAP of the
Shares traded on the ASX and the JSE in the period ending on the date that is the earlier of:
o the closing date of the applicable part of the relevant OCP Transaction; and
o 30 days after the date on which the last specified mineral right is granted in respect of the Target Entity that is
the subject of that transaction,
(Issue Price);
• the Company will pre-pay a portion of the OCP Purchase Consideration (Pre-Payment) to the Target Entities (and
which thereafter will be immediately distributed to the OCP Selling Shareholders) with effect from the date that is
90 days after the date on which the last mineral right is granted in respect of the Target Entity that is the subject of
that transaction until the closing date of the OCP Transaction concerned. The Pre-Payment amount is ZAR350,000
in respect of the SAFTA transaction and ZAR250,000 in respect of each of the NCC transaction and the BCC
transaction. The aggregate of the Pre-Payments is deducted from the OCP Share Consideration, in accordance
with the formula set out below; and
• in addition to the OCP Purchase Consideration, the OCP Selling Shareholders will be entitled to a conditional
deferred payment (Agterskot). The Agterskot will be calculated on the basis of the number of tonnes of Mineral
Resources published by Orion in relation to the 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.
For additional information on the salient details of the Transaction Agreements, refer to Orion’s ASX / JSE announcement,
released on 2 August 2021.
In accordance with the Transaction Agreements, and subject to Shareholder approval, the Company intends to issue the
OCP Share Consideration to the Target Entities (and which thereafter will be immediately distributed 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. Although the Shareholders previously provided their approval for the
issue of the OCP Consideration Shares (as defined below) at the General Meeting held on 25 November 2021, as it has
been more than 3 months since the date of that meeting, approval from the Shareholders is being re-sought.
OCP Consideration Shares
The number of Shares to be issued to the Target Entities (and which thereafter will be immediately distributed to the OCP
Selling Shareholders) in settlement of the OCP Share Consideration under the Transaction Agreements (OCP Consideration
Shares) will be determined with reference to the following formula:
(OCP Share Consideration – Pre-Payments)/Issue Price
The following table shows the number of OCP Consideration Shares to be issued to the OCP Selling Shareholders, assuming
a Consideration Share Issue Price of $0.015 and the current exchange rate of 1 ZAR = AUD0.083:
Purchase Price (ZAR) Number of Consideration Shares to be issued % Shareholding in the Company2
ZAR52.5 million 290 million 5.3%
2 This calculation is based on the Company's Shares on issue as at the date of this Notice.
Approval sought
As noted above, the Company is proposing to issue the OCP Consideration Shares to the Target Entities (and which
thereafter will be immediately distributed to the OCP Selling Shareholders).
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolutions 1(a) and 1(b) on page 11 above.
Resolution 10 seeks the required Shareholder approval under and for the purposes of ASX Listing Rule 7.1 for the issue of the
OCP Consideration Shares.
If Resolution 10 is passed, the Company will be able to proceed with the issue of the OCP Consideration Shares and
discharge its obligations under the Transaction Agreements. In addition, the OCP Consideration Shares will be excluded
from the calculation of the number of equity securities that the Company can issue without Shareholder approval under
ASX Listing Rule 7.1.
If Resolution 10 is not passed, the Company will still be able to proceed with the proposed issue of the OCP Consideration
Shares, however, the OCP Consideration Shares will be included in the calculation of the number of equity securities that
the Company can issue without Shareholder approval under 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 OCP
Consideration Shares.
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 OCP
Consideration Shares to be issued to the OCP Selling Shareholders:
(a) the OCP Consideration Shares will be issued to the Target Entities (and which thereafter will be immediately
distributed 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 Consideration Shares the Company will issue will be calculated in accordance with
the formula noted above;
(c) the issue of the OCP Consideration Shares is subject to completion of the OCP Transaction, which is subject to the
satisfaction of a number of suspensive conditions (including South African regulatory approvals). As such, the
proposed date of issue is not currently known, but the OCP Consideration Shares 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);
(d) the deemed issue price per OCP Consideration Share will be an amount equal to the 30-day VWAP of the Shares
traded on the ASX and JSE in the period ending on the date that is the earlier of:
(i) the closing date of the applicable part of the relevant OCP Transaction; and
(ii) 30 days after the date on which the last specified mineral right is granted in respect of the Target Entity that
is the subject of that transaction;
(e) the OCP 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 Consideration Shares will be issued under the Transaction Agreements in satisfaction of the obligation of
the Company to settle the OCP Share Consideration in partial payment for the acquisition of the OCP Sale Assets
from the Target Entities. As such, no funds will be raised from the issue of the OCP Consideration Shares;
(g) the Company will not receive any funds from the issue as the OCP Consideration Shares will be issued as part of the
consideration payable for the OCP Sale Assets 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 10. Each Director intends to vote the Shares they
control in favour of Resolution 10.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 10.
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 $0.017 each on or before 30 November 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), 2, 3, 4, 5, 6(a) and 7 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), 2, 3, 4, 5, 6(a) and 7 in the Explanatory
Memorandum.
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).
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), 2, 3, 4, 5, 6(a) and 7 in the
Explanatory Memorandum.
General Placement 1 has the meaning given in the Background to Resolutions 1(a), 1(b), 2, 3, 4, 5, 6(a) and 7 in the
Explanatory Memorandum.
General Placement 2 has the meaning given in the Background to Resolutions 1(a), 1(b), 2, 3, 4, 5, 6(a) and 7 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).
Smart and Bonus STI Placement has the meaning given in the Background to Resolutions 1(a), 1(b), 2, 3, 4, 5, 6(a) and 7 in
the Explanatory Memorandum.
Tembo means Tembo Capital Mining Fund II LP.
US$ means United States dollar.
Waddell Placement has the meaning given in the Background to Resolutions 1(a), 1(b), 2, 3, 4, 5, 6(a) and 7 in the
Explanatory Memorandum.
ZAR means South African rand.
Attachment 1 - Terms and Conditions of Attaching Options (General Placement 1 and General Placement 2,
Borman Placement, Waddell Placement, Smart and Bonus STI Placement and Tembo Loan Conversion
Placement)
The Attaching Options to be granted will be granted on the following terms and conditions:
(a) Each Placement Option gives the Placement Optionholder the right to subscribe for one fully paid ordinary share
(Share) in the capital of Orion Minerals Ltd (Orion) upon exercise of the Placement Option in accordance with the
terms and conditions of the Placement Options.
(b) The Placement Options may not be transferred, assigned to, or renounced in favour of any other person.
(c) The Placement Options will expire at 5:00pm (Melbourne time) (Expiry Time) on 30 November 2023 (Expiry Date). Any
Placement Options not exercised prior to the Expiry Date will automatically expire.
(d) The amount payable upon exercise of each Placement Option is AUD1.7 cents (Exercise Price).
(e) The Placement Options may be exercised on more than one occasion and/or in part, subject to each such exercise
being for not less than 100,000,000 Placement Options (or, if the total number of Placement Options granted to the
Placement Optionholder is less than this number, such lesser number of Placement Options) being exercised in each
written notice of exercise, provided that the Company may on written request from a Placement Optionholder
approve in writing the exercise by the Placement Optionholder of a smaller number of Placement Options (Placement
Option Minimum).
(f) Subject to paragraphs (g) and (h), the Placement Optionholder may exercise their Placement Options by lodging
with Orion, before the Expiry Time on the Expiry Date:
A. a written notice of exercise of Placement Options specifying the number of Placement Options being exercised
(subject in each case to the Placement Option Minimum); and
B. an electronic funds transfer for the Exercise Price for the number of Placement Options being exercised,
(Exercise Notice).
(g) The Placement Optionholder must notify Orion in writing at least 10 Business Days prior to issuing an Exercise Notice of
its intention to do so.
(h) An Exercise Notice is only effective when Orion has received the full amount of the Exercise Price in cleared funds.
Unless the Company notifies the Placement Optionholder in writing to the contrary payment of the Exercise Price shall
be made in the same manner as payment for the Placement Shares.
(i) 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 Placement Options
specified in the Exercise Notice.
(j) Notwithstanding any other term of these Placement Options, the Company is entitled to refuse to issue Shares upon
application for exercise of the Placement 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 assistance to the Placement Optionholder to obtain such approvals as are required.
(k) Subject to paragraph (l), all Shares issued upon the exercise of Placement Options will, from the date of issue, rank
pari passu in all respects with other Shares.
(l) A Share issued upon the exercise of Placement Options is only entitled to receive a dividend where the Placement
Option has been exercised and the Share is issued on or before the record date for that dividend.
(m) Orion will not apply for quotation of the Placement Options on ASX or JSE. However, Orion will apply for quotation of
all Shares issued pursuant to the exercise of Placement Options on ASX or the JSE, as applicable, promptly after the
issue of those Shares.
(n) Subject to paragraphs (p), (q) and (r), the Placement 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 Placement 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
Placement Optionholder the opportunity to exercise their Placement Options prior to the date for determining
entitlements to participate in any such issue.
(o) The Placement Optionholder will not have any right to attend and vote at general meetings.
(p) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of
capital) of Orion, the Placement 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.
(q) 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 Placement Options, the exercise price of the Placement Options may be reduced in accordance with
the formula set out in the ASX Listing Rules from time to time.
(r) In the event Orion proceeds with a bonus issue of securities to Shareholders after the date of issue of the Placement
Options, the number of securities over which a Placement Option is exercisable may be increased by the number of
securities which the Placement Optionholder would have received if the Placement Option had been exercised
before the record date for the bonus issue in accordance with the ASX Listing Rules.
(s) Other than as provided for above, the Placement Options do not confer any right upon the Placement Optionholder
to a change in the exercise price of each Placement Option or a change in the number of Shares over which each
Placement Option can be exercised.
(t) Any notices to a Placement Optionholder regarding a Placement Option will be sent to the address of the Placement
Optionholder in the register of members of the Company.
(u) 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 Options or any other dealing with the Placement Options or Shares.
Date: 19-04-2023 07:52:00
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