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Notice of General Meeting
Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
NOTICE OF GENERAL MEETING
to be held on
Thursday, 15 April 2021 at 3:00 p.m. (AWST) at
Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western
Australia and by webcast
and
EXPLANATORY MEMORANDUM
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to voting.
IMPORTANT INFORMATION REGARDING COVID-19
The Company is closely monitoring the impact of COVID-19 in Western Australia and is seeking to follow
guidance from the Federal Government and State Governments.
The Company is taking precautions to facilitate an in person meeting in accordance with COVID-19
restrictions. However, due to the ongoing COVID-19 pandemic, we strongly encourage you to vote by
completing and returning the separately enclosed Appointment of Proxy form in accordance with its
instructions and participate in the Meeting via teleconference or webcast (as discussed in this Notice of
Meeting), rather than attending in person. If you do not wish to attend the Meeting in person, you must vote
by way of Proxy in accordance with its instructions.
If you nevertheless choose to attend in person, to assist us in ensuring compliance with social distancing
requirements and other COVID-19 restrictions, you must register your intention to attend with the Company
Secretary at least 48 hours before the Meeting (email: info@orionminerals.com.au). Space at the Meeting may
be limited to ensure compliance with social distancing requirements.
The Australian government is implementing a wide range of measures to contain or delay the spread of COVID-
19. If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s
Notice of Meeting, the Company will notify Shareholders accordingly via the Company’s ASX Announcement
Platform at asx.com.au (ASX: ORN). Any Shareholders who plan to physically attend the Meeting should closely
monitor these platforms for any updates by the Company in regard to attending the Meeting in person and
alternative arrangements.
A PROXY FORM IS ENCLOSED AND YOU ARE STRONGLY ENCOURAGED TO COMPLETE AND RETURN IT IN
ACCORDANCE WITH THE SPECIFIED DIRECTIONS.
NOTICE OF GENERAL MEETING 2021 ORION MINERALS LTD
ACN 098 939 274
TABLE OF CONTENTS
1. Notice of Meeting 5
2. Explanatory Memorandum 9
• Resolution 1 – Ratification of Prior Issue – General Placement 1 Shares.
• Resolution 2 – Approval to Issue Shares – General Placement 2 Shares.
• Resolution 3 – Approval to Issue Shares – Mr Thomas Borman (or nominee).
• Resolution 4 – Approval to Issue Shares – Mr Godfrey Gomwe (or nominee).
• Resolution 5 – Approval to Issue Shares – Tembo Capital Loan Facility Shares.
• Resolution 6 – Ratification of Prior Issue – Executive STI Shares.
• Resolution 7 – Approval to Issue Shares – Errol Smart STI Shares.
• Resolution 8 – Ratification of Prior Issue – OCC Option Consideration Shares.
3. Glossary 18
4. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are entitled to receive 5:00 p.m. (AWST) Wednesday, 10
the Notice of Meeting March 2021
Monday, 15
Posting of Notice of Meeting and announcement on SENS March 2021
Last day to trade for Shareholders on South African Share register in 3:00 p.m. (AWST) Wednesday, 7
order to be entitled to vote at the Meeting April 2021
Voting record date
5:00 p.m. (SA Time) Monday, 12
(JSE Share register)
April 2021
5:00 p.m. (AWST) Tuesday, 13
Voting record date
April 2021
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Tuesday, 13
(ASX Share register) April 2021
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Monday, 12
(JSE Share register) April 2021
3:00 p.m. (AWST) / Thursday, 15
General Meeting
9:00 a.m. (SA Time) April 2021
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NOTICE OF GENERAL MEETING 2021 ORION MINERALS LTD
ACN 098 939 274
TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
A General Meeting of Orion Minerals Ltd (ACN 098 939 274) will be held at 3:00 p.m. (AWST) (9:00 a.m. SA Time) on Thursday,
15 April 2021 by webcast (refer below for details) and at:
Clayton Utz
Level 27, QV. 1 Building
250 St Georges Terrace
Perth, Western Australia
Your Vote is Important
The business of the General Meeting affects your shareholding and your vote is important.
IMPORTANT INFORMATION REGARDING COVID-19
The Company is closely monitoring the impact of COVID-19 in Western Australia and is seeking to follow guidance from the
Federal Government and State Governments.
Shareholders are encouraged to vote by completing and returning a directed Appointment of Proxy form in accordance
with its instructions and participate in the Meeting via teleconference or webcast, rather than attending in person. If you
do not attend the Meeting in person, you must vote by way of Proxy in accordance with its instructions.
If you nevertheless choose to attend in person, you must register your intention to attend with the Company Secretary at
least 48 hours before the Meeting (email: info@orionminerals.com.au). Space at the Meeting may be limited to ensure
compliance with social distancing requirements.
If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s Notice of
Meeting, the Company will notify Shareholders accordingly via the Company’s ASX Announcement Platform at asx.com.au
(ASX: ORN). Please monitor these platforms for any updates by the Company regarding alternative arrangements.
Details on how Shareholders may vote are set out below.
Attendance via teleconference
Shareholders may join (and ask questions at) the Meeting via conference call, however, no real-time voting rights will apply
for those Shareholders joining the Meeting via conference call.
If you wish to vote, you must complete and return a directed Appointment of Proxy form in accordance with its instructions.
ASX Proxy forms must be submitted to the Company's share registry by 3.00pm (AWST), on Tuesday, 13 April 2021 online or
by post and JSE proxy forms must be submitted to the Company’s share registry by 3:00pm (AWST), on Monday, 12 April
2021 by email or post (see "Voting by Proxy and Corporate Representatives" below). Shareholders can lodge a proxy by
following the instructions on their personalised proxy form.
Details on how to access the conference call will be available on the Company’s website, www.orionminerals.com.au.
Voting in Person
To vote in person, attend the General Meeting on the date and at the place set out above.
Voting by Proxy and Corporate Representatives
To vote by proxy, your ASX Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Tuesday 13
April 2021 and your JSE Proxy Form must be received by the Company by no later than 3:00pm (AWST) on Monday 12 April
2021. 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 facsimile: (+61 2) 9287 0309 Not applicable
By email: Not applicable meetfax@jseinvestorservices.co.za
Online: Shareholders may submit their ASX proxy instruction online on the Company’s Share Registry by
visiting www.linkmarketservices.com.au. Select ‘Investor Login’. Refer to ‘Single Holding’ and
enter Orion Minerals Ltd or the ASX code (ORN) in the Issuer Name field, your Security Reference
Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your proxy
form), postcode and Security Code which is shown on the screen and click ’Login’. Select ‘Vote’
under the ‘Action’ header and then follow the prompts to submit your proxy online. You will be
taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on
the website.
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NOTICE OF GENERAL MEETING 2021 ORION MINERALS LTD
ACN 098 939 274
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 Share register at 5:00 p.m. (AWST) on Tuesday, 13 April 2021.
Attendance via teleconference
Shareholders may join the Meeting via conference call, however, no voting rights will apply. Details on how to access the
conference call will be available on the Company’s website, www.orionminerals.com.au.
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NOTICE OF GENERAL MEETING 2021 ORION MINERALS LTD
ACN 098 939 274
Notice of General Meeting
Notice is given that the General Meeting of the Shareholders of Orion Minerals Ltd (Company) will be held at Clayton Utz,
Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western Australia and by webcast on Thursday, 15 April 2021
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
Resolution 1 – Ratification of Prior Issue – General Placement 1 Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
490,000,000 Shares to professional and sophisticated investors under the placement announced by the
Company on 25 February 2021, at an issue price of $0.036 each, on the terms and conditions set out in the
Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of a person who
participated in the issue and any Associate of that person. However, this does not apply to a vote cast in favour of this
Resolution 1 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 1, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 1 in that way; or
(b) the chair (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 1, in accordance with a direction given to the chair to vote on this Resolution 1
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 1; and
(ii) the holder votes on this Resolution 1 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 2 – Approval to Issue Shares – General Placement 2 Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company
to issue 148,888,890 Shares to professional and sophisticated investors under the placement announced by
the Company on 25 February 2021, at an issue price of $0.036 each, on the terms and conditions set out in
the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 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 hold of Shares in the Company) and any of their Associates. However, this does not apply to a vote
cast in favour of this Resolution 2 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 2, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 2 in that way; or
(b) the chair (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 2, in accordance with a direction given to the chair to vote on this Resolution 2
as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting, on this Resolution 2; and
(ii) the holder votes on this Resolution 2 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 3 – Approval to Issue Shares – Mr Thomas Borman (or nominee)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company
to issue 55,555,555 Shares to Mr Thomas Borman (or his nominee), at an issue price of $0.036 each, on the
terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of Mr Thomas
Borman (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the Shares (except
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NOTICE OF GENERAL MEETING 2021 ORION MINERALS LTD
ACN 098 939 274
solely by reason of being a holder of Shares in the Company) and any of their Associates. However, this does not apply to
a vote if it is cast in favour of this Resolution 3 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 3, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 3 in that way; or
(b) the person chairing 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 person chairing the Meeting to vote as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on this Resolution 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 – Mr Godfrey Gomwe (or nominee)
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company
to issue 1,000,000 Shares to Mr Godfrey Gomwe (or his nominee), at an issue price of $0.036 each, on the
terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of Mr Godfrey
Gomwe (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the Shares
(except solely by reason of being a holder of Shares in the Company) and any of their Associates. However, this does not
apply to a vote if it is cast in favour of this Resolution 4 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 4, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 4 in that way; or
(b) the person chairing the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 4, in
accordance with a direction given to the person chairing the Meeting to vote as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on this Resolution 4; and
(ii) the holder votes on this Resolution 4 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 5 – Approval to Issue Shares – Tembo Capital Convertible Loan Shares
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 191,603,231 Shares to Tembo Capital Mining Fund II LP (or its nominee) at a deemed issue price of $0.026
per Share, 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 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
Shares (except solely by reason of being a holder of Shares in the Company) and any Associate of those persons. 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 (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 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.
Resolution 6 – Ratification of Prior Issue – Executive STI Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
12,002,929 Shares to certain eligible executives of the Company at a deemed issue price of $0.036 each, on
the terms and conditions set out in the Explanatory Memorandum.”
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NOTICE OF GENERAL MEETING 2021 ORION MINERALS LTD
ACN 098 939 274
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of any person
who participated in the issue and any Associates of those persons. However, this does not apply to a vote cast in favour of
this Resolution 6 by:
(a) a person as a proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance with the directions
given to the proxy or attorney to vote on Resolution 6 in that way; or
(b) the chair (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 6, in accordance with a direction given to the chair to vote on this Resolution 6 as
the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on Resolution 6; and
(ii) the holder votes on Resolution 6 in accordance with directions given by the beneficiary to the holder to vote
in that way.
Resolution 7 – Approval to Issue Shares – Mr Errol Smart STI Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company
to issue 1,968,749 Shares to Mr Errol Smart (or his nominee), at an issue price of $0.036 each, on the terms and
conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 7 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 Shares (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
if it is 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 (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 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 – Ratification of Prior Issue – OCC Option Consideration Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
1,878,042 Shares to O'Okiep Australia Pty Ltd at a deemed issue price of $0.046, 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 O'Okiep
Australia Pty Ltd and any of its 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 (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 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.
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NOTICE OF GENERAL MEETING 2021 ORION MINERALS LTD
ACN 098 939 274
By Order of the Board
Martin Bouwmeester
Company Secretary
15 March 2021
ENQUIRIES
Investors Media JSE Sponsor
Errol Smart – Managing Director &
Nicholas Read Monique Martinez
CEO
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@merchantec.co.za
Page | 8
NOTICE OF GENERAL MEETING 2021 ORION MINERALS LTD
ACN 098 939 274
Explanatory Memorandum to accompany Notice of General Meeting
This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to
make an informed decision on the business to be conducted at the General Meeting.
The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to
the Resolutions.
Background to Resolutions 1, 2 and 3 – Capital Raising
As announced on 25 February 2021, the Company is undertaking a capital raising to raise $25 million through the issue of
approximately 694 million Shares to professional and sophisticated investors at an issue price of $0.036 per Share.
Shareholder approval is also being sought for Mr Thomas Borman, a director of the Company, to subscribe for Shares at the
same issue price of $0.036 per Share (together the Capital Raising). The Capital Raising will be conducted via two general
placement tranches and the additional issue to Mr Borman.
(a) Tranche 1: Through the issue of Shares on 5 March 2021, 10 March 2021 and 12 March 2021, the Company
completed the first stage of the Capital Raising by issuing a total of 490,000,000 Shares at $0.036 per Share to
professional and sophisticated investors to raise approximately $17.64 million (General Placement 1). The Shares
issued pursuant to the General Placement did not require Shareholder approval under the ASX Listing Rules as they
were issued pursuant to the Company’s placement capacity under ASX Listing Rule 7.1. However, ratification of the
issue is being sought from members pursuant to ASX Listing Rule 7.4 to allow for future equity fundraising flexibility
(refer to Resolution 1 below for further details).
(b) Tranche 2: The second stage of the Capital Raising involves a further placement of 148,888,890 Shares at an issue
price of $0.036 per Share to professional and sophisticated investors to raise approximately $5.36 million (General
Placement 2) which is subject to Shareholder approval pursuant to ASX Listing Rule 7.1 (refer to Resolution 2 below
for further details).
(c) Issue to Mr Thomas Borman (or his nominee): The third stage of the Capital Raising involves a further placement of
55,555,555 Shares to Mr Thomas Borman (or his nominee) to raise a total of $2.00 million on the same terms as General
Placements 1 and 2 (Borman Placement). The Borman Placement is subject to Shareholder approval pursuant to
ASX Listing Rule 10.11(refer to Resolution 3 below for further details).
Together, General Placements 1, 2 and the Borman Placement will raise a total of $25 million.
All Shares 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 a Director of the Company, Mr
Thomas Borman is a related party, and is therefore a party to whom ASX Listing Rule 10.11 applies.
The Company intends to use the funds raised from the issue of Shares pursuant to the Capital Raising, principally to progress
the development of the Company’s Prieska Copper-Zinc Mine, to progress the Company’s evaluation of, and potentially
its acquisition of, the Okiep Copper Complex in the Northern Cape of South Africa and related activities and otherwise for
general working capital purposes.
Resolution 1 – Ratification of Prior Issue – General Placement 1 Shares
Background
On 5 March 2021, the Company issued 355,063,496 Shares, on 10 March 2021 the Company issued 133,547,616 Shares and
on 12 March 2021, the Company issued 1,388,888 Shares (Issue Date), at an issue price of $0.036 per Share to raise $17.64
million as Tranche 1 of the Capital Raising.
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares under the 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 General Placement does not fit within any of these exceptions and, as it has not yet been approved by the Company's
Shareholders, it effectively utilises part of the 15% limit in ASX Listing Rule 7.1, reducing the Company's capacity to issue
further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following 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, Resolution 1 seeks Shareholder approval
for the issue of Shares under the General Placement under and for the purposes of ASX Listing Rule 7.4.
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NOTICE OF GENERAL MEETING 2021 ORION MINERALS LTD
ACN 098 939 274
If Resolution 1 is passed, the Shares issued under the General Placement will be excluded in calculating the Company's 15%
limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval
over the 12 month period following the Issue Date. If Resolution 1 is not passed, the Shares issued under the General
Placement 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 Issue Date.
Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Shares issued
pursuant to the General Placement:
(a) the Shares were issued to eligible sophisticated or professional investors in Australia and South Africa, as identified
by the Company and the Joint Lead Managers to the General Placement, Petra Capital Pty Ltd and Jett Capital
Advisors LLC. None of the subscribers were related parties, or Associates of related parties, of the Company;
(b) 490,000,000 Shares were issued;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares;
(d) the Shares were issued on 5 March 2021, 10 March 2021 and 12 March 2021;
(e) the issue price was $0.036 per Share;
(f) the Company intends to use the funds raised from the issue of Shares pursuant to the General Placement principally
to progress the development of the Company’s Prieska Copper-Zinc Mine, to progress the Company’s evaluation
of, and potentially its acquisition of, the Okiep Copper Complex in the Northern Cape of South Africa and related
activities and otherwise for general working capital purposes; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 1. Each Director intends to vote the Shares they
control in favour of Resolution 1.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 1.
Resolution 2 – Approval to Issue Shares – General Placement 2 Shares
Background
Resolution 2 seeks Shareholder approval under and for the purposes of ASX Listing Rule 7.1 for the issue of 148,888,890 Shares
pursuant to General Placement 2 at an issue price of $0.036 to raise approximately $5.36 million.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 1 on page 9 above.
The effect of Resolution 2 will be to allow the Company to issue the General Placement 2 Shares 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 issued pursuant to General Placement 2:
(a) the maximum number of Shares the Company will issue is 148,888,890 Shares;
(b) the Shares are intended to be issued on or around 19 April 2021, 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 $0.036 per Share;
(d) the Shares will be issued to sophisticated or professional investors in accordance with sections 708(8) and (11) of the
Corporations Act and other equivalent exemptions in foreign jurisdictions, as selected by the Company in
consultation with the Joint Lead Managers to the General Placement, Petra Capital Pty Ltd and Jett Capital
Advisors LLC;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares;
(f) the Company intends to use the funds raised from the issue of Shares pursuant to the General Placement principally
to progress the development of the Company’s Prieska Copper-Zinc Mine, to progress the Company’s evaluation
of, and potentially its acquisition of, the Okiep Copper Complex in the Northern Cape of South Africa and related
activities and otherwise for general working capital purposes; and
(g) a voting exclusion statement is included with the Resolution.
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Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 2. Each Director intends to vote the Shares they
control in favour of Resolution 2.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 2.
Resolution 3 – Approval to Issue Shares – 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 55,555,555 Shares to Mr Thomas Borman (or his nominee), in accordance with ASX Listing Rule 10.11,
pursuant to the Borman Placement.
Shareholder approval is not required to be sought pursuant to Listing Rule 7.1 for the Borman Placement, as ASX Listing Rule
7.2 (Exception 14) states that approval pursuant to Listing Rule 7.1 is not required if Shareholder approval is obtained under
Listing Rule 10.11.
Resolution 3 seeks the required Shareholder approval to the issue of Shares to Mr Thomas Borman pursuant to the Borman
Placement under and for the purposes of ASX Listing Rule 10.11.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity must:
(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The Borman Placement will result in the issue of Shares 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 will be issued to Mr Thomas Borman on the same terms as Shares issued to non-related party participants
in General Placements 1 and 2 and as such the giving of the financial benefit is on arm's length terms.
ASX Listing Rule 10.11
ASX Listing Rule 10.11 also requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities
to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval
should be obtained unless an exception in ASX Listing Rule 10.12 applies.
As the Borman Placement involves the issue of Shares to a related party of the Company, Shareholder approval pursuant
to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in
ASX Listing Rule 10.12 do not apply in the current circumstances.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Shares to
be issued pursuant to the Borman Placement:
(a) the Shares 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 the Company will issue is 55,555,555 Shares;
(c) the Shares are intended to be issued on or around 19 April 2021, 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 $0.036 per Share, being the same issue price as all other Shares issued under General
Placements 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;
(f) the Company intends to use the funds raised from the issue of Shares pursuant to the Borman Placement principally
to progress the development of the Company’s Prieska Copper-Zinc Mine, to progress the Company’s evaluation
of, and potentially its acquisition of, the Okiep Copper Complex in the Northern Cape of South Africa and related
activities and otherwise for general working capital purposes; and
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(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 3. Each Director
(other than Mr Thomas Borman) 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 – Mr Godfrey Gomwe (or nominee)
Background
As set out above, the Company is undertaking the Capital Raising. In addition to the Capital Raising, the Company is
proposing to undertake a further placement of 1,000,000 Shares to Mr Godfrey Gomwe (or his nominee) to raise a total of
$36,000 on the same terms as the Capital Raising (Gomwe Placement).
The Company seeks Shareholder approval to issue 1,000,000 Shares to Mr Godfrey Gomwe (or his nominee), in accordance
with ASX Listing Rule 10.11, pursuant to the Gomwe Placement.
Shareholder approval is not required to be sought pursuant to Listing Rule 7.1 for the Gomwe Placement, as ASX Listing Rule
7.2 (Exception 14) states that approval pursuant to Listing Rule 7.1 is not required if Shareholder approval is obtained under
Listing Rule 10.11.
Resolution 4 seeks the required Shareholder approval to the issue of Shares to Mr Godfrey Gomwe pursuant to the Gomwe
Placement under and for the purposes of ASX Listing Rule 10.11.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity must:
(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The Gomwe Placement will result in the issue of Shares which constitutes giving a financial benefit and Mr Godfrey Gomwe
is a related party of the Company by virtue of being a Director.
The Directors (other than Mr Godfrey Gomwe who has a material personal interest in the Resolution) consider that
Shareholder approval pursuant to chapter 2E of the Corporations Act is not required in respect of the Gomwe Placement
because the Shares will be issued to Mr Godfrey Gomwe on the same terms as Shares issued to non-related party
participants in the Capital Raising 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 Gomwe Placement involves the issue of Shares to a related party of the Company, Shareholder approval pursuant
to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in
ASX Listing Rule 10.12 do not apply in the current circumstances.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Shares to
be issued pursuant to the Gomwe Placement:
(a) the Shares will be issued under ASX Listing Rule 10.11.1 to Mr Godfrey Gomwe (or his nominee), who is a related
party by virtue of being a Director;
(b) the maximum number of Shares the Company will issue is 1,000,000 Shares;
(c) the Shares are intended to be issued on or around 19 April 2021, 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 $0.036 per Share, being the same issue price as all other Shares issued under the Capital
Raising;
(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;
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(f) the Company intends to use the funds raised from the issue of Shares pursuant to the Gomwe Placement principally
to progress the development of the Company’s Prieska Copper-Zinc Mine, to progress the Company’s evaluation
of, and potentially its acquisition of, the Okiep Copper Complex in the Northern Cape of South Africa and related
activities and otherwise for general working capital purposes; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Godfrey Gomwe) recommend that Shareholders vote in favour of Resolution 4. Each Director
(other than Mr Godfrey Gomwe) 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 - Tembo Capital Convertible Loan Conversion Shares
Background
The Company has entered into a Convertible Loan facility with Tembo Capital, announced on 25 January 2019, pursuant
to which Tembo Capital has advanced an amount equal to approximately $3.6 million (excluding capitalised interest and
fees) to the Company (Convertible Loan). Under the terms of the Convertible Loan, Tembo Capital may elect for
repayment of amounts owing under the Convertible Loan (including capitalised interest and fees) to be satisfied by the
issue of Shares by Orion to Tembo Capital at a deemed issue price of $0.026 per Share (subject to Shareholder approval
and Foreign Investment Review Board (FIRB) approval).
In accordance with the terms of the Convertible Loan, Tembo Capital has elected to receive repayment of the outstanding
amount under the Convertible Loan by the issue of 191,603,231 Shares (Loan Conversion Shares). Prior to the issue of the
Loan Conversion Shares, the Company anticipates that approximately $5.0 million will remain outstanding under the
Convertible Loan. Subject to Shareholder approval sought pursuant to Resolution 5, and FIRB approval, the Company
intends to issue 191,603,231 Shares to Tembo Capital at the deemed issue price or $0.026 in consideration for repaying all
amounts owing to Tembo Capital under the Convertible Loan.
Purpose of Resolution
Resolution 5 seeks Shareholder approval for the purposes of ASX Listing Rule 10.11 for the issue of the Loan Conversion Shares
to Tembo Capital (or its nominee), at a deemed issue price of $0.026 per Share. The Company intends that the Loan
Conversion Shares will be issued in consideration for repaying all amounts owing to Tembo Capital under the Convertible
Loan.
As the issue of the Loan Conversion Shares 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.
A summary of ASX Listing Rule 10.11 is set out in the Background to Resolution 3 on page 11 above.
The effect of Resolution 5 (if passed and assuming that FIRB approval is obtained) will be to allow the Company to issue the
Loan Conversion Shares to Tembo Capital (or its nominee) during the period of 1 month after the Meeting (or a longer
period, if allowed by ASX).
The Company will not issue any Shares to Tembo Capital (or its nominee) under this Resolution 5 if to do so would result in a
contravention of section 606 of the Corporations Act, and accordingly, Tembo Capital'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 Capital immediately prior to the issue of the Loan Conversion Shares will be 20.30%1.
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 Conversion Shares and assuming all Shares are issued pursuant to the Capital
Raising, Tembo Capital's voting power will be 20.30%1. Tembo Capital (or its nominee) will acquire the Loan Conversion
1 This assumes that approval sought pursuant to Resolutions 2, 3, 4 and 7 is obtained.
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Shares in reliance on the 3% Creep Exemption and, following the issue of the Loan Conversion Shares, the voting power of
Tembo Capital will be approximately 23.84%, with such voting power allowable under the 3% Creep Exemption.
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 Loan
Conversion Shares:
(a) the Loan Conversion Shares will be issued under ASX Listing Rule 10.11.3 to Tembo Capital (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 the Company will issue is 191,603,231 Shares;
(c) subject to FIRB approval, the Shares are intended to be issued on or around 19 April 2021, 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 $0.026 per Share;
(e) the Shares will be issued to Tembo Capital 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;
(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 Capital under the Convertible Loan, calculated at a deemed issue price
of $0.026 per Share; 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 5. Each Independent Director intends
to vote the Shares they control in favour of Resolution 5.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 5.
Resolution 6 – Ratification of Prior Issue – Executive STI Shares
Background
As announced on 12 March 2021, the Company issued a total of 12,002,929 Shares to eligible executives in connection with
their remuneration packages (Executive STI Placement).
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a
listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary
securities it had on issue at the start of that period.
The issue of Shares under the Executive STI Placement does not fit within any of these exceptions and, as it has not yet been
approved by the Company's Shareholders, it effectively utilises part of the 15% limit in ASX Listing Rule 7.1, reducing the
Company's capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12
month period following 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, Resolution 6 seeks Shareholder approval
for the issue of Shares under the Executive STI Placement under and for the purposes of ASX Listing Rule 7.4.
If Resolution 6 is passed, the Shares issued under the Executive STI Placement will be excluded in calculating the Company's
15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder
approval over the 12 month period following the date of issue of those Shares. If Resolution 6 is not passed, the Shares issued
under the Executive STI Placement will be included in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively
decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following
the date of issue of those Shares.
Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Executive STI
Placement Shares:
(a) the Executive STI Placement Shares were issued to Executives, none of whom are related parties or Associates of
related parties of the Company;
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NOTICE OF GENERAL MEETING 2021 ORION MINERALS LTD
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(b) 12,002,929 Shares (being fully paid ordinary shares) were issued;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares;
(d) the Shares were issued on 12 March 2021;
(e) the deemed issue price was $0.036 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 $0.036;
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 6. Each Director intends to vote the Shares they
control in favour of Resolution 6.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 6.
Resolution 7 – Approval to Issue Shares – Mr Errol Smart STI Shares
Background
As set out above, the Company has issued 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,
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 2020 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.
As such, subject to Shareholder approval, Mr Errol Smart will also receive Shares under his short term incentive entitlements
(Smart STI Placement).
The Company seeks Shareholder approval to issue 1,968,749 Shares to Mr Errol Smart (or his nominee), in accordance with
ASX Listing Rule 10.11, pursuant to the Smart STI Placement.
Shareholder approval is not required to be sought pursuant to Listing Rule 7.1 for the Smart 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 STI Placement will result in the issue of Shares 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 STI Placement because the
Shares will be issued to Mr Smart STI 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.
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As the Smart STI Placement involves the issue of Shares to a related party of the Company, Shareholder approval pursuant
to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in
ASX Listing Rule 10.12 do not apply in the current circumstances.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Shares to
be issued pursuant to the Smart STI Placement:
(a) the Shares 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 the Company will issue is 1,968,749 Shares;
(c) the Shares are intended to be issued on or around 19 April 2021, 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 $0.036 per Share;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares;
(f) the Company will not receive any funds from the issue as the Executive STI Placement Shares were issued as part of
the remuneration package of Mr Errol Smart, calculated at a deemed issue price of $0.036. 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;
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
iv. as announced on 29 April 2020, the issue of certain director options (for which approval was sought and
obtained at a general meeting of the Company on 29 September 2020 also forms part of Mr Smart's
remuneration package for 2020. The director options were valued at $202,000, which is an indicative
valuation calculated using the Black Scholes option pricing model; and
(g) 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 7. Each Director (other
than Mr Errol Smart) 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 – Ratification of prior issue - OCC Option Consideration Shares
Background
As announced on 2 February 2021, the Company has been granted exclusive rights to:
• undertake due diligence in respect of certain mineral rights (or applications for mineral rights) granted or applied
for in terms of the Mineral and Petroleum Resources Development Act, 2002 in relation to the historical copper
mining region known as the Okiep Copper Complex (OCC) (Mineral Rights); and
• acquire shares in the Southern African Tantalum Mining Proprietary Limited (SAFTA), Nababeep Copper Company
Proprietary Limited and Bulletrap Copper Company Proprietary Limited (excluding the shares held by Industrial
Development Corporation of South Africa Limited (IDC) in SAFTA).
As further announced on 15 February 2021, the Company has entered into an agreement pursuant to which certain vendors
have agreed to grant to the Company an option to acquire:
• certain historical mine data, files, maps, reports and records in relation to the area within, and in the vicinity of the
Mineral Rights as well as certain analyses and modelling of such information (Mining and Exploration Data); and
• the premises at which hard copies of the Mining and Exploration Data is held, and associated land, buildings and
residential accommodation (Premises),
(together, the Mining and Exploration Data and the Premises are Sale Assets).
The vendors of the Sale Assets are O’Okiep (Okiep) Copper Company Proprietary Limited (OCC South Africa), O’Okiep
Australia Pty Ltd (OCC Australia) and N7 Transport CC (N7 Transport) (together, Vendors).
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The Vendors have granted to the Company:
• the exclusive right to review the Mining and Exploration Data and utilise the Premises; and
• an exclusive option to purchase the Sale Assets (Option),
from 12 February 2021 until 31 July 2021.
In consideration for the Vendors granting the option to the Company as set out above, the Company issued 1,878,042
Shares to OCC Australia at a deemed issue price of $0.046 per Share, equal in value to ZAR1.0 million (Option Fee) (OCC
Option Consideration Shares) on 12 March 2021.
The Company may exercise the Option on any date until 31 July 2021, with a total option exercise price of ZAR4.5 million
payable in cash, and ZAR20.5 million payable in cash or Shares (at the Company's election) in two stages.
On 12 March 2021, the Company issued 1,878,042 OCC Option Consideration Shares to OCC Australia at a deemed issue
price of $0.046 per Share in payment of the Option Fee under the OCC Mining and Exploration Data & Premises transaction.
The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having
to obtain Shareholder approval for such issues under ASX Listing Rule 7.1. To this end, Resolution 8 seeks Shareholder approval
for the issue of the OCC Option Consideration Shares under and for the purposes of ASX Listing Rule 7.4.
A summary of ASX Listing Rule 7.1 and 7.4 is set out in the Background to Resolution 1 on page 9 above.
If Resolution 8 is passed, the OCC Option Consideration Shares issued will be excluded in calculating the Company's 15%
limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval
over the 12 month period following the date of issue of the OCC Option Consideration Shares. If Resolution 8 is not passed,
the OCC Option Consideration Shares will be included in calculating the Company's 15% limit in ASX Listing Rule 7.1,
effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period
following the date of issue of the OCC Option Consideration Shares.
Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the OCC Option
Consideration Shares:
(a) the Shares were issued to O’Okiep Australia Pty Ltd. O’Okiep Australia Pty Ltd is not a related party or an Associate
of a related party of the Company;
(b) 1,878,042 Shares were issued;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares;
(d) the Shares were issued on 12 March 2021;
(e) the deemed issue price was $0.046 per Share;
(f) the Company did not receive any funds from the issue as the OCC Option Consideration Shares were issued as
consideration for the Option granted by the Vendors to the Company to undertake due diligence in respect of,
and acquire, the Sale Assets, calculated at a deemed issue price of $0.046 per Share; 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 8. Each Director 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.
Page | 17
NOTICE OF GENERAL MEETING 2021 ORION MINERALS LTD
ACN 098 939 274
Glossary
$ means Australian dollars.
3% Creep Exemption has the meaning given in the Background to Resolution 5 in the Explanatory Memorandum.
General Meeting or Meeting means the meeting convened by the Notice.
Associate has the meaning given in the ASX Listing Rules.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
AWST means Australian Western Standard Time.
Borman Placement has the meaning given in the Background to Resolutions 1, 2 and 3 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, 2 and 3 in the Explanatory Memorandum.
Chair or Chairman means the chairperson of the Meeting.
Company or Orion means Orion Minerals Ltd (ACN 098 939 274).
Constitution means the Company’s constitution, as amended from time to time.
Convertible Loan has the meaning given in the Background to Resolution 5 in the Explanatory Memorandum.
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.
FIRB Approval has the meaning given in the Background to Resolution 5 in the Explanatory Memorandum.
General Placement has the meaning given in the Background to Resolutions 1, 2 and 3 in the Explanatory Memorandum.
General Placement 1 has the meaning given in the Background to Resolutions 1, 2 and 3 in the Explanatory Memorandum.
General Placement 2 has the meaning given in the Background to Resolutions 1, 2 and 3 in the Explanatory Memorandum.
Gomwe Placement has the meaning given in the Background to Resolution 4 in the Explanatory Memorandum.
Independent Directors mean each of Messrs Denis Waddell, Alexander Haller, Errol Smart, Godfrey Gomwe and Thomas
Borman.
JSE means JSE Limited (registration number 2005/022939/06), a public company duly incorporated and registered in
accordance with the laws of South Africa and licensed to operate an exchange under the Financial Markets Act.
Key Management Personnel means those people who have authority and responsibility for planning, directing and
controlling the activities of the Company or the Company’s group, whether directly or indirectly. Members of the Key
Management Personnel include Directors (both executive and non-executive) and certain senior executives.
Loan Conversion Shares has the meaning given in the Background to Resolution 5 in the Explanatory Memorandum.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.
OCC Australia has the meaning given in the Background to Resolution 8 in the Explanatory Memorandum.
OCC Option Consideration Shares has the meaning given in the Background to Resolution 8 in the Explanatory
Memorandum.
OCC South Africa has the meaning given in the Background to Resolution 8 in the Explanatory Memorandum.
Option has the meaning given in the Background to Resolution 8 in the Explanatory Memorandum.
Premises has the meaning given in the Background to Resolution 8 in the Explanatory Memorandum.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
SA Time means South African time.
SENS means the JSE news service.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a member of the Company from time to time.
Share Registry means Link Market Services Limited and JSE Investor Services (Pty) Ltd (as applicable).
Tembo Capital means Tembo Capital Mining Fund II LP or its nominee.
Page | 18
Date: 15-03-2021 10:25:00
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