ORION MINERALS LIMITED - Share Issue Notice under Section 708A(5)(e)

Share Issue – Notice under Section 708A(5)(e)

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


Share Issue – Notice under Section 708A(5)(e)


Orion Minerals Limited (ASX/JSE: ORN) (Orion or Company) refers to its announcements on 8 July, 14 July and
23 July 2025 regarding the issue of new fully paid ordinary shares in the Company (Shares) under:

      •    a placement of 289 million Shares to sophisticated and professional investors (Placement); and

      •    agreements to convert outstanding loan amounts owed by Orion to shareholders Ratel Growth and
           (subject to receipt of shareholder approval) Tarney Holdings Pty Ltd (being an entity associated with
           Orion's Chairman Denis Waddell) (Tarney Holdings Loan Facility) to equity via the issue of Shares,

at an issue price (or deemed issue price, as applicable) of 1.1 cents (being ZAR13 cents) per Share, for a total
aggregate value of ~A$5.8 million (~ZAR67 million).

Orion also refers to its announcement on 29 December 2023 that certain Non-Executive Directors have
elected, subject to shareholder approval, to receive a proportion of their accrued Director Fees in Shares in
lieu of cash.

Following receipt of shareholder approval at the Company's general meeting held on 28 August 2025, the
Company has today issued the following Shares:

      •    46,205,802 Shares to Tarney Holdings, thereby repaying the Tarney Holdings Loan Facility (including
           interest) in full; and

      •    3,863,635 Shares to Non-Executive Director Mr Godfrey Gomwe and Managing Director & CEO Mr
           Anthony Lennox for fees accrued and owed to those directors in lieu of cash.

The Shares were issued at a deemed issue price that is the same as the Shares issued under the Placement.

In accordance with section 708A(5)(e) of the Corporations Act 2001 (Act), the Company advises as follows:

 1.       this notice is being given under paragraph 708A(5)(e) of the Act;

 2.       the Company issued the Shares without disclosure to investors under Part 6D.2 of the Act;

 3.       as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act
          as they apply to the Company;

 4.       as at the date of this notice, the Company has complied with section 674 and section 674A of the Act;
          and

 5.       all information of the kind that would be required to be disclosed to the market for the purposes of
          section 708A(6)(e) of the Act has been disclosed to ASX Limited.

For and on behalf of the Board.


Denis Waddell
Chairman

1 September 2025

ENQUIRIES

Investors                               Media                              JSE Sponsor
Tony Lennox – 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

Date: 01-09-2025 08:43:00
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