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ORION MINERALS LIMITED - Appendix 3G

Release Date: 26/03/2020 10:37
Code(s): ORN     PDF:  
Wrap Text
Appendix 3G

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
(“Orion”)


APPENDIX 3G


Notification of issue, conversion or payment up of equity +securities
Information or documents not available now must be given to ASX as soon as available. Information
and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other
than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN)
for that class. Further information on the requirement for the notification of an ISIN is available from the
Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be provided
as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

 Question    Question                                                  Answer
 no
 1.1         *Name of entity                                           Orion Minerals Ltd
             We (the entity here named) give notice of the issue,
             conversion or payment up of the following unquoted
             +securities.

 1.2         *Registration type and number                             ACN 098 939 274
             Please supply your ABN, ARSN, ARBN, ACN or
             another registration type and number (if you supply
             another registration type, please specify both the type
             of registration and the registration number).

 1.3         *ASX issuer code                                          ORN
 1.4         *This announcement is                                     (x) A new announcement
             Tick whichever is applicable.                             ()  An update/amendment to a previous
                                                                           announcement
                                                                       ()  A cancellation of a previous
                                                                           announcement
 1.4a        *Reason for update                                        N/A
             Mandatory only if “Update” ticked in Q1.4 above. A
             reason must be provided for an update.

 1.4b        *Date of previous announcement to this                    N/A
             update
             Mandatory only if “Update” ticked in Q1.4 above.

 1.4c        *Reason for cancellation                                  N/A
             Mandatory only if “Cancellation” ticked in Q1.4 above.




+ See chapter 19 for defined terms
31 January 2020                                            
                                             
 1.4d        *Date of previous announcement to this                   N/A
             cancellation
             Mandatory only if “Cancellation” ticked in Q1.4 above.

 1.5         *Date of this announcement                               26 March 2020


+ See chapter 19 for defined terms
31 January 2020     
   
                                                              
Part 2 – Type of issue

 Question    Question                                                    Answer
 No.
 2.1         *The +securities the subject of this                        ()  +Securities issued as a result of options
             notification are:                                               being exercised or other +convertible
             Select whichever item is applicable.                            +securities being converted and that are
             If you wish to notify ASX of different types of issues of       not to be quoted on ASX
             securities, please complete a separate Appendix 3G
             for each type of issue.                                     ()  Partly paid +securities that have been
                                                                             fully paid up and that are not to be
                                                                             quoted on ASX
                                                                         (x) +Securities issued under an +employee
                                                                             incentive scheme that are not being
                                                                             immediately quoted on ASX
                                                                         ()  Other (please specify)
                                                                         If you have selected ‘other’ please provide the
                                                                         circumstances of the issue here:




 2.2a.1      Please state the number and type of                         N/A
             options that were exercised or other
             +convertible securities that were converted
             (including their ASX security code if
             available)?

             Answer this question if your response to Q2.1 is
             “securities issued as a result of options being
             exercised or other convertible securities being
             converted and that are not to be quoted on ASX”.

 2.2a.2      And the date the options were exercised or                  N/A
             other +convertible securities were
             converted:

             Answer this question if your response to Q2.1 is
             “securities issued as a result of options being
             exercised or other convertible securities being
             converted and that are not to be quoted on ASX”.
             Note: If this occurred over a range of dates, enter the
             date the last of the options was exercised or
             convertible securities was converted.

 2.2b.1      Please state the number and type of partly                  N/A
             paid +securities that were fully paid up
             (including their ASX security code if
             available)?

             Answer this question if your response to Q2.1 is
             “partly paid securities that have been paid up and that
             are not to be quoted on ASX”.

 2.2b.2      And the date the +securities were fully paid                N/A
             up:

             Answer this question if your response to Q2.1 is
             “partly paid securities that have been paid up and that
             are not to be quoted on ASX”.
             Note: If this occurred over a range of dates, enter the
             date the last of the securities was fully paid up.


+ See chapter 19 for defined terms
31 January 2020 
    
                                                                                                       
 2.2c.1      Please state the number and type of                      31,500,000 Unlisted Options (ORNUO)
             +securities (including their ASX security                granted under the Orion Minerals Option &
             code) issued under an +employee                          Performance Rights Plan, expiring 31 March
             incentive scheme that are not being                      2025 and exercisable as follows:
             immediately quoted on ASX
                                                                      Number of Options              Exercise Price
             Answer this question if your response to Q2.1 is
             “securities issued under an employee incentive                  10,500,000                      $0.028
             scheme that are not being immediately quoted on
             ASX”.                                                           10,500,000                      $0.035
                                                                             10,500,000                      $0.040

                                                                      Vesting conditions apply.

 2.2c.2      *Please attach a document or provide                     Each Option confers a right on the holder to
             details of a URL link for a document lodged              receive one fully paid ordinary share in
             with ASX detailing the terms of the                      Orion Minerals Ltd (ASX: ORN) upon
             +employee incentive scheme or a                          exercise and payment of the relevant
             summary of the terms.                                    exercise price.
             Answer this question if your response to Q2.1 is         
             “securities issued under an employee incentive           the terms which are summarised in the
             scheme that are not being immediately quoted on          The terms of the Options are the same as
             ASX”.                                                    the terms which are summarised in the
                                                                      Notice of Meeting for the 2018 Annual
                                                                      General Meeting. A copy of the Notice of
                                                                      Meeting can be found at:
                                                                      https://www.asx.com.au/asxpdf/20181030/p
                                                                      df/43zt4c6q54yl07.pdf

 2.2c.3      *Are any of these +securities being issued               Yes
             to +key management personnel (KMP) or
             an +associate

             Answer this question if your response to Q2.1 is
             “securities issued under an employee incentive
             scheme that are not being immediately quoted on
             ASX”.

 2.2c.3.a    *Provide details of the recipients and the number of +securities issued to each of them.
             Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are
             not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table
             below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the
             KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP,
             insert the name of the associate in “Name of registered holder”.

               Name of KMP                        Name of registered holder              Number of +securities
               Mr Walter Shamu                    Mr Walter Shamu                        7,500,000
               Mr Martin Bouwmeester              Dukebury Pty Ltd                       6,000,000
               Mr Louw van Schalkwyk              Mr Louw van Schalkwyk                  6,000,000
               Mrs Michelle Jenkins               Mrs Michelle Jenkins                   6,000,000


 2.2d.1      *The purpose(s) for which the entity is                  () To raise additional working capital
             issuing the +securities is:
                                                                      () To fund the retirement of debt
             Answer this question if your response to Q2.1 is
             “Other”.                                                 () To pay for the acquisition of an asset
             You may select one or more of the items in the list.       (provide details below)
                                                                      () To pay for services rendered
                                                                        (provide details below)
                                                                      () Other (provide details below)
                                                                      Additional details:




+ See chapter 19 for defined terms
31 January 2020     
                                                                                                 
 2.2d.2         Please provide any further information                        N/A
                needed to understand the circumstances in
                which you are notifying the issue of these
                +securities to ASX, including (if applicable)
                why the issue of the +securities has not
                been previously announced to the market
                in an Appendix 3B
                You must answer this question if your response to
                Q2.1 is “Other”. If there is no other information to
                provide, please answer “Not applicable” or “N/A”.

 2.3            *The +securities being issued are:                          (x) Additional +securities in an existing
                Tick whichever is applicable                                    unquoted class that is already recorded
                                                                                by ASX ("existing class")
                                                                            ()  New +securities in an unquoted class
                                                                                that is not yet recorded by ASX ("new
                                                                                class")


Part 3A – number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is “existing class”.

 Question       Question                                                     Answer
 No.

 3A.1           *ASX security code & description                             ORN Unlisted Options (ORNUO), being
                                                                             unlisted options granted under the Orion
                                                                             Minerals Option & Performance Rights
                                                                             Plan

 3A.2           *Number of +securities being issued                          31,500,000

 3A.3a          *Will the +securities being issued rank                      Yes
                equally in all respects from their issue date
                with the existing issued +securities in that
                class?

 3A.3b          *Is the actual date from which the                           N/A
                +securities will rank equally (non-ranking
                end date) known?
                Answer this question if your response to Q3A.3a is
                “No”.

 3A.3c          *Provide the actual non-ranking end date                     N/A
                Answer this question if your response to Q3A.3a is
                “No” and your response to Q3A.3b is “Yes”.

 3A.3d          *Provide the estimated non-ranking end                       N/A
                period
                Answer this question if your response to Q3A.3a is
                “No” and your response to Q3A.3b is “No”.

 3A.3e          *Please state the extent to which the                        N/A
                +securities do not rank equally:
                • in relation to the next dividend,
                  distribution or interest payment; or
                • for any other reason

                Answer this question if your response to Q3A.3a is
                “No”.
                For example, the securities may not rank at all, or may
                rank proportionately based on the percentage of the
                period in question they have been on issue, for the
                next dividend, distribution or interest payment; or they
                may not be entitled to participate in some other event,
                such as an entitlement issue.


+ See chapter 19 for defined terms
31 January 2020     
    
                                                                                         
Part 3B – number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is “new class”.

 Question       Question                                                       Answer
 No.
 3B.1           *Security description                                          N/A
 3B.2           *Security type                                                 () Ordinary fully or partly paid shares/units
                Select one item from the list that best describes the
                                                                               () Options
                securities the subject of this form. This will determine
                more detailed questions to be asked about the security         () +Convertible debt securities
                later in this section. Select “ordinary fully or partly paid
                shares/units” for stapled securities or CDIs. For interest     () Non-convertible +debt securities
                rate securities, please select the appropriate choice
                from either “Convertible debt securities” or “Non-             () Redeemable preference shares/units
                convertible debt securities”. Select “Other” for               () Other
                performance shares/units and performance
                options/rights or if the selections available in the list do
                not appropriately describe the security being issued.

 3B.3           ISIN code                                                      N/A
                Answer this question if you are an entity incorporated
                outside Australia and you are issuing a new class of
                securities other than CDIs. See also the note at the top
                of this form.

 3B.4           *Number of +securities being issued                            N/A
 3B.5a          *Will all the +securities issued in this class                 N/A
                rank equally in all respects from the issue
                date?
 3B.5b          *Is the actual date from which the                             N/A
                +securities will rank equally (non-ranking
                end date) known?
                Answer this question if your response to Q3B.5a is
                “No”.

 3B.5c          *Provide the actual non-ranking end date                       N/A
                Answer this question if your response to Q3B.5a is
                “No” and your response to Q3B.5b is “Yes”.

 3B.5d          *Provide the estimated non-ranking end                         N/A
                period
                Answer this question if your response to Q3B.5a is
                “No” and your response to Q3B.5b is “No”.

 3B.5e          *Please state the extent to which the                          N/A
                +securities do not rank equally:
                • in relation to the next dividend,
                  distribution or interest payment; or
                • for any other reason

                Answer this question if your response to Q3B.5a is
                “No”.
                For example, the securities may not rank at all, or may
                rank proportionately based on the percentage of the
                period in question they have been on issue, for the
                next dividend, distribution or interest payment; or they
                may not be entitled to participate in some other event,
                such as an entitlement issue.




+ See chapter 19 for defined terms
31 January 2020 

                                                                                                    
 3B.6        Please attach a document or provide a URL                   N/A
             link for a document lodged with ASX setting
             out the material terms of the +securities
             being issued
             You may cross reference a disclosure document, PDS,
             information memorandum, investor presentation or
             other announcement with this information provided it
             has been released to the ASX Market Announcements
             Platform.

 3B.7        *Have you received confirmation from ASX                    N/A
             that the terms of the +securities are
             appropriate and equitable under listing rule
             6.1?

             Answer this question only if you are an ASX Listing.
             (ASX Foreign Exempt Listings and ASX Debt Listings
             do not have to answer this question).
             If your response is “No” and the securities have any
             unusual terms, you should approach ASX as soon as
             possible for confirmation under listing rule 6.1 that the
             terms are appropriate and equitable.

 3B.8a       Ordinary fully or partly paid shares/units details
             Answer the questions in this section if you selected this security type in your response to Question 3B.2.

             *+Security currency                                         N/A
             This is the currency in which the face amount of an
             issue is denominated. It will also typically be the
             currency in which distributions are declared.

             *Will there be CDIs issued over the                         N/A
             +securities?

             *CDI ratio                                                  N/A
             Answer this question if you answered “Yes” to the
             previous question. This is the ratio at which CDIs can
             be transmuted into the underlying security (e.g. 4:1
             means 4 CDIs represent 1 underlying security
             whereas 1:4 means 1 CDI represents 4 underlying
             securities).

             *Is it a partly paid class of +security?                    N/A

             *Paid up amount: unpaid amount                              N/A
             Answer this question if answered “Yes” to the
             previous question.
             The paid up amount represents the amount of
             application money and/or calls which have been paid
             on any security considered ‘partly paid’
             The unpaid amount represents the unpaid or yet to be
             called amount on any security considered ‘partly
             paid’.
             The amounts should be provided per the security
             currency (e.g. if the security currency is AUD, then the
             paid up and unpaid amount per security in AUD).

             *Is it a stapled +security?                                 N/A
             This is a security class that comprises a number of
             ordinary shares and/or ordinary units issued by
             separate entities that are stapled together for the
             purposes of trading.

 3B.8b       Option details
             Answer the questions in this section if you selected this security type in your response to Question 3B.2.

             *+Security currency                                         N/A
             This is the currency in which the exercise price is
             payable.




+ See chapter 19 for defined terms
31 January 2020

                                                                                                          
             *Exercise price                                            N/A
             The price at which each option can be exercised and
             convert into the underlying security. If there is no
             exercise price please answer as $0.00.
             The exercise price should be provided per the
             security currency (i.e. if the security currency is AUD,
             the exercise price should be expressed in AUD).

             *Expiry date                                               N/A
             The date on which the options expire or terminate.

             *Details of the number and type of                         N/A
             +security (including its ASX security code if
             the +security is quoted on or recorded by
             ASX) that will be issued if an option is
             exercised

             For example, if the option can be exercised to receive
             one fully paid ordinary share with ASX security code
             ABC, please insert “One fully paid ordinary share
             (ASX:ABC)“.

 3B.8c       Details of non-convertible +debt securities, +convertible debt securities, or
             redeemable preference shares/units
             Answer the questions in this section if you selected one of these security types in your response to Question
             3B.2.
             Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
             Debt and Hybrid Securities” for further information on certain terms used in this section

             *Type of +security                                         () Simple corporate bond
             Select one item from the list                              () Non-convertible note or bond
                                                                        () Convertible note or bond
                                                                        () Preference share/unit
                                                                        () Capital note
                                                                        () Hybrid security
                                                                        () Other

             *+Security currency                                        N/A
             This is the currency in which the face value of the
             security is denominated. It will also typically be the
             currency in which interest or distributions are paid.

             Face value                                                 N/A
             This is the principal amount of each security.
             The face value should be provided per the security
             currency (i.e. if security currency is AUD, then the
             face value per security in AUD).

             *Interest rate type                                        () Fixed rate
             Select one item from the list                              () Floating rate
             Select the appropriate interest rate type per the terms
             of the security. Definitions for each type are provided    () Indexed rate
             in the Guide to the Naming Conventions and Security
             Descriptions for ASX Quoted Debt and Hybrid                () Variable rate
             Securities                                                 () Zero coupon/no interest
                                                                        () Other
             Frequency of coupon/interest payments                      () Monthly
             per year
                                                                        () Quarterly
             Select one item from the list.
                                                                        () Semi-annual
                                                                        () Annual
                                                                        () No coupon/interest payments
                                                                        () Other

+ See chapter 19 for defined terms
31 January 2020     
                                                                                                  
             First interest payment date                                  N/A
             A response is not required if you have selected “No
             coupon/interest payments” in response to the
             question above on the frequency of coupon/interest
             payments

             Interest rate per annum                                      N/A
             Answer this question if the interest rate type is fixed.

             *Is the interest rate per annum estimated                    N/A
             at this time?
             Answer this question if the interest rate type is fixed.

             If the interest rate per annum is estimated,                 N/A
             then what is the date for this information to
             be announced to the market (if known)
             Answer this question if the interest rate type is fixed
             and your response to the previous question is “Yes”.
             Answer “Unknown” if the date is not known at this
             time.

             *Does the interest rate include a reference                  N/A
             rate, base rate or market rate (e.g. BBSW
             or CPI)?
             Answer this question if the interest rate type is floating
             or indexed

             *What is the reference rate, base rate or                    N/A
             market rate?
             Answer this question if the interest rate type is floating
             or indexed and your response to the previous
             question is “Yes”.

             *Does the interest rate include a margin                     N/A
             above the reference rate, base rate or
             market rate?
             Answer this question if the interest rate type is floating
             or indexed.

             *What is the margin above the reference                      N/A
             rate, base rate or market rate (expressed
             as a percent per annum)
             Answer this question if the interest rate type is floating
             or indexed and your response to the previous
             question is “Yes”.

             *S128F of the Income Tax Assessment Act                      () s128F exempt
             status applicable to the +security
                                                                          () Not s128F exempt
             Select one item from the list
             For financial products which are likely to give rise to a    () s128F exemption status unknown
             payment to which s128F of the Income Tax                     () Not applicable
             Assessment Act applies, ASX requests issuers to
             confirm the s128F status of the security:
             •   “s128F exempt” means interest payments are not
                 taxable to non-residents;
             •   “Not s128F exempt” means interest payments are
                 taxable to non-residents;
             •   “s128F exemption status unknown” means the
                 issuer is unable to advise the status;
             •   “Not applicable” means s128F is not applicable to
                 this security




+ See chapter 19 for defined terms
31 January 2020     
                                                                                         
             *Is the +security perpetual (i.e. no maturity           N/A
             date)?




             *Maturity date                                          N/A
             Answer this question if the security is not perpetual




             *Select other features applicable to the                () Simple
             +security
                                                                     () Subordinated
             Up to 4 features can be selected. Further information
             is available in the Guide to the Naming Conventions     () Secured
             and Security Descriptions for ASX Quoted Debt and
             Hybrid Securities.                                      () Converting
                                                                     () Convertible
                                                                     () Transformable
                                                                     () Exchangeable
                                                                     () Cumulative
                                                                     () Non-Cumulative
                                                                     () Redeemable
                                                                     () Extendable
                                                                     () Reset
                                                                     () Step-Down
                                                                     () Step-Up
                                                                     () Stapled
                                                                     () None of the above

             *Is there a first trigger date on which a right         N/A
             of conversion, redemption, call or put can
             be exercised (whichever is first)?
             *If yes, what is the first trigger date                 N/A
             Answer this question if your response to the previous
             question is “Yes”.

             Details of the number and type of +security             N/A
             (including its ASX security code if the
             +security is quoted on ASX) that will be
             issued if the securities to be quoted are
             converted, transformed or exchanged

             Answer this question if the security features include
             “converting”, “convertible”, “transformable” or
             “exchangeable”.
             For example, if the security can be converted into
             1,000 fully paid ordinary shares with ASX security
             code ABC, please insert “1,000 fully paid ordinary
             shares (ASX:ABC)“.


Part 4 – Issue details

 Question    Question                                                Answer

 No.
 4.1         *Have the +securities been issued yet?                  Yes
                                                                        
 4.1a        *What was their date of issue?                          26 March 2020
             Answer this question if your response to Q4.1 is
             “Yes”.

 4.1b        *What is their proposed date of issue?                    N/A
             Answer this question if your response to Q4.1 is “No”.

 4.2         *Are the +securities being issued for a                   No
             cash consideration?
             If the securities are being issued for nil cash
             consideration, answer this question “No”.

 4.2a        *In what currency is the cash consideration               N/A
             being paid
             For example, if the consideration is being paid in
             Australian Dollars, state AUD.
             Answer this question if your response to Q4.2 is
             “Yes”.

 4.2b        *What is the issue price per +security                    N/A
             Answer this question if your response to Q4.2 is “Yes”
             and by reference to the issue currency provided in
             your response to Q4.2a.
             Note: you cannot enter a nil amount here. If the
             securities are being issued for nil cash consideration,
             answer Q4.2 as “No” and complete Q4.2c.

 4.2c        Please describe the consideration being                   Options are granted for nil consideration as
             provided for the +securities                              employee incentives under the Orion
             Answer this question if your response to Q4.2 is “No”.    Minerals Option & Performance Rights Plan
 4.3         Any other information the entity wishes to                N/A
             provide about the issue




+ See chapter 19 for defined terms
31 January 2020
 
                                                                                           
Part 5 – Unquoted +securities on issue

 Following the issue of the +securities the subject of this application, the unquoted issued +securities of
 the entity will comprise:
 Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the
 entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued
 by the entity.

 Restricted securities should be included in table 5.1.

 5.1
                 *ASX security code and description                                              *Total number of
                                                                                                 +securities on
                                                                                                 issue

                 Unlisted options exercisable at $0.05 expiring 30 June 2020.                           2,200,000
                 Unlisted options exercisable at $0.035 expiring 30 June 2020.                          1,900,000
                 Unlisted options exercisable at $0.02 expiring 30 November 2020.                      16,333,333
                 Unlisted options exercisable at $0.035 expiring 30 November 2020.                     18,333,333
                 Unlisted options exercisable at $0.05 expiring 30 November 2020.                      18,333,334
                 Unlisted options exercisable at $0.03 expiring 31 May 2022.                           12,100,000
                 Unlisted options exercisable at $0.045 expiring 31 May 2022.                          12,100,000
                 Unlisted options exercisable at $0.06 expiring 31 May 2022.                           12,100,000
                 Unlisted options exercisable at $0.05 expiring 31 March 2023.                          5,100,000
                 Unlisted options exercisable at $0.06 expiring 31 March 2023.                          5,100,000
                 Unlisted options exercisable at $0.07 expiring 31 March 2023.                          5,100,000
                 Unlisted options exercisable at $0.04 expiring 30 April 2024.                         30,500,000
                 Unlisted options exercisable at $0.05 expiring 30 April 2024.                         30,500,000
                 Unlisted options exercisable at $0.06 expiring 30 April 2024.                         30,500,000
                 Unlisted options exercisable at $0.03 expiring 17 June 2024.                          11,000,000
                 Unlisted options exercisable at $0.028 expiring 31 March 2025.                        10,500,000
                 Unlisted options exercisable at $0.035 expiring 31 March 2025.                        10,500,000
                 Unlisted options exercisable at $0.04 expiring 31 March 2025.                         10,500,000




+ See chapter 19 for defined terms
31 January 2020 

                                                                                                       
Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt
Listings do not need to complete this Part) and:

-     your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted
      on ASX”; or
-     your response to Q2.1 is “Other”


    Question       Question                                                       Answer
    No.

    6.1            *Are the securities being issued under                         The securities are being issued the
                   Listing Rule 7.2 exception 131 and therefore                   exemption available under Listing Rule 7.2,
                   the issue does not need any security holder                    former exception 9(b), pursuant to the
                   approval under Listing Rule 7.1?                               approval obtained in accordance with that
                   Answer this question if your response to Q2.1 is               exception on 29 November 2018
                   “securities issued under an employee incentive
                   scheme that are not being immediately quoted on
                   ASX”.

    6.2            *Has the entity obtained, or is it obtaining,                  N/A
                   +security holder approval for the issue
                   under listing rule 7.1?
                   Answer this question if the response to Q6.1 is “No”.

    6.2a           *Date of meeting or proposed meeting to                        N/A
                   approve the issue under listing rule 7.1
                   Answer this question if the response to Q6.1 is “No”
                   and the response to Q6.2 is “Yes”.

    6.2b           *Are any of the +securities being issued                       N/A
                   without +security holder approval using the
                   entity’s 15% placement capacity under
                   listing rule 7.1?
                   Answer this question if the response to Q6.1 is “No”
                   and the response to Q6.2 is “No”.




1   Exception 13       An issue of securities under an employee incentive scheme if within 3 years before the issue date:
                       (a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and
                           the maximum number of equity securities proposed to be issued under the scheme were set out in the
                           prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
                       (b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as
                           an exception to this rule. The notice of meeting must have included:
                            •     a summary of the terms of the scheme.
                            •     the number of securities issued under the scheme since the entity was listed or the date of the last
                                  approval under this rule;
                            •     the maximum number of +equity securities proposed to be issued under the scheme following the
                                  approval; and
                            •     a voting exclusion statement.
                       Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme
                       does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the
                       case of (a) above) or in the notice of meeting (in the case of (b) above).
                       Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the
                       entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the
                       case of (b) above).

+ See chapter 19 for defined terms
31 January 2020   
                                                                                                                 
 6.2b.1       *How many +securities are being issued                       N/A
              without +security holder approval using the
              entity’s 15% placement capacity under
              listing rule 7.1?
              Answer this question if the response to Q6.1 is “No”,
              the response to Q6.2 is “No” and the response to
              Q6.2b is “Yes”.
              Please complete and separately send by email to your
              ASX listings adviser a work sheet in the form of
              Annexure B to Guidance Note 21 confirming the entity
              has the available capacity under listing rule 7.1 to issue
              that number of securities.

 6.2c         *Are any of the +securities being issued                     N/A
              without +security holder approval using the
              entity’s additional 10% placement capacity
              under listing rule 7.1A (if applicable)?
              Answer this question if the response to Q6.1 is “No”
              and the response to Q6.2 is “No”.

 6.2c.1       *How many +securities are being issued                       N/A
              without +security holder approval using the
              entity’s additional 10% placement capacity
              under listing rule 7.1A?
              Answer this question if the response to Q6.1 is “No”,
              the response to Q6.2 is “No” and the response to
              Q6.2c is “Yes”.
              Please complete and separately send by email to your
              ASX listings adviser a work sheet in the form of
              Annexure C to Guidance Note 21 confirming the entity
              has the available capacity under listing rule 7.1A to
              issue that number of securities.

Introduced 01/12/19; amended 31/01/20



26 March 2020


ENQUIRIES

 Investors                                         Media                              JSE Sponsor
 Errol Smart – Managing Director &                 Nicholas Read                      Rick Irving
 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: rick@merchantec.co.za

                                                            

Date: 26-03-2020 10:37:00
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