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ORION MINERALS NL - Small Shareholding Sale Facility - Second Notice

Release Date: 10/01/2018 10:28
Code(s): ORN     PDF:  
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Small Shareholding Sale Facility - Second Notice

Orion Minerals NL
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
(“Orion”)

Small Shareholding Sale Facility - Second Notice

Orion Minerals NL (ASX: ORN) (Orion or the Company) refers to the ASX announcement dated 21
November 2017 regarding the establishment of a small shareholding sale facility (Sale Facility) for
shareholders who hold less than $500 worth of fully paid ordinary shares (Shares) in the Company and
whose registered address is in Australia. The Sale Facility will allow those shareholders to sell their
Shares cost effectively and simply, while also assisting the Company reduce the costs associated with
servicing smaller Share holdings.

A marketable parcel of Shares is a parcel of Shares that has a market value of more than $500. As at
the market close on 20 November 2017 (Record Date) the Directors determined a less than
marketable parcel of Shares is any shareholding of less than 16,130 Shares (Small Holding) based on
a price of $0.031 per Share, being the closing price of Shares on the Australian Securities Exchange
on the Record Date.

On 23 November 2017, a first notice was sent to shareholders of Small Holdings. Attached is a copy
of the second letter to shareholders and the share retention slip which will be dispatched to all
shareholders who held a Small Holding of Shares on the Record Date and who have yet to return a
completed share retention slip.


Denis Waddell
Chairman

10 January 2018

Errol Smart
Managing Director and CEO

ENQUIRIES

Investors                                                JSE Sponsor
Errol Smart – Managing Director & CEO                    Rick Irving
Denis Waddell – Chairman                                 Merchantec Capital
T: +61 (0) 3 8080 7170                                   T: +27 (0) 11 325 6363
E: info@orionminerals.com.au                             E: rick@merchantec.co.za

Media
Michael Vaughan                                          Barnaby Hayward
Fivemark Partners, Australia                             Tavistock, UK
T: +61 (0) 422 602 720                                   T: +44 (0) 207 920 3150
E: michael.vaughan@fivemark.com.au                       E: orion@tavistock.co.uk

Suite 617, 530 Little Collins Street
Melbourne, VIC, 3000
10 January 2018

Dear Shareholder,

SMALL SHAREHOLDING SALE FACILITY - SECOND AND FINAL NOTICE OF INTENTION TO SELL SHARES OF LESS THAN
A MARKETABLE PARCEL

IMPORTANT: Please read this letter carefully. If no response is received from you by 5.00pm Melbourne time on
19 January 2018 your shares in Orion Minerals NL will be sold.

As announced on 21 November 2017, Orion Minerals NL (ASX: ORN) (Company) has established a small
shareholding sale facility (Sale Facility) for shareholders who hold less than $500 worth of fully paid ordinary
shares in the Company (Shares) and whose registered address is in Australia. The Sale Facility will allow those
shareholders to sell their Shares cost effectively and simply, while also assisting the Company reduce the costs
associated with servicing smaller Share holdings.

The Company refers to the previous notice dated 21 November 2017, sent to all shareholders who were holders
of Shares valued at less than $500 based on the price of $0.031 per share, being the closing price of Shares on
the Australian Securities Exchange at the record date of 20 November 2017 (Record Date). As a result, a parcel
of less than 16,130 Shares is an unmarketable parcel of Shares as defined in the ASX Listing Rules (Small Holding).
The previous notice advised you that the Company was implementing a process for the sale of Small Holdings.
This second notice confirms the Company’s intention to sell those shares that are Small Holdings and which
shareholders have not indicated that they wish to retain.

Our records show that you held a Small Holding of Shares on the Record Date (Your ORN Shares), and
accordingly Your ORN Shares have been included in the Sale Facility. Accordingly, the Company gives you
formal notice pursuant to clause 3 of the Company’s constitution that, if your shareholding constitutes a Small
Holding at the close of trading on 19 January 2018, the Company intends to offer your Shares for sale.

The Company will allow 7 business days from the date of this notice for you to provide written confirmation that
you wish to retain your Shares, by completing and returning the enclosed share retention slip. If you do not
respond to this notice by 19 January 2018, your Shares will be sold as soon as is practicable and the Company
will remit the proceeds from that sale to you by direct credit to an Australian Financial Institution. Where the
Company does not have this information for you, or direct credit payments cannot be processed, then payment
will be made to you by cheque.

You may choose to sell all of your holding or retain your existing holding as explained below.

1. Sale Facility

Under the Company’s constitution, the Company is permitted to sell a Small Holding. This letter is to inform you
that the Company intends to invoke the provisions of clause 3 of the Company’s constitution and sell Your ORN
Shares.

The Board recognises that although a Small Holding can be disposed of by you at any time, it may be difficult
or expensive to do so. The Sale Facility provides you with a convenient way to sell Your ORN Shares, and is
designed to reduce the Company’s ongoing administrative costs of managing Small Holdings.

Information in this letter, and the enclosed document will assist you in making a choice whether to sell or retain
Your ORN Shares. Please read the Sale Facility terms and conditions before you decide to sell or retain Your ORN
Shares.

2. To sell Your ORN Shares - do nothing

If you want to have Your ORN Shares sold without incurring any brokerage or handling costs, then you do not
need to take any action and Your ORN Shares will be sold on your behalf if the market value of Your ORN Shares
remains below $500 at 5.00pm (Melbourne time) on 19 January 2018 (Closing Date).

Your ORN Shares will be pooled with other Small Holdings that are to be sold under the Sale Facility and sold. All
participants in the Sale Facility will receive the same price for their Shares.

The sale proceeds to which you will be entitled will be calculated by dividing the total proceeds from the sale
of all Shares sold under the Sale Facility by the total number of Shares sold under the Sale Facility, multiplied by
Your ORN Shares, rounded down to the nearest cent. This price may be more or less than the actual price at
which Your ORN Shares are sold. The sale proceeds will be paid to you (without any deduction for brokerage)
following the settlement of the sale using the direct credit payment details recoded for your holding by
electronic funds transfer. Where the Company does not have this information for you, or direct credit payments
cannot be processed, then payment will be made to you by cheque.

If you wish to update your direct credit instructions, you will need to do so via the Company’s share registry, Link
Market Services Limited (Registry) either online via the Link  Investor Centre
https://investorcentre.linkmarketservices.com.au/Login/Login or by contacting the Registry on 1300 853 816.
Please note that these details must be updated by not later than the Closing Date.

If Your ORN Shares are in a CHESS holding, the Company may, after the Sale Facility closing date, move Your
ORN Shares from the CHESS holding to an issuer sponsored holding for the purposes of the Sale Facility.

3.  To retain Your ORN Shares

If you want to retain Your ORN Shares:

(a)    the Registry must receive the enclosed share retention slip completed in accordance with the instructions
       on that form by no later than 5.00pm (Melbourne time) on 19 January 2018. If the share retention slip is
       properly completed and is received by the Registry by the Closing Date, your Shareholding will remain
       unchanged; OR

(b)    you must, through your own arrangements ensure that you hold at least $500 worth of Shares on the
       Closing Date (e.g. through purchasing additional Shares or consolidating your holdings of Shares). If you
       have more than one holding of Shares, then you can contact the Registry to facilitate consolidating your
       holdings into one single holding. So that Your ORN Shares are not sold, any additional Shares purchased
       must be held in the same holding as Your ORN Shares (i.e. under the same Holder Identification Number
       (HIN) or Securityholder Reference Number (SRN) that is stated on the enclosed share retention slip), and
       they must be registered before the Closing Date.

4.  Key dates(1)

 Record Date                                                             7.00pm (Melbourne time) 20 November 2017
                                                                                                 23 November 2017
 Documents mailed to all shareholders who held less than
 $500 worth of Shares on the Record Date

 Sale Facility Opening Date                                                                      24 November 2017

 Second notice mailed to shareholders who held less
 than $500 worth of Shares on the Record Date and                                                 10 January 2018
 have not returned the share retention slip

 Sale Facility Closing Date (last day for return of the share
                                                                          5.00pm (Melbourne time) 19 January 2018
 retention slip)


(1) These dates are indicative and may change, subject to applicable legal and regulatory requirements.

5.  Important information

It is important that you read and understand this letter and the enclosed document and conditions, and share
retention slip. Consistent with the Company’s continuous disclosure obligations, the Company may release to
the ASX information that may be material to your decision as to whether you want to sell or retain Your ORN
Shares. This information will, if released, be available on both the ASX website (www.asx.com.au) and the
Company website (www.orionminerals.com.au).

The market price of the Shares is subject to change from time to time. No assurance or certainty can be provided
by the Company about the price at which Shares will be sold. Up-to-date information on the market price of
the Company’s Shares is available from the Company’s website at www.orionminerals.com.au, the financial
pages of major Australian metropolitan newspapers, and the ASX website at www.asx.com.au (ASX Code:
ORN).

The Sale Facility does not take into account your individual investment objectives, financial situation, tax position
or particular needs. The Company, its directors and management do not make any recommendation and
cannot provide any advice as to whether you should participate in the Sale Facility, and are not providing
financial advice. You should consider seeking independent advice from a licensed professional adviser before
making a decision as to whether or not to participate in the Sale Facility.
All references to currency are in Australian dollars unless otherwise stated.

If shareholders have any questions in relation to the Sale Facility, please contact the Company on +61 (03) 8080
7170.

Yours faithfully

Denis Waddell
Chairman

Date: 10/01/2018 10:28:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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