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Notice of Change of Interest of Substantial Holder
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”)
NOTICE OF CHANGE OF INTEREST OF SUBSTANTIAL HOLDER
To: Company name/ Scheme Orion Minerals Ltd (Orion)
ACN/ ARSN 098 939 274
1. Details of substantial holder (1)
Name
Tembo Capital Mining Fund II LP (Tembo) and Ndovu Capital X B.V. (Ndovu)
ACN/ ARSN (if applicable)
N/A
There was a change in the interests of the
substantial holder on 21/05/2018
The previous notice was given to the company on 18/01/2018
The previous notice was dated on 29/12/2017
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant
interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Class of securities (4) Previous notice Present Notice
Person’s votes Voting Power (5) Person’s votes Voting Power (5)
Ordinary shares 258,000,000 19.99% (based on 258,000,000 18.56% (based on
1,290,003,768 ordinary 1,390,003,768 ordinary
shares on issue) shares on issue)
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since
the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Person whose relevant interest Consideration given in Class and number of Person’s votes
Date of change changed Nature of change (6) relation to change (7) securities affected affected
Dilution of voting interest
pursuant to non-
21/05/2018 Ndovu participation in a share NIL Nil NIL
placement as announced by
Orion on 21/05/18
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant interest Registered holder of Person entitled to be Nature of relevant Class and number of Person’s votes
securities registered as holder (8) interest (6) securities
Ndovu Ndovu Ndovu Relevant interest 258,000,000 258,000,000
under section 608(1) of ordinary
the Corporations Act shares
as registered holder of
the shares
Tembo Ndovu Ndovu Relevant interest 258,000,000 ordinary 258,000,000
under section 608(3)(b) shares
of the Corporations
Act, being a relevant
interest held through a
body corporate
(Ndovu) that it controls
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to
voting interests in the company or scheme as follows:
Name and ACN/ARSN (if applicable) Nature of association
N/A N/A
6. Addresses
The addresses of persons named in this form are:
Name Address
Ndovu Hoogoorddreef 15, 1101 BA Amsterdam, Netherlands
Tembo Cambridge House, Le Truchot, St Peter Port, Guernsey, GY1 4BF, UK
Signature
print name Peter Ruxton capacity Director at Ndovu
sign here date 8 June 2018
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of
an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred
to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6
of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any
document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or
arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to
which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become
entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must
be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from
whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
8 June 2018
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
Date: 08/06/2018 11:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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