ORION MINERALS LIMITED - Notice of Change of Interests of Substantial Holder

Release Date: 27/08/2018 11:25
Code(s): ORN
Wrap Text
Notice of Change of Interests 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


To:    Company name/ Scheme
                                                   Orion Minerals Limited (Orion)

ACN/ ARSN                                          098 939 274

1. Details of substantial holder (1)

                                                   Tembo Capital Mining Fund II lP (Tembo) and Ndovu Capital X B.V. (Ndovu)

ACN/ ARSN (if applicable)

There was a change in the interests of the
substantial holder on                              23/08/2018
The previous notice was given to the               05/07/2018
company on
The previous notice was dated on                   05/07/2018

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                    17.41% (based on                      430,918,918               22.99% (based on
                                                                               1,481,603,768 ordinary                                               1,873,733,497
                                                                                  shares on issue)                                               ordinary shares on

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
                                                           Subscription to shares as
  23//08/2018                      Ndovu                    announced by Orion on                       Nil                             Nil                  Nil
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            Registered holder of              Person entitled to be            Nature of relevant         Class and number of   Person’s votes
       interest                       securities                  registered as holder (8)              interestB                   securities
                                                                                                Relevant interest
                                                                                                under section 608(1) of
                                                                                                                              430,918,918 ordinary
        Ndovu                           Ndovu                 Ndovu                             the Corporations Act                                  430,918,918
                                                                                                as registered holder of
                                                                                                the shares
                                                                                                Relevant interest
                                                                                                under section 608(3)(b)
                                                                                                of the Corporations
                                                                                                                              430,918,918 ordinary
        Tembo                           Ndovu                 Ndovu                             Act, being a relevant                                 430,918,918
                                                                                                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

                                print name      Augentius (Netherlands) B.V.                          capacity     Director at Ndovu

                                sign here                                                                 date     23 August 2018
(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.

27 August 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

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

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