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 the Company) refers to an announcement by the Company on
25 January 2019, that it had entered into a Convertible Loan Facility with Tembo Capital Mining Fund II LP (Tembo
Capital), pursuant to which Tembo Capital has advanced an amount equal to approximately $3.6 million (excluding
capitalised interest and fees) to the Company (Loan Facility).

As outlined in the Company's Notice of General Meeting announced on 15 March 2021, Tembo Capital has elected to
receive repayment of the outstanding amount under the Loan Facility by the issue of up to 191,603,231 fully paid ordinary
shares (Shares) at a deemed issue price of $0.026 per Share (approximately $4.98 million) (Loan Facility Shares). The
Company's shareholders approved the issue of the Loan Facility Shares to Tembo Capital or its nominated affiliate at
the General Meeting. In addition to the shareholder approval sought and obtained at the General Meeting, the issue
of Loan Facility Shares to Tembo Capital is subject to approval by the Foreign Investment Review Board (FIRB), which
Tembo has now received.

Orion has today issued 191,603,223 Shares at a deemed issue price of $0.026 to Tembo Capital in consideration for
repayment of amounts owing to Tembo Capital under the Loan Facility.

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 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

28 June 2021


ENQUIRIES

 Investors                                Media                                   JSE Sponsor
 Errol Smart – 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@merchantec.co.za

Date: 28-06-2021 10:55:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.