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Notice of Annual General Meeting
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
NOTICE OF ANNUAL GENERAL MEETING
to be held on
Thursday, 25 November 2021 at 3:00 p.m. (AWST) at
Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western
Australia
and
EXPLANATORY MEMORANDUM
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to voting.
IMPORTANT INFORMATION REGARDING COVID-19
The Company is closely monitoring the impact of COVID-19 in Western Australia and is seeking to follow
guidance from the Federal Government and State Governments.
The Company is taking precautions to facilitate an in person meeting in accordance with COVID-19 safe
processes. However, due to the ongoing COVID-19 pandemic, we strongly encourage you to vote by
completing and returning the separately enclosed Appointment of Proxy form in accordance with its
instructions and participate in the Meeting via teleconference or webcast (as discussed in this Notice of
Meeting), rather than attending in person. If you do not wish to attend the Meeting in person, you must vote
by way of Proxy in accordance with its instructions.
If you nevertheless choose to attend in person, to assist us in implementing social distancing, you must register
your intention to attend with the Company Secretary at least 48 hours before the Meeting (email:
info@orionminerals.com.au). Space at the Meeting may be limited to ensure social distancing.
The Australian government is implementing a wide range of measures to contain or delay the spread of COVID-
19. If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s
Notice of Meeting, the Company will notify Shareholders accordingly via the Company’s ASX Announcement
Platform at asx.com.au (ASX: ORN). Any Shareholders who plan to physically attend the Meeting should closely
monitor these platforms for any updates by the Company in regard to attending the Meeting in person and
alternative arrangements.
A PROXY FORM IS ENCLOSED AND YOU ARE STRONGLY ENCOURAGED TO COMPLETE AND RETURN IT IN
ACCORDANCE WITH THE SPECIFIED DIRECTIONS.
NOTICE OF ANNUAL GENERAL MEETING 2021 ORION MINERALS LTD
ACN 098 939 274
TABLE OF CONTENTS
1. Notice of Meeting 5
2. Explanatory Memorandum 8
• Financial Statements and Reports.
• Resolution 1 – Remuneration report.
• Resolution 2 – Re-election of Mr Mark Palmer.
• Resolution 3 – Re-election of Mr Godfrey Gomwe.
• Resolution 4 – Approval to Issue Consideration Shares – Namaqua / Disawell.
• Resolution 5 – Ratification of Prior Issue – Data Option Stage 1 Shares.
• Resolution 6 – Approval to Issue Shares – Data Option Stage 2 Shares.
• Resolution 7 – Approval to Issue Shares – OCP Consideration Shares.
3. Glossary 17
4. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are entitled to receive 4:00 p.m. (AWST) Friday, 15 October
the Notice of Meeting 2021
Thursday, 21 October
Posting of Notice of Meeting and announcement on SENS
2021
Last day to trade for Shareholders on South African Share register in 3:00 p.m. (AWST) Thursday, 18
order to be entitled to vote at the Meeting November 2021
Voting record date
5:00 p.m. (SA Time) Monday, 22
(JSE Share register) November 2021
Voting record date 4:00 p.m. (AWST) Tuesday, 23 November
(ASX Share register) 2021
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Tuesday, 23 November
(ASX Share register) 2021
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Monday, 22
(JSE Share register) November 2021
3:00 p.m. (AWST) / Thursday, 25
Annual General Meeting
9:00 a.m. (SA Time) November 2021
NOTICE OF ANNUAL GENERAL MEETING 2021 ORION MINERALS LTD
ACN 098 939 274
TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
The Annual General Meeting of Orion Minerals Ltd (ACN 098 939 274) will be held at 3:00 p.m. (AWST) (9:00 a.m. SA Time)
on Thursday, 25 November 2021 at:
Clayton Utz
Level 27, QV. 1 Building
250 St Georges Terrace
Perth, Western Australia
Your Vote is Important
The business of the Annual General Meeting affects your shareholding and your vote is important.
IMPORTANT INFORMATION REGARDING COVID-19
The Company is closely monitoring the impact of COVID-19 in Western Australia and is seeking to follow guidance from the
Federal Government and State Governments.
Shareholders are encouraged to vote by completing and returning a directed Appointment of Proxy form in accordance
with its instructions and participate in the Meeting via teleconference or webcast, rather than attending in person. If you
do not attend the Meeting in person, you must vote by way of Proxy in accordance with its instructions.
If you nevertheless choose to attend in person, you must register your intention to attend with the Company Secretary at
least 48 hours before the Meeting (email: info@orionminerals.com.au). Space at the Meeting may be limited to ensure
social distancing.
If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s Notice of
Meeting, the Company will notify Shareholders accordingly via the Company’s ASX Announcement Platform at asx.com.au
(ASX: ORN). Please monitor these platforms for any updates by the Company regarding alternative arrangements.
Details on how Shareholders may vote are set out below.
Attendance via teleconference
Shareholders may join (and ask questions at) the Meeting via conference call, however, no real-time voting rights will apply
for those Shareholders joining the Meeting via conference call.
If you wish to vote, you must complete and return a directed Appointment of Proxy form in accordance with its instructions.
ASX Proxy forms must be submitted to the Company's share registry by 3:00 p.m. (AWST), on Tuesday, 23 November 2021
online or by post and JSE proxy forms must be submitted to the Company’s share registry by 3:00 p.m. (AWST), on Monday,
22 November 2021 by email or post (see "Voting by Proxy and Corporate Representatives" below). Shareholders can lodge
a proxy by following the instructions on their personalised proxy form.
Details on how to access the conference call will be available on the Company’s website, www.orionminerals.com.au.
Voting in Person
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
Voting by Proxy and Corporate Representatives
To vote by proxy, your ASX Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Tuesday, 23
November 2021 and your JSE Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Monday,
22 November 2021. Proxy Forms can be lodged:
By mail: Link Market Services Limited JSE Investor Services (Pty) Ltd
Locked Bag A14 PO Box 4844
Sydney South NSW 1235 Johannesburg, 2000
By mobile device: Shareholders may submit their ASX Proxy Form by scanning Not applicable.
the QR code provided in the Proxy Form or enter the link
www.linkmarketservices.com.au into a mobile device. Log
in using the Security Reference Number (SRN) or Holder
Identification Number (HIN) and postcode for the
shareholding. To scan the code, shareholders will need a
QR code reader application which can be downloaded
for free on a mobile device.
By facsimile: (+61 2) 9287 0309 Not applicable.
By email: Not applicable. meetfax@jseinvestorservices.co.za
Online: Shareholders may submit their ASX proxy instruction online Not applicable.
on the Company’s Share Registry by visiting
www.linkmarketservices.com.au. Login to the Link website
using the holding details as shown on the ASX Proxy Form.
Select ‘Voting’ and follow the prompts to Lodge your
Proxy. To use the online lodgement facility, shareholders
will need their “Holder Identifier” - Securityholder
Reference Number (SRN) or Holder Identification Number
(HIN).
By hand: Link Market Services Limited* JSE Investor Services (Pty) Ltd**
Level 12, 680 George Street 19 Ameshoff Street
Sydney NSW 2000 Braaimfontein, 2001
* during business hours Monday to Friday (9:00am - 5:00pm ** during business hours (Monday
Sydney time), subject to public health orders and to Friday, 9:00am–5:00pm SA time),
restrictions. subject to public health orders and
restrictions.
A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy, who need not be
a Shareholder of the Company. A proxy may be an individual or a body corporate. If a Shareholder is entitled to cast two
or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise.
If a Shareholder appoints two proxies and their appointment does not specify the proportion or number of the Shareholder's
votes the proxy may exercise, each proxy may exercise one half of the Shareholder's votes. If a Shareholder appoints two
proxies, neither may vote on a show of hands.
Shareholders and their proxies should be aware that if proxy holders vote, they must cast all directed proxies as directed,
and any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be
executed in accordance with the Corporations Act.
The proxy form and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received at the
Company’s Share Registry at least 48 hours before the commencement of the Annual General Meeting or any adjournment
of that Meeting.
If a representative of a corporate Shareholder or a corporate proxy is to attend the Meeting pursuant to section 250D of
the Corporations Act, a certificate of appointment of the representative must be produced prior to the admission to the
Meeting. A form of certificate of appointment can be obtained from the Company's registered office.
Voting Entitlements
Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that the
shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting
will be as it appears in the ASX Share register at 4:00 p.m. (AWST) on Tuesday, 23 November 2021 or in the JSE Share register
at 4:00 p.m. (SA Time) on Monday, 22 November 2021.
Attendance via teleconference
Shareholders may join the Meeting via conference call, however, no voting rights will apply. Details on how to access the
conference call will be available on the Company’s website, www.orionminerals.com.au.
Notice of Annual General Meeting
Notice is given that the Annual General Meeting of the Shareholders of Orion Minerals Ltd (Company or Orion) will be held
at Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western Australia on Thursday, 25 November 2021
commencing at 3:00 p.m. (AWST).
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at
the Annual General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
Agenda
Financial Statements and Reports – Year Ended 30 June 2021 (no resolution required)
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together
with the Directors’ report and the auditor’s report.
Resolution 1 - Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the
Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June
2021 be adopted.”
Voting Prohibition Statement: A vote on this Resolution 1 must not be, and the Company will disregard any vote that is, cast
(in any capacity) by or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration
Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution 1 as a proxy if the vote is not cast on
behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution 1; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution 1; and
(ii) expressly authorises the Chair to exercise the proxy even if this Resolution 1 is connected directly or indirectly
with the remuneration of a member of the Key Management Personnel.
Resolution 2 – Re-election of Mr Mark Palmer
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of clause 14.2 of the Constitution and for all other purposes, Mr Mark Palmer, a Director who
retires by rotation, and being eligible, is re-elected as a Director.”
Resolution 3 – Re-election of Mr Godfrey Gomwe
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of clause 14.2 of the Constitution and for all other purposes, Mr Godfrey Gomwe, a Director
who retires by rotation, and being eligible, is re-elected as a Director.”
Resolution 4 – Approval to Issue Consideration Shares – Namaqua / Disawell
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of such number
of Shares in the Company as is equal to $750,000 (converted into ZAR) divided by the Issue Price to the Namaqua
and Disawell Selling Shareholders as consideration for the acquisition by the Company's wholly owned subsidiary of
all of the remaining issued shares in, and claims held by, the Namaqua and Disawell Selling Shareholders against
Namaqua and Disawell, on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of each Namaqua
and Disawell Selling Shareholder, or any person who will obtain a material benefit as a result of the proposed issue, except
a benefit solely in the capacity of a holder of ordinary securities, and any associates (as that term is defined in the ASX
Listing Rules) of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution 4 by:
(a) a person as a proxy or attorney for a person who is entitled to vote on this Resolution 4, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 4 in that way; or
(b) the chair (as that term is defined in the ASX Listing Rules) of the Meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 4, in accordance with a direction given to the chair to vote on this Resolution 4 as
the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting, on this Resolution 4; and
(ii) the holder votes on this Resolution 4 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 5 – Ratification of Prior Issue – Data Option Stage 1 Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,097,465
Shares, at an issue price of $0.034 per Share, on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of a person who
participated in the issue and any Associate of that person. However, this does not apply to a vote cast in favour of this
Resolution 5 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 5, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 5 in that way; or
(b) the chair (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 5, in accordance with a direction given to the chair to vote on this Resolution 5
as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting, on this Resolution 5; and
(ii) the holder votes on this Resolution 5 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 6 – Approval to Issue Shares – Data Option Stage 2 Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue
up to 49,169,580 Shares, at an issue price of $0.034 per Share, on the terms and conditions set out in the Explanatory
Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of a person who
is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely
by reason of being a holder of ordinary securities in the Company) and any Associate of that person. However, this does
not apply to a vote cast in favour of this Resolution 6 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 6, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 6 in that way; or
(b) the chair (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 6, in accordance with a direction given to the chair to vote on this Resolution 6
as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting, on this Resolution 6; and
(ii) the holder votes on this Resolution 6 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 7 – Approval to Issue Shares – OCP Consideration Shares
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue
the OCP Consideration Shares to the OCP Selling Shareholders, on the terms and conditions set out in the Explanatory
Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf of a person who
is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely
by reason of being a holder of ordinary securities in the Company) and any Associate of that person. However, this does
not apply to a vote cast in favour of this Resolution 7 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 7, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 7 in that way; or
(b) the chair (as that term is defined in the ASX Listing Rules) of the meeting as proxy or attorney for a person who is
entitled to vote on this Resolution 7, in accordance with a direction given to the chair to vote on this Resolution 7
as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting, on this Resolution 7; and
(ii) the holder votes on this Resolution 7 in accordance with directions given by the beneficiary to the holder to
vote in that way.
DATED: 10 October 2021
By Order of the Board
Martin Bouwmeester
Company Secretary
Explanatory Memorandum to accompany Notice of Annual General Meeting
This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to
make an informed decision on the business to be conducted at the Annual General Meeting.
The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to
the Resolutions.
Financial Statements and Reports
The Corporations Act requires the financial report, directors' report and auditor's report to be laid before the Annual General
Meeting. There is no requirement either in the Corporations Act or the Company's Constitution for Shareholders to vote on,
approve or adopt these reports. Shareholders will have a reasonable opportunity at the meeting to ask questions about or
make comments on these reports and on the management of the Company.
The auditor of the Company is required to attend the Annual General Meeting and will be available to take Shareholders'
questions about the conduct of the audit, the preparation and content of the auditor's report, the accounting policies
adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor
in relation to the conduct of the audit.
Prior to the meeting, Shareholders may also forward written questions to the auditor about the conduct of the audit and
the content of the auditor's report. These should be emailed to info@orionminerals.com.au or mailed to the Company
Secretary, PO Box 260, Collins Street West, Victoria, 8007 and may be submitted up to 5 Business Days before the Annual
General Meeting. The Company is required by law to forward all questions to the auditor and the auditor is required to
prepare a list of questions that the auditor considers are relevant to the conduct of the audit and the content of the auditor's
report. The auditor may omit questions that are the same in substance to other questions and questions that are not
received by the auditor in a timely manner. At the meeting, the Chairman will give the auditor a reasonable opportunity
to answer in response to the list of questions. The list of questions, as prepared by the auditor, will be available on the
Company's website, www.orionminerals.com.au, prior to the meeting. In addition, copies of the list of questions will be
available at the meeting.
In accordance with the Corporations Act, the Company will not be providing Shareholders with a hard copy of the
Company’s annual financial report unless specifically requested to do so. Shareholders may view the Company's annual
financial report on its website at www.orionminerals.com.au.
Resolution 1 - Remuneration Report
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report
be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors
or the Company.
The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of
the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the
Company for the financial year.
A reasonable opportunity will be provided for Shareholders to ask questions about or make comments on the Remuneration
Report at the Annual General Meeting.
Voting consequences
If, at two consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted
against adoption of the remuneration report, a company is required to put to its shareholders a resolution proposing the
calling of another meeting of shareholders to consider the appointment of directors of the company within 90 days of the
second annual general meeting (Spill Resolution).
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill
Meeting) within 90 days of the second annual general meeting.
At the Spill Meeting, all of the directors of the company who were in office when the directors' report (as included in the
company’s annual financial report for the most recent financial year) was approved, other than the managing director of
the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the
Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the
directors of the company.
Previous voting results
At the Company’s previous Annual General Meeting, the votes cast against the remuneration report considered at that
meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for the 2021 Annual General Meeting.
Directors' recommendation and voting intentions
The Board considers that the Company's remuneration policies are structured to provide rewards based on performance
and are competitive with those in the markets in which it operates. On that basis, and with each Director acknowledging
their personal interest in the resolution, the Board recommends that Shareholders vote in favour of Resolution 1.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 1.
Resolution 2 – Re-election of Mr Mark Palmer
Clause 14.2 of the Constitution requires that one third of the Company's Directors (or the number nearest one-third, rounded
upwards in case of doubt) must retire at each Annual General Meeting, provided always that no Director (except a
Managing Director) shall hold office for a period in excess of 3 years, or until the third Annual General Meeting following his
or her appointment, whichever is the longer, without submitting himself or herself for re-election.
The Company currently has five Directors (excluding the Managing Director) and accordingly Mr Mark Palmer (one of the
Directors longest in office since last being re-elected) is retiring in accordance with clause 14.2 of the Constitution.
A Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election. Mr Palmer retires by rotation
and offers himself for re-election. He was initially appointed a Director on 31 January 2018, has continuously served as a
Director since his appointment and was last re-elected on 28 November 2019. Mr Palmer is not considered to be
independent as he is associated with Tembo Capital, a substantial shareholder of the Company.
Refer to the Company’s full year statutory accounts announced to the ASX on 23 September 2021 for Mr Palmer’s
biographical details.
Directors' recommendation and voting intentions
The Directors other than Mr Palmer recommend that Shareholders vote in favour of Resolution 2. Each Director intends to
vote the Shares they control in favour of Resolution 2. Mr Palmer makes no recommendation.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 2.
Resolution 3 – Re-election of Mr Godfrey Gomwe
Clause 14.2 of the Constitution requires that one third of the Company's Directors (or the number nearest one-third, rounded
upwards in case of doubt) must retire at each Annual General Meeting, provided always that no Director (except a
Managing Director) shall hold office for a period in excess of 3 years, or until the third Annual General Meeting following his
or her appointment, whichever is the longer, without submitting himself or herself for re-election.
The Company currently has five Directors (excluding the Managing Director) and accordingly Mr Godfrey Gomwe (the
second longest-serving Director in office since last being re-elected) is retiring in accordance with clause 14.2 of the
Constitution.
A Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election. Mr Gomwe retires by rotation
and offers himself for re-election. He was initially appointed a Director on 16 April 2019, has continuously served as a Director
since his appointment and was last re-elected on 7 June 2019. Mr Gomwe is considered an independent director.
Refer to the Company’s full year statutory accounts announced to the ASX on 23 September 2021 for Mr Gomwe’s
biographical details.
Directors' recommendation and voting intentions
The Directors other than Mr Gomwe recommend that Shareholders vote in favour of Resolution 3. Each Director intends to
vote the Shares they control in favour of Resolution 3. Mr Gomwe makes no recommendation.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 3.
Resolution 4 – Approval to Issue Consideration Shares – Namaqua / Disawell
Background
Jacomynspan Project
In September 2017, the Company (through its wholly owned subsidiary Area Metals Holdings No 3 (Pty) Ltd (AMH3)) entered
into a binding earn-in agreement (Earn-In Agreement) to acquire the earn-in rights over the Jacomynspan Nickel-Copper-
PGE Project (South Africa) (Jacomynspan Project) held by two companies, Namaqua Nickel Mining (Pty) Ltd (Namaqua)
and Disawell (Pty) Ltd (Disawell). Orion’s earn-in right is held via its wholly-owned subsidiary company, Areachap Investments
3 B.V, and its South African subsidiary company, AMH3. AMH3 is the manager and operator of the joint venture.
The Jacomynspan Project, located on the Namaqua and Disawell mining and prospecting rights, contains a significant
intrusive-hosted, sulphide Ni-Cu-PGE Mineral Resource. Importantly, the Mineral Resource remains open along strike and
down-dip, presenting a compelling exploration opportunity.
Since finalising the Earn-In Agreement, AMH3 has advanced exploration programs on the Jacomynspan Project, with
relevant expenditure being recorded in its shareholder loan account. AMH3 has reached the second earn-in right stage,
which, upon receipt of regulatory approval, will entitle AMH3 to increase its shareholding by a further 25% interest (increasing
its total interest to 50%).
Initial Agreement
On 13 July 2020, the Company announced that it had entered into an agreement (Initial Agreement) whereby the
Company (or its nominated subsidiary) would acquire the remaining minority interests in the Jacomynspan Project held by
Namaqua and Disawell from the remaining shareholders in those companies (Namaqua and Disawell Selling Shareholders)
(Transaction).
The motivation for the Company pursuing the Transaction and entering into the Initial Agreement was principally to use this
opportunity to consolidate its interest and simplify its participation in the Jacomynspan Project at a purchase price that was
(and remains) compelling in the climate of prevailing commodity prices.
One of the conditions to the Initial Agreement was that the Company and the Namaqua and Disawell Selling Shareholders
enter into a comprehensive formal written agreement incorporating the principal terms and conditions set out in the Initial
Agreement (Sale Agreement). This Sale Agreement was entered into between the Company, AMH3, the Namaqua and
Disawell Selling Shareholders, Namaqua and Disawell on 31 August 2020.
Sale Agreement
The Sale Agreement provides that:
(a) AMH3 will acquire all of the:
(i) remaining issued shares in Namaqua and Disawell held by the Namaqua and Disawell Selling Shareholders;
and
(ii) claims of any nature which any of the Namaqua and Disawell Selling Shareholders (or their affiliates) may have
against either Namaqua and/or Disawell, including (without limitation) the shareholders’ loans held by each
Namaqua and Disawell Selling Shareholder (or their affiliates) and the founders’ royalty held by each founding
Shareholder,
(collectively, Sale Equity);
(b) the purchase price payable by AMH3 to the Namaqua and Disawell Selling Shareholders for the Sale Equity will be a
total amount of $0.75 million (Purchase Price);
(c) the Purchase Price will be settled by way of the Company issuing its Shares to each Namaqua and Disawell Selling
Shareholder (Consideration Shares), where:
(i) the Purchase Price will be converted into ZAR at the average ZAR/AUD exchange rate in the 30 days prior to
the date on which the last of the Suspensive Conditions (refer below) (Exchange Rate) is fulfilled (Fulfilment
Date); and
(ii) the issue price of the Consideration Shares will be equal to the 30-day VWAP of the Shares traded on the JSE
as at the Fulfilment Date (Issue Price); and
(d) the Consideration Shares will be issued by the Company to the Namaqua and Disawell Selling Shareholders within 10
business days after the Fulfilment Date (against the transfer of the Sale Equity to AMH3) and admitted to trading on
the JSE.
The Sale Agreement is subject to the satisfaction or waiver of specified suspensive conditions. While certain suspensive
conditions have been fulfilled, the Sale Agreement remains subject to the satisfaction or waiver of certain remaining
suspensive conditions of the Sale Agreement (Suspensive Conditions), including that:
(a) on or before 27 February 20221, all regulatory approvals as may be required for the purposes of implementing the
Transaction have been received, including:
(i) approval in terms of section 11 of the Mineral and Petroleum Resources Development Act, 2002;
(ii) approval from the Financial Surveillance Department of the South African Reserve Bank in terms of the
applicable Exchange Controls Regulations; and
(iii) the South African Takeover Regulation Panel grants an exemption in terms of section 119(6) of the South African
Companies Act, 2008 for the Transaction (if and to the extent applicable); and
(b) within 3 business days after the fulfilment (or waiver) of all the remaining Suspensive Conditions, AMH3 and the
Namaqua and Disawell Selling Shareholders confirm in writing to each other that no material adverse event has
occurred in relation to Namaqua or Disawell.
Consideration Shares
The number of Consideration Shares to be issued to the Namaqua and Disawell Selling Shareholders under the Sale
Agreement will depend on the Exchange Rate and the Issue Price at the time of issue of the Consideration Shares. The
Namaqua and Disawell Selling Shareholders do not currently have a relevant interest in any securities in the Company. At
the time of issue, the formula to be used to calculate the number of Consideration Shares is:
1On or about 27 August 2021 AMH3, by way of notice in writing to the Namaqua and Disawell Selling Shareholders extended this date by
180 days, to the current date of 27 February 2022, in accordance with the Sale Agreement.
Purchase Price converted into ZAR at the Exchange Rate
Issue Price
The following table shows the number of Consideration Shares to be issued to the Namaqua and Disawell Selling
Shareholders, assuming a Consideration Share Issue Price of ZAR0.313 and the current exchange rate of 1 ZAR = AUD0.093:
Purchase Price (AUD) Purchase Price (ZAR) Number of Consideration % Shareholding in the
Shares to be issued Company 2
$750,000 ZAR8.06 million 25.77 million 0.6%
Approval sought
As noted above, the Company is proposing to issue the Consideration Shares to the Namaqua and Disawell Selling
Shareholders within 10 business days after the Fulfilment Date. Although the Shareholders previously provided their approval
for the issue of the Consideration Shares at the Annual General Meeting held on 20 November 2020, as it has been more
than 3 months since the date of that meeting, approval from the Shareholders is being re-sought.
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a
listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary
shares it had on issue at the start of that period.
Resolution 4 seeks the required shareholder approval to the issue of the Consideration Shares under and for the purposes of
ASX Listing Rule 7.1.
If Resolution 4 is passed, the Company will be able to proceed with the issue of the Consideration Shares, and discharge its
obligations under the Sale Agreement. In addition, the Consideration Shares will be excluded from the calculation of the
number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.
If Resolution 4 is not passed, the Company will still be able to proceed with the proposed issue of the Consideration Shares,
however, the Consideration Shares will be included in the calculation of the number of equity securities that the Company
can issue without Shareholder approval under ASX Listing Rule 7.1 effectively decreasing the number of equity securities it
can issue without Shareholder approval over the 12 month period following the date of issue of the Consideration Shares.
Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Consideration
Shares to be issued to the Namaqua and Disawell Selling Shareholders:
(a) the Consideration Shares will be issued to the existing minority shareholders in Namaqua and Disawell. None of the
Namaqua and Disawell Selling Shareholders are related parties, or Associates of related parties, of the Company;
(b) the maximum number of Consideration Shares the Company will issue will be calculated in accordance with the
formula noted above;
(c) the Shares are intended to be issued no later than 25 February 2022 (subject to the fulfilment of the remaining
Suspensive Conditions), being the date that is 3 months after the date of the Meeting (or such later date to the
extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the deemed issue price per Share will be an amount equal to the 30-day VWAP of the Shares traded on the JSE as
at the Fulfilment Date;
(e) the Consideration Shares to be issued will be fully paid ordinary shares in the capital of the Company issued on the
same terms and conditions as the Company’s existing Shares;
(f) the Consideration Shares will be issued under the Sale Agreement in satisfaction of the obligation of the Company's
wholly-owned subsidiary, AMH3, to pay the Purchase Price for the acquisition by AMH3 of the remaining shares in
Namaqua and Disawell (being the entities through which an interest in the Jacomynspan Project is held) from the
Namaqua and Disawell Selling Shareholders. As such, no funds will be raised from the issue of the Consideration
Shares;
(g) the Consideration Shares will be issued; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 4. Each Director intends to vote the Shares they
control in favour of Resolution 4.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 4.
Background to Resolutions 5 and 6 – Data Option Agreement and Data Option Exercise Price
2This calculation is based on the Company’s Shares on issue as at the date of this Notice.
As announced on 15 February 2021, the Company entered into an agreement (Data Option Agreement) pursuant to which
certain vendors granted to the Company an option to acquire (Data Option):
• certain historical mine data, files, maps, reports and records in relation to and in the vicinity of the historical copper
mining region known as the Okiep Copper Complex, as well as certain analyses and modelling of such information
(Mining and Exploration Data); and
• the premises at which hard copies of the Mining and Exploration Data is held, and associated land, buildings and
residential accommodation (Premises),
(together, the Mining and Exploration Data and the Premises are Data Option Assets).
The vendors of the Sale Assets are O’Okiep Copper Company Proprietary Limited, O’Okiep Australia Pty Ltd (O'Okiep
Australia) and N7 Transport CC (together, Vendors).
As subsequently announced on 2 August 2021, the Company exercised the Option on 30 July 2021 (Data Option Exercise
Date).
The aggregate purchase price payable by Orion to the Vendors for the Data Option Assets following Orion’s exercise of the
Data Option (Data Option Exercise Price) is as follows:
Data Option Exercise Price
Target Entity Cash Cash or Shares1 Total
Stage 1:
Mining and Exploration Data ZAR3.5 million ZAR2.5 million ZAR6.0 million
Premises ZAR0.5 million --- ZAR0.5 million
Sub-total ZAR4.0 million ZAR2.5 million ZAR6.5 million
Stage 2:
Mining and Exploration Data --- ZAR18.0 million ZAR18.0 million
Premises ZAR0.5 million --- ZAR0.5 million
Sub-total ZAR0.5 million ZAR18.0 million ZAR18.5 million
Total ZAR4.5 million ZAR20.5 million ZAR25.0 million
1. Orion may, at its election, settle the Data Option Exercise Price in cash or Shares (refer below).
The Data Option Exercise Price has and will be settled as follows:
• Stage 1 Cash: was paid within 5 business days following the Data Option Exercise Date.
• Stage 1 Shares: Orion elected to settle the Stage 1 Data Option Exercise Price in Shares and, under the terms of the
Data Option Agreement, issued 4,097,465 million Shares at an issue price of $0.034 per Share (Data Option Stage 1
Shares) on 4 August 2021.
• The Data Option Exercise Price payable in respect of the Stage 1 Mining and Exploration Data was reduced by the
option fee of ZAR1.0 million to ZAR1.5 million.
• Stage 2 Cash: is payable on or before 12 February 2022.
• Stage 2 Shares: Where Orion elects to settle the Stage 2 Data Option Exercise Price in Shares, the Shares will be
issued on or before 12 February 2022 on the same terms as those Shares issued by Orion in Stage 1, above (Data
Option Stage 2 Shares).
The Stage 2 Data Option Exercise Price payable in respect of the Premises shall be adjusted to account for certain expenses,
rates, taxes and levies incurred up to the date of registration of the transfer.
For key terms of the Data Option Exercise Price payable by Orion following the exercise of the Data Option to acquire the
Data Option Assets, refer to Orion’s ASX / JSE announcements, released on 15 February 2021 and 2 August 2021.
Resolution 5 – Ratification of Prior Issue – Data Option Stage 1 Shares
Ratification sought
Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Data Option Stage 1 Shares.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 4 on page 11 above.
The issue of the Data Option Stage 1 Shares does not fit within any of the exceptions to ASX Listing Rule 7.1 and, as it has not
yet been approved by the Shareholders, it effectively utilises part of the 15% limit in ASX Listing Rule 7.1, reducing the
Company's capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12-
month period following the issue date.
ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been
made or agreed to be made (provided that the previous issue did not breach ASX Listing Rule 7.1). If they do, the issue is
taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the company's capacity to issue further
equity securities without shareholder approval under that ASX Listing Rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future, including
any Shares to be issued as part of the Data Option Stage 2 Shares, without having to obtain Shareholder approval for such
issues under ASX Listing Rule 7.1. To this end, Resolution 5 seeks Shareholder ratification under and for the purposes of ASX
Listing Rule 7.4 of the issue of the Data Option Stage 1 Shares.
If Resolution 5 is passed, the Data Option Stage 1 Shares will be excluded in calculating the Company's 15% limit under ASX
Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-
month period following the date of issue of the Data Option Stage 1 Shares.
If Resolution 5 is not passed, the Data Option Stage 1 Shares will be included in calculating the Company's 15% limit under
ASX Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder
approval over the 12-month period following the date of issue of the Data Option Stage 1 Shares, being 4 August 2021.
Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Data Option
Stage 1 Shares:
(a) the Shares were issued to O’Okiep Australia. O’Okiep Australia is not a related party or an Associate of a related
party of the Company;
(b) 4,097,465 Shares were issued;
(c) the Data Option Stage 1 Shares issued were all fully paid ordinary shares in the capital of the Company issued on
the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued on 4 August 2021;
(e) the deemed issue price was $0.034 per Share;
(f) the Company did not receive any funds from the issue as the Data Option Stage 1 Shares were issued as part of
consideration payable for the Data Option Assets under the Data Option Agreement, as summarised in the
Background to Resolutions 5 and 6 above; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 5. Each Director intends to vote the Shares they
control in favour of Resolution 5.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 5.
Resolution 6 – Approval to Issue Shares – Data Option Stage 2 Shares
Approval sought
As noted above, the Company is proposing to issue the Data Option Stage 2 Shares to O’Okiep Australia.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 4 on page 11 above.
As noted under Resolution 5, the Company wishes to retain as much flexibility as possible to issue additional equity securities
into the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1. To this end, Resolution
6 seeks the required Shareholder approval for the issue of the Data Option Stage 2 Shares under and for the purposes of
ASX Listing Rule 7.1.
If Resolution 6 is passed, the Company will be able to proceed with the issue of the Data Option Stage 2 Shares and
discharge its obligations under the Data Option Agreement. In addition, the Data Option Stage 2 Shares will be excluded
from the calculation of the number of equity securities that the Company can issue without Shareholder approval under
ASX Listing Rule 7.1.
If Resolution 6 is not passed, the Company will still be able to proceed with the proposed issue of the Data Option Stage 2
Shares, however, the Data Option Stage 2 Shares will be included in the calculation of the number of equity securities that
the Company can issue without Shareholder approval under ASX Listing Rule 7.1, effectively decreasing the number of
equity securities it can issue without Shareholder approval over the 12-month period following the date of issue of the Data
Option Stage 2 Shares.
Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Data Option
Stage 2 Shares to be issued to O’Okiep Australia:
(a) the Data Option Stage 2 Shares will be issued to O’Okiep Australia. O’Okiep Australia is not a related party or an
Associate of a related party of the Company;
(b) the maximum number of Data Option Stage 2 Shares the Company will issue will be 49,169,580;
(c) the Data Option Stage 2 Shares are intended to be issued on or around 12 February 2022, but will be issued no later
than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules);
(d) the deemed issue price per Data Option Stage 2 Share will be $0.034 per Share;
(e) the Data Option Stage 2 Shares to be issued will be fully paid ordinary shares in the capital of the Company issued
on the same terms and conditions as the Company’s existing Shares;
(f) the Data Option Stage 2 Shares will be issued under the Data Option Agreement in satisfaction of the obligation of
the Company to settle the balance of the Data Option Exercise Price. As such, no funds will be raised from the issue
of the Data Option Stage 2 Shares;
(g) the Company will not receive any funds from the issue as the Data Option Stage 2 Shares will be issued as part of
the consideration payable for the Data Option Assets under the terms of the Data Option Agreement, as
summarised in the Background to Resolutions 5 and 6 above; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 6. Each Director intends to vote the Shares they
control in favour of Resolution 6.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 6.
Resolution 7 – Approval to Issue Shares – OCP Consideration Shares
Background
As set out in the announcements by the Company on 2 February 2021 and 2 August 2021, the Company exercised a
restructured option to directly acquire the mineral rights and other assets held by Southern African Tantalum Mining (Pty)
Ltd (SAFTA), Nababeep Copper Company (Pty) Ltd (NCC) and Bulletrap Copper Co (Pty) Ltd (BCC) (collectively the Target
Entities), rather than acquire the shares in the Target Entities themselves (OCP Sale Assets) (OCP Transaction).
It is intended that the OCP Sale Assets will be acquired by two newly formed Orion subsidiary companies, namely New
Okiep Exploration Company (Pty) Ltd (initially 100% Orion-owned) and the New Okiep Mining Company (Pty) Ltd (initially
56.3% owned by Orion and 43.7% owned by Industrial Development Corporation (IDC)). Both of these entities will in future
include empowerment partners in compliance with the Mining Charter 2018.
Transaction Agreements
In order to record the terms and conditions pursuant to which Orion would acquire the OCP Sale Assets, on or about 31 July
2021, Orion entered into:
• a Transaction Cooperation Agreement with the Target Entities; and
• a separate Asset Acquisition Agreement with, amongst others, each of the Target Entities and their respective
shareholders (collectively, the OCP Selling Shareholders),
(collectively, the Transaction Agreements).
In terms of the Transaction Agreements:
• the aggregate purchase consideration payable by the Company (or its subsidiaries) to the respective shareholders
of the Target Entities (excluding the IDC) for the OCP Sale Assets is ZAR76.5 million (approximately $7.1 million) (OCP
Purchase Consideration);
• the OCP Purchase Consideration is to be settled as ZAR18.4 million in cash and ZAR58.1 million in Shares (OCP Share
Consideration);
• the issue price of the Shares in settlement of the OCP Share Consideration will be equal to the 30-day VWAP of the
Shares traded on the ASX and the JSE in the period ending on the date that is the earlier of:
o the closing date of the applicable part of the relevant OCP Transaction; and
o 30 days after the date on which the last specified mineral right is granted in respect of the Target Entity that is
the subject of that transaction,
(Issue Price).
• The Company will pre-pay a portion of the OCP Purchase Consideration (Pre-Payment) to the OCP Selling
Shareholders with effect from the date that is 90 days after the date on which the last mineral right is granted in
respect of the Target Entity that is the subject of that transaction until the closing date of the OCP Transaction
concerned. The Pre-Payment amount is ZAR350,000 in respect of the SAFTA transaction and ZAR250,000 in respect
of each of the NCC transaction and the BCC transaction. The aggregate of the Pre-Payments is deducted from
the OCP Share Consideration, in accordance with the formula set out under Resolution 7 below.
• In addition to the OCP Purchase Consideration, the OCP Selling Shareholders will be entitled to a conditional
deferred payment (Agterskot). The Agterskot will be calculated on the basis of the number of tonnes of Mineral
Resources published by Orion in relation to the Mineral Projects in compliance with the JORC Code, estimated with
reference to the relevant cut-off grade, less the tonnes of the baseline JORC Code Mineral Resource.
For additional information on the salient details of the Transaction Agreements, refer to Orion’s ASX / JSE announcement,
released on 2 August 2021.
Having executed the Transaction Agreements, the Company is bound to issue the OCP Share Consideration to the OCP
Selling Shareholders, in proportion to their shareholding in each of the Target Entities at the Issue Price.
OCP Consideration Shares
The number of Shares to be issued to the OCP Selling Shareholders in settlement of the OCP Share Consideration under the
Transaction Agreements (OCP Consideration Shares) will be determined with reference to the following formula:
OCP Share Consideration – Pre-Payments
Issue Price
The following table shows the number of OCP Consideration Shares to be issued to the OCP Selling Shareholders, assuming
a Consideration Share Issue Price of $0.028 and the current exchange rate of 1 ZAR = AUD0.091:
Purchase Price (ZAR) Number of Consideration Shares to be issued % Shareholding in the Company3
ZAR58.1 million 188.08 million 4.2%
Approval sought
As noted above, the Company is proposing to issue the OCP Consideration Shares to the OCP Selling Shareholders.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 4 on page 11 above.
Resolution 7 seeks the required shareholder approval under and for the purposes of ASX Listing Rule 7.1 for the issue of the
OCP Consideration Shares.
If Resolution 7 is passed, the Company will be able to proceed with the issue of the OCP Consideration Shares and discharge
its obligations under the Transaction Agreements. In addition, the OCP Consideration Shares will be excluded from the
calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing
Rule 7.1.
If Resolution 7 is not passed, the Company will still be able to proceed with the proposed issue of the OCP Consideration
Shares, however, the OCP Consideration Shares will be included in the calculation of the number of equity securities that
the Company can issue without Shareholder approval under ASX Listing Rule 7.1, effectively decreasing the number of
equity securities it can issue without Shareholder approval over the 12-month period following the date of issue of the OCP
Consideration Shares.
Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the OCP
Consideration Shares to be issued to the OCP Selling Shareholders:
(a) the OCP Consideration Shares will be issued to the OCP Selling Shareholders. None of the OCP Selling Shareholders
is a related party or an Associate of a related party of the Company;
(b) the maximum number of OCP Consideration Shares the Company will issue will be calculated in accordance with
the formula noted above;
(c) the issue of the OCP Consideration Shares is subject to completion of the OCP Transaction, which is subject to
satisfaction of a number of suspensive conditions (including South African regulatory approvals). As such, the
proposed date of issue is not currently known, but the OCP Consideration Shares will be issued no later than 3
months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification
of the ASX Listing Rules);
(d) the deemed issue price per OCP Consideration Share will be an amount equal to the 30-day VWAP of the Shares
traded on the ASX and JSE in the period ending on the date that is the earlier of:
(i) the closing date of the applicable part of the relevant OCP Transaction; and
(ii) 30 days after the date on which the last specified mineral right is granted in respect of the Target Entity that
is the subject of that transaction (Issue Price);
(e) the OCP Consideration Shares to be issued will be fully paid ordinary shares in the capital of the Company issued
on the same terms and conditions as the Company’s existing Shares;
(f) the OCP Consideration Shares will be issued under the Transaction Agreements in satisfaction of the obligation of
the Company to settle the OCP Share Consideration in partial payment for the acquisition of the OCP Sale Assets
from the Target Entities. As such, no funds will be raised from the issue of the OCP Consideration Shares;
3This calculation is based on the Company’s Shares on issue as at the date of this Notice.
(g) the Company will not receive any funds from the issue as the OCP Consideration Shares will be issued as part of the
consideration payable for the OCP Sale Assets under the terms of the Transaction Agreements, as summarised in
the Background to Resolution 7, above; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 7. Each Director intends to vote the Shares they
control in favour of Resolution 7.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 7.
Glossary
$ means Australian dollars.
Annual General Meeting or Meeting means the meeting convened by the Notice.
Associate has the meaning given in the ASX Listing Rules.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
AUD means Australian dollar.
AWST means Australian Western Standard Time.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day,
Boxing Day, and any other day that ASX declares is not a business day.
Chair or Chairman means the chairperson of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced
by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).
Company or Orion means Orion Minerals Ltd (ACN 098 939 274).
Constitution means the Company’s constitution, as amended from time to time.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Disawell means Disawell (Pty) Ltd.
Explanatory Memorandum means the explanatory memorandum accompanying the Notice.
JSE means the Johannesburg Stock Exchange.
Key Management Personnel means those people who have authority and responsibility for planning, directing and
controlling the activities of the Company or the Company’s group, whether directly or indirectly. Members of the Key
Management Personnel include Directors (both executive and non-executive) and certain senior executives.
Namaqua means Namaqua Nickel Mining (Pty) Ltd.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.
OCP means Okiep Copper Project.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual
financial report for the year ended 30 June 2021.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
SA Time means South African time.
SENS means the JSE news service.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a member of the Company from time to time.
Share Registry means Link Market Services Limited or JSE Investor Services (Pty) Ltd (as applicable).
VWAP means volume weighted average price.
ZAR means South African Rand.
21 October 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: 21-10-2021 10:10:00
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,
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