Wrap Text
Share Purchase Plan
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 Purchase Plan
- Share Purchase Plan to provide eligible shareholders with the opportunity to subscribe for new Shares
in parcels starting from $2,000 (or ZAR20,000) up to a maximum of $30,000 (approximately ZAR330,000)
at an issue price of $0.02 per Share (or ZAR22 cents). This will provide existing shareholders with the
opportunity to participate in the capital raise at the same offer price as the Shares issued under the
Placement.
- Funds will be used primarily to progress the development of Prieska, including the commencement
of mine dewatering and the completion of feasibility studies for the Early Production Scenario.
Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) announced on 22 June 2022 that it is
undertaking a capital raising to underpin the next phase of development of its portfolio of advanced base
metal assets in South Africa’s Northern Cape Province and that it has received firm commitments for the first
two tranches ($6 million) of a three-tranche Placement targeting up to $20 million, to underpin its Early
Production Strategy at the flagship Prieska Copper-Zinc Project.
The capital raising, which is being conducted via a three-tranche placement to sophisticated and professional
investors (Placement), comprises the issue of up to 1,000 million ordinary shares (Share) at an issue price of 2.0
cents (or ZAR22 cents) per Share and, in respect of the first two tranches, the issue of up to 151 million free
attaching options. Orion also announced that it is undertaking a share purchase plan to raise up to $3 million
(SPP), providing shareholders an opportunity to increase their shareholding in Orion.
Orion is pleased to provide a copy of the SPP Offer Booklet and Application Form. The Company is offering its
shareholders with a registered address in Australia, South Africa, New Zealand, the European Union (Germany
and Netherlands), Jersey (Channel Islands), Mauritius, Seychelles, Singapore and the United Kingdom as at
7:00pm (Melbourne time) on 21 June 2022 (Eligible Shareholders) the opportunity to Shares under a SPP.
Purpose of the SPP
The SPP offer will give Eligible Shareholders the opportunity to participate in the Company's capital raising at
the same offer price as the Shares issued under the Placement.
It is intended that the proceeds of the SPP will be used by Orion principally to progress the development of the
Company’s Prieska Copper-Zinc Mine, including the commencement of mine dewatering and the completion
of feasibility studies for the Prieska Copper-Zinc Mine Early Production Scenario, progress the Okiep Copper
Project feasibility study, and battery precursor product production test work on Jacomynspan nickel-copper-
cobalt PGE project, in the Northern Cape of South Africa and related activities and otherwise for general
working capital purposes.
Details of the SPP
The SPP will open today and is expected to close on 5 August 2022. Under the SPP, each Eligible Shareholder
will be entitled to apply for parcels of new Shares from a minimum parcel of $2,000 (or ZAR20,000) up to a
maximum of $30,000 (approximately ZAR330,0001) without incurring brokerage or transaction costs. The issue
price will be 2.0 cents per Share (being ZAR22 cents). This represents a 13% discount to the volume weighted
average price of Orion’s shares on the ASX during the 5 trading days immediately prior to the announcement
date of the SPP.
1 Based on the A$:ZAR exchange rate on 22 June 2022 of 1:11 (rounded). If you apply in ZAR, the maximum value of New Shares for which you will be able to apply
(being A$30,000) will be determined by reference to the A$:ZAR exchange rate published by Oanda on its website at 7:00pm Melbourne time on the Closing Date.
The Company will issue up to150 million SPP Shares under the SPP at an issue price of 2.0 cents per Share (ZAR22
cents) (being the same issue price as Shares issued under the Placement (refer above)). The Company is
seeking to raise up to $3 million from the issue of SPP Shares. The Company, however, reserves the absolute
discretion to determine the final amount raised under the SPP and may accept oversubscriptions or scale
back any application at Board's discretion.
The SPP Shares will be issued at 2.0 cents per Share (ZAR22 cents). All SPP Shares will be quoted on either the
ASX or JSE (for South African Eligible Shareholders) and will rank equally with other fully paid ordinary shares on
issue. No shareholder approval is necessary in respect of the Shares issued under the terms of the SPP.
A copy of the SPP booklet containing further details of the SPP and Application Form is attached to this
announcement as Appendix 1 and is in the process of being dispatched to Eligible Shareholders. Key dates
of the SPP are set out in the timetable below. Eligible Shareholders should read the SPP booklet before
deciding whether to participate in the SPP.
Timetable2
Record Date 7:00pm (Melbourne time) on 21 June 2022
Share Purchase Plan offer opens 28 June 2022
Share Purchase Plan offer closes 7:00pm (Melbourne time) and 10:00am
(South African time) on 5 August 2022
Share Purchase Plan allocation announcement and Scale-back (if any) 12 August 2022
Issue Date 12 August 2022
Quotation of New Shares 15 August 2022
Dispatch of holding statements (ASX) 15 August 2022
2 Orionmay vary any of the above dates in its absolute discretion by lodging a revised timetable with the ASX and
the JSE and Orion reserves the right to extend the Closing Date by up to 10 business days.
Errol Smart
Managing Director and CEO
28 June 2022
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
Disclaimer
This release may include forward-looking statements. Such forward-looking statements may include, among other things,
statements regarding targets, estimates and assumptions in respect of metal production and prices, operating costs and
results, capital expenditures, mineral reserves and mineral resources and anticipated grades and recovery rates, and are
or may be based on assumptions and estimates related to future technical, economic, market, political, social and other
conditions. These forward-looking statements are based on management’s expectations and beliefs concerning future
events. Forward-looking statements inherently involve subjective judgement and analysis and are necessarily subject to
risks, uncertainties and other factors, many of which are outside the control of Orion. Actual results and developments may
vary materially from those expressed in this release. Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. Orion makes no undertaking to subsequently update or revise the forward-
looking statements made in this release to reflect events or circumstances after the date of this release. All information in
respect of Exploration Results and other technical information should be read in conjunction with Competent Person
Statements in this release (where applicable). To the maximum extent permitted by law, Orion and any of its related bodies
corporate and affiliates and their officers, employees, agents, associates and advisers:
• disclaim any obligations or undertaking to release any updates or revisions to the information to reflect any change
in expectations or assumptions;
• do not make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the
information in this release, or likelihood of fulfilment of any forward-looking statement or any event or results expressed
or implied in any forward-looking statement; and
• disclaim all responsibility and liability for these forward-looking statements (including, without limitation, liability for
negligence).
Orion Minerals Ltd
ACN 098 939 274
Share Purchase Plan Booklet
Not for release to US wire services or distribution in the United States
CHAIRMAN'S LETTER
28 June 2022
Dear Shareholder,
Orion Minerals Ltd Share Purchase Plan
On 22 June 2022, Orion Minerals Ltd ACN 098 939 274 (Orion or Company) announced that it is undertaking a capital
raising to underpin the next phase of development of its portfolio of advanced base metal assets in South Africa’s Northern
Cape Province.
The capital raising, which pursuant to Section 708A of the Corporations Act 2001, is being conducted via a three-tranche
placement to sophisticated and professional investors and targeting up to A$20 million (Placement), comprises up to 1,000
million fully paid ordinary shares (Share) at an issue price of A$0.02 (being ZAR22 cents) per Share and, in respect of the
first two tranches, the issue of up to ~151 million free attaching options. Orion has received firm commitments for the first
two tranches (~A$6 million). Orion also announced that it would undertake a share purchase plan to raise up to A$3 million
(Share Purchase Plan).
On behalf of the Board, I am pleased to offer you, as an existing shareholder of the Company, the opportunity to
participate in the Share Purchase Plan (Offer). The Share Purchase Plan allows you to apply to purchase up to A$30,000
(approximately ZAR330,0001) worth of ordinary shares (New Shares) (subject to scale back at Orion’s absolute discretion)
without brokerage or other transaction costs. Please give your urgent attention to this Offer as it closes at 7:00pm
(Melbourne time) and 10:00am (South African time) on 5 August 2022.
The Share Purchase Plan has been designed to allow shareholders to subscribe for New Shares up to a maximum of
A$30,000 (approximately ZAR330,000) per shareholder at the same offer price as the Shares under the Placement, without
having to pay brokerage or other costs that would normally apply to an on-market purchase of Shares. The minimum
application amount is A$2,000 (or ZAR20,000). The Offer applies irrespective of the number of Shares currently held by the
eligible shareholder.
The maximum amount proposed to be raised under the Share Purchase Plan is A$3 million (Maximum Amount). The
Company, however, reserves the absolute discretion to determine the final amount raised under the Share Purchase Plan.
The proceeds of the Share Purchase Plan will be used by Orion to progress the development of the Company’s Prieska
Copper-Zinc Mine, including the commencement of mine dewatering and the completion of feasibility studies for the
Prieska Copper-Zinc Mine early production scenario, progress the Okiep Copper Project feasibility study, and battery
precursor product production test work on Jacomynspan nickel-copper-cobalt PGE project, in the Northern Cape of South
Africa and related activities and otherwise for general working capital purposes.
The Share Purchase Plan provides the opportunity to increase your investment in Orion at an issue price (SPP Price) of
A$0.02 (or ZAR0.22) per New Share which represents a 13% discount to the volume weighted average price (VWAP) of the
Company’s Shares on the Australian Securities Exchange (ASX) during the 5 trading days immediately prior to the date on
which the Offer was announced.
The Share Purchase Plan also provides an opportunity to any existing shareholder holding an unmarketable parcel of
Shares on the ASX (being less than A$500 worth of Shares) to increase their holdings without incurring transaction costs.
Participation in the Share Purchase Plan is optional and is open exclusively to eligible shareholders of the Company in
Australia, South Africa, New Zealand, the European Union (Germany and Netherlands), Jersey (Channel Islands), Mauritius,
Seychelles, Singapore and the United Kingdom who were holders of Shares at 7:00pm (Melbourne time) on 21 June 2022
(Record Date).
The Offer is personal to you and is non-renounceable and cannot be transferred to another person.
The Offer of New Shares under this Share Purchase Plan is made in accordance with ASIC Corporations (Share and Interest
Purchase Plans) Instrument 2019/547 and therefore does not require a prospectus for the purposes of Chapter 6D of the
Corporations Act.
1Based on the A$:ZAR exchange rate on 22 June 2022 of 1:11 (rounded). If you apply in ZAR, the maximum value of New Shares for which you will
be able to apply (being A$30,000) will be determined by reference to the A$:ZAR exchange rate published by Oanda on its website at 7:00pm
Melbourne time on the Closing Date.
Important information regarding potential Scale-back in the Share Purchase Plan
• The Share Purchase Plan is intended to raise up to the Maximum Amount and entitles eligible
shareholders, irrespective of the size of their shareholding, to purchase up to A$30,000 (approximately
ZAR330,000) worth of New Shares at a subscription price of A$0.02 (or ZAR0.22) per New Share. If
subscriptions received by Orion under the Share Purchase Plan exceed the Maximum Amount, or such
other amount determined by the Directors, Orion may elect to scale back the maximum number of
New Shares issued to each shareholder to the extent and in the manner that it sees fit in its absolute
discretion (Scale-back). If you apply for a ZAR amount of New Shares and the exchange rate varies
such that the dollar amount you applied for exceeds A$30,000 (being the maximum limit under ASIC
Corporations (Share and Interest Purchase Plans) Instrument 2019/547) (ASIC Instrument), New Shares
having a total issue price equal to A$30,000 will be issued to you and you will be refunded the excess
cash amount (without interest).
• You may be allocated New Shares to a value which is significantly less than the parcel which you
applied for and the difference will be refunded to you without any interest.
• Orion may Scale-back the maximum number of New Shares issued to each shareholder in its absolute
discretion. Orion may take into consideration the size of an applicant’s shareholding when
determining the amount of any potential Scale-back and therefore the extent of the Scale-back may
differ between applications.
• Should a shareholder be Scaled-back the excess applications monies will be refunded to the
shareholder without interest.
• Shareholders should keep this potential Scale-back in mind when deciding how much to apply for
under the Share Purchase Plan.
How to apply
If you are an eligible shareholder and wish to participate in the Share Purchase Plan, you may apply to purchase New
Shares up to a maximum of A$30,000 (approximately ZAR330,000) at the SPP Price. The minimum application amount is
A$2,000 (or ZAR20,000).
For non-South African resident eligible shareholders, you can apply by either:
• completing the enclosed Application Form as instructed and returning it to the address indicated on the form,
together with your payment; or
• making payment directly by BPAY® in accordance with the details on the Application Form.
BPAY® payments must be made from an Australian dollar account of an Australian financial institution.
For South African resident eligible shareholders, you can apply by:
• completing the enclosed Application Form as instructed and returning it to the address indicated on the form;
and
• making payment in accordance with the details on the Application Form.
Your application and payment must be received by 7:00pm (Melbourne time) and 10:00am (South African time) on 5
August 2022 (Closing Date).
Raising Amount and Scale-back
The Maximum Amount proposed to be raised under the Share Purchase Plan is A$3 million. The Company, however,
reserves the absolute discretion to determine the final amount raised under the Share Purchase Plan.
The Company may in its discretion accept oversubscriptions above this amount, subject to compliance with the ASX Listing
Rules and ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.
The Company may also in its discretion undertake a Scale-back. When applying under the Share Purchase Plan, please
be aware of the potential for a Scale-back as it may impact the number of New Shares you receive. If there is a Scale-
back, your application monies may be greater than the value of the New Shares you will be issued. In such event, the
excess application monies will be refunded to you without interest.
For example, if you apply for A$20,000 of New Shares and Orion scales back your allocation to A$16,000 of New Shares
(rounded down to the nearest whole number of New Shares), you will receive a refund of A$4,000 without interest.
Timetable2
Record Date 7:00pm (Melbourne time) on 21 June 2022
Share Purchase Plan offer opens 28 June 2022
Share Purchase Plan offer closes 7:00pm (Melbourne time) and 10:00am (South
African time) on 5 August 2022
Share Purchase Plan allocation announcement and 12 August 2022
Scale-back (if any)
Issue Date 12 August 2022
Quotation of New Shares 15 August 2022
Dispatch of holding statements (ASX) 15 August 2022
2Orion may vary any of the above dates in its absolute discretion by lodging a revised timetable with the ASX and the JSE and Orion
reserves the right to extend the Closing Date by up to 10 business days.
Important information
This Booklet contains further information about the Share Purchase Plan. The Board urges you to read this Booklet carefully
and in its entirety before deciding whether to participate in the Share Purchase Plan. If you are in any doubt about the
course of action you should follow, you should consult your financial, taxation or other professional adviser before
participating in the Share Purchase Plan.
Orion’s current Share price can be obtained from the ASX and JSE website (ASX/JSE Code: ORN) and is listed in the financial
and business section of major daily newspapers circulated in Australia.
For further information about the Share Purchase Plan or how to apply, please contact Orion on +61 3 8080 7170 (Australia)
or 0861472644 (local South Africa) and +27 11 0290112 (international South Africa).
On behalf of the Board, I thank you for your continued support of Orion.
Yours faithfully,
Denis Waddell
Chairman
Orion Minerals Ltd
These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. These materials have
been prepared for publication in Australia, New Zealand, South Africa, the European Union (Germany and Netherlands), Jersey (Channel
Islands), Mauritius, Seychelles, Singapore and the United Kingdom only and may not be sent or disseminated in, distributed or released,
directly or indirectly, in the United States or elsewhere outside such jurisdictions. The New Shares have not been, and will not be, registered
under the U.S. Securities Act of 1933 (U.S. Securities Act) or under the securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold or otherwise transferred in the United States except in compliance with the registration requirements of the
U.S. Securities Act and any other applicable state securities laws or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The New Shares may only be offered and sold
outside the United States in “offshore transactions” (as defined in Regulation S under the U.S. Securities Act) in compliance with the U.S.
Securities Act and laws of the jurisdictions in which the New Shares are offered and sold.
FREQUENTLY ASKED QUESTIONS
1. What is the Share Under the Share Purchase Plan, eligible shareholders have an opportunity to apply
Purchase Plan? to subscribe for up to A$30,000 worth of New Shares at an issue price of A$0.02 (or
ZAR0.22) per New Share (SPP Price) which represents a 13% discount to the volume
weighted average price (VWAP) of the Company’s Shares on the Australian
Securities Exchange (ASX) during the 5 trading days immediately prior to the
announcement date of the Offer.
2. Am I an eligible You are an eligible shareholder if you were a holder of Shares on the Record Date
shareholder? (7:00pm (Melbourne time) on 21 June 2022) and have a registered address in
Australia, South Africa, New Zealand the European Union (Germany and
Netherlands), Jersey (Channel Islands), Mauritius, Seychelles, Singapore or the
United Kingdom and are eligible to participate in the Offer under the applicable
laws in those jurisdictions (see section 9 of the “Other Terms and Conditions” section
in this Booklet). If you hold Shares on behalf of persons who reside outside those
jurisdictions, or are in the United States, you are not an eligible shareholder and are
not entitled to participate in the Share Purchase Plan.
If you are a joint holder of Shares or have multiple holdings of Shares, please refer to
section 2 in the “Other Terms and Conditions” section of this Booklet for further
information.
3. How are custodians Please refer to section 3 in the “Other Terms and Conditions” section of this Booklet
and nominees treated for information on eligibility for custodian and nominee shareholders.
under the Share
Purchase Plan?
4. What are the key
dates of the Share Record Date 7:00pm (Melbourne time) on 21 June
Purchase Plan? 2022
Share Purchase Plan offer opens 28 June 2022
Share Purchase Plan offer closes 7:00pm (Melbourne time) and 10:00am
(South African time) on 5 August 2022
Share Purchase Plan allocation 12 August 2022
announcement and Scale-back (if
any)
Issue Date 12 August 2022
Quotation of New Shares 15 August 2022
Dispatch of holding statements (ASX) 15 August 2022
Orion may vary any of the above dates in its absolute discretion by lodging a
revised timetable with the ASX and JSE and Orion reserves the right to extend the
Closing Date by up to 10 business days.
5. How much can I If you are an eligible shareholder and wish to participate in the Share Purchase Plan,
invest? you may apply to purchase New Shares up to a maximum of A$30,000
(approximately ZAR330,000) at the SPP Price, with the minimum application amount
being A$2,000 (or ZAR20,000).
Each eligible shareholder may only acquire a maximum of A$30,000 (approximately
ZAR330,000) worth of New Shares under the Share Purchase Plan, irrespective of the
number of Shares they currently hold. This limitation applies even if you receive more
than one Application Form, or if you hold Shares in more than one capacity.
The minimum application amount is A$2,000 (or ZAR20,000).
The maximum application amount is A$30,000 (approximately ZAR330,000).
The maximum application amount above is an Australian dollar amount. If you apply
for a ZAR amount of New Shares, Orion will convert the ZAR amount to an Australian
dollar amount at the A$:ZAR exchange rate published by Oanda on its website at
7:00pm Melbourne time AEST on the Closing Date.
If you apply for a ZAR amount of New Shares and the exchange rate varies such that
the dollar amount you applied for exceeds A$30,000 (being the maximum limit
under the ASIC Instrument, New Shares having a total issue price equal to A$30,000
will be issued to you and you will be refunded the excess cash amount (without
interest).
6. How do I apply? The Application Form allows you to apply for New Shares offered under this Share
Purchase Plan.
You can apply through one of the following methods:
For non-South African resident eligible shareholders
Option 1
Complete the enclosed Application Form as instructed and return it to the address
indicated on the form, together with your payment.
Option 2
You can make a payment by BPAY®. To do this, you must use the unique identifier
shown on the Application Form as the customer reference number when making
payment. If you make your payment with BPAY® you do not need to return your
Application Form.
BPAY® payments must be made from an Australian dollar account of an Australian
financial institution.
Note: By using the BPAY® facility to apply for New Shares, you represent that the
total of the application price for the following does not exceed A$30,000:
• the New Shares the subject of your application;
• any other New Shares or Shares issued under any similar arrangement to the
Share Purchase Plan in the 12 months before the date of your application;
• any other New Shares which you have instructed a custodian to acquire on
your behalf under the Share Purchase Plan; and
• any other Shares issued to a custodian under an arrangement similar to the
Share Purchase Plan in the 12 months before the date of your application
under the Share Purchase Plan as a result of an instruction given by you to
the custodian or another custodian and which resulted in you holding
beneficial interests in such Shares.
Non-South African resident eligible shareholders must ensure that their application
and payment is received by 7:00pm (Melbourne time) and 10:00am (South African
time) on 5 August 2022.
For South African resident eligible shareholders
Complete the enclosed Application Form as instructed and return it to the address
indicated on the form and make a payment in accordance with the details on the
Application Form using the unique identifier shown on the Application Form as the
customer reference when making payment. The Application Form also provides
information on the FICA documentation that is required to be submitted along with
the Application Form.
You will not be able to withdraw or revoke your application or payment once you
have submitted it or made it or change the amount of New Shares you have applied
for.
South African resident eligible shareholders must ensure that their application and
payment is received by 7:00pm (Melbourne time) and 10:00am (South African time)
on 5 August 2022.
7. What is the If subscriptions received by Orion exceed the Maximum Amount, or such other
Scale-back? amount determined by the Directors, Orion may elect to scale back the maximum
number of New Shares issued to each shareholder at its absolute discretion. Orion
may give consideration to the size of the applicant’s current shareholding when
determining the amount of any potential Scale-back and therefore the extent of
the Scale-back may differ between applications.
Please refer to section 3.6 in the “Other Plan Terms and Conditions” section of this
Booklet for further information in relation to Scale-back.
8. What rights will the New Shares will rank equally in all respects with existing Shares quoted on the ASX
New Shares have? and JSE, with the same voting rights, dividend / distribution rights and other
entitlements from issue.
9. Will the New Shares Yes. Orion will apply for the New Shares to be issued under the Share Purchase Plan
be quoted? to be quoted on the ASX or JSE (for South African resident eligible shareholders).
10. Is the Share Purchase No.
Plan underwritten?
11. Can I transfer my As the Share Purchase Plan is non-renounceable, your rights under the Share
rights under the Share Purchase Plan are personal to you and cannot be transferred to another person.
Purchase Plan?
12. Will there be No brokerage or other transaction costs will apply to the application for, and issue
brokerage and other of, New Shares under the Share Purchase Plan.
transaction costs?
OTHER TERMS AND CONDITIONS
IMPORTANT NOTICE
If you apply to participate in the Share Purchase Plan, you should be aware, and accept the risk, that the market price of
Shares may change between the date of the Share Purchase Plan offer and the date when New Shares are issued to you
under the Share Purchase Plan. As such, it is possible that, up to or after the date you receive New Shares under the Share
Purchase Plan, you may be able to buy Shares on the ASX/JSE at a lower price than under the Share Purchase Plan. We
encourage you to seek your own professional advice regarding your participation in the Share Purchase Plan.
By submitting your payment for New Shares under the Share Purchase Plan via BPAY®, you certify and represent to the
Company that the total of the application price for New Shares under current and previous plan purchases (as that term
is defined below) is not more than A$30,000 (approximately ZAR330,000).
1. Acknowledgements
1.1 If you complete and return an Application Form or submit a BPAY® payment:
(a) you acknowledge that you have read and irrevocably and unconditionally agree to the terms and
conditions in this Booklet in full and you agree not to do any act or thing which would be contrary to the
intention or purpose of the Share Purchase Plan;
(b) you acknowledge that you are an eligible shareholder and that you are lawfully permitted to accept the
offer under the Share Purchase Plan, and participate in the Share Purchase Plan;
(c) if you are a New Zealand eligible shareholder, you continued to hold Shares as at the opening of the Share
Purchase Plan offer on 28 June 2022;
(d) you acknowledge and agree that you do not reside outside Australia, South Africa, New Zealand the
European Union (Germany and Netherlands), Jersey (Channel Islands), Mauritius, Seychelles, Singapore or
the United Kingdom and that you are not in the United States, or a person acting on the account of a
person in the United States;
(e) if you are a trustee or nominee and are the registered holder of Shares (and this is expressly noted on the
share register of Orion) and hold Shares on account of another person (Beneficiary), you acknowledge that
the Beneficiary will be taken to be the registered holder of those Shares and any application, certification
or issue of New Shares to you (as trustee or nominee) will be taken to be an application, certification by, or
an issue to, the Beneficiary;
(f) if you are acting as a trustee, custodian or nominee, you acknowledge and agree that each beneficial
holder on whose behalf you are participating is resident in Australia, South Africa, New Zealand the
European Union (Germany and Netherlands), Jersey (Channel Islands), Mauritius, Seychelles, Singapore or
the United Kingdom and is not in the United States or elsewhere outside Australia, South Africa, New Zealand
the European Union (Germany and Netherlands), Jersey (Channel Islands), Mauritius, Seychelles, Singapore
or the United Kingdom;
(g) you certify that the total of the application price for the following does not exceed A$30,000 (approximately
ZAR330,000):
(i) the New Shares that are the subject of your application;
(ii) any other New Shares or Shares issued under any similar arrangement to the Share Purchase Plan
in the 12 months before the date of your application;
(iii) any other New Shares which you have instructed a Custodian to acquire on your behalf under the
Share Purchase Plan; and
(iv) any other Shares issued to a Custodian under an arrangement similar to the Share Purchase Plan in
the 12 months before the date of your application under the Share Purchase Plan as a result of an
instruction given by you to the Custodian or another Custodian and which resulted in you holding
beneficial interests in such Shares,
(current and previous plan purchases) even though you may have received more than one offer under the
Share Purchase Plan or received offers in more than one capacity under the Share Purchase Plan;
(h) you acknowledge your application is irrevocable, unconditional and non-transferable;
(i) you acknowledge that your application is only effective when received by Orion or Link Market Services
(Registry) and not when posted;
(j) if you are a Custodian (as that term is defined in section 3 below), you warrant that you have provided a
Custodian Certificate (as that term is defined in section 3 below) to Orion (in a form that is true, correct and
not misleading) and make additional representations that you:
(i) are a Custodian;
(ii) you held Shares on behalf of the Custodian Beneficiaries (as that term is defined in section 3 below)
as at the Record Date who has instructed you to apply for New Shares on their behalf under the
Share Purchase Plan and that that Custodian Beneficiary has been given a copy of this document;
(iii) you are not applying for New Shares on behalf of any Custodian Beneficiary with an aggregate
application amount of more than A$30,000 (approximately ZAR330,000) under the Share Purchase
Plan; and
(iv) the information in the Custodian Certificate submitted with your Application Form is true, correct
and not misleading;
(k) you declare that all details and statements in your Application Form are true and complete and not
misleading;
(l) you authorise Orion to correct minor errors in your Application Form and to complete the Application Form
by inserting any missing minor details;
(m) you acknowledge that Orion, may at any time, determine that your Application Form is valid, in
accordance with this Booklet, even if the Application Form is incomplete, contains errors or is otherwise
defective;
(n) you acknowledge that no interest will be paid on any application monies held pending the issuance of the
New Shares or subsequently returned to you for any reason;
(o) you acknowledge that Orion, at its absolute discretion, may either accept or reject your application for
New Shares;
(p) you accept that Orion at its absolute discretion can make reductions in issuance of New Shares under a
Scale-back;
(q) you accept that, if you apply for a ZAR amount of New Shares and the exchange rate varies such that the
dollar amount you applied for exceeds A$30,000 (being the maximum limit under the ASIC Instrument, New
Shares having a total issue price equal to A$30,000 will be issued to you and you will be refunded the excess
cash amount (without interest);
(r) you acknowledge that Orion is not liable for any exercise of its discretion referred to in this Booklet;
(s) you accept the risk associated with any refund that may be dispatched to you by cheque to your address
or by direct credit to your nominated bank account as shown on Orion’s register;
(t) you are responsible for any dishonour fees or other costs Orion may incur in presenting a cheque for
payment which is dishonoured;
(u) you acknowledge that the New Shares have not been, and will not be, registered under the U.S. Securities
Act or the securities law of any state or other jurisdiction of the United States and accordingly, the New
Shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States except in
accordance with an available exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and any other applicable U.S. state securities laws;
(v) you agree not to send any materials relating to the Share Purchase Plan to any person in the United States
or a person acting on the account of a person in the United States;
(w) you agree that if in the future you decide to sell or otherwise transfer the New Shares you will only do so in
“regular way” transactions on the ASX or the JSE where neither you nor any person acting on your behalf
knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the
United States;
(x) you agree to be bound by the constitution of Orion;
(y) you acknowledge that neither Orion nor the Registry has provided you with investment advice or financial
product advice, and that neither has any obligation to provide this advice, concerning your decision to
apply for and buy New Shares, and that this Booklet has been prepared without taking into account the
objects, financial situation, tax position or needs of individuals;
(z) you declare that you are at least 18 years of age and have full legal capacity and power to perform all
your rights and obligations in respect of the Offer; and
(aa) you are aware, and accept the risk, that the market price of Shares may change between the date of the
Share Purchase Plan offer and the date when New Shares are issued to you under the Share Purchase Plan,
and that the SPP Price may exceed the market price of Shares on the Issue Date.
2. Joint holders / multiple holdings
2.1 If you are a joint holder of Shares, you are taken to be a single registered holder of Shares for the purposes of
determining whether you are an eligible shareholder and joint holders are entitled to participate in the Share
Purchase Plan in respect of that single holding only. If, as a joint holder, you receive more than one offer under the
Share Purchase Plan due to multiple registered holdings, you may still only apply for one maximum parcel of New
Shares.
3. Custodians
3.1 Eligible shareholders who hold Shares as a “custodian” (as defined in ASIC Corporations (Share and Interest
Purchase Plans) Instrument 2019/547) (Custodian) may participate in the Share Purchase Plan on behalf of one or
more persons whom the Custodian holds Shares on behalf of (Custodian Beneficiaries). If a Custodian applies for
New Shares on behalf of a Custodian Beneficiary, Orion may not issue New Shares to the Custodian under the
Share Purchase Plan unless the Custodian certifies the following in writing to Orion:
(a) either or both of the following:
(i) that the Custodian holds the Shares on behalf of one or more persons that are not custodians
(Participating Beneficiaries); or
(ii) that another custodian (Downstream Custodian) holds beneficial interests in Shares on behalf of a
Participating Beneficiary, and the Custodian holds the Shares to which those beneficial interests
relate on behalf of the Downstream Custodian or another custodian,
on the Record Date and that each Participating Beneficiary has subsequently instructed the following
persons:
(iii) where sub-paragraph (a)(i) applies – the Custodian; and
(iv) where sub-paragraph (a)(ii) applies – the Downstream Custodian,
to apply for New Shares under the Share Purchase Plan on their behalf;
(b) the number of Participating Beneficiaries;
(c) the name and address of each Participating Beneficiary, and that each Participating Beneficiary’s address
is located in Australia, South Africa, New Zealand the European Union (Germany and Netherlands), Jersey
(Channel Islands), Mauritius, Seychelles, Singapore or the United Kingdom;
(d) that each Custodian Beneficiary is not in the United States, or a person acting for the account or benefit of
a person in the United States and that the Custodian has not sent any materials relating to the Share
Purchase Plan to any person in the United States;
(e) in respect of each Participating Beneficiary:
(i) where sub-paragraph (a)(i) applies – the number of Shares that the custodian holds on their behalf
and the number or dollar amount of New Shares they instructed the Custodian to apply for on their
behalf; and
(ii) where sub-paragraph (a)(ii) applies – the number of Shares to which the beneficial interests relate
and the number or dollar amount of New Shares they instructed the Downstream Custodian to
apply for on their behalf;
(f) there are no Participating Beneficiaries in respect of which the total of the application price for the following
exceeds A$30,000 (approximately ZAR330,000):
(i) the New Shares applied for by the Custodian under the Share Purchase Plan in accordance with
the instructions referred to in sub-paragraph (e); and
(ii) any other Shares issued to the Custodian in the 12 months before the application as a result of an
instruction given by them to the Custodian or the Downstream Custodian to apply for Shares on
their behalf under an arrangement similar to the Share Purchase Plan;
(g) that a copy of this Booklet was given to each Participating Beneficiary; and
(h) where sub-paragraph (a)(ii) applies – the name and address of each Custodian who holds beneficial
interests in the Shares held by the Custodian in relation to each Participating Beneficiary,
(Custodian Certificate).
3.2 Custodians must request a Custodian Certificate when making an application on behalf of Custodian
Beneficiaries. To request a Custodian Certificate or for further information about the custodian application process,
a Custodian should contact Orion on +61 3 8080 7170 (Australia) or 0861472644 (local South Africa) and +27 11
0290112 (international South Africa).
3.3 Applications received from Custodians must be accompanied by a duly completed and signed Custodian
Certificate.
3.4 If you hold Shares as a trustee or nominee for another person, but are not a Custodian, you cannot participate for
beneficiaries in the manner described above.
3.5 Nominees and custodians may not distribute this document, and may not permit any beneficial shareholder to
participate in the Offer, in any country outside Australia, South Africa, New Zealand the European Union (Germany
and Netherlands), Jersey (Channel Islands), Mauritius, Seychelles, Singapore or the United Kingdom except, with
the consent of the Company, to beneficial shareholders resident in certain other countries where the Company
may determine it is lawful and practical to make the Offer.
3.6 The Company is not required to determine, and will not determine, the identity or residence of any beneficial
owners of Shares. Each Custodian will need to determine for itself whether its beneficiaries are Custodian
Beneficiaries.
4. Raising Amount and Scale-back
4.1 The Share Purpose Plan is intended to raise up to the Maximum Amount of A$3 million. The Company, however,
reserves absolute discretion to determine the final amount raised under the Share Purchase Plan.
4.2 The Company may in its discretion accept oversubscriptions above this amount, subject to compliance with the
ASX Listing Rules and ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.
4.3 If subscriptions received by Orion under the Share Purchase Plan exceed the Maximum Amount, or such other
amount determined by the Directors, Orion may also elect to scale back the maximum number of New Shares
issued to each shareholder to the extent and in the manner that it sees fits in its absolute discretion. Orion may give
consideration to (amongst other factors) the size of the applicant’s current shareholding when determining the
amount of any potential Scale-back and therefore the extent of the Scale-back may differ between applications.
Without limiting the Company's discretion to scale back applications, if you apply for a ZAR amount of New Shares
and the exchange rate varies such that the dollar amount you applied for exceeds A$30,000 (being the maximum
limit under the ASIC Instrument, New Shares having a total issue price equal to A$30,000 will be issued to you and
you will be refunded the excess cash amount (without interest).
4.4 If a Scale-back occurs, you may receive less than the parcel of New Shares for which you have applied. If a Scale-
back produces a fractional number of Shares when applied to your issue of New Shares, the number of New Shares
you will be allocated will be rounded down to the nearest whole number of New Shares.
4.5 If there is a Scale-back, your application monies may be greater than the value of the New Shares you will be
issued. In such event, the excess application monies will be refunded to you without interest, by direct credit (to
your nominated account as recorded on Orion's Share register) or cheque (to your address as shown on Orion’s
share register) as soon as practicable.
5. Number of New Shares to be issued and Rounding
5.1 If you apply for New Shares under the Share Purchase Plan, you agree that you are applying for a certain value at
the SPP Price, rather than a certain number of New Shares.
5.2 If your application is accepted, Orion will divide the value of your application monies by the SPP Price (as outlined
in section 1 of the "Frequently Asked Questions" section above) in order to determine the number of New Shares
which, subject to Scale-back, will be issued to you.
5.3 Fractional Shares will not be issued and any fraction of a share will be rounded down to the nearest whole number
of Shares.
6. ASIC Corporations Instrument compliance
A registered holder of Shares will be ineligible to participate in the Share Purchase Plan if their participation would
be in breach of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.
7. Dispute resolution, waiver, withdrawal, suspension, and termination
Orion may settle in any manner it deems appropriate any difficulties, anomalies, or disputes which may arise in
connection with the operation of the Share Purchase Plan and its decision shall be conclusive and binding on all
participants and other persons to whom the determination relates. Orion reserves the right to waive strict
compliance with any provisions of this Booklet, to amend or vary the terms and conditions set out in this Booklet
and to suspend or terminate the Share Purchase Plan at any time. Any such amendment, variation, suspension or
termination will be binding on all eligible shareholders even where Orion does not notify you of that event. In the
event that the Share Purchase Plan is terminated prior to the issue of New Shares, all application monies will be
refunded to you, without interest, by direct credit (to your nominated account as recorded on Orion's Share
register) or cheque (to your address as shown on Orion's Share register) or such other manner as Orion may
determine in consultation with you as soon as practicable.
8. Application Form
The Application Form forms part of the Booklet for the purposes of this Share Purchase Plan Offer.
9. Offers to eligible shareholders outside of Australia
This document does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In
particular, this document may not be distributed to any person, and the New Shares may not be offered or sold,
in any country outside Australia except to the extent permitted below.
European Union
This document has not been, and will not be, registered with or approved by any securities regulator in the
European Union. Accordingly, this document may not be made available, nor may the New Shares be offered for
sale, in any member state of the European Union except in circumstances that do not require a prospectus under
Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the
"Prospectus Regulation").
In accordance with Article 1(4) of the Prospectus Regulation, an offer of New Shares in each member state of the
European Union is limited:
• to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation);
• to fewer than 150 natural or legal persons (other than qualified investors); or
• in any other circumstance falling within Article 1(4) of the Prospectus Regulation.
Investors in the Netherlands should note:
Jersey
No offer or invitation to subscribe for shares may be made to the public in Jersey. The New Shares will be offered
in Jersey only to existing shareholders of the Company and to the extent they constitute less than 50 persons.
Mauritius
In accordance with The Securities Act 2005 of Mauritius, no offer of New Shares may be made to the public in
Mauritius without the prior approval of the Mauritius Financial Services Commission. Accordingly, the offer of New
Shares is being made on a private placement basis to existing shareholders of the Company and does not
constitute a public offering in Mauritius. As such, this document has not been approved or registered by the
Mauritius Financial Services Commission and is for the exclusive use of the person to whom it is addressed. The
document is confidential and should not be disclosed or distributed in any way without the express written
permission of the Company.
New Zealand
The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders
of the Company with registered addresses in New Zealand to whom the offer of the New Shares is being made in
reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.
This document has not been registered, filed with or approved by any New Zealand regulatory authority under
the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand
law and is not required to, and may not, contain all the information that a product disclosure statement under
New Zealand law is required to contain.
Seychelles
In accordance with Securities Act 2007, no offer of New Shares may be made to the public in Seychelles without
the prior approval of the FSA.
Accordingly, the offer of New Shares is being made on a private placement basis to existing shareholders of the
Company and does not constitute a public offering in Seychelles. As such, this document has not been approved
or registered by the FSA and is for the exclusive use of the person to whom it is addressed. The document is
confidential and should not be disclosed or distributed in any way without the express written permission of the
Company.
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or
registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document
and any other document relating to the New Shares may not be issued, circulated or distributed, nor may the
New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision
(4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the "SFA"), or as otherwise pursuant to,
and in accordance with the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are an existing holder of the Company's shares. In the
event that you are not such a shareholder, please return this document immediately. You may not forward or
circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party.
There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such,
investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and
comply accordingly.
South Africa
This document and any other materials relating to the New Shares have not been, and will not be, lodged or
registered as a prospectus in South Africa with the Companies and Intellectual Property Commission. Accordingly,
this document and any other document relating to the New Shares may not be issued, circulated or distributed,
nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in South Africa except pursuant to and in accordance with exemption in
section 96(1)(c)(i) of the Companies Act, 2008 (“Companies Act”) or as otherwise pursuant to, and in accordance
with the conditions of any other applicable provisions of the Companies Act.
This document has been given to you on the basis that you are an existing holder of the Company's shares. In the
event that you are not such a shareholder, please return this document immediately. You may not forward or
circulate this document, or the Offer to which it relates, to any other person in South Africa.
United Kingdom
Neither this document nor any other document relating to the offer has been delivered for approval to the
Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the
Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published
in respect of the New Shares.
The New Shares may not be offered or sold in the United Kingdom by means of this document or any other
document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the
FSMA. This document is issued on a confidential basis in the United Kingdom to fewer than 150 persons who are
existing shareholders of the Company. This document may not be distributed or reproduced, in whole or in part,
nor may its contents be disclosed by recipients, to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA)
received in connection with the issue or sale of the New Shares has only been communicated or caused to be
communicated and will only be communicated or caused to be communicated in the United Kingdom in
circumstances in which section 21(1) of the FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have
professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of
the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the
categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The
investment to which this document relates is available only to relevant persons. Any person who is not a relevant
person should not act or rely on this document.
10. Governing Law
This Booklet and offer under the Share Purchase Plan is governed by the laws in force in Victoria, Australia.
Before you apply for New Shares under the Share Purchase Plan, you should seek professional financial and/or taxation
advice to assist you in determining whether or not, and the extent to which, you wish to participate in the Share Purchase
Plan (taking into account your own financial situation, needs and objectives). Orion and its officers make no
recommendation about whether or not you should apply for New Shares under the Share Purchase Plan, and nothing in
this Booklet (including the Application Form) or any other accompanying documentation constitutes investment or
financial product advice or is intended to influence your decision whether or not to participate in the Share Purchase Plan.
All Registry communications to:
JSE Investor Services (Pty) Ltd
Po Box 4844
Johannesburg, 2000 South Africa
Telephone: 0861 546 572
From outside South Africa: +27
ABN 76 098 939 274
861 546 572
Code: ORN
Website: www.jseinvestorservices.co.za
Record Date: 21 June 2022
Offer Opens: 28 June 2022
Offer Closes
10:00am (South African time): 5 August 2022
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
SHARE PURCHASE PLAN (“SPP”) APPLICATION FORM
How do I apply for ordinary shares (“Shares”) under this offer?
• Carefully read the SPP Booklet (including the SPP terms and conditions as set out in the SPP booklet and Important Information) accompanying this application form
(“Application Form”).
• Decide on the amount you wish to apply for.
• Complete this Application Form and return to JSE Investor Services (Pty) Ltd (“JSE Investor Services” or “Registry”) or your Broker (as applicable to your holding (refer
below)).
• Pay for the Shares as directed by JSE Investor Services or your Broker (as applicable to your holding (refer below)).
• Payments must be in South African Rand (“ZAR”).
Certificated Shareholders Dematerialised Shareholders
Contact JSE Investor Services on 0861 472 644 or +27 11 029 0112 or via email at Contact your Broker to submit your application and payment for Shares in Orion. Your
specialprojects@jseinvestorservices.co.za to obtain payment instructions and where application and payment for Shares, should be received by your Broker no later than
to submit your application for Shares in Orion Minerals Limited (“Orion” or “Company”). 10:00am South African time on 5 August 2022.
This Application Form, accompanied by a Proof of Payment, should be received by no
later than 10:00am South African time on 5 August 2022. Your application for Shares and payment must be for a minimum of ZAR20,000. If you
make a payment of an amount which exceeds ZAR330,000, Orion will round down the
Your application for Shares and payment must be for a minimum of ZAR20,000. If you value of Shares you have applied for to the maximum value of Shares you can apply
make a payment of an amount which exceeds ZAR330,000, Orion will round down the for and refund you the excess cash (without interest).
value of Shares you have applied for to the maximum value of Shares you can apply
for and refund you the excess cash (without interest).
APPLICATION DETAILS
Shareholder Name
Application Amount (in ZAR)
Number of Shares applied for
Payment date
Contact Number (business hours preferred)
________________________________________________________________________________________________________________
How to Lodge your Application (Certificated Shareholders only)
Your application for Shares and payment (payment instructions will be provided by JSE Investor Services (refer above)), must be received by the Registry no
later than the Closing Date set out below. You should check the processing cut off-time for transactions with your bank, to ensure your payment will be received
by the Registry by the close of the offer.
Hand Delivery or Email
Orion Minerals Limited Orion Minerals Limited
C/- JSE Investor Services (Pty) Ltd C/- JSE Investor Services (Pty) Ltd
19 Ameshoff Street
Johannesburg, 2001 South Africa specialprojects@jseinvestorservices.co.za
Make sure you send your Application allowing enough time for hand or email delivery, so JSE Investor Services (Pty) Ltd receives them no later than 10:00am
South African time on 5 August 2022 (“Closing Date”). Orion reserves the right not to process any Application Form and Payments received after the Closing
Date.
For further information about the Share Purchase Plan or how to apply, please contact JSE Investor Services on 086 147
2644 (within South Africa) or +27 11 029 0112 (outside of South Africa) or info@orionminerals.com.au.
IMPORTANT INFORMATION
1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult
a professional adviser.
2. If you do not wish to purchase additional Shares under this SPP, there is no need to take action.
3. Please ensure you have read and understood the SPP terms and conditions, as set out in the SPP Booklet, and this Important Information before you
make the Application Payment.
4. This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.
5. If you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Corporations (Share and Interest Purchase Plans) Instrument
2019/547 you must complete and submit an additional Schedule that contains additional certifications and details that must be provided (“Schedule”)
before your Application will be received. The Schedule can be obtained by contacting JSE Investor Services on 086 147 2644 (within South Africa) or +27
11 029 0112 (outside of South Africa). Applications received by custodians that are not accompanied by the Schedule will be rejected.
6. For applicants that are not required to complete the Schedule, by making payment, you certify that the aggregate of the Application Payment paid by you
for:
• the parcel of Shares indicated on this Application Form; and
• any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement
in the 12 months prior to the date of payment does not exceed ZAR330,000.
7. Orion reserves the right to make amendments to this Application Form where appropriate.
8. Applicants are not assured of receiving the Shares for which they have applied as Orion may scale back applications at its discretion.
9. If you apply for a ZAR amount of Shares and the exchange rate varies such that the Australian dollar (“AUD”) amount you applied for exceeds AUD30,000
(being the maximum limit under ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547), Shares having a total issue price equal to
AUD30,000 will be issued to you and you will be refunded the excess cash amount (without interest).
10. By accepting the SPP and submitting an Application, you represent and warrant that you have read, understood and agree to be bound by the terms and
conditions of the Offer as set out in the SPP Booklet.
11. By accepting the SPP and submitting an Application, you represent and warrant that you are not in the United States or acting for the account or benefit of
a person in the United States. You furthermore acknowledge that the Shares have not been, and will not be, registered under the U.S. Securities Act of 1933,
as amended (the “U.S. Securities Act”), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Shares may not be
offered, sold or otherwise transferred, directly or indirectly, in the United States except in accordance with an available exemption from, or in a transaction
not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities laws.
12. Orion reserves the right to request information and supporting documentation required in terms of the obligations imposed on Investec Bank Limited and/or
JSE Investor Services by the Financial Intelligence Centre Act, 2001. To the extent that this is required, a request will be made.
The SPP is being made to eligible shareholders in South Africa, Australia and certain other permitted jurisdictions as
specified in the SPP Booklet ("Permitted Jurisdictions"). Subject to the SPP terms and conditions as set out in the SPP
Booklet, you may participate in the SPP if your address in the share registry of Orion is in a Permitted Jurisdiction as
at the Record Date.
The SPP terms and conditions, the SPP Booklet, and this Application Form do not constitute an offer of securities in
any place outside any Permitted Jurisdiction. In particular, the SPP Booklet and this Application Form do not constitute
an offer to sell, or a solicitation of an offer to buy, any shares in the United States or in any jurisdiction in which such
an offer would be illegal
Date: 28-06-2022 09:34:00
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.
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