Wrap Text
Conversion of IDC Loan Facility
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
Conversion of IDC Loan Facility
Orion Minerals Limited (ASX/JSE: ORN) (Orion or Company) is pleased to announce that the Industrial
Development Corporation of South Africa Limited (IDC) has agreed to convert its convertible loan facility into
equity in Orion's subsidiary, PCZM HoldCo (Pty) Ltd (PCZM HoldCo), in accordance with the loan facility
agreement dated February 2023 (Facility Agreement) and the implementation agreement executed on 31
March 2026.
Following completion of the Equity Conversion, the IDC will hold approximately 23.8% of PCZM HoldCo (an
effective interest of approximately 16.7% in PCZM) and retain a shareholder loan of approximately ZAR272.4
million (~$23.3 million) (Equity Conversion).
Orion's Managing Director and CEO, Tony Lennox, commented:
"We are pleased to welcome the IDC as an equity partner in our flagship Prieska Project. This marks another
important milestone for Orion as we advance towards development. With the IDC conversion agreed, we will
now focus on completing the remaining conditions precedent to the Glencore financing and offtake
agreements.
"We look forward to working with the IDC, our BEE partners, as well as our other funding partners, to progress
Prieska towards first production in 2027."
IDC's Executive: Industry Planning and Project Development, Rian Coetzee, commented:
"IDC is proud to have taken up an equity position in PCZM HoldCo underscoring our support for the development
of the project and its alignment with South Africa's industrialisation and beneficiation objectives. IDC's
participation reflects our confidence in the project's fundamentals, strategic importance, and contribution to
regional economic development, including job creation and supply-chain stimulation.
"This equity participation is consistent with IDC's mandate to support strategically important, commercially
sustainable projects that advance industrial development and long-term economic value.
"The equity investment forms part of IDC's mandate to support inclusive growth and industrial capability.
Implementation of the conversion remains subject to the fulfilment of customary conditions precedent."
About the IDC Equity Conversion
Following Orion's ASX/JSE releases (8 February 2023, 8 May 2023 and 17 July 2023) and satisfaction of relevant
milestones, the IDC has exercised its right to convert its loan facility into equity in PCZM HoldCo. The parties have
subsequently entered into an implementation agreement to give effect to the conversion, subject to customary
conditions.
Key Terms of IDC Equity Conversion are as follows:
• IDC to acquire 23.8% equity interest in PCZM HoldCo;
• IDC retain a ZAR272.4 million (~$23.3 million) shareholder loan;
• IDC to cease being a secured lender, simplifying the security arrangements for Glencore and Triple Flag as
the secured funders of the Prieska Project;
• PCZM HoldCo to provide customary warranties to IDC in connection with the transaction;
• Adoption of a new Memorandum of Incorporation for PCZM HoldCo, governing the relationship between
it and its shareholders, Agama Exploration and Mining (Pty) Ltd (Orion's subsidiary company) and the IDC;
and
• Amendments to existing shareholder loan facility arrangements for the shareholder loans within PCZM
HoldCo and into Prieska Copper Zinc Mine (Pty) Ltd.
Completion of the Equity Conversion remains subject to customary conditions precedent, including:
• Board and shareholder approval from relevant Orion subsidiaries;
• Approvals and consents from Triple Flag and Glencore as the funders of the Prieska Project; and
• Approvals from the board and shareholders of Prieska Copper Zinc Mine (Pty) Ltd.
For and on behalf of the Board.
Tony Lennox
Managing Director and CEO
2 April 2026
ENQUIRIES
Investors Media JSE Sponsor
Avishkar Nagaser Nicholas Read Monique Martinez
Executive: Corporate Communications Read Corporate, Australia Merchantec Capital
and Investor Relations
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.martinez@merchantec.com
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).
Date: 02-04-2026 07:38:00
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