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Notice of 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
(“Orion” or “the Company”)
NOTICE OF GENERAL MEETING
Notice of General Meeting
to be held on
Friday, 7 June 2019 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.
TABLE OF CONTENTS
1. Notice of Meeting 4
2. Explanatory Memorandum 8
• Resolution 1 – Approval to Issue Shares - Existing BEE Investor Share Exchange.
• Resolution 2 – Ratification of Prior Issue - General Placement 1 Shares and Attaching Options.
• Resolution 3 – Approval to Issue Shares - General Placement 2 Shares and Attaching Options.
• Resolution 4 - Approval to Issue Shares – Anglo American sefa Mining Fund Proprietary Limited
AASMF Share Redemption Placement.
• Resolution 5 – Approval to Issue Tembo Options – Tembo Capital.
• Resolution 6 – Re-election of Mr Thomas Borman.
• Resolution 7 – Re-election of Mr Godfrey Gomwe.
• Resolution 8 – Proposed grant of Director Options to Mr Denis Waddell (or his nominee).
• Resolution 9 – Proposed grant of Director Options to Mr Errol Smart (or his nominee).
• Resolution 10 – Proposed grant of Director Options to Mr Alexander Haller (or his nominee).
• Resolution 11 – Proposed grant of Director Options to Mr Mark Palmer (or his nominee).
• Resolution 12 – Proposed grant of Director Options to Mr Godfrey Gomwe (or his nominee).
• Resolution 13 – Proposed grant of Director Options to Mr Thomas Borman (or his nominee).
3. Glossary 21
4. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are entitled to 5:00 p.m. (AWST) Thursday, 2 May 2019
receive the Notice of Meeting
Posting of Notice of Meeting and announcement on SENS Tuesday, 7 May 2019
Last day to trade for Shareholders on South African Share 3:00 p.m. (AWST) Friday, 31 May 2019
register in order to be entitled to vote at the Meeting
Voting record date 5:00 p.m. (AWST) Wednesday, 5 June 2019
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Wednesday, 5 June 2019
(ASX Share register)
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Tuesday, 4 June 2019
(JSE Share register)
General Meeting 3:00 p.m. (AWST) / Friday, 7 June 2019
9:00 a.m. (SA Time)
TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
The 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
Friday, 7 June 2019 at:
Clayton Utz
Level 27, QV. 1 Building
250 St Georges Terrace
Perth, Western Australia
Your Vote is Important
The business of the General Meeting affects your shareholding and your vote is important.
Voting in Person
To vote in person, attend the General Meeting on the date and at the place set out above.
Voting by Proxy and Corporate Representatives
To vote by proxy, your Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Wednesday, 5
June 2019. Proxy Forms can be lodged:
By mail: Link Market Services Limited Link Market Services South Africa (Pty) Ltd
Locked Bag A14 PO Box 4844
Sydney South NSW 1235 Johannesburg, 2000
By facsimile: (+61 2) 9287 0309 Not applicable
By email: Not applicable meetfax@linkmarketservices.co.za
Online: Shareholders may submit their ASX proxy instruction online with the Company’s Share Registry by
visiting www.linkmarketservices.com.au. Select ‘Investor Login’. Refer to ‘Single Holding’ and
enter Orion Minerals Ltd or the ASX code (ORN) in the Issuer Name field, your Security Reference
Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your proxy
form), postcode and Security Code which is shown on the screen and click ’Login’. Select
‘Vote’ under the ‘Action’ header and then follow the prompts to submit your proxy online. You
will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions
given on the website.
A Shareholder entitled to attend and vote at the 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 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, the Directors have determined that the shareholding
of each Shareholder for the purposes of ascertaining the voting entitlements for the General Meeting will be as it appears
in the Share register at 5.00 p.m. (AWST) on Wednesday, 5 June 2019.
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 General Meeting
Notice is given that the General Meeting of the Shareholders of Orion Minerals Ltd (Company) will be held at Clayton Utz,
Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western Australia on Friday, 7 June 2019 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 General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
Agenda
Resolution 1 – Approval to Issue Shares - Existing BEE Investor Share Exchange
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 134,957,455 Shares (in aggregate) to Power Matla Proprietary Limited, The Trustees for the time
being of the Mosiapoa Family Trust (or its nominee) and African Exploration Mining Finance SOC Limited
(together, Existing BEE Investors) in connection with the repurchase of the shares that the Existing BEE
Investors currently hold in one or more of Repli Trading No 27 Proprietary Limited, Rich Rewards Trading 437
Proprietary Limited, Bartotrax Proprietary Limited and Vardocube Proprietary Limited, each being a
subsidiary of the Company, at a deemed issue price of $0.0314 each, 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 by any Existing BEE Investor and a
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 those persons.
However, the Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Resolution 2 – Ratification of Prior Issue – General Placement 1 Shares and Attaching Options
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
117,226,805 Shares, at an issue price of $0.04 each, and 58,613,402 Attaching Options, 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 by a person who participated in
the issue and any associates (as that term is defined in the ASX Listing Rules) of those persons. However, the Company
need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Resolution 3 – Approval to Issue Shares – General Placement 2 Shares and Attaching Options
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 83,706,695 Shares, at an issue price of $0.04 each, and 41,853,347 Attaching Options, 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 by any person who may
participate in the proposed issue and a 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 those persons. However, the Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Resolution 4 – Approval to Issue Shares – Anglo American sefa Mining Fund Proprietary Limited - Repli Preference Share
Redemption
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 such number of Shares to Anglo American sefa Mining Fund Proprietary Limited that are required to
satisfy, in full, amounts payable by the Company's subsidiary, Repli Trading No 27 (Pty) Ltd to Anglo
American sefa Mining Fund Proprietary Limited in satisfaction of the redemption amount in respect of the
voluntary redemption by Anglo American sefa Mining Fund Proprietary Limited of the 15,750,000
preference shares held by Anglo American sefa Mining Fund Proprietary Limited in Repli Trading No 27 Pty
Ltd, 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 by or on behalf of Anglo
American sefa Mining Fund Proprietary Limited and any of its associates (as that term is defined in the ASX Listing Rules) or
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 entity). However, the Company need not
disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a
direction on the Proxy Form to vote as the proxy decides.
Resolution 5 – Approval to Issue Options – Tembo Capital
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 11,000,000 unlisted options to Tembo Capital Mining Fund II LP (or their nominee) 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 by or on behalf of Tembo Capital
Mining Fund II LP (and its nominee) and any of their associates (as that terms is defined in the ASX Listing Rules) or 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 entity). However, the Company need not disregard a vote
if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Resolution 6 – Re-election of Mr Thomas Borman
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of clauses 14.3 and 14.4 of the Constitution and for all other purposes, Mr Thomas
Borman, a Director who was appointed by the Board on 16 April 2019, retires and being eligible, is re-
elected as a Director.”
Resolution 7 – 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 clauses 14.3 and 14.4 of the Constitution and for all other purposes, Mr Godfrey
Gomwe, a Director who was appointed by the Board on 16 April 2019, retires and being eligible, is re-
elected as a Director.”
Resolution 8 – Proposed grant of Director Options to Mr Denis Waddell (or his nominee)
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the grant of
12,000,000 Director Options to Mr Denis Waddell (or his nominee) 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 by or on behalf of Mr Denis
Waddell (or his nominee) and any of their associates (as that term is defined in the ASX Listing Rules). However, the
Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
In addition, a vote on Resolution 8 must not be cast, and the Company will disregard votes cast by a member of Key
Management Personnel or their Closely Related Parties as proxy, where the appointment does not specify the way the
proxy is to vote, unless the proxy is the Chairman and has been expressly authorised to vote on behalf of someone
entitled to vote on this Resolution 8, even though it is connected with the remuneration of Key Management Personnel.
Resolution 9 – Proposed grant of Director Options to Mr Errol Smart (or his nominee)
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the grant of
30,000,000 Director Options to Mr Errol Smart (or his nominee) 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 by or on behalf of Mr Errol Smart
(or his nominee) and any of their associates (as that term is defined in the ASX Listing Rules). However, the Company
need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
In addition, a vote on Resolution 9 must not be cast, and the Company will disregard votes cast by a member of Key
Management Personnel or their Closely Related Parties as proxy, where the appointment does not specify the way the
proxy is to vote, unless the proxy is the Chairman and has been expressly authorised to vote on behalf of someone
entitled to vote on this Resolution 9, even though it is connected with the remuneration of Key Management Personnel.
Resolution 10 – Proposed grant of Director Options to Mr Alexander Haller (or his nominee)
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the grant of
3,000,000 Director Options to Mr Alexander Haller (or his nominee) 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 by or on behalf of Mr Alexander
Haller (or his nominee) and any of their associates (as that term is defined in the ASX Listing Rules). However, the
Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
In addition, a vote on Resolution 10 must not be cast, and the Company will disregard votes cast by a member of Key
Management Personnel or their Closely Related Parties as proxy, where the appointment does not specify the way the
proxy is to vote, unless the proxy is the Chairman and has been expressly authorised to vote on behalf of someone
entitled to vote on this Resolution 10, even though it is connected with the remuneration of Key Management Personnel.
Resolution 11 – Proposed grant of Director Options to Mr Mark Palmer (or his nominee)
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the grant of
3,000,000 Director Options to Mr Mark Palmer (or his nominee) 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 by or on behalf of Mr Mark Palmer
(or his nominee) and any of their associates (as that term is defined in the ASX Listing Rules). However, the Company
need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
In addition, a vote on Resolution 11 must not be cast, and the Company will disregard votes cast by a member of Key
Management Personnel or their Closely Related Parties as proxy, where the appointment does not specify the way the
proxy is to vote, unless the proxy is the Chairman and has been expressly authorised to vote on behalf of someone
entitled to vote on this Resolution 11, even though it is connected with the remuneration of Key Management Personnel.
Resolution 12 – Proposed grant of Director Options to Mr Godfrey Gomwe (or his nominee)
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the grant of
3,000,000 Director Options to Mr Godfrey Gomwe (or his nominee) 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 by or on behalf of Mr Godfrey
Gomwe (or his nominee) and any of their associates (as that term is defined in the ASX Listing Rules). However, the
Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
In addition, a vote on Resolution 12 must not be cast, and the Company will disregard votes cast by a member of Key
Management Personnel or their Closely Related Parties as proxy, where the appointment does not specify the way the
proxy is to vote, unless the proxy is the Chairman and has been expressly authorised to vote on behalf of someone
entitled to vote on this Resolution 12, even though it is connected with the remuneration of Key Management Personnel.
Resolution 13 – Proposed grant of Director Options to Mr Thomas Borman (or his nominee)
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the grant of
3,000,000 Director Options to Mr Thomas Borman (or his nominee) 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 by or on behalf of Mr Thomas
Borman (or his nominee) and any of their associates (as that term is defined in the ASX Listing Rules). However, the
Company need not disregard a vote if it is cast by:
(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
In addition, a vote on Resolution 13 must not be cast, and the Company will disregard votes cast by a member of Key
Management Personnel or their Closely Related Parties as proxy, where the appointment does not specify the way the
proxy is to vote, unless the proxy is the Chairman and has been expressly authorised to vote on behalf of someone
entitled to vote on this Resolution 13, even though it is connected with the remuneration of Key Management Personnel.
DATED: 1 May 2019
By Order of the Board
Martin Bouwmeester
Company Secretary
Explanatory Memorandum to accompany Notice of 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 General Meeting.
The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation
to the Resolutions.
Resolution 1 – Existing BEE Investor Share Exchange
Background
As announced on 16 April 2019, the Company is proposing to restructure the participation of Black Economic
Empowerment (BEE) investors in certain of its South African projects with a view to implementing a BEE ownership strategy
that aligns with its transformation philosophy and with the requirements of the Broad-Based Socio-Economic
Empowerment Charter for the Mining and Minerals Industry, 2018 and its associated Implementation Guidelines (BEE
Restructure).
Each of the existing BEE investors in certain of Orion’s South African projects, being The Trustees for the time being of the
Mosiapoa Family Trust (or its nominee) (Mosiapoa), Power Matla Mining Proprietary Limited (Power Matla) and African
Exploration and Mining Finance Corporation (SOC) Limited (AEMFC) (together, the Existing BEE Investors) hold their interest
in the Company's South African projects as follows:
(a) Mosiapoa - via shareholdings in the Company's subsidiaries Repli Trading No 27 Proprietary Limited (Repli), Rich
Rewards Trading 437 Proprietary Limited (Rich Rewards), Bartotrax Proprietary Limited (Bartotrax) and Vardocube
Proprietary Limited (Vardocube);
(b) Power Matla - via shareholdings in Repli and Rich Rewards; and
(c) AEMFC - via shareholdings in Vardocube.
The BEE Restructure will involve, amongst other things:
(a) new incoming BEE equity investors, being Black Star Minerals (Pty) Ltd (Black Star) and Kolobe Nala Investment
Company (Pty) Ltd (KNI)(collectively, New BEE Investors) have or will subscribe for Shares and Attaching Options in
the Company in connection with the Capital Raising (see Background to Resolutions 2 and 3 - Capital Raising
below);
(b) Existing BEE Investors exchanging their existing shareholdings in Repli, Rich Rewards, Bartotrax and Vardocube (as
applicable) for Shares (to be listed on the JSE) (Existing BEE Investor Share Exchange); and
(c) the New BEE Investors acquiring 20% of the shares in Repli and 20% of Orion’s interest in the Jacomynspan Project,
which acquisitions will be facilitated by vendor funding provided to the New BEE Investors by Orion.
Pursuant to the Existing BEE Investor Share Exchange:
(a) Repli will repurchase the shares held by Mosiapoa and Power Matla in Repli;
(b) Rich Rewards will repurchase the shares held by Mosiapoa and Power Matla in Rich Rewards;
(c) Batrotrax will repurchase the shares held by Mosiapoa in Bartotrax; and
(d) Vardocube will repurchase the shares held by Mosiapoa and AEMFC in Vardocube,
in consideration for the issue by the Company of:
(e) 53,856,263 Shares to Mosiapoa;
(f) 37,578,916 Shares to Power Matla; and
(g) 43,522,276 Shares to AEMFC,
(together, the Existing BEE Investor Share Exchange Shares).
Resolution 1 seeks Shareholder approval for the purposes of ASX Listing Rule 7.1 for the issue to the Existing BEE Investors of
the Existing BEE Investor Share Exchange Shares at a deemed issue price of $0.0314 per Share in consideration for the
price payable by the Company's subsidiaries, Repli, Rich Rewards, Bartotrax and Vardocube to the relevant Existing BEE
Investor for the repurchase of shares (as applicable).
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity
securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary
securities on issue at the commencement of that 12 month period.
The effect of Resolution 1 will therefore be to allow the Company to issue the Existing BEE Investor Share Exchange Shares
to the Existing BEE Investors pursuant to the Existing BEE Investor Share Exchange during the period of 3 months after the
Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.
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 Existing BEE
Investor Share Exchange Shares to be issued pursuant to the Existing BEE Investor Share Exchange:
(a) the maximum number of Existing BEE Investor Share Exchange Shares the Company will issue is 134,957,455 Shares;
(b) the Shares are intended to be issued on or around 7 June 2019, 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);
(c) the deemed issue price will be $0.0314 per Share;
(d) the Existing BEE Investor Share Exchange Shares will be issued to the Existing BEE Investors;
(e) the Existing BEE Investor Share Exchange Shares 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; and
(f) the Existing BEE Investor Share Exchange Shares will be issued as consideration for the repurchase by the
Company's subsidiaries Repli, Rich Rewards, Bartotrax and Vardocube of shares held by the Existing BEE Investors
in those companies and as such, no funds will be raised from the issue of the Existing BEE Investor Share Exchange
Shares.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 1. Each Director intends to vote the Shares they
control in favour of Resolution 1.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 1.
Background to Resolutions 2 and 3 - Capital Raising
As announced on 16 April 2019, the Company is undertaking a capital raising to raise approximately $8 million through the
issue of 200,933,500 Shares at an issue price of $0.04 per Share, together with one free Attaching Option for every two
Shares issued (the Capital Raising). The Capital Raising will be conducted via two general placement tranches.
(a) Tranche 1: Through the issue of Shares and Attaching Options on 23 April 2019 and on 30 April 2019, the Company
completed the first stage of the Capital Raising by issuing a total of 117,226,805 Shares at $0.04 per Share to
professional and sophisticated investors, including KNI and Tembo Capital Mining Fund II LP (or nominee) (Tembo
Capital) to raise approximately $4,689,072 and 58,613,402 Attaching Options (General Placement 1 Shares and
Attaching Options) (General Placement 1). The Shares issued pursuant to General Placement 1 did not require
Shareholder approval under the ASX Listing Rules as they were issued pursuant to the Company’s placement
capacity under ASX Listing Rule 7.1. However, ratification of the issue will be sought from members pursuant to ASX
Listing Rule 7.4 to allow for future equity fundraising flexibility (refer to Resolution 2 below for further details).
(b) Tranche 2: The second stage of the Capital Raising involves a further placement of 83,706,695 Shares at an issue
price of $0.04 per Share to professional and sophisticated investors, including Black Star to raise approximately
$3,348,268 and 41,853,347 Options (General Placement 2 Shares and Attaching Options) (General Placement 2)
which is subject to Shareholder approval pursuant to ASX Listing Rule 7.1 (refer to Resolution 3 below for further
details). Together, General Placements 1 and 2 will raise a total of $8,037,340.
All Shares to be issued under General Placements 1 and 2 of the Capital Raising will be issued to sophisticated and
professional investors, none of whom are related parties or associates of the Company.
Resolution 2 – Ratification of Prior Issue – General Placement 1 Shares and Attaching Options
Background
Through the issue of Shares on 23 April 2019 and 30 April 2019, the Company issued 117,226,805 Shares at an issue price of
$0.04 per Share to raise $4,689,072 and 58,613,402 Attaching Options, as the first stage of the Capital Raising.
Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity
securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary
securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made
pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities
will be deemed to have been issued with shareholder approval for the purpose of ASX Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual
placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the General
Placement 1 Shares and Attaching Options issued pursuant to General Placement 1:
(a) 117,226,805 Shares and 58,613,402 Attaching Options were issued;
(b) the issue price was $0.04 per Share. The Attaching Options were issued for nil consideration;
(c) the 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. Each Attaching Option gives the optionholder the right to subscribe
for one Share in the capital of the Company upon exercise. The Attaching Options will be exercisable at any time
before the expiry date of 31 October 2019 at an exercise price of $0.05 and otherwise on the terms and
conditions set out in Schedule 1;
(d) the Shares and Attaching Options were issued to sophisticated or professional investors in accordance with
sections 708(8) and (11) of the Corporations Act and other equivalent exemptions in foreign jurisdictions, as
selected by the Company. Participants in General Placement 1 included KNI and Tembo Capital. None of the
subscribers were related parties of the Company; and
(e) the Company intends to use the funds raised from the issue of Shares pursuant to General Placement 1 principally
to finalise the bankable feasibility study on the Company’s flagship Prieska Zinc-Copper Project, to continue
exploration programs on the Company’s tenements located in the Northern Cape, South Africa and for working
capital. As the Attaching Options were issued for nil consideration, no amounts were raised from the issue of the
Attaching Options in connection with General Placement 1. However, the Company will raise funds from any
exercise of such Attaching Options. The Company expects that such funds will be used for the same purpose as
those funds raised from the issue of Shares, other than being applied towards finalisation of the bankable
feasibility study, as this is due for completion in the June 2019 quarter.
Corporations Act prohibition
Section 606 of the Corporations Act prohibits a person acquiring a relevant interest in issued voting shares in a listed
company if, as a result of the acquisition that person's or someone else's voting power in the company increases from 20%
or below, to more than 20%, or from a starting point that is above 20% and below 90%.
Exceptions to the section 606 prohibition
There are various exceptions to the prohibition in section 606 of the Corporations Act. Section 611 of the Corporations Act
contains a table setting out circumstances in which acquisitions of relevant interests are exempt from the prohibition. Item
9 of the table in section 611 of the Corporations Act provides an exemption for acquisitions of no more than 3% in every 6
months, provided that throughout the 6 months before the acquisition that person has had voting power in the company
of at least 19% (3% Creep Exemption).
Immediately prior to the issue of Shares pursuant to General Placement 1, Tembo Capital's voting power was 22.998%.
Tembo Capital will acquire the Shares pursuant to General Placement 1 in reliance on the 3% Creep Exemption and,
following the issue of Shares pursuant to General Placement 1 and other issues of Shares by the Company as at the date
of this Notice, the voting power of Tembo Capital will be approximately 24.01%. Assuming Shareholder approval is
obtained pursuant to Resolutions 1, 3 and 4 and all Shares are issued pursuant to the transactions contemplated by those
Resolutions, Tembo Capital's voting power will be diluted.
Directors' recommendation and voting intentions
The Independent Directors recommend that Shareholders vote in favour of Resolution 2. Each Independent Director
intends to vote the Shares they control in favour of Resolution 2.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 2.
Resolution 3 – Approval to Issue Shares – General Placement 2 Shares and Attaching Options
Background
Resolution 3 seeks Shareholder approval for the issue of 83,706,695 Shares at an issue price of $0.04 to raise approximately
$3,348,268, and 41,853,347 Attaching Options.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 1 on page 9 above.
The effect of Resolution 3 will be to allow the Company to issue the General Placement 2 Shares and Attaching Options
pursuant to General Placement 2 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX),
without using the Company’s 15% annual placement capacity.
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 General
Placement 2 Shares and Attaching Options issued pursuant to General Placement 2:
(a) the maximum number of Shares and Attaching Options the Company will issue is 83,706,695 Shares and 41,853,347
Attaching Options;
(b) the Shares and Attaching Options are intended to be issued on or around 7 June 2019, 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);
(c) the issue price will be $0.04 per Share. The Attaching Options will be issued for nil consideration;
(d) the Shares and Attaching Options will be issued to sophisticated or professional investors in accordance with
sections 708(8) and (11) of the Corporations Act and other equivalent exemptions in foreign jurisdictions, as
selected by the Company. Black Star is a participant in General Placement 2. None of the subscribers will be
related parties of the Company;
(e) the Shares 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. Each Attaching Option gives the optionholder the right to subscribe
for one Share in the capital of the Company upon exercise. The Attaching Options will be exercisable at any time
before the expiry date of 31 October 2019 at an exercise price of $0.05 and otherwise on the terms and
conditions set out in Schedule 1; and
(f) the Company intends to use the funds raised from the issue of Shares pursuant to General Placement 2 principally
to finalise the bankable feasibility study on the Company’s flagship Prieska Zinc-Copper Project, to continue
exploration programs on the Company’s tenements located in the Northern Cape, South Africa and for working
capital. As the Attaching Options were issued for nil consideration, no amounts were raised from the issue of the
Attaching Options in connection with General Placement 2. However, the Company will raise funds from any
exercise of such Attaching Options. The Company expects that such funds will be used for the same purpose as
those funds raised from the issue of Shares, other than being applied towards finalisation of the bankable
feasibility study, as this is due for completion in the June 2019 quarter.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 3. Each Director intends to vote the Shares they
control in favour of Resolution 3.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 3.
Resolution 4 – Approval to Issue Shares – Anglo American sefa Mining Fund Proprietary Limited - AASMF Share
Redemption Placement
Background
On 2 November 2015, the Company's subsidiary, Repli, entered into Preference Share Subscription Agreement
(Subscription Agreement) with Anglo American sefa Mining Fund Proprietary Limited (AASMF), pursuant to which Repli
agreed to issue to AASMF, and AASMF agreed to subscribe for, 15,750,000 redeemable preference shares in Repli at a
subscription price of ZAR1 per redeemable preference share (Preference Shares). On 15 November 2015, AASMF paid the
subscription price of ZAR15,750,000 (approximately $1,575,000) and Repli issued to AASMF 15,750,000 Preference Shares.
The terms of the Subscription Agreement are disclosed in the Company's quarterly cashflow reports and annual reports.
The redemption amount payable in respect of the Preference Shares is comprised of:
(a) ZAR15,750,000;
(b) any unpaid and accumulated dividends (which, as at the date of this Notice is ZAR8,737,100 (approximately
$873,710)); and
(c) a settlement premium based on internal rate of return (IRR) of 13.5%, taking into account all cash flows from the
Preference Shares in order to get an overall IRR of 13.5% (IRR is fixed for the duration that the Preference Shares
are outstanding).
As such, the redemption amount payable in respect of the Preference Shares as at the date of this Notice is ZAR24,487,100
(approximately $2,448,710).
The Company proposes to issue Shares (Redemption Shares) to AASMF in exchange for AASMF agreeing to voluntarily
redeem the Preference Shares issued by Repli pursuant to the Subscription Agreement (AASMF Share Redemption
Placement).
However, the deemed issue price for the Redemption Shares will be determined by reference to 30 day volume weighted
average price of the Shares in the period up to and including the date on which the conditions under the agreement
concluded between the Company, AASMF and Repli on 1 March 2019, in respect of the AASMF Share Redemption
Placement (AASMF Share Redemption Placement Agreement) are satisfied. One such condition is receipt of Shareholder
approval. As such, the number of Redemption Shares to be issued will not be known until after Shareholder approval has
been obtained.
Resolution 4 seeks Shareholder approval for the purposes of ASX Listing Rule 7.1 for the issue to AASMF of the Redemption
Shares in satisfaction of the redemption amount payable to AASMF by Repli for the redemption of its Preference Shares.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 1 on page 9 above.
The effect of Resolution 4 will therefore be to allow the Company to issue the Redemption Shares to AASMF pursuant to
the Security Exchange Proposal during the period of 3 months after the Meeting (or a longer period, if allowed by ASX),
without using the Company’s 15% annual placement capacity.
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 issue of
Redemption Shares to AASMF:
(a) the maximum number of Redemption Shares to be issued will be determined by reference to the following
formula:
Redemption Amount
Number of Redemption Shares to be issued = _______________________
Issue Price
where:
Redemption Amount means the amount outstanding under the Subscription Agreement as at the date of issue of
the Redemption Shares.
Issue Price means the 30 day volume weighted average price of the Shares in the period up to and including the
date on which all conditions under the AASMF Share Redemption Placement Agreement between the Company,
AASMF and Repli have been satisfied.
(b) the Redemption 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);
(c) the deemed issue price will be 30 day volume weighted average price of the Shares in the period up to and
including the date on which all conditions under the AASMF Share Redemption Placement Agreement between
the Company, Anglo and Repli have been satisfied;
(d) the Redemption Shares will be issued to AASMF;
(e) the Redemption Shares 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; and
(f) the Redemption Shares will be issued in satisfaction of the redemption amount payable by the Company's
subsidiary, Repli, to AASMF in connection with the voluntary redemption of the Preference Shares by Repli, and as
such no funds will be raised from the issue of the Redemption Shares.
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 General Meeting intends to vote all available undirected proxies in favour of Resolution 4.
Resolution 5 – Approval to Issue Tembo Options – Tembo Capital
Background
On 25 January 2019, the Company announced to the ASX that it had entered into a new unsecured $3.6M loan facility
with Tembo Capital (Loan Facility).
Under the terms of the Loan Facility, Tembo Capital may at its election, have the balance of the Loan Facility (including
capitalised interest and fees) (Outstanding Amount) repaid by the issue of Shares to Tembo Capital at a deemed issue
price of $0.026 per Share (subject to receipt of Shareholder approval). Proceeds from the Loan Facility will be used
principally to progress the bankable feasibility study, which is on track for completion in Q2 2019.
Pursuant to the terms of the Loan Facility, the Company has agreed to issue 11,000,000 options to Tembo Capital (Tembo
Options). The Tembo Options will have an exercise price of $0.03, an expiry date of 5 years after the date of issue of the
Tembo Options and will not be quoted on the ASX and will be issued on the terms otherwise set out in Schedule 2.
Technical information required by ASX Listing Rule 7.1
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 1 on page 9 above.
The effect of Resolution 5 will be to allow the Company to issue the Tembo Options to Tembo Capital during the period of
3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement
capacity.
Technical information required by ASX Listing Rule 7.3
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Tembo
Options:
(a) the maximum number of Tembo Options to be issued is 11,000,000;
(b) the Tembo Options are intended to be issued on or around 7 June 2019, 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);
(c) the Tembo Options will be granted at a nil issue price and the Company will therefore not raise any funds from the
grant of the Tembo Options;
(d) the Tembo Options will be issued to Tembo Capital (or their nominees);
(e) Each Tembo Option gives the optionholder the right to subscribe for one Share in the capital of the Company
upon exercise. The Tembo Options will be exercisable at any time during the 5 years following the date of issue of
such Tembo Options at an exercise price of $0.03 and otherwise on the terms and conditions set out in Schedule
2; and
(f) no funds will be raised from the grant of the Tembo Options, with the Tembo Options to be issued as part of the
terms of the Loan Facility. However, the Company will raise funds from any exercise of such Tembo Options. The
Company expects that such funds will be used for continue exploration programs on the Company’s tenements
located in the Northern Cape, South Africa and for working capital.
Directors' recommendation and voting intentions
The Independent Directors recommend that Shareholders vote in favour of Resolution 5. Each Independent Director
intends to vote the Shares they control in favour of Resolution 5.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 5.
Resolution 6 – Re-election of Mr Thomas Borman
Background
Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director to fill a casual
vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time
exceed the maximum number specified by the Constitution.
Any Director so appointed holds office only until the next meeting of members and is eligible for re-election at that
meeting. Mr Thomas Borman, who was appointed on 16 April 2019, retires in accordance with clause 14.3 and clause 14.4
of the Constitution and being eligible seeks re-election.
Mr Borman is a respected and highly experienced global mining executive who served more than 11 years working for the
BHP Billiton Group in various senior managerial roles, including that of Chief Financial Officer of an Australian-listed mining
company. He also held senior roles in strategy and business development and served as the project manager for the
merger integration transaction between BHP Limited and Billiton.
After leaving BHP Billiton in 2006, Mr Borman joined Warrior Coal Investments (Proprietary) Limited, where he formed part of
the executive team which established and consolidated the portfolio of assets which became the Optimum Group of
companies. Optimum listed on the Johannesburg Stock Exchange in 2010, and was subsequently acquired by Glencore
for R8.5 billion in March 2012.
Directors' recommendation and voting intentions
The Directors other than Mr Borman recommend that Shareholders vote in favour of Resolution 6. Each Director intends to
vote the Shares they control in favour of Resolution 6. Mr Borman makes no recommendation.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 6.
Resolution 7 – Re-election of Mr Godfrey Gomwe
Background
Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director to fill a casual
vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time
exceed the maximum number specified by the Constitution.
Any Director so appointed holds office only until the next meeting of members and is eligible for re-election at that
meeting. Mr Godfrey Gomwe, who was appointed on 16 April 2019, retires in accordance with clause 14.3 and clause
14.4 of the Constitution and being eligible seeks re-election.
Mr Gomwe has extensive experience as an executive in the metals and mining industries. He is the former Chief Executive
Officer of Anglo American plc.’s Thermal Coal business, where his responsibilities included oversight over Anglo’s
Manganese interests in joint venture with BHP. Previously Executive Director of Anglo American South Africa until August
2012, his career included roles as Head of Group Business Development Africa, Finance Director and Chief Operating
Officer of Anglo American South Africa. Previously, Godfrey was Chairman and Chief Executive of Anglo American
Zimbabwe Limited. He also served on a number of Anglo American Operating Boards and Executive Committees
including Kumba Iron Ore, Anglo American Platinum, Highveld Steel & Vanadium and Mondi South Africa, the latter two in
the capacity of Chairman.
Directors' recommendation and voting intentions
The Directors other than Mr Gomwe recommend that Shareholders vote in favour of Resolution 7. Each Director intends to
vote the Shares they control in favour of Resolution 7. Mr Gomwe makes no recommendation.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 7.
Resolution 8 – Proposed Grant of Options to Mr Denis Waddell (or his nominee)
Background
The Company has agreed, subject to obtaining shareholder approval, to grant 12,000,000 options (Director Options) to Mr
Waddell (or his nominee) on the terms and conditions set out below and as set out in Schedule 3.
ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue securities to
a related party (unless an exception in ASX Listing Rule 10.12 applies). As a Director of the Company Mr Waddell is a
related party for the purposes of ASX Listing Rule 10.11. Accordingly, shareholder approval is sought pursuant to ASX
Listing Rule 10.11 for the proposed grant of Director Options to Mr Waddell (or his nominee).
Separate approval under ASX Listing Rule 7.1 is not required for the proposed grant of Director Options to Mr Waddell (or
his nominee) if shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if the Resolution is passed, the
grant of Director Options to Mr Waddell (or his nominee) will not be included in the 15% calculation of the Company’s
annual placement capacity pursuant to ASX Listing Rule 7.1.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The grant of Shares constitutes giving a financial benefit and Mr Waddell is a related party of the Company by virtue of
being a Director.
The Directors (other than Mr Waddell who has a material personal interest in the Resolution) consider that Shareholder
approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Director Options
because the agreement to grant the Director Options, reached as part of the remuneration package for Mr Waddell, is
considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.
Shareholder Approval (ASX Listing Rule 10.11)
Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in
relation to the proposed grant of Director Options to Mr Waddell (or his nominee):
(a) the maximum number of Director Options proposed to be granted to Mr Waddell (or his nominee) is 12,000,000;
(b) subject to shareholder approval, the Director Options will be granted to Mr Waddell (or his nominee) no later than
1 month after the date of the General Meeting;
(c) the Director Options will be granted for nil cash consideration and accordingly no funds will be raised from the
grant of the Director Options;
(d) the exercise price of the Director Options is as shown in the table below. Any proceeds from the exercise of the
Director Options will be used for general corporate purposes; and
Number of options Exercise price
4,000,000 $0.04
4,000,000 $0.05
4,000,000 $0.06
(e) the terms and conditions of the Director Options proposed to be granted to Mr Waddell are set out in Schedule 3.
Purpose of Resolution 8
The primary purpose of the proposed grant of Director Options to Mr Waddell is to enable the Company to provide, in Mr
Waddell’s capacity as the Company’s Chairman, market appropriate non-executive director remuneration whilst both
retaining cash reserves and also encouraging non-executive directors to have a meaningful level of investment in the
Company. The Board (other than Mr Waddell) considered appropriate governance practices, market remuneration
levels and the extensive experience and reputation of Mr Waddell when considering the grant of the Director Options.
The Board considers the grant of the Director Options to Mr Waddell to be reasonable, given his contribution to date, the
reduction in cash remuneration and the necessity to attract the highest calibre of professional to the Company while
maintaining the Company's cash reserves.
Directors' recommendation and voting intentions
The Directors, other than Mr Waddell, recommend that Shareholders vote in favour of Resolution 8. Each Director (other
than Mr Waddell) intends to vote the Shares they control in favour of Resolution 8.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 8.
Resolution 9 – Proposed Grant of Options to Mr Errol Smart (or his nominee)
Background
The Company has agreed, subject to obtaining shareholder approval, to grant 30,000,000 options (Director Options) to Mr
Smart (or his nominee) on the terms and conditions set out below and as set out in Schedule 3.
ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue securities to
a related party (unless an exception in ASX Listing Rule 10.12 applies). As a Director of the Company Mr Smart is a related
party for the purposes of ASX Listing Rule 10.11. Accordingly, shareholder approval is sought pursuant to ASX Listing Rule
10.11 for the proposed grant of Director Options to Mr Smart (or his nominee).
Separate approval under ASX Listing Rule 7.1 is not required for the proposed grant of Director Options to Mr Smart (or his
nominee) if shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if the Resolution is passed, the
grant of Director Options to Mr Smart (or his nominee) will not be included in the 15% calculation of the Company’s
annual placement capacity pursuant to ASX Listing Rule 7.1.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The grant of Shares constitutes giving a financial benefit and Mr Smart is a related party of the Company by virtue of
being a Director.
The Directors (other than Mr Smart who has a material personal interest in the Resolution) consider that Shareholder
approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Director Options
because the agreement to grant the Director Options, reached as part of the remuneration package for Mr Smart, is
considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.
Shareholder Approval (ASX Listing Rule 10.11)
Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in
relation to the proposed grant of Director Options to Mr Smart (or his nominee):
(a) the maximum number of Director Options proposed to be granted to Mr Smart (or his nominee) is 30,000,000;
(b) subject to shareholder approval, the Director Options will be granted to Mr Smart (or his nominee) no later than 1
month after the date of the General Meeting;
(c) the Director Options will be granted for nil cash consideration and accordingly no funds will be raised from the
grant of the Director Options;
(d) the exercise price of the Director Options is as shown in the table below. Any proceeds from the exercise of the
Director Options will be used for general corporate purposes; and
Number of options Exercise price
10,000,000 $0.04
10,000,000 $0.05
10,000,000 $0.06
(e) the terms and conditions of the Director Options proposed to be granted to Mr Smart are set out in Schedule 3.
Purpose of Resolution 9
The primary purpose of the proposed grant of Director Options to Mr Smart is to enable the Company to provide an
overall market competitive remuneration package of which an appropriate component is both incentive based and
promotes retention. The Board (other than Mr Smart) considered the extensive experience and reputation of Mr Smart as
well as market comparable remuneration arrangements when considering the grant of the Director Options to him. The
Board considers the grant of the Director Options to Mr Smart to be reasonable, given his contribution to date, the
reduction in cash remuneration and the necessity to attract the highest calibre of professional to the Company while
maintaining the Company's cash reserves.
Directors' recommendation and voting intentions
The Directors, other than Mr Smart, recommend that Shareholders vote in favour of Resolution 9. Each Director (other than
Mr Smart) intends to vote the Shares they control in favour of Resolution 9.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 9.
Resolution 10 – Proposed Grant of Options to Mr Alexander Haller (or his nominee)
Background
The Company has agreed, subject to obtaining shareholder approval, to grant 3,000,000 options (Director Options) to Mr
Haller (or his nominee) on the terms and conditions set out below and on the terms set out in Schedule 3.
ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue securities to
a related party (unless an exception in ASX Listing Rule 10.12 applies). As a Director of the Company Mr Haller is a related
party for the purposes of ASX Listing Rule 10.11. Accordingly, shareholder approval is sought pursuant to ASX Listing Rule
10.11 for the proposed grant of Director Options to Mr Haller (or his nominee).
Separate approval under ASX Listing Rule 7.1 is not required for the proposed grant of Director Options to Mr Haller (or his
nominee) if shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if the Resolution is passed, the
grant of Director Options to Mr Haller (or his nominee) will not be included in the 15% calculation of the Company’s
annual placement capacity pursuant to ASX Listing Rule 7.1.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The grant of Shares constitutes giving a financial benefit and Mr Haller is a related party of the Company by virtue of
being a Director.
The Directors (other than Mr Haller who has a material personal interest in the Resolution) consider that Shareholder
approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Director Options
because the agreement to grant the Director Options, reached as part of the remuneration package for Mr Haller, is
considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.
Shareholder Approval (ASX Listing Rule 10.11)
Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in
relation to the proposed grant of Director Options to Mr Haller (or his nominee):
(a) the maximum number of Director Options proposed to be granted to Mr Haller (or his nominee) is 3,000,000;
(b) subject to shareholder approval, the Director Options will be granted to Mr Haller (or his nominee) no later than 1
month after the date of the General Meeting;
(c) the Director Options will be granted for nil cash consideration and accordingly no funds will be raised from the
grant of the Director Options;
(d) the exercise price of the Director Options is as shown in the table below. Any proceeds from the exercise of the
Director Options will be used for general corporate purposes; and
Number of options Exercise price
1,000,000 $0.04
1,000,000 $0.05
1,000,000 $0.06
(e) the terms and conditions of the Director Options proposed to be granted to Mr Haller are set out in Schedule 3.
Purpose of Resolution 10
The primary purpose of the proposed grant of Director Options to Mr Haller is to enable the Company to provide, in Mr
Haller’s capacity as one of the Company’s Non-executive Directors, market appropriate non-executive director
remuneration whilst both retaining cash reserves and also encouraging non-executive directors to have a meaningful
level of investment in the Company. The Board (other than Mr Haller) considered appropriate governance practices,
market remuneration levels and the extensive experience and reputation of Mr Haller when considering the grant of the
Director Options. The Board considers the grant of the Director Options to Mr Haller to be reasonable, given his
contribution to date, the reduction in cash remuneration and the necessity to attract the highest calibre of professional to
the Company while maintaining the Company's cash reserves.
Directors' recommendation and voting intentions
The Directors, other than Mr Haller, recommend that Shareholders vote in favour of Resolution 10. Each Director (other
than Mr Haller) intends to vote the Shares they control in favour of Resolution 10.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 10.
Resolution 11 – Proposed Grant of Options to Mr Mark Palmer (or his nominee)
Background
The Company has agreed, subject to obtaining shareholder approval, to grant 3,000,000 options (Director Options) to Mr
Palmer (or his nominee) on the terms and conditions set out below and on the terms set out in Schedule 3.
ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue securities to
a related party (unless an exception in ASX Listing Rule 10.12 applies). As a Director of the Company Mr Palmer is a
related party for the purposes of ASX Listing Rule 10.11. Accordingly, shareholder approval is sought pursuant to ASX
Listing Rule 10.11 for the proposed grant of Director Options to Mr Palmer (or his nominee).
Separate approval under ASX Listing Rule 7.1 is not required for the proposed grant of Director Options to Mr Palmer (or his
nominee) if shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if the Resolution is passed, the
grant of Director Options to Mr Palmer (or his nominee) will not be included in the 15% calculation of the Company’s
annual placement capacity pursuant to ASX Listing Rule 7.1.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The grant of Shares constitutes giving a financial benefit and Mr Palmer is a related party of the Company by virtue of
being a Director.
The Directors (other than Mr Palmer who has a material personal interest in the Resolution) consider that Shareholder
approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Director Options
because the agreement to grant the Director Options, reached as part of the remuneration package for Mr Palmer, is
considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.
Shareholder Approval (ASX Listing Rule 10.11)
Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in
relation to the proposed grant of Director Options to Mr Palmer (or his nominee):
(a) the maximum number of Director Options proposed to be granted to Mr Palmer (or his nominee) is 3,000,000;
(b) subject to shareholder approval, the Director Options will be granted to Mr Palmer (or his nominee) no later than 1
month after the date of the General Meeting;
(c) the Director Options will be granted for nil cash consideration and accordingly no funds will be raised from the
grant of the Director Options;
(d) the exercise price of the Director Options is as shown in the table below. Any proceeds from the exercise of the
Director Options will be used for general corporate purposes; and
Number of options Exercise price
1,000,000 $0.04
1,000,000 $0.05
1,000,000 $0.06
(e) the terms and conditions of the Director Options proposed to be granted to Mr Palmer are set out in Schedule 3.
Purpose of Resolution 11
The primary purpose of the proposed grant of Director Options to Mr Palmer is to enable the Company to provide, in Mr
Palmer’s capacity as one of the Company’s Non-executive Directors, market appropriate non-executive director
remuneration whilst both retaining cash reserves and also encouraging non-executive directors to have a meaningful
level of investment in the Company. The Board (other than Mr Palmer) considered appropriate governance practices,
market remuneration levels and the extensive experience and reputation of Mr Palmer when considering the grant of the
Director Options. The Board considers the grant of the Director Options to Mr Palmer to be reasonable, given his
contribution to date, the reduction in cash remuneration and the necessity to attract the highest calibre of professional to
the Company while maintaining the Company's cash reserves.
Directors' recommendation and voting intentions
The Directors, other than Mr Palmer, recommend that Shareholders vote in favour of Resolution 11. Each Director (other
than Mr Palmer) intends to vote the Shares they control in favour of Resolution 11.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 11.
Resolution 12 – Proposed Grant of Options to Mr Godfrey Gomwe (or his nominee)
Background
The Company has agreed, subject to obtaining shareholder approval, to grant 3,000,000 options (Director Options) to Mr
Gomwe (or his nominee) on the terms and conditions set out below and on the terms set out in Schedule 3.
ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue securities to
a related party (unless an exception in ASX Listing Rule 10.12 applies). As a Director of the Company Mr Gomwe is a
related party for the purposes of ASX Listing Rule 10.11. Accordingly, shareholder approval is sought pursuant to ASX
Listing Rule 10.11 for the proposed grant of Director Options to Mr Gomwe (or his nominee).
Separate approval under ASX Listing Rule 7.1 is not required for the proposed grant of Director Options to Mr Gomwe (or
his nominee) if shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if the Resolution is passed, the
grant of Director Options to Mr Gomwe (or his nominee) will not be included in the 15% calculation of the Company’s
annual placement capacity pursuant to ASX Listing Rule 7.1.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The grant of Shares constitutes giving a financial benefit and Mr Gomwe is a related party of the Company by virtue of
being a Director.
The Directors (other than Mr Gomwe who has a material personal interest in the Resolution) consider that Shareholder
approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Director Options
because the agreement to grant the Director Options, reached as part of the remuneration package for Mr Gomwe, is
considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.
Shareholder Approval (ASX Listing Rule 10.11)
Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in
relation to the proposed grant of Director Options to Mr Gomwe (or his nominee):
(a) the maximum number of Director Options proposed to be granted to Mr Gomwe (or his nominee) is 3,000,000;
(b) subject to shareholder approval, the Director Options will be granted to Mr Gomwe (or his nominee) no later than
1 month after the date of the General Meeting;
(c) the Director Options will be granted for nil cash consideration and accordingly no funds will be raised from the
grant of the Director Options;
(d) the exercise price of the Director Options is as shown in the table below. Any proceeds from the exercise of the
Director Options will be used for general corporate purposes; and
Number of options Exercise price
1,000,000 $0.04
1,000,000 $0.05
1,000,000 $0.06
(e) the terms and conditions of the Director Options proposed to be granted to Mr Gomwe are set out in Schedule 3.
Purpose of Resolution 12
The primary purpose of the proposed grant of Director Options to Mr Gomwe is to enable the Company to provide, in Mr
Gomwe’s capacity as one of the Company’s Non-executive Directors, market appropriate non-executive director
remuneration whilst both retaining cash reserves and also encouraging non-executive directors to have a meaningful
level of investment in the Company. The Board (other than Mr Gomwe) considered appropriate governance practices,
market remuneration levels and the extensive experience and reputation of Mr Gomwe when considering the grant of
the Director Options. The Board considers the grant of the Director Options to Mr Gomwe to be reasonable, given the
reduction in cash remuneration and the necessity to attract the highest calibre of professional to the Company while
maintaining the Company's cash reserves.
Directors' recommendation and voting intentions
The Directors, other than Mr Gomwe, recommend that Shareholders vote in favour of Resolution 12. Each Director (other
than Mr Gomwe) intends to vote the Shares they control in favour of Resolution 12.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 12.
Resolution 13 – Proposed Grant of Options to Mr Thomas Borman (or his nominee)
Background
The Company has agreed, subject to obtaining shareholder approval, to grant 3,000,000 options (Director Options) to Mr
Borman (or his nominee) on the terms and conditions set out below and on the terms set out in Schedule 3.
ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue securities to
a related party (unless an exception in ASX Listing Rule 10.12 applies). As a Director of the Company Mr Borman is a
related party for the purposes of ASX Listing Rule 10.11. Accordingly, shareholder approval is sought pursuant to ASX
Listing Rule 10.11 for the proposed grant of Director Options to Mr Borman (or his nominee).
Separate approval under ASX Listing Rule 7.1 is not required for the proposed grant of Director Options to Mr Borman (or
his nominee) if shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if the Resolution is passed, the
grant of Director Options to Mr Borman (or his nominee) will not be included in the 15% calculation of the Company’s
annual placement capacity pursuant to ASX Listing Rule 7.1.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The grant of Shares constitutes giving a financial benefit and Mr Borman is a related party of the Company by virtue of
being a Director.
The Directors (other than Mr Borman who has a material personal interest in the Resolution) consider that Shareholder
approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Director Options
because the agreement to grant the Director Options, reached as part of the remuneration package for Mr Borman, is
considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.
Shareholder Approval (ASX Listing Rule 10.11)
Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in
relation to the proposed grant of Director Options to Mr Borman (or his nominee):
(a) the maximum number of Director Options proposed to be granted to Mr Borman (or his nominee) is 3,000,000;
(b) subject to shareholder approval, the Director Options will be granted to Mr Borman (or his nominee) no later than
1 month after the date of the General Meeting;
(c) the Director Options will be granted for nil cash consideration and accordingly no funds will be raised from the
grant of the Director Options;
(d) the exercise price of the Director Options is as shown in the table below. Any proceeds from the exercise of the
Director Options will be used for general corporate purposes; and
Number of options Exercise price
1,000,000 $0.04
1,000,000 $0.05
1,000,000 $0.06
(e) the terms and conditions of the Director Options proposed to be granted to Mr Borman are set out in Schedule 3.
Purpose of Resolution 13
The primary purpose of the proposed grant of Director Options to Mr Borman is to enable the Company to provide, in Mr
Borman’s capacity as one of the Company’s Non-executive Directors, market appropriate non-executive director
remuneration whilst both retaining cash reserves and also encouraging non-executive directors to have a meaningful
level of investment in the Company. The Board (other than Mr Borman) considered appropriate governance practices,
market remuneration levels and the extensive experience and reputation of Mr Borman when considering the grant of the
Director Options. The Board considers the grant of the Director Options to Mr Borman to be reasonable, given the
reduction in cash remuneration and the necessity to attract the highest calibre of professional to the Company while
maintaining the Company's cash reserves.
Directors' recommendation and voting intentions
The Directors, other than Mr Borman, recommend that Shareholders vote in favour of Resolution 13. Each Director (other
than Mr Borman) intends to vote the Shares they control in favour of Resolution 13.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 13.
Glossary
$ means Australian dollars.
3% Creep Exemption has the meaning set out in the Background to Resolution 2.
AEMFC means African Exploration and Mining Finance Corporation (SCO) Limited.
AASMF means Anglo American sefa Mining Fund Proprietary Limited.
AASMF Share Redemption Placement has the meaning set out in the Background to Resolution 4.
AASMF Share Redemption Placement Agreement has the meaning set out in the Background to Resolution 4.
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.
Attaching Option means an option to subscribe for one Share exercisable at $0.05 each on or before 31 October 2019
and otherwise on the terms and conditions set out in Schedule 1.
AWST means Australian Western Standard Time.
Bartotrax means Bartotrax Proprietary Limited.
BEE means Black Economic Empowerment.
BEE Restructure has the meaning given in the Background to Resolution 1.
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 means the chairperson of the Meeting.
Closely Related Party In relation to a member of Key Management Personnel, means the members’ spouse, child or
dependant (or a child or dependant of the member’s spouse), anyone else in the member’s family who may be
expected to influence or be influenced by the member in the member’s dealings with the Company (or the Company’s
group), and any company the member controls.
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).
Director Options means each option to subscribe for one Share to be granted to each Director pursuant to Resolutions 8
to 13 and otherwise on the terms and conditions set out in Schedule 3.
Directors means the current directors of the Company.
Existing BEE Investors means each of Mosiapoa, Power Matla and AEMFC.
Existing BEE Investor Share Exchange has the meaning set out in the Background to Resolution 1.
Existing BEE Investor Share Exchange Shares has the meaning set out in the Background to Resolution 1.
Explanatory Memorandum means the explanatory memorandum accompanying the Notice.
General Meeting or Meeting means the meeting convened by the Notice.
Independent Directors means each of Messrs Denis Waddell, Alexander Haller, Errol Smart, Godfrey Gomwe and Thomas
Borman.
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.
Mosiapoa means The Trustees for the time being of the Mosiapoa Family Trust (or its nominee).
Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.
Power Matla means Power Matla Proprietary Limited.
Preference Shares has the meaning set out in the Background to Resolution 3.
Proxy Form means the proxy form accompanying the Notice.
Repli means Repli Trading No.27 Pty Ltd.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Rich Rewards means Rich Rewards Trading 437 Proprietary Limited.
SA Time means South African time.
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.
Subscription Agreement has the meaning set out in the Background to Resolution 4.
Tembo Capital means Tembo Capital Mining Fund II LP and its affiliated entities.
Tembo Options means each option to subscribe for one Share to be issued to Tembo Capital, exercisable at $0.03 each
on or before 5 years from the date of issue and otherwise on the terms and conditions set out in Schedule 2.
Vardocube means Vardocube Proprietary Limited.
Schedule 1 – Terms and Conditions of Attaching Options (General Placement 1 and General Placement 2)
The Attaching Options to be granted will be granted on the following terms and conditions:
(a) Each Attaching Option gives the optionholder the right to subscribe for one ordinary share (Share) in the capital
of Orion Minerals Ltd (Company) upon exercise of the Attaching Option in accordance with the terms and
conditions of the Attaching Options.
(b) The Attaching Options may not be transferred.
(c) The Attaching Options will expire at 5.00pm (Melbourne time) on 31 October 2019 (Expiry Date). Any Attaching
Options not exercised prior to the Expiry Date will automatically expire at this time. The amount payable upon
exercise of each Attaching Option is $0.05 (Exercise Price).
(d) The Attaching Options held by the optionholder may only be exercised in whole (not in part).
(e) Subject to paragraphs (f) and (g), the optionholder may exercise their Attaching Options by lodging with the
Company, before the Expiry Date:
A. a written notice of exercise of Attaching Options specifying the number of Attaching Options being
exercised; and
B. a cheque or electronic funds transfer for the Exercise Price for the number of Attaching Options being
exercised,
(Exercise Notice).
(f) The optionholder must notify the Company in writing at least 10 Business Days prior to issuing an Exercise Notice
of its intention to do so.
(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in
cleared funds.
(h) Within 10 Business Days of receipt of an effective Exercise Notice accompanied by the Exercise Price, the
Company will issue the number of Shares required under these terms and conditions in respect of the number of
Attaching Options specified in the Exercise Notice.
(i) Notwithstanding any other term of these Attaching Options, the Company is entitled to refuse to issue Shares
upon application for exercise of the Attaching Options, if the exercise would result in a person acquiring voting
power (as that term is defined in the Corporations Act 2001 (Cth) (Corporations Act) in the Company of greater
than 20% in breach of section 606 of the Corporations Act (or any equivalent provision) provided that the
Company must take all steps within its power (including providing information and holding shareholder
meetings) to assist the optionholder to obtain such approvals as are required.
(j) Subject to paragraph (k), all Shares issued upon the exercise of Attaching Options will, from the date of issue,
rank pari passu in all respects with other Shares.
(k) A Share issued upon the exercise of Attaching Options is only entitled to receive a dividend where the Attaching
Option has been exercised and the Share is issued on or before the record date for that dividend.
(l) The Company will not apply for quotation of the Attaching Options on ASX or JSE. However, Orion will apply for
quotation of all Shares issued pursuant to the exercise of Attaching Options on the ASX or JSE (as requested by
the optionholder) promptly after the issue of those Shares.
(m) Subject to paragraphs (o), (p) and (q), the optionholder will not be entitled to participate in new issues of
capital offered to holders of Shares in the Company prior to the exercise of the Attaching Options. However,
the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will
be at least 2 Business Days after the issue is announced. This will give the optionholder the opportunity to
exercise their Attaching Options prior to the date for determining entitlements to participate in any such issue.
(n) The optionholder will not have any right to attend and vote at general meetings.
(o) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of
capital) of the Company, the Attaching Options shall be treated in a manner consistent with the Corporations
Act and the ASX Listing Rules as in force as at the date of any such reconstruction.
(p) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders
after the date of issue of the Attaching Options, the exercise price of the Attaching Options may be reduced in
accordance with the formula set out in the ASX Listing Rules from time to time.
(q) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the
Attaching Options, the number of securities over which an Attaching Option is exercisable may be increased by
the number of securities which the optionholder would have received if the Attaching Option had been
exercised before the record date for the bonus issue in accordance with the ASX Listing Rules.
(r) Other than as provided for above, the Attaching Options do not confer any right upon the optionholder to a
change in the exercise price of each Attaching Option or a change in the number of Shares over which each
Attaching Option can be exercised.
(s) Any notices to an optionholder regarding an Attaching Option will be sent to the address of the optionholder in
the Register.
(t) The Company is not responsible for any duties or taxes which may become payable in connection with the issue
of Shares pursuant to an exercise of the Attaching Options or any other dealing with the Attaching Options or
Shares.
Schedule 2 – Terms and Conditions of Tembo Options
The Tembo Options to be granted will be granted on the following terms and conditions:
(a) Each Tembo Option gives the optionholder the right to subscribe for one ordinary share (Share) in the capital of
Orion Minerals Ltd (Company) upon exercise of the Tembo Option in accordance with the terms and conditions
of the Tembo Options.
(b) The Tembo Options may not be transferred.
(c) The Tembo Options will expire at 5.00pm (Melbourne time) on the date which is 5 years after the date of issue of
the Tembo Options (Expiry Date). Any Tembo Options not exercised prior to the Expiry Date will automatically
expire at this time. The amount payable upon exercise of each Tembo Option is $0.03 (Exercise Price).
(d) The Tembo Options held by the optionholder may only be exercised in whole (not in part).
(e) Subject to paragraphs (f) and (g), the optionholder may exercise their Tembo Options by lodging with the
Company, before the Expiry Date:
A. a written notice of exercise of Tembo Options specifying the number of Tembo Options being exercised;
and
B. a cheque or electronic funds transfer for the Exercise Price for the number of Tembo Options being
exercised,
(Exercise Notice).
(f) The optionholder must notify the Company in writing at least 10 Business Days prior to issuing an Exercise Notice
of its intention to do so.
(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in
cleared funds.
(h) Within 10 Business Days of receipt of an effective Exercise Notice accompanied by the Exercise Price, the
Company will issue the number of Shares required under these terms and conditions in respect of the number of
Tembo Options specified in the Exercise Notice.
(i) Notwithstanding any other term of these Tembo Options, the obligation of the Company to issue Shares upon
application for exercise of the Tembo Options is subject to receipt of approval of the Company's shareholders.
(j) Subject to paragraph (k), all Shares issued upon the exercise of Tembo Options will, from the date of issue, rank
pari passu in all respects with other Shares.
(k) A Share issued upon the exercise of Tembo Options is only entitled to receive a dividend where the Tembo
Option has been exercised and the Share is issued on or before the record date for that dividend.
(l) The Company will not apply for quotation of the Tembo Options on ASX or JSE. However, Orion will apply for
quotation of all Shares issued pursuant to the exercise of Tembo Options on the ASX promptly after the issue of
those Shares.
(m) Subject to paragraphs (o), (p) and (q), the optionholder will not be entitled to participate in new issues of
capital offered to holders of Shares in the Company prior to the exercise of the Tembo Options. However, the
Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be
at least 2 Business Days after the issue is announced. This will give the optionholder the opportunity to exercise
their Tembo Options prior to the date for determining entitlements to participate in any such issue.
(n) The optionholder will not have any right to attend and vote at general meetings.
(o) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of
capital) of the Company, the Tembo Options shall be treated in a manner consistent with the Corporations Act
and the ASX Listing Rules as in force as at the date of any such reconstruction.
(p) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders
after the date of issue of the Tembo Options, the exercise price of the Tembo Options may be reduced in
accordance with the formula set out in the ASX Listing Rules from time to time.
(q) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the
Tembo Options, the number of securities over which a Tembo Option is exercisable may be increased by the
number of securities which the optionholder would have received if the Tembo Option had been exercised
before the record date for the bonus issue in accordance with the ASX Listing Rules.
(r) Other than as provided for above, the Tembo Options do not confer any right upon the optionholder to a
change in the exercise price of each Tembo Option or a change in the number of Shares over which each
Tembo Option can be exercised.
(s) Any notices to an optionholder regarding a Tembo Option will be sent to the address of the optionholder in the
Register.
(t) The Company is not responsible for any duties or taxes which may become payable in connection with the issue
of Shares pursuant to an exercise of the Tembo Options or any other dealing with the Tembo Options or Shares.
Schedule 3 – Terms and Conditions of Director Options
(a) Each Director Option gives the optionholder the right to subscribe for one ordinary share (Share) in the capital of
Orion Minerals Ltd (Company) upon exercise of the Director Options in accordance with the terms and conditions
of the Director Options.
(b) The Director Options vest as follows:
A. subject to paragraph (B), one third of the Director Options held by each optionholder will vest on 30 April
2019, one third of the Director Options held by each optionholder will vest on 30 April 2020 and one third
of the Director Options held by each optionholder will vest on 30 April 2021; and
B. notwithstanding paragraph (A), 100% of the Director Options will vest immediately upon:
i. the Board of the Company making a recommendation to Shareholders to accept a takeover
bid for all of the issued Shares of the Company;
ii. the despatch of a notice of general meeting to consider a scheme of arrangement between
the Company and its creditors or members or any class thereof pursuant to section 411 of the
Corporations Act; or
iii. the date upon which a person or a group of associated persons becomes entitled subsequent
to the date of grant of the Director Options, to sufficient Shares to give it or them the ability, in
general meeting, to replace all or a majority of the Board in circumstances where such ability
was not already held by a person associated with such person or group of associated persons.
(c) The Director Options will expire as follows:
A. notwithstanding paragraph (B), where the optionholder ceases to be a Director of Orion for any reason,
then, unless otherwise resolved by the Board of the Company, any Director Options which have not yet
vested at that time will be forfeited by the optionholder and shall expire.
B. subject to paragraph (A), the Director Options held by an optionholder will expire on the earlier of:
i. 60 days subsequent to the date on which the relevant optionholder ceases to be a Director;
and
ii. 5.00pm (Melbourne time) on 30 April 2024,
(Expiry Date). Any vested Director Options not exercised will automatically expire at this time.
(d) The amount payable upon exercise of each Director Option will be as set out in the table below (Exercise Price).
Number of options Exercise price Vesting Date
One third of the Director Options held by the optionholder $0.04 30 April 2019
One third of the Director Options held by the optionholder $0.05 30 April 2020
One third of the Director Options held by the optionholder $0.06 30 April 2021
(e) The Director Options held by the optionholder may be exercised in whole or in part, and if exercised in part,
multiples of 1,000 must be exercised on each occasion.
(f) Subject to paragraph (e), the optionholder may exercise their Director Options by lodging with the Company,
on or after the Vesting Date and before the Expiry Date:
A. a written notice of exercise of Director Options specifying the number of Director Options being exercised;
and
B. a cheque or electronic funds transfer for the Exercise Price for the number of Director Options being
exercised,
(Exercise Notice).
(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in
cleared funds.
(h) Within 10 Business Days of receipt of an effective Exercise Notice accompanied by the Exercise Price, the
Company will issue the number of Shares required under these terms and conditions in respect of the number of
Director Options specified in the Exercise Notice.
(i) The Director Options may not be transferred or encumbered without the Board’s prior approval.
(j) All Shares issued upon the exercise of Director Options will from the date of issue rank pari passu in all respects
with other Shares.
(k) The Company will not apply for quotation of the Director Options on ASX. However, the Company will apply for
quotation of all Shares issued pursuant to the exercise of Director Options on ASX within 10 Business Days after
the date of issue of those Shares.
(l) Subject to paragraphs (n) and (p), the optionholder will not be entitled to participate in new issues of capital
offered to holders of Shares in the Company prior to the exercise of the Director Options. However, the
Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be
at least 2 Business Days after the issue is announced. This will give the optionholder the opportunity to exercise
their Director Options prior to the date for determining entitlements to participate in any such issue.
(m) The optionholder will not have any right to attend and vote at general meetings.
(n) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of
capital) of the Company, the Director Options shall be treated in a manner consistent with the Corporations Act
and the ASX Listing Rules as in force as at the date of any such reconstruction.
(o) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders
after the date of grant of the Director Options, the exercise price of the Director Options may be reduced in
accordance with the formula set out in the ASX Listing Rules in force from time to time.
(p) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of grant of
the Director Options, the number of securities over which a Director Option is exercisable may be increased by
the number of securities which the optionholder would have received if the Director Option had been exercised
before the record date for the bonus issue in accordance with the ASX Listing Rules in force from time to time.
(q) Other than as provided for above, the Director Options do not confer any right upon the optionholder to a
change in the exercise price of each Director Option or a change in the number of Shares over which each
Director Option can be exercised.
ENQUIRIES
Investors Media JSE Sponsor
Errol Smart – Managing Director & CEO Nicholas Read Barnaby Hayward Rick Irving
Denis Waddell – Chairman Read Corporate, Australia Tavistock, UK Merchantec Capital
T: +61 (0) 3 8080 7170 T: +61 (0) 419 929 046 T: +44 (0) 787 955 1355 T: +27 (0) 11 325 6363
E: info@orionminerals.com.au E: nicholas@readcorporate.com.au E: orion@tavistock.co.uk E:rick@merchantec.co.za
Suite 617, 530 Little Collins Street
Melbourne, VIC, 3000
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