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ORION MINERALS LIMITED - Prieska Bankable Feasibility Study Confirms Long-Life, High-Margin South Africa Copper And Zinc Mine

Release Date: 26/06/2019 09:04
Code(s): ORN     PDF:  
 
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Prieska Bankable Feasibility Study Confirms Long-Life, High-Margin South Africa Copper And Zinc Mine

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”)

PRIESKA BANKABLE FEASIBILITY STUDY CONFIRMS LONG-LIFE, HIGH-MARGIN SOUTH AFRICA COPPER AND ZINC MINE WITH
STRONG ECONOMICS

Bankable Feasibility Study (BFS) completed on modern 2.4Mtpa underground and open pit mining operation
at the Prieska Project in the Northern Cape region of South Africa.
The BFS delivers strong project economics with:
       o   Undiscounted free cash-flows of AUD1.1 billion pre-tax (AUD819M post-tax).
       o   NPV of AUD574M pre-Tax (AUD408M post-tax) at an 8% discount rate.
       o   IRR of 38% pre-Tax (33% post-tax).
       o   Peak funding requirement of AUD378M.
       o   Payback period from first production of 2.9 years.
       o   All-in-sustaining margin of 44%.
       o   All-in-sustaining unit costs of AUD5,470/t (USD3,773/t) of copper equivalent metal sold.
10-year ‘Foundation Phase’ delivering payable metal production of 189kt of Copper and 580kt of Zinc in
differentiated concentrates.
Maiden Ore Reserve of 13.62Mt at 1.1% Cu and 3.2% Zn for 143kt of contained copper and 433kt of contained
zinc.
Total milled production 20.8Mt at 1.1% Cu and 3.4% Zn (comprising 65% Probable Ore Reserves and 35%
Inferred Minerals Resources).
Outstanding mine plan optimisation and extensional opportunities including:
       o   Over 9Mt at 1.1% Cu and 3.6% Zn of Mineral Resources not included in the current mine plan.
       o   Existing mineralised pillars being assessed for future extraction.
       o   Potential additional cashflows from barite and pyrite by-products.
       o   High grade drilling intersections on the periphery of the deposit.
       o   Significant identified satellite deposit potential within an emerging VMS camp.

Next Steps, with the granting of Mining Rights imminent:
   - Complete optimisation of the BFS plan.
   - Advance project financing discussions.
   - Advance project implementation planning.
   -   Conclude agreements with concentrate off-take partners and key suppliers.


Orion’s Managing Director and CEO, Errol Smart, commented:
“We are delighted with the results of the BFS, which confirm the quality and scale of the Prieska Project and put
Orion firmly on-track to become a major new South African base metal producer. The BFS suggests that Prieska
will be a high-margin, long life asset, delivering AUD1.1 billion of pre-tax free-cashflow, a pre-tax Net Present
Value of AUD574 million at an 8% discount rate and an all-in-sustaining margin of 44% during the 10-year
Foundation Phase of the Project.
Importantly, the capital payback period is short - at just under three years from first production, with a low unit
operating cost base to take advantage of most metal price environments. There is also ample scope to
significantly extend the mine life through further mining studies, drilling and exploration programs to extend the
deposit, which remains open at depth and along strike. The huge potential for additional satellite discoveries
both within the immediate near-mine environment and within the broader region provides us with a very strong
project pipeline which we believe will see us operating in this district for many decades to come.
We have long believed Prieska represents a highly valuable strategic asset with the potential to become a
significant source of high-quality copper and zinc concentrates that we believe are highly sought-after in global
markets. The favourable results from the BFS strongly support that belief and provide us with the framework to
progress this high-quality asset towards financing and production, with an initial focus on harvesting the high-
quality resources delineated by our extensive drilling programs undertaken over the past two years.
The Prieska BFS also provides the platform for us to progress the development of what will be a new-generation
mining project for South Africa, fully-compliant with the new South African Mining Charter and backed by a
strong group of BEE investors and including our host community and employees as shareholders alongside our
existing cornerstone shareholders.
With the Prieska BFS now complete and granting of the Mining Right imminent, we intend to fully focus on
progressing discussions with project financiers, concentrate off-take partners and key suppliers. We expect to be
in a position to make a Final Investment Decision for the Prieska Project development in the second half of this
year, putting us on-track to commence construction in late 2019 or early 2020,” he said. “I would like to
acknowledge the enormous effort of our hard-working team in delivering this outstanding result, which sets Orion
up to begin its transformation from explorer to developer.”


Disclosure on Forward Looking Statements
The Bankable Feasibility Study (BFS) reported on herein determines the commercial viability of establishing mining
and ore processing operations on the Prieska Copper-Zinc Project (the Project). The BFS has been prepared to
an estimation accuracy level of ± 15%. It contains Production Targets and forecast financial information
supported by a combination of Probable Ore Reserves and Inferred Mineral Resources, all estimated and
disclosed in compliance with ASX Listing Rules and JORC Code (2012) reporting standards. Orion is satisfied that
the portions of Inferred Mineral Resources included in the Production Targets (never more than 35% of the mining
plan) are not the determining factor in project viability and do not feature as a significant portion early in the
mining plan.

Note that there is a low level of geological confidence associated with Inferred Mineral Resources and there is
no certainty that further exploration work will result in the determination of Indicated Mineral Resources or that
the portion of the production target reliant on Inferred Mineral Resources will be realised.

All material assumptions for the BFS are outlined in this report. These include assumptions about the availability of
funding. While Orion considers all of the material assumptions to be based on reasonable grounds, there is no
certainty that they will prove to be correct or that the range of outcomes indicated by the BFS will be achieved.
Funding in the order of AUD380M (which incorporates a 10% contingency allowance) will be required.

Orion Minerals Ltd (ASX/JSE: ORN) (Orion or Company) is pleased to present the outcomes of a Bankable
Feasibility Study for the Foundation Phase of its Prieska Copper-Zinc Project (Prieska Project or Project), located
in the Northern Cape Province of South Africa (BFS or Study).

The Study confirms the potential of the Prieska Project to underpin a significant near-term, low-cost, copper and
zinc development project, with exceptional opportunities for future growth. Based on Study assumptions, the
Project will provide excellent financial returns, for a relatively modest capital investment, given the scale of
operations envisaged and the fact that the new production hub is located within a highly-endowed but under-
explored volcanic massive sulphide (VMS) district, with significant long-term exploration potential.
                                                                                                       
The BFS investigated the commercial viability of a mining plan for the Foundation Phase aimed at establishing
mine infrastructure and operational capacity that is intended to establish the platform for further mining of
deposit extensions and the exploration and mine development of neighbouring prospects (Foundation Phase).

The Foundation Phase runs for 10 years of run-of-mine production at a design ore processing rate of 2.4Mtpa. This
phase targets the exploitation of those portions of the Prieska deposit that were upgraded to Indicated and
Inferred Mineral Resources from the first surface-based drilling campaign conducted between 2017 and 2018.
The Production Target is composed of 65% Probable Ore Reserves and 35% Inferred Mineral Resources, with Ore
Reserves predominating during the early stages of the mining plan. The Ore Reserves and Mineral Resources
underpinning the Production Target have been prepared by competent persons in accordance with the
requirements in Appendix 5A (JORC Code).

Both underground and surface mining methods are planned to be used in conjunction with conventional froth-
flotation concentration to produce differentiated copper (Cu) and zinc (Zn) concentrates for export.

Key assumptions and results of the BFS are presented in Table 1 below:

                                                             Executive Dashboard
                Production and Financial Summary                                                     Model: OR + IMRE
Price and FX Assumptions                 Unit          Value        Financial Performance                                Unit            Value
Metal price – Cu                        USD/t           6,834       NPV pre-tax (post-tax) @ 8% discount rate           AUD M          574 (408)
Metal price – Zn                        USD/t           2,756       IRR pre-tax (post-tax)                                %            38% (33%)
Exchange rate                         ZAR:USD          14.5 :1      Payback from first production                       years              2.9
                                                                     Undiscounted free cash flow pre-tax (post-
Exchange rate                         ZAR:AUD           10 : 1                                                          AUD M          1,127 (819)
                                                                     tax)
Exchange rate                         AUD:USD          1.45 : 1     Peak funding                                        AUD M             378


Production Metrics                       Unit          Value        Project Cost Metrics                                 Unit            Value
Life of Mine                            Years            9.7        Average cash operating unit cost (C1)               AUD/t              80
Treatment plant capacity                Mtpa             2.4        All-in-sustaining cost per unit ROM t               AUD/t              94
ROM Plant Feed – tonnage                  kt           20,827       All-in-sustaining cost per unit Cu_Eq t sold       AUD/t Cu          5,470
ROM Plant Feed – grade - Cu               %            1.10%        All-in-sustaining cost per unit Zn_Eq t sold       AUD/t Zn          1,582
ROM Plant Feed – grade - Zn               %            3.35%        Price received (net of NSR) - Cu                   AUD/t Cu          9,785
Overall Plant Recovery - Cu               %            82.7%        Price received (net of NSR) - Zn                   AUD/t Zn          2,830
Overall Plant Recovery - Zn               %            83.0%        All-in-sustaining margin                              %               44%
Concentrate tonnage - Cu                  kt             790        Operating breakeven grade (Cu_Eq)                     %               1.2%
Concentrate tonnage - Zn                  kt            1,180
Concentrate grade – Cu
                                           %        23.8% (25.6%)
U/G (O-Pit)
Concentrate grade – Zn U/G
                                           %        49.9% (35.5%)
(O-Pit)
NSR as % of metal price – Cu U/G
                                           %        98.7% (91,2%)
(O-Pit)
NSR as % of metal price – Zn U/G
                                           %        71.3% (53.7%)    Project Cash Flows                                   Unit            Value
(O-Pit)
Metal sold (in concentrates) - Cu      tonnes         189,000       LoM net revenue                                     AUD M            3,284
Metal sold (in concentrates) - Zn      tonnes         580,000       LoM operating costs (+ Royalty and Tax)             AUD M            1,673
Total Sales as Cu equivalent           tonnes         357,000       Project Start-up Capital Expenditure                AUD M             402
Total Sales as Zn equivalent           tonnes        1,233,000      Sustaining Capital Expenditure                      AUD M              83
There is a low level of geological confidence associated with Inferred Mineral Resources included in the Production Target and there is no certainty
that further exploration work will result in the determination of Indicated Mineral Resources or that the Production Target or financial forecast
information will be realised.

Table 1: Key BFS Results for the Foundation Phase of the Prieska Copper-Zinc Project. Note that the Study estimation accuracy level is ± 15%.

The Foundation Phase of the Project has undiscounted cashflows of AUD1.1 billion pre-tax (AUD819M post-tax),
a Net Present Value (NPV) of AUD574M pre-tax and post-royalties (AUD408M post-tax, post royalties), using non-
inflation-adjusted estimates and a discount rate of 8%, and achieves an Internal Rate of Return (IRR) of 38% pre-
                                                                                                                                      
tax (33% post-tax). The NPV is based on long-term forecast metal prices of USD$6,834/tonne for copper and
USD$2,756/tonne for zinc1.

Peak funding requirements amount to AUD378M including a 10% contingency allowance. This would occur in
the third year of the capital expenditure (CAPEX) program. CAPEX incorporates establishment costs for open pit
mining which is planned at the end of the Foundation Phase. Payback is planned to occur 5 years from the start
of construction or 2.9 years from the start of production.

Unit all-in-sustaining costs (AISC) over the duration of the Foundation Phase would be approximately AUD5,470/t
(USD$3,773/t) copper equivalent metal sold. The realised price (net of smelter charges) would be AUD9,785/t
(USD$(6,748t) copper equivalent metal sold, yielding in the order of a 44% all-in-sustaining margin. The operating
break-even grade is estimated at 1.2% copper equivalent, well below the Ore Reserves grade of 2.1% copper
equivalent (Cu_Eq grade (2.1%) = Cu grade (1.1%) + 0.3 x Zn grade (3.4%))2, applied in the production schedule.

The NPV estimate is most sensitive to the ZAR-USD exchange rate and least sensitive to capital expenditure. Pre-
tax NPV increase from AUD348M to AUD741M as the ZAR-USD exchange rate increases from -15% of the base
assumption of 14.5, to +15%. In the case of CAPEX variance, the pre-tax NPV is at a high of AUD622M when the
CAPEX is -15% of the base assumption and reduces to a low of AUD526M if CAPEX is increased to +15% of the
base assumption.

Beyond the Foundation Phase, it is anticipated that mine-life extension will be underpinned by delineated Mineral
Resources not yet incorporated into the mining plan as well as known deposit extensions and existing pillars which
are anticipated to require low or no additional capital investment to extend the mine life. Some 9.7Mt of
Indicated and Inferred Mineral Resources at grades of 1.1% copper and 3.6% zinc remain outside the immediate
mining plan, providing near-term potential to optimise mine plans to incorporate more of these resources into
the Foundation Phase. Significant potential for nearby satellite deposits has also been identified.

PRIESKA BANKABLE FEASIBILITY STUDY TECHNICAL REPORT EXTRACTS

Nature of and Contributions to the BFS
The BFS is based on work carried by various consultants and specialists reporting to the Orion Minerals owner’s
team.

The consultants and specialists are: DRA Projects South Africa (Pty) Ltd; A&B Global Mining; ABS Africa (Pty) Ltd;
BPDT & Co.; Bluhm Burton Engineering & Ventilation Consultants; Beulah Africa Pty Ltd; Cart Investments (Pty) Ltd;
Earth Science Solutions; Endeavour Financial Limited; Falcon & Hume Attorneys; Fraser McGill Mining & Minerals
Advisory; Knight Piésold; METC Engineering Consultants (Pty) Ltd; Mets Consulting South Africa; Patterson &
Cooke; PCDS Consultants Pty Ltd; Power Plant Electrical Technologies (Pty) Ltd; Professional Cost Consultants
(Pty) Ltd; Questco (Pty) Ltd; Shift Innovations Pty Ltd; Steffen, Robertson & Kirsten South Africa Pty Ltd; The MSA
Group (Pty) Ltd; Turnkey Civil (International) Group (Pty) Ltd; VBKom Engineering Consultants; and Z Star Mineral
Resource Consultants (Pty) Ltd. Orion’s owner’s team had overall project management oversight.

References are also made to historical and other more current Project documents.

The report complies with Australian Securities Exchange (ASX) listing rules and Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves (JORC (2012)) reporting standards.

Metal price assumptions based on CIBC Analyst commodity long-term forecast (29 April 2019).
2Method used to determine Cu equivalent Zn grades:
1% Zn = (Zn price x Zn payability) x (Zn plant recovery) = (2,756 x 70.8%) x (83.0%) = 0.3% Cu
        (Cu price x Cu payability) (Cu plant recovery) (6,834 x 98.2%) (82.7%)
Cu Equivalent grade = Cu grade + 0.3 x Zn grade.
Recovery assumptions are based on metallurgical test work completed to date at Mintek Laboratories (South Africa) under the supervision of DRA. Refer to

Table 1 in the Appendices.
                                                                                                                                             
Project Context and Overview
The Project is located in the Northern Cape Province of South Africa. Figure 1 outlines the location of the
Company’s exploration activities, with the Prieska Project located at the southern extent, approximately 60km
south-west of the town of Prieska.

The BFS evaluates the establishment of new mining operations at the Prieska Copper Mine (PCM) which has been
closed since 1991. The mine was previously owned and operated by Prieska Copper Mine Limited, a subsidiary
of Anglo-Transvaal Consolidated Investment Company Limited (Anglovaal).

Figure 1: Location of the Prieska Copper-Zinc Project, Northern Cape Province, South Africa.

The BFS, as summarised herein, was carried out to a cost estimation accuracy level of ± 15% and is supported by
a Mineral Resource estimated in accordance with JORC Code guidelines, as announced in January 2019 (refer
ASX release 15 January 2019). A detailed underground mine design and schedule, as well as a practical pit
design and schedule were completed, containing a combination of Probable Ore Reserves and no more than
21% Inferred Mineral Resources for the first 8 years of production.

The remaining 2 years of the Foundation Phase Production Target is composed of Indicated and Inferred Mineral
Resources evaluated by Mine Stope Optimiser (for underground run-of-mine material), and incorporated inside
an optimisation economic pit-shell (for open-pit run-of-mine material), using the cost structure and mine
modifying factors derived from the first 8 years of the mining plan. In the Study, underground mining is planned
to predominate during the first 8 years of production, with open pit mining planned in the latter years.
                                                                                                     
The Foundation Phase excludes known deposit extensions, remnant pillars and satellite deposits. Some 9.7Mt of
delineated Indicated and Inferred Mineral Resources at grades of 1.1% copper and 3.6% zinc have been
evaluated to remain outside the immediate mining plan, providing an opportunity to further refine the plan to
incorporate some of these excluded Mineral Resources. Project financial evaluations have therefore been
limited to considering the Foundation Phase only.

Ownership and Mineral Tenements
Orion completed the acquisition of Agama Exploration and Mining (Pty) Ltd (Agama) in March 2017. Through
Agama’s subsidiary companies, Repli Trading No 27 (Pty) Ltd (Repli) and Vardocube (Pty) Ltd (Vardocube), Orion
will hold a 70% interest in both the Repli Prospecting Right and the Vardocube Prospecting Right, after reducing
its shareholdings in line with South African regulations and policy relating to Black Economic Empowerment (BEE).
Together these tenements cover the Project site.

The remaining ownership of the Project is to be held by BEE companies (20%), a community fund (5%) and an
employee share scheme (5%), as guided by legislative and Mining Charter III prescriptions for promoting
transformation. Orion and the BEE partners will proportionately contribute to all project development funding
needs. The community fund and employee share scheme are not required to directly contribute to funding
project development upfront. However, Orion and the BEE companies are entitled to recover all funding
contributions they each make on behalf of the community fund and employee share scheme from project
cashflows.

Applications for the Mining Right (MRA), Integrated Waste and Water Management Plan licence (IWWMP),
Integrated Water Use Licence (IWUL) and Environmental Authorisation (EA) for the Repli project area were
submitted to the relevant authorities in April 2018. Applications for the Vardocube project area were submitted
in September 2018. The first of this suite of permits is expected to be granted during Q3 2019, allowing mine
construction to be able to commence in the calendar year 2019. Key land access agreements are already in
place.

Figure 2: Mineral Tenement Map for the Project Area.

                                                                                                    
History
PCM operated the mine from 1971 until 1991. During this time, the mine processed 46Mt of run-of-mine (ROM)
material and produced 1.01Mt of zinc and 0.43Mt of copper as high-grade concentrates, whilst achieving
average processing plant recoveries of 84.3% for zinc and 84.9% for copper, (refer ASX release 15 November
2017). Reported ‘mineral reserve’ grades at the time the original mine was commissioned were 3.8% zinc and
1.7% copper3. Pyrite was also intermittently produced as a by-product. The concentrates were sent to either
O'kiep or Zincor for smelting or Saldanha Bay for export.

Existing infrastructure
Despite the Project site being located in a remote part of South Africa, with no nearby large human settlements,
it is well-serviced by infrastructure that was established for the previous mining operation. Existing infrastructure
includes a water pipeline from the Orange River, tarred roads, national grid power supply and a 1.7km-long air
strip. The village of Copperton, which is located 4km by road from the main rock hoisting shaft, used to be the
principal residence for the PCM community. The town is still in use, though only 40 of the original 300 houses
remain. The farming service town of Prieska, with a population of 16,000, lies 60km north-east of the Project site.
The operating rail siding of Groveput, located 50km from the Project site, on-route to the town of Prieska, provides
rail access to the main Kimberley – De Aar railway line.

The main hoisting shaft, which is 1,024m deep, 8.8m in diameter and concrete-lined, along with associated
concrete headgear, remain intact. New infrastructure, such as rock-and-materials winders, underground rock
handling facilities, an ore processing plant and related surface infrastructure, is designed to be purpose-built for
the new mine. The mine is currently flooded to a depth of 330m below surface and 14-months of pumping is
planned to de-water the mine.

Mineral Resources and Exploration
The Prieska Deposit is a VMS-style deposit, with mineralisation defined along 2.4km of a northwest-southeast
trending strike extent and down to a depth of 1.25km. Mineralisation of Cu, Zn, silver (Ag) and gold (Au) is in
massive sulphides distributed as a persistent lens within gneiss rock assemblages.

Note that these were historical estimates not compiled in accordance with JORC Code guidelines.
                                                                                                         
Figure 3: Geological cross-section through the Prieska Deposit. (modified after Theart et al, 1989 and Wagner and Van Schalkwyk, 1986).

By the time the mine closed, the deposit had been exploited to a depth of 900m below surface. In addition,
strike and dip extensions had been identified, mineral resource estimates prepared and access development
partially established into some of the deposit extensions.

Orion used the extensive catalogue of historical data to guide its verification and infill drilling campaigns on both
the near-surface +105 Level supergene deposit (+105 Level Deposit) and the Deep Sulphide hypogene deposit
(Deep Sulphide Deposit). These programs culminated in the declaration of Mineral Resources estimated in
accordance with JORC Code guidelines for both the Deep Sulphide Mineral Resource and the +105 Level
Mineral Resource as tabled individually below (refer ASX 18 December 2018 and ASX 15 January 2019).
                                                                                                                                
Deep Sulphide Mineral Resource for Repli + Vardocube Tenements
(Effective Date: 15 December 2018)4

                                                                                      Cu              Cu               Zn               Zn
                       Tenement           Classification        Tonnes
                                                                               (metal tonnes)         (%)       (metal tonnes)          (%)

                                         Indicated            15,052,000            170,000           1.15          510,000            3.38

                          Repli          Inferred              6,998,000            80,000            1.09          270,000            3.86

                                               Total          22,050,000           249,000            1.13          779,000            3.53

                                         Indicated             3,455,000            44,000            1.27          158,000            4.57

                      Vardocube          Inferred              3,221,000            41,000            1.27          147,000            4.56

                                               Total           6,676,000            85,000            1.27          305,000            4.57

                                         Indicated            18,507,000            217,000           1.17          667,000            3.60
                         Deep
                                         Inferred             10,219,000            117,000           1.14          417,000            4.08
                     Sulphide Total
                                               Total          28,726,000           334,000            1.16         1,084,000           3.77

Deep Sulphide Resource bottom cut-off = 4% Equivalent Zn. Mineral Resources stated at zero % cut-off.
Tonnes are rounded to thousands, which may result in rounding errors.

Table 2: Mineral Resource Estimate – Deep Sulphide Resource.

                             +105 Updated Mineral Resource for the Repli Tenement (Effective Date: 11 January 2019)5

                                                                                       Cu             Cu             Zn                Zn
                     Classification      Mineralised Zone         Tonnes
                                                                                (metal tonnes)       (%)     (metal tonnes)           (%)

                                         Supergene                624,000           10.000           1.54         19,000              3.05
                     Indicated
                                                 Total            624,000           10,000           1.54         19,000              3.05

                                         Oxide                    511,000            3,000            0.6          4,000              0,9

                     Inferred            Supergene                627,000           14,000            2.2         11,000              1.8

                                                 Total           1,138,000          17,000            1.5         16,000              1.4

                                                 +105
                          Total                                  1,762,000          27,000            1.5         35,000              2.0
                                         Mineral Resource

                     +105m Level Mineral Resource bottom cut-off = 0.3% Cu. Mineral Resources stated at zero % cut-off.
                     Tonnes are rounded to thousands, which may result in rounding errors.

Table 3: Mineral Resource Estimate – +105 Level Mineral Resource.

4 Mineral Resource reported in ASX release of 18 December 2018: “Landmark Resource Upgrade Sets Strong Foundation” available to the public on
www.orionminerals.com.au/investors/market-news. Competent Person Orion’s exploration: Mr. Errol Smart. Competent Person: Orion’s Mineral Resource: Mr. Sean
Duggan. Orion confirms it is not aware of any new information or data that materially affects the information included above. For the Mineral Resources, the company
confirms that all material assumptions and technical parameters underpinning the estimates in the ASX release of 18 December 2018 continue to apply and have not
materially changed. Orion confirms that the form and context in which the Competent Person’s findings are presented here have not materially changed.
5 Mineral Resource reported in ASX release of 15 January 2019: “Prieska Total Resource Exceeds 30Mt @ 3.7% Zn and 1.2% Cu Following Updated Open Pit Resource”

available to the public on www.orionminerals.com.au/investors/market-news. Competent Person Orion’s exploration: Mr. Errol Smart. Competent Person: Orion’s
Mineral Resource: Mr. Sean Duggan. Orion confirms it is not aware of any new information or data that materially affects the information included above. For the
Mineral Resources, the company confirms that all material assumptions and technical parameters underpinning the estimates in the ASX release of 15 January 2019
continue to apply and have not materially changed. Orion confirms that the form and context in which the Competent Person’s findings are presented here have not
materially changed.



                                                                                                                                                    
                                Combined Prieska Project Mineral Resource for Repli + Vardocube Tenements
                                                    (Effective Date: 11 January 2019)5

                    Mineral                                            Cu             Cu            Zn            Zn
                                    Classification    Tonnes
                   Resource                                       (metal tonnes)     (%)      (metal tonnes)      (%)

                    Deep            Indicated        18,507,000      217,000         1.17         667,000        3.60
                   Sulphide
                   Resource         Inferred         10,219,000      117,000          1.1         417,000         4.1

                  + 105m Level      Indicated         624,000        10,000          1.54         19,000         3.05
                    Resource        Inferred         1,138,000       17,000           1.4         16,000          1.4

                                    Indicated        19,131,000      227,000         1.18         686,000        3.59
                      Total
                                    Inferred         11,357,000      134,000          1.2         433,000         3.8

                              Grand Total            30,488,000      361,000          1.2        1,119,000        3.7

                  Deep Sulphide Resource bottom cut-off = 4% Equivalent Zn; +105m Level Mineral Resource bottom
                  cut-off = 0.3% Cu. Mineral Resources stated at zero % cut-off. Tonnes are rounded to thousands, which
                  may result in rounding errors.

                  The Mineral Resources are inclusive of Ore Reserves.

Table 4: Mineral Resource Estimate – Combined.

Of the 30M tonnes of Mineral Resources delineated, 9.7M tonnes remain outside the current mining plan, pending
further mine optimisation studies. There is significant potential for deposit extensions, with ‘out of resource’
mineralisation confirmed by diamond drill hole core samples. Remnant pillars are also planned for further
investigation.

Satellite deposit potential has been demonstrated with recent intersections of sulphide mineralisation at Ayoba,
5km from the proposed Prieska ore processing plant. Further afield, available historical data and recent
exploration work by Orion has confirmed the existence of numerous follow-up massive sulphide Cu-Zn-rich targets
within the nearby mineral tenements also held by Orion (refer ASX releases 16 January 2019 and 25 February
2019).


Ore Reserves and Mining Plan
Both open pit and underground mining are planned for the duration of the Foundation Phase, Figure 4.
Underground mining is planned to commence on completion of mine dewatering, shaft refurbishment and
underground infrastructure establishment, some 24 months from site mobilisation. Underground mining is then
scheduled to build up over 14 months to a steady-state run-of-mine production rate of 200ktpm (kilo tonnes per
month) or 2.4Mtpa (million tonnes per annum).




                                                                                                                         
                                   2,500,000



                                   2,000,000
                             TONNES MINED / YEAR




                                   1,500,000



                                   1,000,000



                                    500,000



                                             0
                                                  Year 1   Year 2   Year 3    Year 4      Year 5     Year 6   Year 7    Year 8    Year 9    Year 10

                                                                             Underground           Openpit


Figure 4: Project mine production profile.

Mining of Ore Reserves has been prioritised in the production schedule, with Inferred Mineral Resources
contributing no more than 21% in the first 8 years of production. Thereafter, the remainder of the Inferred
and Indicated Mineral Resources evaluated in Mine Stope Optimiser and Whittle Pit Optimisation is
incorporated into the plan, Figure 5.

                           2,500,000



                           2,000,000
                      TONNES MINED / YEAR




                           1,500,000



                           1,000,000



                                   500,000



                                         0
                                                 Year 1    Year 2   Year 3   Year 4       Year 5     Year 6   Year 7    Year 8     Year 9    Year 10

                                                    Ore Reserves     Inferred in Design       Inferred and Indicated in MSO+Pitshell


Figure 5: Production profile illustrating the comparative contributions from Ore Reserves, Indicated Mineral Resources and Inferred Mineral
Resources.

Tunnel development remaining from the previous mining operations allows for early access to underground
production mining areas. A combination of Longhole Open Stoping with Fill (LHOSF) and Drift-and-Fill (D&F) mining
methods will be used, supported with paste back-filling. Some low-profile, D&F mining is planned in the latter
years, along with open-pit mining of the near-surface +105 Level Supergene Deposit in the back two years of the
mining plan.
                                                                                                                                          
Figure 6: Planned underground mining zones.

Figure 7: Longitudinal section showing location of proposed open pit and voids.

Some 20.8Mt of material at an average grade of 1.1% Cu and 3.4% Zn is planned to be mined and processed to
produce 189kt of Cu and 580kt of Zn contained in differentiated concentrates during the Foundation Phase.

Probable Ore Reserves, estimated in accordance with JORC Code guidelines, make up 65% of the Production
Target. Inferred and Indicated Mineral Resources incorporated in the detailed mine plans make up 21% of the
Production Target. Inferred and Indicated Mineral Resources incorporated in Mine Stope Optimiser shapes and
the Whittle pit optimisation pitshell make up the remaining 14%. The Probable Ore Reserves are tabulated below.
                                                                                                   
The calculated Deep Sulphide Probable Ore Reserve amounts to 13.14Mt grading 1.0% Cu and 3.2% Zn, including
136kt copper metal tonnes and 417kt zinc metal tonnes (Cu-Eq of 257kt metal tonnes at 2.0%). The Ore Reserves
are quoted in accordance with the guidelines of the 2012 Edition of the Australian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves (JORC Code).

Prieska Project Deep Sulphide Ore Reserves
(Effective Date: 16 June 2019)
                                                                                     Cu                                     Zn                              Cu equivalent6
                            Ore Reserve              Tonnage
       Deposit                                                         Metal Tonnes          Grade          Metal Tonnes            Grade          Metal Tonnes             Grade
                            Classification             (Mt)
                                                                           (kt)               (%)               (kt)                 (%)               (kt)                  (%)
  Deep Sulphide                Probable                13.14                 136                1.0                 417               3.2                257                     2.0
         Total                 Probable                13.14                 136                1.0                417                3.2                257                     2.0
Deep Sulphide Ore Reserves calculated using financial assumptions and modifying factors stated in the Study. Tonnes are rounded to
thousands, which may result in rounding errors.

Table 5: Ore Reserves Estimate – Deep Sulphide Mineral Resource.

The calculated +105 Level Probable Ore Reserves amount to 484kt grading 1.5% Cu and 3.3% Zn, including 7kt
copper metal tonnes and 16kt zinc metal, (Cu-Eq of 11kt metal at 2.2%). The Ore Reserves are quoted in
accordance with the JORC Code.

Prieska Project +105 Level Ore Reserves
(Effective Date: 15 June 2019)
                                                                                  Cu                                   Zn                               Cu Equivalent7
                              Ore Reserve           Tonnage
        Deposit                                                      Metal Tonnes         Grade         Metal Tonnes             Grade          Metal Tonnes              Grade
                              Classification          (kt)
                                                                          (kt)              (%)              (kt)                  (%)               (kt)                   (%)
+ 105 Supergene                 Probable               484                  7               1.5               16                  3.3                 11                       2.2
          Total                 Probable               484                  7               1.5               16                  3.3                 11                       2.2
+105m Level Ore Reserves calculated using financial assumptions and modifying factors stated in the Study. Tonnes are rounded to
thousands, which may result in rounding errors.

Table 6: Ore Reserves Estimate – +105 Level Mineral Resource.

The combined Project Probable Ore Reserves amount to 13.62 grading 1.1% Cu and 3.2% Zn, including 143kt
copper metal and 433kt zinc metal, (Cu-Eq of 268kt metal tonnes at 2.0%).

6 Method used to determine Cu equivalent Zn grades:
1% Zn = (Zn price x Zn payability) x (Zn plant recovery) = (2,756 x 71.3%) x (84.4%) = 0.29% Cu grade
        (Cu price x Cu payability) (Cu plant recovery) (6,834 x 98.7%) (83.9%)
Cu Equivalent Grade = Cu Grade + 0.29 x Zn Grade
Plant recovery assumptions are based on metallurgical test work completed to date at Mintek Laboratories (South Africa) under the supervision of DRA. Refer to Table 1 in the
Appendices.
7 1% Zn = (Zn price x Zn payability) x (Zn plant recovery) = (2,756 x 53.7%) x (59.4%) = 0.2% Cu

          (Cu price x Cu payability) (Cu plant recovery) (6,834 x 91.2%) (66.7%)
   Cu-Equivalent grade = Cu grade + 0.2 x Zn grade
Plant recovery assumptions are based on metallurgical test work completed to date at Mintek Laboratories (South Africa) under the supervision of DRA. Refer to Table 1 in the
Appendices.
                                                                                                                                                                   
Prieska Project Ore Reserves Estimate
(Effective Date: 16 June 2019)
                                                               Cu                          Zn                    Cu Equivalent
                       Ore Reserve      Tonnage
      Deposit                                        Metal Tonnes    Grade     Metal Tonnes     Grade     Metal Tonnes        Grade
                       Classification     (Mt)
                                                         (kt)         (%)          (kt)          (%)          (kt)             (%)
  + 105 Supergene        Probable         0.48             7           1.5         16            3.3            11               2.2
   Deep Sulphide         Probable         13.14          136           1.0         417           3.2           257               2.0
        Total            Probable         13.62          143           1.1         433           3.2           268               2.0
Project Ore Reserves calculated using financial assumptions and modifying factors stated in the Study. Tonnes are rounded to thousands,
which may result in rounding errors.

Table 7: Ore Reserves Estimate – Combined Mineral Resource.

Figure 8: Views showing the remnant pillars and the accumulated water level.

Shaft Refurbishment and Dewatering
The Hutchings Shaft and underground workings are currently flooded to a depth of 330m below surface and
contain a volume of 8.7 million m3 of accumulated water. Dewatering of the workings via a pumping system to
be installed in the Hutchings Shaft is planned. Water will be pumped into a 1 million m3 volume dewatering dam
on surface, from where mechanical evaporators will be used to accelerate evaporation.

Examinations and testing of the shaft steelwork from surface down to 30m below the water level, along with the
use of video camera inspection down to 200m below the water surface, as well as shaft probing and water
quality testing to within 100m of the shaft bottom helped determine that the majority of the shaft is in good order.
Sections of the shaft will be refurbished. A pre-owned Koepe rock winder and a double-drum men-and material
winder with new ropes and equipment have been identified for purchase and installation. The steelwork
refurbishment will be carried out concurrently with the underground dewatering campaign to reduce the project
construction time and make optimal use of the available construction crews.
                                                                                                                          
Ore Processing and Product Sales
Ore processing is planned to involve conventional differential froth flotation to produce separate copper and
zinc concentrates at average grades of 24% Cu and 50% Zn from underground mined material.                 Minor
modifications to the processing plant will allow the open-pit material to be treated at the end of the mine life,
on a campaign basis, to produce separate copper and zinc concentrates at average grades of 26% copper
and 36% zinc.

The flowsheet for processing underground material is similar to the flowsheet used during previous mining
operations. Life-of-mine metal recoveries into concentrates are anticipated to be 84.4% for Cu and 83.9% for Zn
from treating underground mined material and 66.7% and 59.4% for Cu and Zn respectively for open-pit mined
material.

The concentrates will be trucked to Groveput, 50km from site, and then railed to the Port of Ngqura (at Coega)
for export to smelters in Asia and Europe. Net smelter returns for the Cu and Zn concentrates (accounting for
metal payabilities, treatment and refining charges, and penalty provisions) are expected to be 98.7% and 71.3%
of market metal prices for Cu and Zn respectively for underground sourced metal; and 91.2% and 53.7% for Cu
and Zn respectively for open-pit sourced material.

Recent changes in benchmark treatment costs for zinc concentrate and treatment and refining costs for copper
concentrates have been applied, with the discounts on benchmark charges being offered by potential off-
takers for the clean Project products. A 3-D view of the plant area is shown below and a processing flow-sheet is
displayed in Appendix 1.

RoM stockpile                                                       Koepe Winder
Concentrate thickeners                                              Paste plant

                                                                                                                                        Change
                                                                    Crusher   Flotation cells                                           house
Cu & Zn concentrate
drying & load-out


Cu tailings
thickener


Reagent
storage
Process                                                              Man Winder
water                                                                Milling section

                                                                                                                                        Bulk explosives
 Mine service
water


40 MVA                                                               Stores area
Crushed ore bins                                                     Sub-station

Figure 9: Project site general layout.

Mine Infrastructure and Staffing
Water for the mining operations is planned to be supplied from the Orange River, at a rate of 4.1ML per day, via
the existing water pipeline. Power requirements of 38MW, is expected to be sourced from the national power
utility company, Eskom, via the onsite Cuprum substation. Plans are at an advanced stage to commission the
establishment of a renewable energy alternative source to national grid power supply, capable of potentially
providing 52% of the mine’s energy needs in the near term.
                                                                                                                                              
A tailings storage facility that will initially serve as a dewatering reservoir will be constructed to service the
Foundation Phase. Accommodation for some of the 893-strong workforce, (including allowance for training and
personnel on leave), will initially be at Copperton, with plans to establish the permanent mine village in Prieska
once planning approvals allow for such migration to occur. No new roads will be required to access the site,
though some internal roads are planned in order to access site infrastructure.

Environment, Health, Safety and Community
All environmental studies and applications for authorisations have been completed for the Project.
Environmental management is planned in compliance with NEMA as well as the Equator Principles and IFC
standards. Community engagement has commenced with the establishment of an active Stakeholder
Engagement Forum to guide the mine development process.

Operating Costs
The estimated operating costs for the underground phase were built up from first principles. Open pit mining
operating costs were a combination of contractor quotations and first principles. The average unit operating
costs over the Foundation Phase are shown below:

                                         Operating cost element   AUD/t ROM
                                         Mining                     48.10
                                         Processing                 16.10
                                         Surface and In-directs      6.70
                                         Concentrate Transport       9.40
                                         Corporate Costs             1.40
                                         Off-mine Costs              2.30
                                         Royalty (Government)        5.70
                                         Sustaining CAPEX           4.00
                                         Total                      93.70

Table 8: All-in-sustaining unit costs.

The all-in sustaining cost (AISC) per pound of copper equivalent metal sold is estimated at AUD 5,470/t
(USD3,773/t) or AUD 1,582/t (USD1,091)/t) in terms of equivalent zinc metal sold.
                                                                                                     
Capital Expenditure and Construction Program
While the total capital cost to construct the mine is estimated to be AUD402M which includes a 10% contingency,
peak funding required is marginally less at AUD398M. Capital costs were derived from vendor quotations,
detailed bills of quantities and labour rates from construction contractors.

                                                   Capex Area                               AUD (Million)

                                Power supply                                                       45.0

                                Water supply                                                        2.4

                                Tailing Storage Facility                                           31.4

                                Shaft refurbishment                                                45.7

                                Mine dewatering + construction power                               37.1

                                Surface infrastructure                                             36.7

                                Underground infrastructure                                         34.0

                                Open Pit establishment and equipping                                2.5

                                Processing plant                                                   89.6

                                Project management (EPCM + Owner)                                  41.0

                                Subtotal                                                        365.3

                                Contingency 10%                                                    36.5

                                Total Capex                                                     401.8

Table 9: Capital Expenditure.

                                                                             Year   Year    Year          Year   Year
                                    Parameter               Unit     Total
                                                                              1      2       3             4      10
                                                           AUD
                                  Project Capital                    401.8   25.3   150.4   220.5         3.5    2.1
                                                           million

Table 10: Capital Expenditure Spend Schedule.

As shown in the execution schedule below, the construction period to first concentrate production is estimated
to be 27 months.
                                                                                                                       
         Prieska Cu & Zn Project Schedule               1   2   3     4      5   6     7      8   9    10    11   12    13    14   15   16   17   18   19   20   21   22   23    24   25   26    27   28    29    30
         Evaporation Dam & TSF
          Construct evaporation dam 1
          Install evaporators dam 1
          Construct evaporation dam 2
          Install evaporators dam 2
          Construct TSF
          Shaft de-watering and construction
          Shaft Sinkers mobilisation
          Shaft preparation work
          Shaft de-watering
          UG Construction
          Mining
          Mobilise Mining Contractor
          Mining ug
          Shaft hoisting
          Processing & paste plant
          Process plant construction
          Process plant comissioning
          Paste plant
          Surface infrastructure
          Bulk Water Supply Works
          Eskom temporary power
          Cuprum feeder bay
          40 MVA mine sub-station
          Surface ventilation fans (1 & 2)
          Build Construction Camp
          Mining Offices
          Change House and Lamp Room

Table 11: Project Execution Schedule.

Financial Evaluation
The Foundation Phase is expected to generate AUD819M of post-tax, free cash-flow, with the CAPEX program,
production profile and expected cash flows as shown in the tables and figures below.
                                                       Capex    Capex
     Parameter               Unit        Phase 1                                 Year 1           Year 2          Year 3           Year 4         Year 5         Year 6         Year 7          Year 8           Year 9    Year 10
                                                        Yr1      Yr2
ROM Tonnage
                    Mtonnes  20.83                                                   1.49             2.44             2.33          2.40           2.43           2.40           2.40            2.40             1.95     0.57
(Processed)
Concentrates Sold -
                    tonnes 1,175,713                                              71,618          126,476         141,695          142,212        137,593        138,802        145,078         139,019          121,783   11,436
Zn
Concentrates Sold -
                    tonnes  788,811                                               55,973          90,200          85,864           88,910         87,832         90,407         91,035          90,917           72,439    35,235
Cu
Metal Contained -
                    tonnes  579,677                                               34,301          63,238          70,848           71,106         68,796         69,401         72,539          69,510           55,689     4,249
Zn
Metal Contained -
                    tonnes  189,002                                               12,213          21,648          20,607           21,338         21,080         21,698         21,848          21,820           17,485     9,264
Cu
Revenue (Post-NSR) AUD '000 3,479,424                                            216,199          392,183         403,704          411,596        402,476        410,246        420,671         411,754          317,754   92,842
Selling & Realisation
                      AUD '000 -195,015                                          -12,651          -21,499         -22,606          -22,955        -22,386        -22,758        -23,450         -22,830          -19,297   -4,583
Charges
Net Revenue              AUD '000 3,284,409                                      203,547          370,683         381,098          388,641        380,090        387,488        397,221         388,924          298,457   88,259
Mining,
Development,             AUD '000 -1,002,438                        -6,412       -115,536         -123,112        -115,314         -113,241       -107,696       -107,571       -110,646        -110,322         -79,971   -12,617
Services Cost
Processing Cost          AUD '000 -335,869                                       -24,469          -37,955         -36,526          -37,362        -37,781        -37,366        -37,428         -37,391          -34,863   -14,726
General &
                         AUD '000 -138,454                          -2,143       -15,066          -15,152         -15,152          -15,152        -15,152        -15,152        -15,152         -15,152          -11,801   -3,382
Administration
Off-mine Costs           AUD '000            -77,088   -2,048       -2,295           -9,765        -7,932          -7,705           -7,724         -7,705         -7,282         -6,841          -6,847           -5,933   -5,011

Royalties (Govt.)        AUD '000 -118,699                                           -941          -1,689          -1,697           -8,362        -20,070        -20,943        -21,404         -20,588          -16,615   -6,392
Cash Operating
                         AUD '000 -1,672,549 -2,048             -10,850          -165,778         -185,839        -176,394         -181,841       -188,403       -188,314 -191,472              -190,301         -149,182 -42,128
Costs
Cash Operating
                         AUD '000 1,611,860 -2,048              -10,850          37,769           184,844         204,704          206,800        191,687        199,174        205,750         198,623          149,276   46,131
Profit
Project Capital          AUD '000 -401,778 -25,337 -150,411                      -220,457          -3,466                                                                                        -2,107

Sustaining Capital       AUD '000            -83,480                -178             -2,131       -10,129         -10,481          -10,419        -10,163        -10,136        -10,293         -10,275           -7,753   -1,524
Net Cashflow pre-
                         AUD '000 1,126,602 -27,385 -161,439                     -184,820         171,249         194,223          196,381        181,524        189,038        195,457         186,242          141,523   44,608
Tax
Income Tax               AUD '000 -308,003                                                                                         -44,676        -50,827        -52,931        -54,728         -52,148          -39,626   -13,067
Net Cashflow After
                         AUD '000        818,599       -27,385 -161,439          -184,820         171,249         194,223          151,705        130,698        136,108        140,729         134,094          101,897   31,541
Tax

Table 12: Project production and cashflow profiles for the Foundation Phase.
                                                                                                                                                                                                           
Figure 10: Project net cashflow post-tax profile.

The higher cash flow in the early years of production are due to low tax and royalty rates due to the carry-over
of capital costs. The Foundation Phase NPV estimate is most sensitive to the ZAR-USD exchange rate, followed by
zinc price and copper price as shown below.

Figure 11: Chart of the sensitivity of pre-tax NPV to variances in key input elements.

Copper contributes 54% of the net revenue (after allowing for concentrate logistics, treatment costs and refining
charges). The main production and financial metrics for the Project are shown in Table 12.
                                                                                                    
Risk Assessment
Headline risks were identified during a facilitated inter-disciplinary risk assessment workshops for the Project. These
are summarised in the accompanying table.

                            Risk                                                              Mitigation
                                                           -   Electromagnetic Capability (EMC) Plan was formulated.
   1.   Mine equipment and activities exceeding            -   Written approval of the EMC plan was received from SKA authorities.
        the Square Kilometre Array (SKA)                   -   Designing taking into account key EMI emitters is planned.
        electromagnetic Interference (EMI)                 -   Submission of the AMA permit application will be done within the
        protection levels, resulting in the authorities        prescribed timeframe.
        placing operating restrictions on the mine.        -   Appointment of specialist consultants to assist in the permit application
                                                               process has been done.
                                                           -   A community liaison office has been established. As has a Stakeholder
                                                               Engagement Forum with broad community representation. A collaboration
   2.   Influx of people from outside of the Prieska
                                                               agreement has been entered into with local government (Siyathemba
        Municipal area looking for employment
                                                               Municipality). These platforms will assist with identifying and dealing with
        negatively affecting the local community.
                                                               migrant population challenges.
                                                           -   Preferential hiring of local residents will be encouraged.
   3.   Number of employment and business                  -   Informing, training and upskilling of the local community has commenced.
        opportunities created by the Project for           -   An on-line procurement management portal, Supply Chain Network ™, is
        Siyathemba Municipality residents and                  being used to allow potential local suppliers to the Project to register with
        businesses not meeting public expectations             the Project.
        and causing disharmony.                            -   Procurement procedures to prioritise local businesses.
                                                           -   40% contingency allowance made to water volumes expected to have
                                                               accumulated in the mine workings.
   4.   Delays to the shaft de-watering and shaft          -   Shaft examined by experts; continuous tests and examinations as
        and mine refurbishment                                 dewatering progresses. Pilot trials commenced to test various activities
                                                               relating to dewatering. Delayed Start-up insurance included in the capital
                                                               budget.
                                                           -   A practical and achievable production plan is in place.
                                                           -   A monthly mining plan has been prepared.
   5.   Mine production rates assumed in financial
                                                           -   Contract mining to be used to establish the mine, whereby skilled and
        modelling are not achieved in practice.
                                                               experienced operators will operate the underground mine to ensure a high
                                                               productivity start-up.
   6.   Potential for mud and water rushes while
                                                           -   Pumping plan for safe dewatering has been prepared.
        dewatering and cleaning out the lower
                                                           -   Level inspection procedures will be developed.
        mining levels.

                                                           -   Temporary power from the Cuprum Sub-station (15 MVA) is planned.
   7.   Unplanned power interruptions and
                                                               Emergency (diesel) power installed - currently set at 5MW. Investigating
        escalation of power tariffs. Delays in
                                                               renewable energy sources as an alternative source to grid power.
        availability of power for the Project.
                                                               Operating shutdown procedure in place.

                                                           -   Attractive salary levels set.
   8.   Ability to attract and retain skills at a remote   -   Provision of suitable accommodation and recreational facilities.
        site.                                              -   Staff Turnover Plan. Attractive roster system and allowance for FIFO
                                                               employees.
   9.   Availability of service providers and goods        -   Proactive engagement with service providers meeting MCIII criteria as BEE
        suppliers to meet Mining Charter III                   entities. Use of online procurement portal to keep register of businesses. ERP
        Procurement policies                                   tools to record procurement spend on compliant suppliers.
                                                           -   Peer reviews of the Mineral Resource estimates done.
   10. Production grades are lower than planned.           -   Comprehensive grade control program planned.
                                                           -   Blasting design to minimise overbreak.
   11. Availability of specialised crane for
                                                           -   Identify the specialised crane required as early as possible
       installation of head gear and the Koepe
                                                           -   An early contract is required for a 500-tonne crane.
       winder.

Table 13: Headline risks.

Opportunities
Several opportunities to improve on the base case mining plan have been identified. These are being followed
up as part of operational readiness activities or will be investigated as part of mine operations. Key opportunities
include:
                                                                                                                                  
   -     Conversion of delineated Inferred Resources into the mining plan;
   -     Extensional exploration and ‘out of resource’ mineralisation;
   -     Near-mine and satellite exploration potential; and
   -     Remnant pillar extraction.


Mining Operations Opportunities
    -   Fleet Automation and Diesel versus Electric Trade off Studies; and
    -   Mine to Market Optimisation studies.


Ore Processing and By-products Opportunities
    -   Cyanide Substitution potential;
    -   Barite By-product Processing Potential;
    -   Pyrite from Tailings Retreatment and By-product Potential; and
    -   Pre-sorting of ore trials.


Mine Services and Infrastructure Opportunities
    -   Renewable energy power supply options; and
    -   Water treatment for offsite discharge Investigations.


Operational Readiness and Way Forward
Mine construction is targeted to begin late 2019 or early 2020, subject to permitting and funding. Production
would then begin 27 months later. A project execution strategy has been formulated and discussions with key
service providers well advanced.

Project Funding
Orion is listed on the Australian Securities Exchange (ASX: ORN) and has a secondary listing on the Johannesburg
Stock Exchange (JSE: ORN). Orion currently intends to fund the development of the Project by means of a
combination of debt and equity. Endeavour Financial have been engaged to assist in the evaluation of funding
options for the Project.

Future Activities
Following the positive outcomes of the BFS, Orion is targeting a Final Investment Decision for the Prieska Project
development during the second half of CY2019. This would put the Company in a position to commence
construction in late 2019 or early 2020.

In addition, Orion is also progressing key commercial work streams, including permitting, concentrate marketing
and project financing.

In parallel with these programs, resource extension drilling is planned to be undertaken from underground drilling
platforms targeting opportunities to further extend the projected 10-year mine life.

Summary of Material Assumptions and Outcomes of Feasibility Study
        Overview
The Project is based on mining ore at 2.4Mtpa from underground and then at a rate of 1.2Mtpa from an open
pit, processing the ore onsite by concentrating the value metals into two products, a copper-rich concentrate
and a zinc-rich concentrate. Trace amounts of gold and silver are expected to also be concentrated into the
copper-rich concentrates as a by-product. A Mineral Resource Estimate of 30.49Mt @ 1.2% copper and 3.7%
                                                                                                     
zinc, classified as 65% Indicated and 35% Inferred, provides the geological support for the mining plan. The
Mineral Resource Estimates were prepared by Competent Persons using the Ordinary kriging method for grade
block estimation and in accordance with the requirements in Appendix 5A (JORC Code) (refer ASX Release 19
January 2019).

Some of the Mineral Resources were converted to Ore Reserves using detailed underground mine designs that
considered the level of confidence in the estimation of Mineral Resources and the practicalities of mining.
Detailed open pit designs were also prepared to convert some of the Mineral Resources near the surface to Ore
Reserves. The Ore Reserves Estimates were prepared by a Competent Person in accordance with the
requirements in Appendix 5A (JORC Code).

In addition to the Ore Reserves, some Inferred Mineral Resources, either taken out as part of mining the Ore
Reserves or evaluated as economic to mine and proximal to established mine infrastructure, have been included
in the mining plan, though not prioritised in the early stages of the mine. The Ore Reserves account for 65% of
the tonnage to be processed in the plan. Be aware that there is a low level of geological confidence associated
with Inferred Mineral Resources and there is no certainty that further exploration work will result in converting
these to Indicated Mineral Resources or that the portion of the production target reliant on Inferred Mineral
Resources will be realised.

Using the assumptions for copper and zinc prices that are being used by a reputable financial institution (CIBC
April 2019 long-term commodity price forecasts) and having sought offers from several potential buyers of the
products, the net revenues to be expected from selling the products was estimated.

The metal prices assumed for planning were:
   - copper – US$6,834/t;
   - zinc – 2,756/t;
   - silver – 17/oz;
   - gold – USD1,300/oz.

       Capital Expenditure
The estimation of the costs for building (CAPEX) the mine has been compiled assuming the mine build would be
managed by an Orion Owner’s team working with an Engineer, Procure and Construction Management (EPCM)
contractor to manage the works until the project is handed over for operating. The capital estimate was
compiled by Professional Cost Consultants (PCC) based in Johannesburg. The basis of estimate allows for the
following:
     • The CAPEX Estimate was developed to a level of accuracy (at a range of +15% to -15%) suitable for a
        feasibility study;
     • The base date for this estimate is December 2018;
     • The base currency in which the majority of costs where estimated is South African Rand (ZAR). Prices
        obtained in other currencies were converted to South African Rands (ZAR) using the foreign currency
        exchange (FOREX) rates quoted by vendors, or as otherwise indicated in the CAPEX Estimate;
     • Orion’s expected foreign currency exchange rates, used to calculate FOREX allowances in the CAPEX
        estimate and then in financial evaluation are:
            o ZAR:USD = 14.5;
            o ZAR:AUD = 10.0;
            o AUD:USD = 1.45.
     • The capital budget has been prepared according to work packages reflecting how the Project is
        planned to be constructed and managed;
     • Am allowance for unknowns (Contingency) has been estimated at an additional 10% of the underlying
        CAPEX items;
     • The underground mining fleet is excluded from these numbers as this is planned to be part of the Mining
        Contractor’s offering;
     • A summary of the CAPEX follows:

                                                                                                    
                                           Capex Area                           AUD (Million)

                        Power supply                                                  45.0

                        Water supply                                                  2.4

                        Tailing Storage Facility                                      31.4

                        Shaft refurbishment                                           45.7

                        Mine dewatering + construction power                          37.1

                        Surface infrastructure                                        36.7

                        Underground infrastructure                                    34.0

                        Open Pit establishment and equipping                          2.5

                        Processing plant                                              89.6

                        Project management (EPCM + Owner)                             41.0

                        Subtotal                                                    365.3

                        Contingency 10%                                               36.5

                        Total Capex                                                 401.8

Operating Costs
The estimation of costs to operate the mine (OPEX) for all disciplines were built up as follows:
   •    from first principles and using up to date consumable prices and rates. Labour is included within each
        discipline which is taken from the Project wide labour build-up schedule. A detailed cost to company
        salary build-up was used to compile these labour costs.
    - Underground mining costs were estimated by PCDS, a Mining Consulting company employed by Orion.
        The costs were built up from first principles in Candy Estimating Software.
    - The running cost of the trackless fleet was calculated from drill rates and hauling rates based on metrics
        deemed applicable for the planned Project.
    - Processing plant working costs were compiled by DRA from first principles including labour, reagent prices
        based on estimated consumption rates per tonne treated and milling and crushing consumables based
        on planned wear rates based on the ore hardness determined during the metallurgical test work. Power
        makes up the largest proportion of costs followed by labour, crushing and milling and flotation reagents.
    - Surface and In-directs costs consist of the management and administration staff and other staff not
        directly assigned to a production discipline. This category includes stores and purchasing, safety, health,
        environmental management, human resources management, general surface engineering and security.
        Off mine costs include Corporate and Marketing costs, local economic development and other cost not
        related to operational or management activities. Insurance costs are also allocated to this category.
    - The Project has allocated stay-in-business CAPEX as an effective operating cost. The amount of general
        SIB CAPEX has been estimated based on a combination of costs for individual areas on the shaft and
        winders and factors in other areas. Overall the SIB CAPEX equates to 6% of operating costs.
    - Costs for open pit mining were obtained from quotes received from several mining contractors.
    - A summary of the total OPEX structure for the Project, on a per tonne of ore treated basis, is shown in the
        table below.

                                                 Operating cost element   AUD/t ROM
                                           Mining                           48.10
                                           Processing                       16.10
                                           Surface and In-directs            6.70
                                           Concentrate Transport             9.40
                                           Corporate Costs                   1.40
                                           Off-mine Costs                    2.30
                                           Royalty (Government)              5.70
                                           Sustaining CAPEX                 4.00
                                           Total                            93.70
                                                                                                 
Only Indicated Mineral Resources were used to determine Probable Ore Reserves.

Mining
         Shaft & underground refurbishment and de-watering
The Project’s business case is based upon mining ore remaining at the lower levels and below the Hutching Shaft
(1024m deep) which remains in place from the mining activities that took place between 1971 and 1991 under
previous owners. Since the mine was closed, it has filled up with water to approximately 330 metres below
surface. The first phase of the project is to de-water the mine and refurbish and replace various steel members
in the shaft. Including shaft preparation and installation of temporary winders required to access the shaft, the
pumping and refurbishment exercise is planned to take place over 20 months. The existing steelwork has been
inspected and tested and found to be in good order. Specialist shaft engineers have determined an amount of
steel to be replace, mainly being buntons and shaft guides. Following the shaft work, refurbishment of the
underground will take place which will involve installation of rock hoisting equipment, conveyors, a crusher, a
trackless workshop, rail infrastructure and underground mining services. In conjunction with the underground
refurbishment, two winders will be installed on surface for rock hoisting and man and material transport. The
underground equipping phase will take approximately seven months and during this time underground mining
will commence in order to build up an underground stockpile for readiness when shaft hoisting can commence.

         Underground Mining
The mineralisation of the Deeps Resource shows considerable variations in both thickness and dip resulting in the
use of a variety of stoping methods to maximise extraction and minimise dilution. Based on the analysis of the
Resource it has been demarcated into four zones and shown in the following figure;

1. The North-west Upper Zone is situated above the 957 Level and will be extracted by Longitudinal Long-hole
   Stoping with Fill (LLHOSF);
2. The North-west Lower Zone is situated below the 957 Level and will be mined by a combination of Long-hole-
   Stoping with Fill (LHOSF) methods and Drift-and-Fill (D&F);
3. The South-east Zone is situated below the 957 Level and will be extracted by a combination of LHOSF methods
   and D&F; and
4. The Central Zone is located centrally below 957 Level and will be extracted by LHOSF methods.

A breakeven grade was calculated for the three mining methods stated above as they each have different cost
structures. The breakeven grades have been calculated on the both a copper and zinc equivalent basis as
outlines in the JORC Table 1.

Trackless mining methods will be used for drilling and blasting with LHD and Truck haulage to deliver rock to
passes where it will be tipping onto a train haulage level. The train system will tram rock back to the shaft for
hoisting. Tunnel development and declines will provide access to the ore-body for production activities. Tunnel
dimensions are planned to be 5.5m wide x 5m high for declines and 5m x 5m for access tunnels and production
drilling drives. Paste back-filling will take place to fill the stopes once they have been mined out which assists in
maximising ore extraction. Based on the selected mining method, appropriate levels of dilution material have
been allowed for the mine planning. The dilution can be in the form of low-grade mineralisation directly adjacent
to the stope boundaries and back-fill which can enter the ore stream from mining next to previously filled stopes.


                     Modifying Factors – Development        Declines   Waste Access   Ore Drives
                                                              (%)          (%)           (%)
                     Dilution from Geology (tonne)                           0.0
                                                                           (%)
                     Overbreak (tonne)                        8.6          9.2           0.0
                     Overbreak grade (% Zn_Eq.)               0.0          0.0           0.0
                     Mining Recovery (tonnes)                               100




                                                                                                        
                                                                          LLHOS
                     Modifying Factors - Stoping                                      TLHOS (%)           D&F (%)
                                                                           (%)

                     Dilution from Geology (tonne)                                      0.0
                     Overbreak in backfill (tonne)                        0.3           2.2                1.5
                     Overbreak grade (% Zn_Eq.)                                         0.0
                     Mining Recovery (tonnes)                             95             95                100



Mining cycle times were built up from first principles in order to determine productivity rates for the mine
scheduling. These productivity rates also govern the mining fleet requirements. Orion is proposing a mining
contractor strategy whereby a reputable contracting company will bring experienced staff and operators along
with tried and tested working procedures and methodologies. Operating costs for the underground mining have
been built up from first principles along with a detailed labour schedule for the required labour complement.

Open-pit Mining
At the conclusion of the underground mining phase an open-pit is planned to commence. This phase of mining
is based on mineralised material remaining from the historical mining activities. This shallow material was originally
left as part of the pillar supporting the upper levels of the mine excavations. Exploration drilling has defined a
relatively small Mineral Resource of 1.76mt implying a short mine life.

No break-even or cut-off grade is calculated for the open-pit as the Whittle 4D© Pit Optimisation process used in
the planning process takes account of all relevant costs and values per mining block net of plant recovery
factors, treatment and refining charges and including waste stripping. The net result of these factors will then
determine if a Resource block can be brought into an economic pit-shell.

The planned pit sits above previously mined out stopes (voids) which will be required to be back-filled using the
paste back-fill plant described above for the underground mining. A detailed survey and void investigation
exercise was carried out to determine the volumes required to be filled and approximately 70,000 m 3 is needed
to be filled which is expected to take place over a seven month period. This includes drilling 300mm holes from
surface into the voids to allow for the back-fill to be placed. Once a two-month period has been allowed for the
back-fill to cure, mining in the planned open-pit will take place.

Mining will take place with conventional open-pit methods of drilling, blasting, loading and hauling. As with the
underground phase, a suitable mining contractor will be utilised who will also supply the mining fleet. Therefore
the operating costs used in the financial evaluation of the open-pit were based on the tendered contractor
rates. The open-pit will mine approximately 100,000 tonnes of ore and 850,000 to 1 million tonnes of waste a
month. This phase will have a relatively short life of 17 months. Dilution of 5% and mining extraction of 90% has
been applied to the ore tonnes mined from the pit.

In addition to the above underground and open-pit mining parameters, other modifying factors such as
metallurgical, environmental, social, regulatory and revenue factors were included when compiling the Ore
Reserves for the Prieska Project.

The combined Ore Reserves for the underground and open-pit are outlined in the following table;

                                                 Prieska Project Ore Reserves Estimate
                                                     (Effective Date: 16 June 2019)
                                                              Cu                         Zn                            Cu Equivalent
                     Ore Reserve      Tonnage
     Deposit                                       Metal Tonnes    Grade     Metal Tonnes           Grade      Metal Tonnes        Grade
                     Classification     (Mt)
                                                       (kt)         (%)          (kt)                (%)           (kt)             (%)
 + 105 Supergene       Probable         0.48             7          1.5           16                 3.3              11               2.2
  Deep Sulphide        Probable         13.14           136         1.0           417                3.2              257              2.0
      Total            Probable         13.62           143         1.1           433                3.2              268              2.0
Project Ore Reserves calculated using financial assumptions and modifying factors stated in the Study. Tonnes are rounded to thousands,
which may result in rounding errors.
                                                                                                                              
The Ore Reserves have been compiled by team of various consultants and subject matter experts under the
guidance of the Orion Owners Team. An independent Competent Person as prescribed by the JORC Code
(2012) – Appendix 5, signed off the Ore Reserves.

Mineral Processing
The ore processing flowsheets, product grades and metal recoveries into the products were derived from having
completed metallurgical test work using rock samples obtained from across the areas of the deposit that are
planned for mining. Underground mined material (hypogene) requires a slightly different flowsheet to the near-
surface material to be mined by open pit (supergene). Information that is still available from when the mine
previously operated for 20 years and successfully processed 46Mt of ore to produce high grade concentrates
was assessed to support the test-work carried out by Orion. Speaking with technical personnel who worked on
the mine also assisted with designing the processing flowsheet, which can be described as follows:
    - Mined material is to be crushed underground to a top size of 250mm, then hoisted and conveyed to the
       processing plant area. Here the material is to be crushed further to a size of less than 32mm.
    - The crushed material is to then be milled to a slurry via two ball mills in series.
    - Reagents are added to the slurry to suppress zinc-rich particles whilst promoting the floating of copper-
       rich sulphide particles. This slurry is passed through flotation tanks that allow the copper-rich sulphides to
       be skimmed off the top whilst the remaining material is reconditioned to re activate the remaining zinc-
       rich particles.
    - The zinc-rich particles are then skimmed off the top in a separate flotation stream.
    - The concentrated products are thickened and then dried to form separate concentrates of copper and
       of zinc.
    - Copper and zinc concentrates from underground are anticipated to be at average grades of 24% Cu
       and 50% Zn, whilst those from the open pit are anticipated to be at average grades of 26% copper and
       36% zinc.
    -   The flowsheet for processing underground material is similar to the flowsheet used during previous mining
       operations. Average metal recovered into concentrates are anticipated to be 84.4% for copper and
       83.9% for zinc from treating underground mined material and 66.7% and 59.4% for copper and zinc
       respectively whilst treating open-pit mined material.
    - The concentrates will be trucked to Groveput, 50km from site, and then railed to the Port of Ngqura (at
       Coega) for export to smelters in Asia and Europe.

Net smelter returns for the Cu and Zn concentrates (accounting for metal payabilities, treatment and refining
charges, and penalty provisions) are expected to be 98.7% and 71.3% of market metal prices for Cu and Zn
respectively for underground sourced metal; and 91.2% and 53.7% for Cu and Zn respectively for open-pit
sourced material.

        Ownership and Mineral Tenements
Orion through two subsidiaries Repli Trading No. 25 (Pty) Ltd and Vardocube (Pty) Ltd holds prospecting rights
over the Project area. Both subsidiaries have applied for the rights to mine copper and zinc within their respective
prospecting right areas. Repli has also signed land access agreements with land-owners to facilitate mining
operations.

A Mining Charter and local regulations prescribe how local economic development and Black Economic
Empowerment (BEE) is to be promoted from mining developments. Stipulated Social and Labour Plans (SLPs)
have been prepared and submitted to the South African regulatory authorities for endorsement. The SLPs are
currently being evaluated.

Several significant social investment initiatives proposed in the SLP have already been started including the
provision of internet facilities to the public in Prieska assisting the local community with application for work and/or
as service providers for the proposed mining operation.

Environmental licence applications are also under review by the authorities.
                                                                                                       
Financial Evaluation
Financial evaluation was undertaken by constructing financial models that allowed various cost and revenue
scenarios to be assessed. Inputs into the financial modelling included the mine production and ore processing
schedules, expected product sale terms, commodity prices, FOREX assumptions, CAPEX, OPEX and

The key financial outcomes from the financial evaluation undertaken for the full mine plan include:
   - Undiscounted free cashflows of AUD1.1 billion;
   - Project Pre-Tax NPV of at a discount rate of 8% of 574M (AUD408M post-tax);
   - Internal Rate of Return (IRR) pre-tax of 38% (33% post-tax);
   - Peak funding requirements of AUD378M;
   - Period at which the project cashflows payback the start-up CAPEX of 2.9 years; and
   - All-in-sustaining cost of AUD5,470/t of copper equivalent metal sold.

Note that Ore Reserves were evaluated by themselves to demonstrate that a business case exists for the project
in spite of the inclusion of portions of the Inferred Mineral Resources into the plan. Ore Reserves would support a
6.5 year mine life.

Mining Right and environmental authorisation applications were lodged with the South African regulatory
authorities in April 2018 and granting of them is now imminent.

Errol Smart
Managing Director and CEO

26 June 2019

ENQUIRIES

 Investors                              Media                                                           JSE Sponsor
 Errol Smart – Managing                 Nicholas Read                       Barnaby Hayward             Rick Irving
 Director & CEO
 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

Competent Person’s Statements

The information in this report that relates to Exploration Results is not in contravention of the 2012 Edition of the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) and has been compiled and
assessed under the supervision of Mr Errol Smart, Orion’s Managing Director. Mr Smart (PrSciNat) is registered with the South
African Council for Natural Scientific Professionals, a Recognised Overseas Professional Organisation (ROPO) for JORC
purposes and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration
and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the JORC Code. Mr
Smart consents to the inclusion in this announcement of the matters based on his information in the form and context in which
it appears.

The information in this report that relates to Exploration Results is not in contravention of the JORC Code and has been
compiled and assessed under the supervision of Mr Sean Duggan, a Director and Principal Analyst at Z Star Mineral Resource
Consultants (Pty) Ltd. Mr Duggan (PrSciNat) is registered with the South African Council for Natural Scientific Professionals
(Registration No. 400035/01), an ROPO for JORC purposes and has sufficient experience that is relevant to the style of
mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent
Person as defined in the 2012 Edition of the JORC Code. Mr Duggan consents to the inclusion in this announcement of the
matters based on his information in the form and context in which it appears.


                                                                                                                     
The information in this report that relates to the Ore Reserves is based on mining-related information incorporated under the
supervision of Mr William Gillespie, a Competent Person who is a fellow of the Institute of Materials, Minerals and Mining
(IMMM), a Recognised Overseas Professional Organisation, (ROPO). Mr Gillespie takes overall responsibility for the Ore Reserve
aspects of the release as Competent Person. Mr Gillespie is an employee of A & B Global Mining Consultants which contracts
to Orion. Mr Gillespie has sufficient experience that is relevant to the type of mining and type of deposit under consideration
and to the activities being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the JORC Code.
Mr Gillespie consents to the inclusion in this release of the matters based on his information in the form and context in whi ch
it appears.
The information in this report that relates to the Metallurgy is based on mining information independently reviewed by Mr. Val
Coetzee (an employee of DRA), a registered Professional Engineer with the Engineering Council of South Africa, a Recognised
Overseas Professional Organisation, (ROPO), as Competent Person. Mr Coetzee consents to the inclusion in this release of the
Metallurgical and Processing matters based on his information in the form and context in which it appears.


Disclaimer

This release may include forward-looking statements. Such forward-looking statements may include, among other things,
statements regarding targets, estimates and assumptions in respect of metal production and prices, operating costs and
results, capital expenditures, mineral reserves and mineral resources and anticipated grades and recovery rates, and are or
may be based on assumptions and estimates related to future technical, economic, market, political, social and other
conditions. These forward-looking statements are based on management’s expectations and beliefs concerning future
events. Forward-looking statements inherently involve subjective judgement and analysis and are necessarily subject to risks,
uncertainties and other factors, many of which are outside the control of Orion. Actual results and developments may vary
materially from those expressed in this release. Given these uncertainties, readers are cautioned not to place undue reliance
on such forward-looking statements. Orion makes no undertaking to subsequently update or revise the forward-looking
statements made in this release to reflect events or circumstances after the date of this release. All information in respect of
Exploration Results and other technical information should be read in conjunction with Competent Person Statements in this
release (where applicable). To the maximum extent permitted by law, Orion and any of its related bodies corporate and
affiliates and their officers, employees, agents, associates and advisers:
-      disclaim any obligations or undertaking to release any updates or revisions to the information to reflect any change in
       expectations or assumptions;
-      do not make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the
       information in this release, or likelihood of fulfilment of any forward-looking statement or any event or results expressed
       or implied in any forward-looking statement; and
-      disclaim all responsibility and liability for these forward-looking statements (including, without limitation, liability for
       negligence).



                                                                                                                    
APPENDIX 1: Processing Plant Flowsheet


APPENDIX 2
Section 1 Sampling Techniques and Data
(Criteria in this section apply to all succeeding sections.)
Criteria                 JORC Code explanation                                                         Commentary
Sampling techniques      -   Nature and quality of sampling (e.g. cut channels, random chips, or        - Drilling and sampling by Anglovaal Ltd (also known as the Anglovaal
                             specific specialised industry standard measurement tools appropriate         Group, (Anglovaal) has been undertaken during two distinct periods
                             to the minerals under investigation, such as down hole gamma sondes,         since the discovery of mineralisation. These are pre-mine exploration
                             or handheld XRF instruments, etc.). These examples should not be             (1968 -1971) and during mine operations (1972-1984) drill holes ("V", "D",
                             taken as limiting the broad meaning of sampling.                             and "F" prefixed holes).
                         -   Include reference to measures taken to ensure sample representivity        - Since 2017 diamond drilling and sampling at the Deep Sulphide Target
                             and the appropriate calibration of any measurement tools or systems          was done on two adjacent prospecting rights held by Repli Trading No.
                             used.                                                                        27 (Pty) Ltd (Repli) and Vardocube (Pty) Ltd (Vardocube), both subsidiary
                         -   Aspects of the determination of mineralisation that are Material to the      companies of Orion Minerals Ltd (Orion).
                             Public Report.                                                             Anglovaal:
                         -   In cases where ‘industry standard’ work has been done this would be
                                                                                                        - For diamond drilling carried out by Anglovaal between 1968 and 1984,
                             relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1
                                                                                                          there is limited information available on sampling techniques for core.
                             m samples from which 3 kg was pulverised to produce a 30 g charge
                                                                                                          However, with exploration and resource management being carried out
                             for fire assay’). In other cases more explanation may be required, such
                                                                                                          under the supervision of Anglovaal, it is considered by the Competent
                             as where there is coarse gold that has inherent sampling problems.
                                                                                                          Person that there would be procedures in place to the industry best
                             Unusual commodities or mineralisation types (e.g. submarine nodules)
                                                                                                          practice standard at that time. This is based on the Competent Persons
                             may warrant disclosure of detailed information.
                                                                                                          knowledge of exploration carried out by Anglovaal and discussions with
                                                                                                          personnel employed by Anglovaal.
                                                                                                        - The mineral resource management were under the professional
                                                                                                          supervision of Dr Danie Krige an internationally recognised expert of the
                                                                                                          time who published peer reviewed papers based on the sampling data.
                                                                                                          The sampling was successful in defining a resource estimate which was
                                                                                                          used as the basis of successful mine development and operation over a
                                                                                                          20-year period.
                                                                                                        - Drilling of the original surface exploration holes was carried out 200 –
                                                                                                          250m line spacing. Underground exploration holes were not drilled on a
                                                                                                          regular spacing.
                                                                                                        - Surface drill exploration samples were all sent to Anglovaal Research
                                                                                                          Laboratory at Rand Leases Mine, and underground drill samples to the
                                                                                                          mine laboratory for analyses.
                                                                                                        - No records on the sampling methodology.
                                                                                                        - Although no formal QA/QC samples were inserted at the time by the
                                                                                                          geologists on the exploration site or the mine the Anglovaal Research
                                                                                                          Laboratory developed their own standards, certified by other
                                                                                                          commercial laboratories and those were used internally in the




                                                                                                                                                                                   30
Criteria              JORC Code explanation                                                            Commentary
                                                                                                          laboratory. Duplicate samples were also inserted to check for
                                                                                                          repeatability.
                                                                                                       Orion:
                                                                                                       - Diamond drill core was geologically logged, and zones of mineralisation
                                                                                                         are identified and marked on the core. The core was marked for cutting
                                                                                                         using the “low point” of the stratigraphy, marking the downhole direction
                                                                                                         on each core piece to ensure that the cut core was returned to the tray
                                                                                                         correctly. Half core was sampled. Following cutting, the core was
                                                                                                         returned to the core tray. The sampling process was undertaken by a
                                                                                                         qualified geologist, who checked that all core was returned in the
                                                                                                         correct order by turning the core to face upward, fitting the core
                                                                                                         together and marking the metre intervals on the cut face.
                                                                                                       - The core sample intervals were marked with due consideration of the
                                                                                                         percentage of sulphide mineralisation, lithological contacts, and
                                                                                                         minimum and maximum sample intervals (nominally 50cm to 1.0m). The
                                                                                                         sampling details were captured onto a paper log sheet that records
                                                                                                         sample depths, sample number (derived from a standardised sample
                                                                                                         register) recoveries, mineralisation percentage, sulphide minerals and
                                                                                                         mineralisation style. A comments field is used to capture ancillary
                                                                                                         observations or associations.
                                                                                                       - Drilling at the Deep Sulphide Target was initially carried out aiming to
                                                                                                         define an approximate 100m x 100m pattern by use of “mother” holes
                                                                                                         and deflections from these holes. In specific areas the drill density was
                                                                                                         increased to improve the level of confidence of the resource.
                                                                                                       - Percussion / reverse circulation pre-collars (where used) were sampled
                                                                                                         on a composite basis.
                                                                                                       - Sampling carried out under supervision of a qualified geologist using
                                                                                                         procedures outlined below including industry standard QA/QC.
                                                                                                       - Samples submitted for analysis to ALS Chemex (Pty) Ltd (ALS) were
                                                                                                         pulverised in its entirety at ALS and split to obtain a 0.2g sample for
                                                                                                         digestion and analysis.
                                                                                                       - Downhole electromagnetic (EM) survey were carried out in selected drill
                                                                                                         holes using standard techniques.
Drilling techniques  -   Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air     Anglovaal:
                          blast, auger, Bangka, sonic, etc.) and details (e.g. core diameter, triple
                          or standard tube, depth of diamond tails, face-sampling bit or other         - Records for core size are not available.
                          type, whether core is oriented and if so, by what method, etc.).             - No record on core orientation
                                                                                                       Orion:
                                                                                                       - Diamond core drilling using single tube NQ and BQ sized core. BQ core
                                                                                                         was only drilled where problems were encountered in the original NQ




                                                                                                                                                                                     31
Criteria                JORC Code explanation                                                   Commentary
                                                                                                  drilled drill hole and the drilling could not continue with NQ size.
                                                                                                - In the near surface weathered zone HQ core was drilled.
                                                                                                - Pre-collar drilled using percussion drilling on certain holes (above
                                                                                                  mineralisation).
                                                                                                - Core was orientated in holes selected for geotechnical studies.
Drill sample recovery   -   Method of recording and assessing core and chip sample recoveries   Anglovaal:
                            and results assessed.
                                                                                                - All mineralised intersections were done with core drilling.
                        -   Measures taken to maximise sample recovery and ensure
                                                                                                - Core recoveries were measured for each drill "run" and recorded on
                            representative nature of the samples.
                                                                                                  assay sheets.
                        -   Whether a relationship exists between sample recovery and grade
                                                                                                - In most V holes and all D and F holes, intersections were in hard rock and
                            and whether sample bias may have occurred due to preferential
                                                                                                  recoveries were generally good through the mineralisation.
                            loss/gain of fine/coarse material.
                                                                                                Orion:
                                                                                                - All mineralised intersections were done with core drilling.
                                                                                                - Core stick-ups reflecting the depth of the drill hole were recorded at the
                                                                                                  rig at the end of each core run.
                                                                                                - A block with the depth of the hole written on it was placed in the core
                                                                                                  box at the end of each run.
                                                                                                - At the core yard, the length of core in the core box was measured for
                                                                                                  each run. The measured length of core was subtracted from the length
                                                                                                  of the run as recorded from the stick-up measured at the rig to
                                                                                                  determine the core lost.
                                                                                                - Core recovery in all the mineralised intersections are good.
                                                                                                - No grade variation with recovery noted.




                                                                                                                                                                               32
Criteria                JORC Code explanation                                                         Commentary
Logging                 -   Whether core and chip samples have been geologically and                  Anglovaal:
                            geotechnically logged to a level of detail to support appropriate
                                                                                                      - All relevant intersections for V surface holes have been logged and all of
                            Mineral Resource estimation, mining studies and metallurgical studies.
                                                                                                        this information is available. It is understood from historical reports that all
                        -   Whether logging is qualitative or quantitative in nature. Core (or
                                                                                                        intersections for D and F holes were logged but not all information is
                            costean, channel, etc.) photography.
                                                                                                        currently available.
                        -   The total length and percentage of the relevant intersections logged.
                                                                                                      - Downhole geotechnical information is available for some of the D and F
                                                                                                        holes only. Downhole mineralogical logs are available for some D and F
                                                                                                        holes.
                                                                                                      Orion:
                                                                                                      - Pre-collar percussion holes were logged on 1m intervals using visual
                                                                                                        inspection of washed drill chips. A hand held XRF instrument was used to
                                                                                                        determine the presence of any metals.
                                                                                                      - Core of the entire hole length was geologically logged and recorded on
                                                                                                        standardised log sheets by a qualified geologist.
                                                                                                      - Qualitative logging of colour, grain size, weathering, structural fabric,
                                                                                                        lithology, alteration type and sulphide mineralogy was carried out.
                                                                                                      - Quantitative estimate of sulphide mineralogy.
                                                                                                      - Logs were recorded at the core yard and entered into digital templates
                                                                                                        at the project office.
Sub-sampling            -   If core, whether cut or sawn and whether quarter, half or all core        Anglovaal:
techniques and              taken.
                                                                                                      - Details of sub-sampling techniques not available.
sample preparation      -   If non-core, whether riffled, tube sampled, rotary split, etc. and
                                                                                                      Orion:
                            whether sampled wet or dry.
                        -   For all sample types, the nature, quality and appropriateness of the      - Samples from percussion pre-collars were collected by spear sampling.
                            sample preparation technique.                                             - Sampling on site aimed to generate a < 2kg sub sample to enable the
                        -   Quality control procedures adopted for all sub-sampling stages to           entire sample to be pulverised without further splitting.
                            maximise representivity of samples.                                       - Water was used in the dust depression proses during percussion drilling,
                        -   Measures taken to ensure that the sampling is representative of the in-     resulting in wet chip samples.
                            situ material collected, including for instance results for field         - BQ and NQ core cut at core yard and half core taken as sample. with
                            duplicate/second-half sampling.                                             maximum of 1m sample length
                        -   Whether sample sizes are appropriate to the grain size of the material    - With core samples, the entire sample length was cut and sampled.
                            being sampled.                                                            - Sample preparation was undertaken at ALS an ISO accredited
                                                                                                        laboratory. ALS utilises industry best practise for sample preparation for
                                                                                                        analysis, involving drying of samples, crushing to <5mm if required and
                                                                                                        then pulverising so that +85% of the sample passes 75 microns.
Quality of assay data   -   The nature, quality and appropriateness of the assaying and               Anglovaal:
and laboratory tests        laboratory procedures used and whether the technique is considered
                                                                                                      - Surface drill exploration samples were all sent to Anglovaal Research
                            partial or total.
                                                                                                        Laboratory at Rand Leases Mine.
                        -   For geophysical tools, spectrometers, handheld XRF instruments, etc.,
                                                                                                      - Atomic Adsorption method was used with a Nitric-bromide digest.
                            the parameters used in determining the analysis including instrument



                                                                                                                                                                                           33
Criteria   JORC Code explanation                                                       Commentary
               make and model, reading times, calibrations factors applied and their     Underground drill hole samples were sent to the mine laboratory, where
               derivation, etc.                                                          the same analytical method was used.
           -   Nature of quality control procedures adopted (e.g. standards, blanks,   - Underground drill hole samples were sent to the mine laboratory, where
               duplicates, external laboratory checks) and whether acceptable            the same analytical method was used.
               levels of accuracy (i.e. lack of bias) and precision have been          - Although no formal QC samples were inserted with the drill samples of
               established.                                                              the exploration holes the Anglovaal Research Laboratory developed
                                                                                         their own standards, certified by other commercial laboratories and
                                                                                         those were used internally in the laboratory. Duplicate samples were also
                                                                                         inserted to check for repeatability.
                                                                                       Orion:
                                                                                       - Samples were submitted to ALS and analysed for base metals, Au and
                                                                                         Ag. Analysis was by the Inductively Coupled Plasma and Optical
                                                                                         Emission Spectroscopy ("ICP-OES") methodology. Initially a three-acid
                                                                                         digest was used but since November 2018 an Aqua-regia digest was
                                                                                         used.
                                                                                       - Certified Reference Material (CRM), blanks and duplicates were inserted
                                                                                         and analysed with each batch. Insertion rates for the current reporting
                                                                                         was: CRM = 10%, blanks = 5%, field duplicates = 2% and pulp repeat
                                                                                         duplicates = 3.9%
                                                                                       - ALS has their own internal QA/QC protocols which include CRM’s (5%),
                                                                                         blanks (2.5%) and duplicates (2.5%).
                                                                                       - CRM samples showed high accuracy and tight precision with no
                                                                                         consistent bias.
                                                                                       - Blank samples indicated no contamination, within the pre-determined
                                                                                         thresholds, during the sample preparation process.
                                                                                       - Field duplicate samples showed acceptable precision with no obvious
                                                                                         bias.
                                                                                       - Laboratory samples showed excellent accuracy and precision.
                                                                                       - External laboratory checks by Genalyses showed excellent repeatability
                                                                                         with the primary laboratory.
                                                                                       - Down hole EM surveys were carried out in selected holes, using a 3
                                                                                         component Digi-Atlantis probe and ultra high power transmitter.
                                                                                       - Loop size of 1800m x 600m were used with continuous measurements
                                                                                         taken as the probe travels into the hole and out again.
                                                                                       - Surface TDEM surveys were carried out using a Supracon Jesse Beep
                                                                                         squid sensor and ultra-high-power transmitter with a Smartem 24
                                                                                         receiver.




                                                                                                                                                                     34
Criteria                  JORC Code explanation                                                        Commentary
Verification of           -   The verification of significant intersections by either independent or   Anglovaal:
sampling and                  alternative company personnel.
                                                                                                       - No records available
assaying                  -   The use of twinned holes.
                                                                                                       Orion:
                          -   Documentation of primary data, data entry procedures, data
                              verification, data storage (physical and electronic) protocols.          - Orion’s Executive: Exploration personally supervised the drilling and
                          -   Discuss any adjustment to assay data.                                      sampling along with a team of experienced geologists.
                                                                                                       - The Executive: Exploration reviewed the raw laboratory data and
                                                                                                         confirmed the calculation of the significant intersections.
                                                                                                       - Twin holes were drilled to verify historical drill intersections from
                                                                                                         Anglovaal.
                                                                                                       - Data entry from the primary hard copies was done on Excel
                                                                                                         spreadsheets by the geologists logging the core. The data was then
                                                                                                         imported in to an Access database by the geologist responsible for the
                                                                                                         database. Validation of the data is done during importing into the
                                                                                                         Access database by running queries, and when the resource geologist
                                                                                                         imports the data into to the modelling software.
                                                                                                       - All drilling data has been transferred to a secure Geobank database.
                                                                                                       - For the EM survey, data was collected on site and validated by a
                                                                                                         geophysical technician daily. Data (raw and processed) was sent to a
                                                                                                         consultant geophysicist for review, quality control and processing.
                                                                                                       - No adjustments have been made to the assay data.
Location of data points      Accuracy and quality of surveys used to locate drill holes (collar and   Anglovaal:
                              down-hole surveys), trenches, mine workings and other locations used
                                                                                                       - All surface and underground hole collars were surveyed by qualified
                              in Mineral Resource estimation.
                                                                                                         surveyors using a theodolite.
                          -   Specification of the grid system used.
                                                                                                       - The historic mine survey data is in the old national Lo 23 Clarke 1880
                          -   Quality and adequacy of topographic control.
                                                                                                         coordinate system.
                                                                                                       - Downhole surveys were carried out for most of the V holes and all of the
                                                                                                         D and F holes. Methodology of the downhole surveys is not recorded on
                                                                                                         the available hardcopy information but plans and sections are
                                                                                                         meticulously plotted and signed off by a certified surveyor.
                                                                                                       - Both Eastman and Sperry Sun instruments were used in the downhole
                                                                                                         surveys.
                                                                                                       - Significant deflections in the dips of the holes have been noted,
                                                                                                         especially for the deeper holes. V holes with no downhole surveys are
                                                                                                         shallower holes drilled earlier on in the initial exploration phase. These
                                                                                                         holes intersected areas where the mineralisation is now largely mined
                                                                                                         out.
                                                                                                       - All hole positions have been converted to Lo23 WGS84 coordinates.
                                                                                                       - Underground D and F holes are recorded in local "V" line and "O"
                                                                                                         distance coordinates with local mine datum elevations. Level plans have




                                                                                                                                                                                      35
Criteria                 JORC Code explanation                                                          Commentary
                                                                                                           both the local V/O grid and Lo23 Clark 1880 grids plotted and this has
                                                                                                           been used to define transformation parameters from local grid to
                                                                                                           geographical coordinates. All hole positions have been converted to
                                                                                                           Lo23 WGS84 coordinates.
                                                                                                        Orion:
                                                                                                        - Drill hole collar positions were laid out using a handheld GPS.
                                                                                                        - After completion of the Orion drilling all collars were surveyed by a
                                                                                                          qualified surveyor using a Trimble R8 differential GPS.
                                                                                                        - Downhole surveys were completed in all drill holesusing a North-Seeking
                                                                                                          Gyro instrument.
                                                                                                        - All survey data is in the WGS84 ellipsoid in the WG23 Zone with the
                                                                                                          Hartebeeshoek 1994 Datum. The coordinates are also supplied in Clarke
                                                                                                          1880 and in UTM WGS84 Zone 34 (Southern Hemisphere).
Data spacing and         -   Data spacing for reporting of Exploration Results.                         Anglovaal:
distribution             -   Whether the data spacing and distribution is sufficient to establish the
                                                                                                        - Original exploration holes (V) were drilled on 200 - 250 m spacing.
                             degree of geological and grade continuity appropriate for the Mineral
                                                                                                        - Underground drilled holes (D, F and R) were not drilled on a regular
                             Resource and Ore Reserve estimation procedure(s) and classifications
                                                                                                          spaced grid.
                             applied.
                                                                                                        Orion:
                         -   Whether sample compositing has been applied.
                                                                                                        - At the Deep Sulphide Target drill holes were initially aimed to intersect
                                                                                                          mineralisation on approximately 100m x 100m spacing with infill drilling to
                                                                                                          be carried out in areas of interest as determined by results. In specific
                                                                                                          areas the drill density was increased to improve the level of confidence
                                                                                                          of the resource.
                                                                                                        - Variography studies were carried out toguide the drill spacing for Mineral
                                                                                                          Resource estimates.
                                                                                                        - No sample compositing has been applied before assaying.
Orientation of data in   -   Whether the orientation of sampling achieves unbiased sampling of          - Most of the historical drilling and all current drilling was oriented
relation to geological       possible structures and the extent to which this is known, considering       perpendicular, or at a maximum achievable angle to, the attitude of the
structure                    the deposit type.                                                            mineralisation.
                         -   If the relationship between the drilling orientation and the orientation   - As a result, most holes intersect the mineralisation at an acceptable
                             of key mineralised structures is considered to have introduced a             angle.
                             sampling bias, this should be assessed and reported if material.           - No sampling bias is anticipated as a result of hole orientations.
                                                                                                        - EM surveys by Orion were completed in an orientation perpendicular to
                                                                                                          the interpreted or intersected mineralisation.
Sample security          -   The measures taken to ensure sample security.                              Anglovaal:
                                                                                                        - No details of sample security available. However, during the mining
                                                                                                          operations the site was fenced and gated with security personnel
                                                                                                          employed as part of the staff.




                                                                                                                                                                                        36
Criteria                 JORC Code explanation                                                               Commentary
                                                                                                             Orion:
                                                                                                             - Chain of custody was managed throughout. Samples were stored on site
                                                                                                               in a secure locked building and then freighted directly to the laboratory.
                                                                                                             - All coarse and pulp rejects returned from the laboratory are stored within
                                                                                                               secured locked buildings.
Audits or reviews        -   The results of any audits or reviews of sampling techniques and data.           Anglovaal:
                                                                                                             - No records of audits or reviews are available.
                                                                                                             Orion:
                                                                                                             - SRK has reviewed the sampling techniques being practiced.
                                                                                                             - The sampling process is governed by well-established industry and
                                                                                                               company procedures and protocols.


Section 2 Reporting of Exploration Results
(Criteria listed in the preceding section also apply to this section.)
Criteria                 JORC Code explanation                                                               Commentary

Mineral tenement and     -   Type, reference name/number, location and ownership including                   - The Deep Sulphide Target is located on two Prospecting Rights held by
land tenure status           agreements or material issues with third parties such as joint ventures,          Repli and Vardocube, which are subsidiaries of Orion (Figure 1A).
                             partnerships, overriding royalties, native title interests, historical sites,   - The Prospecting Right areas covers a strike of 2,460m for the Deep
                             wilderness or national park and environmental settings.                           Sulphide mineralisation.
                         -   The security of the tenure held at the time of reporting along with any         - All of the required shaft infrastructure and lateral access underground
                             known impediments to obtaining a licence to operate in the area.                  development is available within the two Prospecting Rights.
Exploration done by      -   Acknowledgment and appraisal of exploration by other parties.                   - The Anglovaal exploration resulted in the delineation and development
other parties                                                                                                  of a large mine.

Geology                  -   Deposit type, geological setting and style of mineralisation.                   - The Copperton deposit is a Volcanogenic Massive Sulphide (VMS)
                                                                                                               deposit which is situated in the southernmost exposures of the north-
                                                                                                               northwest trending Kakamas Terrain, which forms part of the Mid-
                                                                                                               Proterozoic Namaqualand Metamorphic Complex.
                                                                                                             - The deposit is hosted by the Copperton Formation of the Areachap
                                                                                                               Group. The Areachap Group, also hosts several other but smaller VMS
                                                                                                               deposits such as the Areachap, Boks Puts, Kantien Pan, Kielder, and
                                                                                                               Annex Vogelstruisbult deposits.
                                                                                                             - The structural sequence at the mine consists of a footwall Smouspan
                                                                                                               Gneiss Member, Prieska Copper Mines Assemblage (PCMA), which hosts
                                                                                                               the sulphide mineralisation, and the hangingwall Vogelstruisbult Gneiss
                                                                                                               Member.
                                                                                                             - The historically mined section of the deposit is confined to a tabular,



                                                                                                                                                                                            37
Criteria                 JORC Code explanation                                                          Commentary
                                                                                                          stratabound horizon in the northern limb of a refolded recumbent
                                                                                                          synform, the axis of which plunges at approximately 5° to the south-east.
                                                                                                        - The mineralised zone outcrop has a strike of 2,400m, is oxidised and / or
                                                                                                          affected by leached and supergene enrichment to a depth of
                                                                                                          approximately 100m and crops out as a well-developed gossan. It has a
                                                                                                          dip of between 55° and 80° to the northeast at surface and a strike of
                                                                                                          130° to the north. Current drilling indicates that the Deep Sulphides has a
                                                                                                          strike length of at least 2860m in depth.
                                                                                                        - The thickness of the mineralised zone exceeds 30m in places but
                                                                                                          averages between 7m and 9m. The mineralised zone persists to a depth
                                                                                                          of 1,100m (as deep as 1,228m in one section) after which it is upturned
                                                                                                          due to the folding.
                                                                                                        - The Deep Sulphide Target area located below the historical mined area,
                                                                                                          comprises the steep down dip continuity ("steep limb and hinge zone”)
                                                                                                          and from where it upturns to its subsequent synformal structure ("trough
                                                                                                          zone").
                                                                                                        - The morphology of the mineralised horizon in the eastern limb is well
                                                                                                          mapped out by drilling and historic mining while the western limb up dip
                                                                                                          extent is poorly tested and mapped.
Drill hole Information   -   A summary of all information material to the understanding of the          Anglovaal:
                             exploration results including a tabulation of the following information
                                                                                                        - Historical drilling results used in the Deeps Mineral Resource estimation
                             for all Material drill holes:
                                                                                                          were reported in the ASX releases of 16 July 2018 and 18 November 2015.
                             o easting and northing of the drill hole collar
                                                                                                        Orion:
                             o elevation or RL (Reduced Level – elevation above sea level in
                                  metres) of the drill hole collar                                      - All drill hole intersections used in the the Deep Sulphide Mineral Resource
                             o dip and azimuth of the hole                                                estimation have been reported in the ASX releases of 5 November 2018,
                             o down hole length and interception depth                                    15 October 2018, 18 September 2018, 16 July 2018, 19 February 2018, 1
                             o hole length.                                                               February 2018, 12 December 2017, 8 November 2017, 9 October 2017, 5
                         -   If the exclusion of this information is justified on the basis that the      October 2017, 17 September 2017, 6 September 2017, 27 July 2017, 17
                             information is not Material and this exclusion does not detract from the     July 2017.
                             understanding of the report, the Competent Person should clearly           - Other relevant diagrams have been included in the abovementioned
                             explain why this is the case.                                                ASX releases relating to the drilling results at the Prieska Project.
Data aggregation         -   In reporting Exploration Results, weighting averaging techniques,          Anglovaal:
methods                      maximum and/or minimum grade truncations (e.g. cutting of high
                                                                                                        - Individual intersections were weighted by sample width.
                             grades) and cut-off grades are usually Material and should be stated.
                                                                                                        - No truncations have been applied.
                         -   Where aggregate intercepts incorporate short lengths of high grade
                                                                                                        - All grade and density information are incorporated in the Orion
                             results and longer lengths of low grade results, the procedure used for
                                                                                                          database, and due to the large number of intersections made it is in the
                             such aggregation should be stated and some typical examples of
                                                                                                          Competent Person view that it should not be included in this reporting.
                             such aggregations should be shown in detail.
                                                                                                        Orion:
                         -   The assumptions used for any reporting of metal equivalent values
                             should be clearly stated.                                                  - Significant intersections for the Deep Sulphide Target reported to the ASX



                                                                                                                                                                                        
Criteria   JORC Code explanation   Commentary
                                       are calculated by average of assays result > 0.3% copper or 0.5% zinc
                                       and weighted by the sample width and specific gravity of each sample.
                                   -   In general, the significant intersections correspond strongly to geological
                                       boundaries (massive sulphides) and are clearly distinguishable from
                                       country rock / surrounding samples.
                                   -   No truncations have been applied.
                                   -   No metal equivalent values were considered.
                                   -   Significant intersections made by Orion were reported in previous ASX
                                       releases relating to drilling of the Deep Sulphide Target.




                                                                                                                     
Section 2-1 Selected Images illustrating the Mineral Resource and sampling presented.

Figure 1A: Longitudinal section of showing the historically mind area and the Deep Sulphide Resource at the Prieska Project, with the Deep Sulphide Resource subdivided into the Repli and Vardocube
Resource areas.
                                                                                                                                                                                                       
Figure 2A: Simplified geological section through Prieska Project showing structure and locality of the Deep Sulphide Target below the old workings.
                                                                                                                                                      
Figure 3A: Longitudinal projection of the North-West Resource area of the Prieska Project, showing the intersection points of the drill holes used in this Mineral Resource release.
                                                                                                                                                                                      
Figure 4A: Plan of the North-West Resource area of the Prieska Project, showing the intersection points of the drill holes used in this Mineral Resource release.
                                                                                                                                                                   
Figure 5A: Schematic longitudinal projection of the South-East Resource area of the Prieska Project, showing the intersection points of the drill holes used in this Mineral Resource release.
                                                                                                                                                                                              
Figure 6A: Plan of the South-East Resource area of the Prieska Project, showing the intersection points of the drill holes used in this Mineral Resource release.




                                                                                                                                                                   
                                                            3.5                                                                               4.0

                                                            3.0                                                                               3.5




                                                                                                                                                    Milled Cu & Zn grade (%)
                                                                                                                                              3.0
                                                            2.5




                                       Miiled tonnes (ts)
                                                                                                                                              2.5
                                                            2.0
                                                                                                                                              2.0
                                                            1.5
                                                                                                                                              1.5
                                                            1.0
                                                                                                                                              1.0
                                                            0.5                                                                               0.5
                                                            0.0                                                                               -
                                                                  1973




                                                                  1988
                                                                  1974
                                                                  1975
                                                                  1976
                                                                  1977
                                                                  1978
                                                                  1979
                                                                  1980
                                                                  1981
                                                                  1982
                                                                  1983
                                                                  1984
                                                                  1985
                                                                  1986
                                                                  1987

                                                                  1989
                                                                  1990
                                                                  1991
                                                                  Processed                           % Cu                             % Zn

Figure 7A: Graphic presentation of the tonnes and grades milled at the Prieska Copper Mine from 1973 to 1991 (Source: Mine Records).




                                                                                                                                                                               46
Section 3 Estimation and Reporting of Mineral Resources
(Criteria listed in Section 1 and where relevant in Section 2. also apply to this section.)
Criteria                 JORC Code explanation                                                           Commentary

Database integrity         ?   Measures taken to ensure that data has not been corrupted by, for         ? All drill hole and sample data are stored by Orion in a robust GeobankTM
                               example, transcription or keying errors, between its initial collection     database.
                               and its use for Mineral Resource estimation purposes.                     ? Validation includes the following:
                           ?   Data validation procedures used.                                              o Ensuring that all drill holes have appropriate XYZ coordinates.
                                                                                                             o Comparing the maximum depth of the hole against the final depth
                                                                                                                 indicated in the collar file.
                                                                                                             o Comparing the final depth in the survey file against final depth in
                                                                                                                 the collar file.
                                                                                                             o Comparing the final depths of all geology, assay, core recovery
                                                                                                                 against the final depth in the collar file.
                                                                                                             o Checking for duplicate drill holes.
                                                                                                             o Checking that each depth interval has a main lithology.
                                                                                                             o Checking that all fields that were set up as mandatory fields contain
                                                                                                                 entries.
                                                                                                             o The core recoveries were checked for unrealistic percentages.
                                                                                                             o Density results are checked for unrealistic values.
                                                                                                         ? A further check was performed when the drill hole data was imported
                                                                                                           into the Geovia SurpacTM (Surpac) modelling software. The data was
                                                                                                           validated for duplicates, gaps, overlaps, impossible intervals in down-
                                                                                                           hole sequence for assay, collar coordinates, geology data and survey
                                                                                                           data. The drill holes were also visually checked in plan and section in
                                                                                                           Surpac.
Site visits                ?   Comment on any site visits undertaken by the Competent Person             ? Z* Star Mineral Resource Consultants (Pty) Ltd (Z*) were requested by
                               and the outcome of those visits.                                            Orion Services South Africa (Pty) Ltd (Orion SA) to estimate and classify a
                           ?   If no site visits have been undertaken indicate why this is the case.       mineral resource for the Deep Sulphide deposit. Z* visited the Prieska
                                                                                                           Project from 17 to 19 October 2017.
                                                                                                         ? The visit included a review of the drilling and sampling operations,
                                                                                                           discussion on the geology and associated mineralisation, review of the
                                                                                                           planned drill holes and examination of the assay data and a high level
                                                                                                           spatial analysis.
Geological                 ?   Confidence in (or conversely, the uncertainty of) the geological          ? The Deep Sulphide mineralisation is the depth extension of the strata-
interpretation                 interpretation of the mineral deposit.                                      bound, stratiform VMS Prieska Cu-Zn deposit and is hosted by the 3km
                           ?   Nature of the data used and of any assumptions made.                        thick Copperton Formation of the Areachap Group. The massive
                           ?   The effect, if any, of alternative interpretations on Mineral Resource      sulphide mineralisation is characterised by abundant rounded fragments
                               estimation. The use of geology in guiding and controlling Mineral           of gangue material of various sizes contained in a matrix of sulphide
                               Resource estimation.                                                        minerals. The gangue includes fragments of both hanging- and footwall
                           ?   The factors affecting continuity both of grade and geology.                 material.




                                                                                                                                                                                         47
Criteria               JORC Code explanation                                                          Commentary
                                                                                                      ? No clear metal zonation is evident from the modelling. High Cu are
                                                                                                        generally not in the same place as the high Zn (with a few exceptions).
                                                                                                      ? Geological data and conclusions reached were based on observations
                                                                                                        made in drill core from recent drilling and sampling program.
                                                                                                      ? Like many other VMS deposits domaining for estimation is not possible
                                                                                                        using the geology, and the best method is therefore to utilise the assay
                                                                                                        data.
                                                                                                      ? There is a sharp decrease in the Zn and Cu grades on the boundary of
                                                                                                        the massive sulphide unit. For the construction of the wireframes a Zn
                                                                                                        equivalent cut-off of 3.0% (Zn Eq = Zn% + (Cu%*2) for the mineralised
                                                                                                        zones was used. The Zn_Eq cut-off was used a guide for modelling rather
                                                                                                        than a strict threshold.
Dimensions              ?   The extent and variability of the Mineral Resource expressed as           ? Within the prospecting right areas, the strike length of the mineralisation is
                            length (along strike or otherwise), plan width, and depth below             2600m, horizontal width varies from 410m to 870m and the down dip
                            surface to the upper and lower limits of the Mineral Resource.              extent is 1 228m below shaft collar. True thickness of the orebody varies
                                                                                                        between <1m to 30m with an average of 7m.
Estimation and          ?   The nature and appropriateness of the estimation technique(s)             ? The estimation of the Deep Sulphides included the following steps:
modelling techniques        applied and key assumptions, including treatment of extreme grade             o The creation of a wireframe model for the Deep Sulphide target
                            values, domaining, interpolation parameters, and maximum                         using a 3.0% Zn equivalent cut-off as a guide. In addition, the
                            distance of extrapolation from data points. If a computer assisted               lithology was utilised;
                            estimation method was chosen include a description of computer                o Data validation and selection of samples within the Deep Sulphide
                            software and parameters used.                                                    target and analysis of the variables to be estimated, i.e. Cu%, Zn%,
                        ?   The availability of check estimates, previous estimates and/or mine              and SG;
                            production records and whether the Mineral Resource estimate                  o Exploratory Data Analysis (EDA) that included:
                            takes appropriate account of such data.                                       o Compositing the data to 1m;
                        ?   The assumptions made regarding recovery of by-products.                       o Capping four Cu% outliers and no capping of Zn% values; an
                        ?   Estimation of deleterious elements or other non-grade variables of            o Exclusion of two samples with extreme lengths.
                            economic significance (e.g. sulfur for acid mine drainage                     o Creation of a suitable block model with estimation blocks (30m x
                            characterisation).                                                               30m x 5m) and with sub-cells of 0.5m x 0.5m x 0.5m;
                        ?   In the case of block model interpolation, the block size in relation to       o A spatial analysis of estimation variables followed by a
                            the average sample spacing and the search employed.                              neighbourhood analysis taking cognisance of the folding;
                        ?   Any assumptions behind modelling of selective mining units.                   o Estimation using an appropriate method and modelled parameters,
                        ?   Any assumptions about correlation between variables.                             i.e. Ordinary kriging for local block estimation supplemented by
                        ?   Description of how the geological interpretation was used to control             zonal estimation;
                            the resource estimates.                                                       o Validation of block estimates including statistical and visual
                        ?   Discussion of basis for using or not using grade cutting or capping.             methods as well as comparison with the results of a second method
                        ?   The process of validation, the checking process used, the                        (moving average);
                            comparison of model data to drill hole data, and use of                       o The software used for estimation was IsatisTM.
                            reconciliation data if available.                                         ? Orion declared a Mineral Resource for the Deep Sulphide target on the




                                                                                                                                                                                         48
Criteria                JORC Code explanation                                                             Commentary
                                                                                                            Repli and Vardocube Prospecting Rights on 8 February 2018 and 9 April
                                                                                                            2018, respectively.
                                                                                                          ? There are no previous mine production plans for the Deep Sulphide
                                                                                                            target.
                                                                                                          ? No assumptions have been made regarding the recovery of by-
                                                                                                            products.
                                                                                                          ? No deleterious elements or non-grade variables were estimated.
Moisture                ?       Whether the tonnages are estimated on a dry basis or with natural         ? No moisture content was calculated, and the core was naturally dried
                                moisture, and the method of determination of the moisture content.          when logged and sampled. The estimated tonnages are therefore
                                                                                                            based on a natural basis.

Cut-off parameters          ?    The basis of the adopted cut-off grade(s) or quality parameters          ? The Deep Sulfide Mineral Resource is declared at a zero cut-off but using
                                 applied.                                                                   a wreframe that mostly excludes sample values below a 3% Zn
                                                                                                            equivalent.
                                                                                                          ? The cut-off was on the recommendation of Orion’s Chief Operating
                                                                                                            Officer (COO) which is based on historical data from the Prieska Mine
                                                                                                            and a dataset of parameters from similar operations in the region.
Mining factors or           ?    Assumptions made regarding possible mining methods, minimum              ? Minimum mining thickness of 2m and cut-off of 4% Zn equivalent were
assumptions                      mining dimensions and internal (or, if applicable, external) mining        proposed by Orion’s COO, as based on historical data from the Prieska
                                 dilution. It is always necessary as part of the process of determining     Mine and a dataset of parameters from similar operations in the region.
                                 reasonable prospects for eventual economic extraction to consider        ? The minimum thickness is based on long hole open stope and drift and fill
                                 potential mining methods, but the assumptions made regarding               mining methods.
                                 mining methods and parameters when estimating Mineral                    ? A preliminary mine design which will form the basis of a Bankable
                                 Resources may not always be rigorous. Where this is the case, this         Feasibility Study (BFS) is in progress.
                                 should be reported with an explanation of the basis of the mining
                                 assumptions made.
Metallurgical factors       ?    The basis for assumptions or predictions regarding metallurgical         ? The mine operated from 1972 to 1991 and is reported to have milled a
or assumptions                   amenability. It is always necessary as part of the process of              total of 45.68 Mt of ore at a grade of 1.11% copper and 2.62% zinc,
                                 determining reasonable prospects for eventual economic                     recovering 0.43 Mt of copper and 1.01 Mt of zinc.
                                 extraction to consider potential metallurgical methods, but the          ? Detailed production and metallurgical results are available for the life of
                                 assumptions regarding metallurgical treatment processes and                the mine.
                                 parameters made when reporting Mineral Resources may not                 ? In addition, 1.76 Mt of pyrite concentrates and 8,403 t of lead
                                 always be rigorous. Where this is the case, this should be reported        concentrates as well as amounts of silver and gold were recovered.
                                 with an explanation of the basis of the metallurgical assumptions        ? Copper and zinc recoveries averaged 84.9% and 84.3% respectively
                                 made.                                                                      during the life of the mine.
                                                                                                          ? Metallurgical test work on the Deep Sulphide mineralisation revealed
                                                                                                            good concentrate recoveries, similar to those reported for the historical
                                                                                                            Anglovaal operation.
                                                                                                          ? Additional metallurgical test work as part of a BFS is in progress.




                                                                                                                                                                                          49
Criteria                JORC Code explanation                                                         Commentary
Environmental factors    ?   Assumptions made regarding possible waste and process residue            ? The Deep Sulphide Resource is on the environmental footprint of the
or assumptions               disposal options. It is always necessary as part of the process of         historic Prieska Copper Mine site. Environmental impact assessment
                             determining reasonable prospects for eventual economic                     studies form part of the on-going BFS.
                             extraction to consider the potential environmental impacts of the
                             mining and processing operation. While at this stage the
                             determination of potential environmental impacts, particularly for a
                             greenfields project, may not always be well advanced, the status of
                             early consideration of these potential environmental impacts should
                             be reported. Where these aspects have not been considered this
                             should be reported with an explanation of the environmental
                             assumptions made.
Bulk density             ?   Whether assumed or determined. If assumed, the basis for the             ? Bulk densities (BD t/m3) were determined using the water displacement
                             assumptions. If determined, the method used, whether wet or dry,           method. The entire sample (normally 1m length) was measured.
                             the frequency of the measurements, the nature, size and                    Cognisance of the change in lithology was taken in the selection of
                             representativeness of the samples.                                         samples for bulk density measurements.
                         ?   The bulk density for bulk material must have been measured by            ? No moisture content was determined.
                             methods that adequately account for void spaces (vugs, porosity,         ? Local block estimates of BD t/m3 were produced using Ordinary kriging
                             etc), moisture and differences between rock and alteration zones           within the mineralised wireframe. A second pass with longer search radii
                             within the deposit.                                                        was utilised to populate the remaining blocks. The tonnage per block
                         ?   Discuss assumptions for bulk density estimates used in the evaluation      was determined using the volume (as per the wireframe model) and the
                             process of the different materials.                                        BD on a block by block basis.
Classification           ?   The basis for the classification of the Mineral Resources into varying   ? The classification of the Deep Sulphide Mineral Resource takes
                             confidence categories.                                                     cognisance of the uncertainty associated with the geology with the
                         ?   Whether appropriate account has been taken of all relevant                 focus being on the definition of the mineralised domain and therefore
                             factors, i.e. relative confidence in tonnage/grade estimations,            the volume estimate. The classification also takes cognisance of the fact
                             reliability of input data, confidence in continuity of geology and         that there is more than one drilling and sampling program, and the
                             metal values, quality, quantity and distribution of the data.              historical Anglovaal data has a lack of available supporting
                         ?   Whether the result appropriately reflects the Competent Person(s)’         documentation. A further important consideration is the methodology
                             view of the deposit.                                                       used to estimate Cu%, Zn%, and BD t/m3 and an assessment of the results
                                                                                                        (refer to discussion of relative accuracy and confidence below). In
                                                                                                        particular the Slope of Rgression (SOR), the Kriging Efficieny (KE) and the
                                                                                                        drilling density were utilised to identify blocks of lower levels of
                                                                                                        uncertainty
                                                                                                      ? The Deep Sulphide Resource is classified at an Indciated and an Inferred
                                                                                                        level of confidence.
                                                                                                      ? The results conform to the view of the Competent Persons.
Audits or reviews        ?   The results of any audits or reviews of Mineral Resource estimates.      ? SRK carried out a review on the Deep Sulphide Mineral Resource
                                                                                                        Estimate.




                                                                                                                                                                                      50
Criteria                 JORC Code explanation                                                          Commentary
Discussion of relative    ?   Where appropriate a statement of the relative accuracy and                ? The Deep Sulphide target was originally modelled on the historic
accuracy/confidence           confidence level in the Mineral Resource estimate using an                  Anglovaal drilling only. It is important to recognise that the Orion holes
                              approach or procedure deemed appropriate by the Competent                   that targeted this Deep Sulphide deposit intersected the mineralised
                              Person. For example, the application of statistical or geostatistical       zone at the expected depths. The Orion holes have not altered the
                              procedures to quantify the relative accuracy of the resource within         shape of the original Deep Sulphide deposit significantly. The
                              stated confidence limits, or, if such an approach is not deemed             compatibility of the two drilling campaigns thus adds considerable
                              appropriate, a qualitative discussion of the factors that could affect      support in terms of including the Anglovaal drilling.
                              the relative accuracy and confidence of the estimate.                     ? The results of a comparative analysis between Anglovaal and Orion
                          ?   The statement should specify whether it relates to global or local          drilling and sampling data do not justify exclusion of historical data. There
                              estimates, and, if local, state the relevant tonnages, which should         is a reasonable compatibility between the histograms (despite a
                              be relevant to technical and economic evaluation. Documentation             significant difference in the number of assays).
                              should include assumptions made and the procedures used.                  ? In general, the variogram models for Cu% and Zn% for both Anglovaal
                          ?   These statements of relative accuracy and confidence of the                 and Orion data compare very favourably.
                              estimate should be compared with production data, where                   ? Ordinary kriging was undertaken on Cu%, Zn%, and BD t/m3) using a 30m
                              available.                                                                  x 30m x 5m blocks, utilising the capped 1m composite input datasets, the
                                                                                                          modelled variograms and the search neighbourhood parameters. The
                                                                                                          results from the first pass for Cu%, Zn% and BD t/m3 populate between
                                                                                                          68% and 86% of the blocks in the Deep Sulphide target. A second kriging
                                                                                                          pass was utilised for Cu%, Zn% and BD t/m3, that resulted in 100% of the
                                                                                                          blocks being populated.
                                                                                                        ? No production data is available.




Section 3 Estimation and Reporting of Mineral Resources
Criteria                 JORC Code explanation                                                          Commentary

Database integrity        ?   Measures taken to ensure that data has not been corrupted by, for         ? All drill hole and sample data are stored by Orion in a robust GeobankTM
                              example, transcription or keying errors, between its initial collection     database.
                              and its use for Mineral Resource estimation purposes.                     ? Validation includes the following:
                          ?   Data validation procedures used.                                             o Ensuring that all drill holes have appropriate XYZ coordinates.
                                                                                                           o Comparing the maximum depth of the hole against the final depth
                                                                                                                indicated in the collar file.
                                                                                                           o Comparing the final depth in the survey file against final depth in
                                                                                                                the collar file.
                                                                                                           o Comparing the final depths of all geology, assay, core recovery
                                                                                                                against the final depth in the collar file.




                                                                                                                                                                                          51
Criteria         JORC Code explanation                                                         Commentary
                                                                                                   o Checking for duplicate drill holes.
                                                                                                   o Checking that each depth interval has a main lithology.
                                                                                                   o Checking that all fields that were set up as mandatory fields contain
                                                                                                       entries.
                                                                                                   o The core recoveries were checked for unrealistic percentages.
                                                                                                   o Density results are checked for unrealistic values.
                                                                                               ? Additional validation was undertaken when the drill hole data was
                                                                                                 imported into the Geovia SurpacTM (Surpac) modelling software. The
                                                                                                 data was checked for duplicates, gaps, overlaps, impossible intervals in
                                                                                                 down-hole sequence for assay, collar coordinates, geology data and
                                                                                                 survey data. The drill holes were also visually checked in plan and section
                                                                                                 in Surpac.
                                                                                               ? Additional validation was also undertaken when the data was imported
                                                                                                 into DatamineTM and then when the de-surveyed data was imported to
                                                                                                 IsatisTM for the EDA and the estimation.
Site visits       ?   Comment on any site visits undertaken by the Competent Person            ? Z* Star Mineral Resource Consultants (Pty) Ltd were requested by Orion
                      and the outcome of those visits.                                           Services South Africa (Pty) Ltd to estimate and classify a mineral resource
                  ?   If no site visits have been undertaken indicate why this is the case.      for the Deep Sulphide and +105m Level Target deposits. They visited the
                                                                                                 site from 17 to 19 October 2017 and during February 2018. The visits
                                                                                                 included a review of the drilling and sampling operations, discussion on
                                                                                                 the geology and associated mineralisation, review of the planned drill
                                                                                                 holes and examination of the assay data and a high level spatial
                                                                                                 analysis.
Geological        ?   Confidence in (or conversely, the uncertainty of) the geological         ? The +105m Level Mineral Resource comprises four defined geological
interpretation        interpretation of the mineral deposit.                                     zones above the primary sulphides. These are:
                  ?   Nature of the data used and of any assumptions made.                         o Haematite-goethite-quartz oxide zone (gossan) from surface to
                  ?   The effect, if any, of alternative interpretations on Mineral Resource            approximately 33m.
                      estimation. The use of geology in guiding and controlling Mineral            o Clay (kaolinite) zone developed in places below 33m.
                      Resource estimation.                                                         o Chalcocite dominant supergene zone between approximately
                  ?   The factors affecting continuity both of grade and geology.                       42m and 70m.
                                                                                                   o Mixed Supergene-sulphide zone between approximately 70 and
                                                                                                        90m below surface. This has a relatively sharp contact with the fresh
                                                                                                        underlying massive sulphides.
                                                                                               ? Of the above four zones, the first and the third are considered as being
                                                                                                 suitable for inclusion as part of the Mineral Resource. These two are
                                                                                                 referred to as the Oxide and Supergene zones, respectively.
                                                                                               ? The boundaries of the mineralisation are relatively sharp irrespective of
                                                                                                 the geology. Therefore, wireframes for the Oxide and Supergene zones
                                                                                                 were created by interpretation of the Zn% and Cu% values along 31
                                                                                                 sections across the deposit. The wireframes were constructed utilising Zn%




                                                                                                                                                                               52
Criteria               JORC Code explanation                                                          Commentary
                                                                                                           values greater than or equal to 0.6% and Cu% values greater than or
                                                                                                           equal to 0.3%. Where possible both values were utilised during modelling,
                                                                                                           but greater emphasis was placed on the copper values as the zinc was
                                                                                                           leached out towards surface. In places, this resulted in the inclusion of
                                                                                                           mineralised areas based only on high Cu% values.
                                                                                                      ?    In the NW part of the deposit, mineralisation occurs in two lenses. It is
                                                                                                           unclear whether this is stacked mineralisation formed during deposition
                                                                                                           or a structural duplication due to thrusting or isoclinal folding and will be
                                                                                                           investigated with detail grade control drilling should open pit mining be
                                                                                                           approved. The upper lens does not seem to have depth extent and is
                                                                                                           part of the oxide zone.
                                                                                                      ?    Geological data and conclusions reached are based on observations in
                                                                                                           drill core.
                                                                                                      ?    The oxide and supergene zones are treated separately in the resource
                                                                                                           estimation.
Dimensions              ?   The extent and variability of the Mineral Resource expressed as           ?    The strike length is 867m and the depths below surface to the upper limits
                            length (along strike or otherwise), plan width, and depth below                are from 5m to 20m and to the lower limits from 61m to 104m below
                            surface to the upper and lower limits of the Mineral Resource.                 surface.
                                                                                                       ?   Thickness of the mineralised zone varies from 1.5m to 23m.
Estimation and          ?   The nature and appropriateness of the estimation technique(s)             ?    Density weighting is standard practice for VMS deposits. However, in the
modelling techniques        applied and key assumptions, including treatment of extreme grade              Oxide and Supergene zones the density measurements do not correlate
                            values, domaining, interpolation parameters, and maximum                       well with the assay values and density weighting was therefore not
                            distance of extrapolation from data points. If a computer assisted             included. The poor correlation is probably due to the friable nature of the
                            estimation method was chosen include a description of computer                 core.
                            software and parameters used.                                             ?    The distribution of composites for each of the variables (Zn%, Cu%, and
                        ?   The availability of check estimates, previous estimates and/or mine            density) were assessed and a decision was taken to utilise the Parker
                            production records and whether the Mineral Resource estimate                   methodology for capping outliers. The process involved capping the
                            takes appropriate account of such data.                                        relevant outliers for each variable to a chosen threshold.
                        ?   The assumptions made regarding recovery of by-products.                   ?    No Zn%, Cu% or density values were capped in the Oxide Zone however
                        ?   Estimation of deleterious elements or other non-grade variables of             capping was applied to two Zn% assays and one Cu% assay in the
                            economic significance (e.g. sulfur for acid mine drainage                      Supergene Zone.
                            characterisation).                                                        ?    DatamineTM was utilised to create a block model and measure individual
                        ?   In the case of block model interpolation, the block size in relation to        block volumes within each zone and these data were imported into
                            the average sample spacing and the search employed.                            IsatisTM for further analysis.
                        ?   Any assumptions behind modelling of selective mining units.               ?    The Oxide and Supergene zones were analysed independently to ensure
                        ?   Any assumptions about correlation between variables.                           that the plane for estimation had an optimal orientation.
                        ?   Description of how the geological interpretation was used to control      ?    Variograms for all variables were created from the laboratory assay
                            the resource estimates.                                                        capped composites only and modelled in two directions, downhole
                        ?   Discussion of basis for using or not using grade cutting or capping.           (along the drill hole) and omni-directionally on the plane of the
                        ?   The process of validation, the checking process used, the                      mineralisation. Assessment of the variogram models was preferentially




                                                                                                                                                                                       53
Criteria             JORC Code explanation                                                        Commentary
                              comparison of model data to drill hole data, and use of                 focused on the Zn and Cu spatial structure.
                              reconciliation data if available.                                   ?   Repli (2014) stated a near-surface Oxide Mineral Resource of 1.2Mt at
                                                                                                      1.02% Cu and 1.13% Zn for the north-west oxide and leached zone,
                                                                                                      based on 12 diamond drill holes.
                                                                                                  ?   No mining production took place above the 105 level of the mine.
                                                                                                  ?   No assumptions have been made regarding the recovery of by-
                                                                                                      products.
                                                                                                  ?   No deleterious elements or non-grade variables were estimated.
                                                                                                  ?   A block model was created to allow estimation into 40m x 40m x 5m
                                                                                                      blocks with sub-cells of 2.5m x 2.5m x 2.5m.
                                                                                                  ?   Ordinary kriging (OK) was undertaken on all variables on a 40m x 40m x
                                                                                                      5m block scale, utilising the capped composite input datasets and the
                                                                                                      modelled variograms. Estimation runs on two different neighbourhoods
                                                                                                      were utilised for all variables and the first estimation run in each case has
                                                                                                      smaller searches (equivalent to the variogram ranges), particularly in the
                                                                                                      Z direction. This ensures that the variography and therefore the nature of
                                                                                                      the mineralisation is honoured and ensures that negative weights are
                                                                                                      minimised. The neighbourhood of the second kriging run was expanded
                                                                                                      to allow population of most of the remaining blocks. The 2nd pass kriging
                                                                                                      run failed to populate all the blocks in the Oxide and Supergene Zones,
                                                                                                      particularly in areas where the peripheral dip of the deposit was different
                                                                                                      to the best fit plane. A decision was taken to utilise the “grid filling”
                                                                                                      option in IsatisTM using a moving average interpolator.
                                                                                                  ?   No assumptions were made regarding selective mining methods.
                                                                                                  ?   The Oxide and Supergene zones were reported independently in the
                                                                                                      mineral resource statement.
Moisture             ?       Whether the tonnages are estimated on a dry basis or with natural    ?   No moisture content was calculated, and the core was naturally dried
                             moisture, and the method of determination of the moisture content.       when logged and sampled. The estimated tonnages are therefore
                                                                                                      based on a natural basis.


Cut-off parameters       ?    The basis of the adopted cut-off grade(s) or quality parameters     ?   A Cu% cut-off of 0.3% was used for the Mineral Resource Statement that
                              applied.                                                                corresponds with the wireframe modelling.
                                                                                                  ?   The cut-off was on the recommendation of Orion’s Chief Operating
                                                                                                      Officer (COO) which is based on historical data from the Prieska Mine
                                                                                                      and a dataset of parameters from similar operations in the region.




                                                                                                                                                                                      54
Criteria                JORC Code explanation                                                         Commentary
Mining factors or        ?   Assumptions made regarding possible mining methods, minimum              ? The assumption is to use open cast mining methods with 10m benches.
assumptions                  mining dimensions and internal (or, if applicable, external) mining      ? The major risk is mining between sinkholes and above the partly
                             dilution. It is always necessary as part of the process of determining     collapsed crown pillar of the underground mined-out stopes.
                             reasonable prospects for eventual economic extraction to consider        ? Whittle pit optimisation study and detail pit design, as part of a Bankable
                             potential mining methods, but the assumptions made regarding               Feasibility Study, is in progress.
                             mining methods and parameters when estimating Mineral
                             Resources may not always be rigorous. Where this is the case, this
                             should be reported with an explanation of the basis of the mining
                             assumptions made.
Metallurgical factors    ?   The basis for assumptions or predictions regarding metallurgical         ? Metallurgical test work indicated that a separate copper and zinc
or assumptions               amenability. It is always necessary as part of the process of              concentrate of the supergene mineralisation is achievable, test work of
                             determining reasonable prospects for eventual economic                     the oxide mineralisation however was unsuccessful.
                             extraction to consider potential metallurgical methods, but the          ? The oxide mineralisation has a reasonable prospect for eventual
                             assumptions regarding metallurgical treatment processes and                economic extraction as it occurs close to the surface and treatment of
                             parameters made when reporting Mineral Resources may not                   this type of ore by means of leaching is well known in the industry.
                             always be rigorous. Where this is the case, this should be reported
                             with an explanation of the basis of the metallurgical assumptions
                             made.
Environmental factors    ?   Assumptions made regarding possible waste and process residue            ? The Deep Sulphide Resource is on the environmental footprint of the
or assumptions               disposal options. It is always necessary as part of the process of         historic Prieska Copper Mine site. Environmental impact assessment
                             determining reasonable prospects for eventual economic                     studies form part of the on-going BFS.
                             extraction to consider the potential environmental impacts of the
                             mining and processing operation. While at this stage the
                             determination of potential environmental impacts, particularly for a
                             greenfields project, may not always be well advanced, the status of
                             early consideration of these potential environmental impacts should
                             be reported. Where these aspects have not been considered this
                             should be reported with an explanation of the environmental
                             assumptions made.
Bulk density             ?   Whether assumed or determined. If assumed, the basis for the             ? Due to the poor core recoveries the density data in the Oxide Zone is
                             assumptions. If determined, the method used, whether wet or dry,           sparse with only 14 samples available. There are 134 density
                             the frequency of the measurements, the nature, size and                    measurements in the Supergene Zone.
                             representativeness of the samples.                                       ? Bulk Densities were determined using the water displacement method. A
                         ?   The bulk density for bulk material must have been measured by              representative sample of full core at 15cm length was collected per
                             methods that adequately account for void spaces (vugs, porosity,           metre length, taking cognisance of the change in lithology.
                             etc), moisture and differences between rock and alteration zones         ? A total of 33% of the samples lying within the wireframe used for the
                             within the deposit.                                                        estimation of the supergene mineralisation were re-done for relative
                         ?   Discuss assumptions for bulk density estimates used in the evaluation      density using the wax relative density method. These results show
                             process of the different materials.                                        excellent precision and no obvious bias when comparing with the
                                                                                                        original relative densities.




                                                                                                                                                                                      55
Criteria         JORC Code explanation                                                         Commentary
                                                                                               ? No moisture content was determined.
                                                                                               ? Core is mostly weathered in the Oxide Zone with obvious core loss. The
                                                                                                 representative samples selected for density measurement were sprayed
                                                                                                 with a clear lacquer spray and allowed to dry prior to being weighed.
                                                                                               ? The low number of samples and the lack of a variogram model for
                                                                                                 density samples in the Oxide Zone resulted in a different approach to
                                                                                                 estimation. The estimation methodology for density in this zone is as
                                                                                                 follows:
                                                                                                 o Calculation of a length weighted average BD per drill hole
                                                                                                 o Calculation of the average density per spatial area from the drill
                                                                                                     holes (declustering).
                                                                                                 o Calculation of the average of the spatial areas (declustered mean).
                                                                                                     This marginally lower but more representative mean BD value was
                                                                                                     applied as a zonal estimate for all blocks within the Oxide Zone, i.e.
                                                                                                     2.59 t/m3.
                                                                                               ? The density in the Supergene Zone were estimated using Ordinary
                                                                                                 Kriging.
Classification    ?   The basis for the classification of the Mineral Resources into varying   ? The geology of the two zones making up the +105m Level Mineral
                      confidence categories.                                                     Resource is relatively uncomplicated, and the key issues relate to the
                  ?   Whether appropriate account has been taken of all relevant                 delineation of the domain boundaries (not geology). The assay data
                      factors, i.e. relative confidence in tonnage/grade estimations,            used for estimation is reliable and has been acquired with good
                      reliability of input data, confidence in continuity of geology and         governance associated with all processes. With one exception (BD in the
                      metal values, quality, quantity and distribution of the data.              Oxide) the variables were estimated using independent variogram
                  ?   Whether the result appropriately reflects the Competent Person(s)’         models and Ordinary Kriging.
                      view of the deposit.                                                     ? Oxide Zone: Inferred Mineral Resource - the geological model is defined
                                                                                                 to a reasonable level and there is sufficiently accurate data to produce
                                                                                                 local block estimates using Ordinary Kriging, albeit there is a limited
                                                                                                 number of samples. There is a high level of uncertainty associated with
                                                                                                 the zonal estimation of density due to a low number of samples (and a
                                                                                                 possible bias in the methodology) as well as possible inaccuracies
                                                                                                 associated with core loss. The collapse breccia (part of sinkhole) will also
                                                                                                 have the largest effect on this zone and this has not been well defined.
                                                                                               ? Supergene Zone: Inferred and Indicated Mineral Resources - the
                                                                                                 geological model is defined to a reasonable level and there is sufficiently
                                                                                                 accurate data coverage to produce local block estimates using
                                                                                                 Ordinary Kriging. In parts of the Supergene Zone there are sufficient data
                                                                                                 for reasonably accurate local block estimates of grade (~69% of volume
                                                                                                 populated by 1st Pass kriging). The low number of density samples is a
                                                                                                 concern but local block estimation with reasonable accuracy was
                                                                                                 possible. The kriging performance parameters, e.g. slope of regression,
                                                                                                 were utilised to make a distinction between the Indicated and Inferred




                                                                                                                                                                                56
Criteria                 JORC Code explanation                                                         Commentary
                                                                                                         levels of confidence.
                                                                                                       ? The results conform to the view of the Competent Person.
Audits or reviews         ?   The results of any audits or reviews of Mineral Resource estimates.      ? MSA Consulting reviewed the +105m Level Mineral Resource
                                                                                                       ? A review of the +105m Level Mineral Resource by SRK is planned for the
                                                                                                         first quarter of 2019.
Discussion of relative    ?   Where appropriate a statement of the relative accuracy and               ? Final estimates for all variables in both zones were validated by
accuracy/confidence           confidence level in the Mineral Resource estimate using an                 comparing the mean composite grades to the mean estimate grades.
                              approach or procedure deemed appropriate by the Competent                  The data for Zn and Cu with the 1st Pass and final estimates are within 5%
                              Person. For example, the application of statistical or geostatistical      of the composites mean for the Supergene Zone and within 8% for the
                              procedures to quantify the relative accuracy of the resource within        Oxide Zone.
                              stated confidence limits, or, if such an approach is not deemed          ? Composite and estimated final grade and density distributions were
                              appropriate, a qualitative discussion of the factors that could affect     compared to ensure that the block estimates represent the original data
                              the relative accuracy and confidence of the estimate.                      distribution. These were found to be reasonably compatible.
                          ?   The statement should specify whether it relates to global or local       ? SwatheTrend plots were created in the Y, X and Z directions and all the
                              estimates, and, if local, state the relevant tonnages, which should        estimates followed the trend of the composite data.
                              be relevant to technical and economic evaluation. Documentation          ? All estimates were studied graphically and compared to the composite
                              should include assumptions made and the procedures used.                   data in three-dimensional space and they compared reasonably well,
                          ?   These statements of relative accuracy and confidence of the                given the high variability of the sample data.
                              estimate should be compared with production data, where                  ? No production data is are available.
                              available.




                                                                                                                                                                                      57
       Section 4 Estimation and Reporting of Ore Reserves – Underground (Deep Sulphide)
Criteria                     JORC Code explanation                                              Commentary

Mineral Resource              ?   Description of the Mineral Resource estimate used as a        ? The Ore Reserves are based on the total underground Mineral Resources for the Prieska Project of
estimate for conversion to        basis for the conversion to an Ore Reserve.                     28.73Mt 3.77% Zn and 1.16% Cu, classified and reported in terms of JORC 20128 in ASX release 18
Ore Reserves                  ?   Clear statement as to whether the Mineral Resources are         December 2018.
                                  reported additional to, or inclusive of, the Ore Reserves.    ? The Mineral Resources are based on drilling data available as at 30 November 2018.
                                                                                                ? The Competent Person for the Mineral Resource is Mr Sean Duggan of Z* Consultants, RSA.
                                                                                                ? The mineral resource estimate was prepared by mining industry consultants Z Star Mineral Resource
                                                                                                  Consultants (Pty) Ltd using variogram Modelling, Neighbourhood optimization and Ordinary Kriging to
                                                                                                  estimate the zinc and copper grades into the geological domains constrained by wireframes.
                                                                                                ? The Mineral Resources are reported inclusive of the Ore Reserves.
Site visits                   ?   Comment on any site visits undertaken by the                  ? The Competent Person, William Gillespie, Principal Mining Consultant of A&B Global Mining
                                  Competent Person and the outcome of those visits.               Consultants and Fellow of IMMM visited the site on 16th May 2019. The visit included site familiarization:
                              ?   If no site visits have been undertaken indicate why this is     discussions with site personnel, inspection of the surface facilities, review of selected drill core,
                                  the case.                                                       inspection of the proposed open pit operation and an underground visit including and inspection of
                                                                                                  some of the accessible facilities and the rock condition of the upper ramp, drives and crosscut.
                                                                                                ? A visual inspection of the shaft and steelwork was carried out at the 294 level station. Shaft lining and
                                                                                                  steelwork looked visually competent.
                                                                                                ? The 310 level Pumping station settlers on the 294 level were visited and looked structurally competent.
                                                                                                ? The previous underground mining at Prieska consisted of Long Hole Sub Level Open Stoping leaving Sill
                                                                                                  and Rib pillars intact.
                                                                                                ? The waste collecting drive and stope draw-points were inspected on the 210L. Roof and sidewall
                                                                                                  conditions were good.
                                                                                                ? Limited support was installed in the ramps, drives and crosscuts in these upper levels other than for
                                                                                                  unconformities.
Study status                  ?   The type and level of study to enable Mineral Resources       ? A BFS Technical Report has been completed.
                                  to be converted to Ore Reserves.                              ? The BFS has been prepared to an accuracy level of ± 15% using Indicated and Inferred Mineral
                              ?   The Code requires that a study to at least Pre-Feasibility      Resources; appropriate mine planning and modifying factors have been applied commensurate to a
                                  Study level has been undertaken to convert Mineral              BFS level of accuracy and are deemed to have reasonable prospects of being technically
                                  Resources to Ore Reserves. Such studies will have been          achievable and economically viable.
                                  carried out and will have determined a mine plan that is      ? Section 4 of JORC Table 1 is being completed as part of the BFS requirement to disclose material
                                  technically achievable and economically viable, and             modifying factors and assumptions underpinning the Ore Reserves, existing Production Target
                                  that the material Modifying Factors have been                   estimates linked to updated forecast financial Information.
                                  considered.
Cut-off parameters            ?   The basis of the cut-off grade(s) or quality parameters       ? The cut-off grade, in this case the break-even grade, was estimated based on a Zn Eq basis using all
                                  applied.                                                        OPEX including Stay-In-Business (SIB) capital and government Royalties. The reason Zn_Equivalent




       8
        Mineral Resource reported in ASX release of 18 December 2018: “Landmark Resource Upgrade Sets Strong Foundation for Development of Prieska Zinc-Copper Project” available to the
       public on www.orionminerals.com.au/investors/market-news. Competent Person Orion’s exploration: Mr. Pottie Potgieter. Competent Person: Orion’s Mineral Resource: Mr. Sean
       Duggan. Orion is not aware of any new information or data that materially affects the information included above. For the Mineral Resource, the company confirms that all material
       assumptions and technical parameters underpinning the estimates in the ASX release of 18 December 2018 continue to apply and have not materially changed. Orion confirms that the
       form and context in which the Competent Person’s findings are presented here have not materially changed.



                                                                                                                                                                                                         58
Criteria   JORC Code explanation   Commentary

                                     grade was used is because the results of the Scoping Study indicated that the Zn would be the main
                                     revenue generator (refer ASX release 19 December 2018). Revenue used for the calculations is the
                                     received Zn metal price net of concentrate logistics costs and treatment and refining charges.
                                     Consequently, all Cu grades in the geological block model are converted into Zn_Eq grades using the
                                     ratios of the zinc and copper metal prices, plant recoveries and the zinc and copper Net Smelter
                                     Returns (NSRs).
                                   ? The cut-off grade table is shown below and the Zn equivalent grade estimation below that.

                                                                                                    LHOSF                LHOSF
                                    Cost and Revenue Parameters                      Units         (without               (with     D&F
                                                                                                  trucking)            trucking)
                                    On-mine OPEX                                     ZAR/t           575                   664      816

                                    Royalty                                          ZAR/t             98                 98        98

                                    SIB CAPEX                                        ZAR/t             32                 32        32

                                    Marketing costs                                  ZAR/t              5                 5          5

                                    Concentrate transport costs                      ZAR/t             170               170        170

                                    Total cash OPEX per tonne treated                ZAR/t             880               969       1,121

                                    FX (ZAR-US$)                                                    14.00               14.00      14.00

                                    Total cash operating cost per tonne treated      US$/t             62.9              69.2       80.1

                                    Zn price                                         US$/t          2,866               2,866      2,866

                                    Zn NSR                                                         74.33%               74.33%     74.33%

                                    Net Zn price received                            US$/t          2,130               2,130      2,130

                                    Unplanned mining dilution                                       10.0%               10.0%       7.1%

                                    Zn plant recovery factor                                       85.00%               85.00%     85.00%

                                    Break-even in-situ Zn_Eq grade
                                                                                                    3.9%                 4.3%      4.8%


                                    Break-even-in-situ Cu_Eq grade                                  1.3%                 1.5%      1.6%

                                   The calculation for the conversion of Cu to Zn_Eq grade is as follows:

                                                                1% Cu =     (Cu price x Cu NSR)    x        (Cu PRF)

                                                                            (Zn price x Zn NSR)             (Zn PRF)




                                                                                                                                            59
Criteria                        JORC Code explanation                                                 Commentary

                                                                                                                                          =       (6,6149 x 93.7%10)    x    85.011%

                                                                                                                                                  (2,8661 x 74.3%2)          84.33%

                                                                                                                                          =            2.9% Zn

                                                                                                                Therefore, the Zn equivalent grade = [Zn grade + (2.9 x Cu grade)]

                                                                                                      ? The payability factors stated in the above estimates assume recovery of silver (Ag) and gold (Au) from
                                                                                                        the two concentrate streams. It is estimated from metallurgical test work that the Cu concentrate will
                                                                                                        produce 144 to 176g/tonne Ag and 2 to 3g/tonne of Au. Concentrate specifications were derived
                                                                                                        from testwork undertaken at Mintek Laboratories under the supervision of DRA.

Mining factors or                 ?     The method and assumptions used as reported in the            ? The JORC (2012) Ore Reserve estimate is classified and reported as Probable Ore Reserve for the
assumptions                             Pre-Feasibility or Feasibility Study to convert the Mineral     Underground hypogene Deep Sulphides; this includes 0% Inferred Mineral Resources for the purposes
                                        Resource to an Ore Reserve (i.e. either by application of       of determining Ore Reserves. Inferred Mineral Resources were only considered for the mining plan.
                                        appropriate factors by optimisation or by preliminary or      ? The BFS used Datamine© Mining Software and a Mine Shape Optimiser (MSO) as detailed in the body
                                        detailed design).                                               of the report. Deductions were made for material excluded by the MSO, geological and pillars losses
                                  ?     The choice, nature and appropriateness of the selected          and a mining extraction factor. Dilution is included during the MSO process. The Mineral Resource
                                        mining method(s) and other mining parameters                    conversion factors are listed below:
                                        including associated design issues such as pre-strip,
                                        access, etc.                                                      Mineral Resources Conversion Factors for Production Scheduling
                                  ?     The assumptions made regarding geotechnical
                                        parameters (e.g. pit slopes, stope sizes, etc.), grade                            Parameter                                         Source     Factor
                                        control and pre-production drilling.
                                  ?     The major assumptions made, and Mineral Resource                               Mineral Resources (below Cut-off: 4.0% Zn Eq.)
                                                                                                                                                                             MSO        37%
                                        model used for pit and stope optimisation (if                                  & Mine Design Losses
                                        appropriate).
                                  ?     The mining dilution factors used.                                              Design stope dilution                                 MSO        16%
                                  ?     The mining recovery factors used.                                              Geological/pillar Losses                             Assumed     0%
                                  ?     Any minimum mining widths used.
                                  ?     The way Inferred Mineral Resources are utilised in mining                      Mining extraction factor – D&F                       Assumed    100%
                                        studies and the sensitivity of the outcome to their
                                        inclusion.                                                                     Mining extraction factor - LHOSF                     Assumed     95%
                                  ?     The infrastructure requirements of the selected mining
                                        methods.
                                                                                                      ?    The above factors result in a 46% conversion of Mineral Resource tonnes to tonnes used in the
                                                                                                           production scheduling.
                                                                                                      ?    The modifying factors, preliminary designs and schedules were done using the Mineral Resources
                                                                                                           classified and released in December 2018 for the Hypogene Deep Sulphides (refer ASX release 18
                                                                                                           December 2018).




      9
        Metal prices assumed for the purposes of mine planning
      10 Calculated from Project estimates concentrate grades and: smelter terms
      11 Project estimated plant recovery factors




                                                                                                                                                                                                            60
Criteria   JORC Code explanation   Commentary

                                   ?     Material assumptions regarding timeframe for development and production:
                                          ?    It is assumed that the BFS is positive, water may be realistically and economically pumped from
                                               underground and
                                          ?    That the Mining Right is granted by the authorities.
                                   ?     The mine model scenario for the BFS can be summarised as the establishment of underground
                                         operations to extract the extensions of the Indicated Ore Resource from the hypogene Deep
                                         Sulphides (the Deeps) at > 600m accessed via existing underground mine infrastructure which would
                                         require dewatering and some refurbishment. Observations and non-destructive testing studies
                                         conducted by specialists on shaft steelwork as well as water quality tests has determined that 82 of
                                         the 220 total bunton sets should be replaced. It was also recommended that 10% of the shaft guides
                                         are replaced (refer to the ASX release 2 February 2018 which describes the shaft analysis work carried
                                         out).
                                   ?     During historical operations, water was not required to be pumped from the mine. The current water-
                                         level is at 330m and it is assumed that successful dewatering of the operation will then reveal the
                                         actual conditions for mining at >600m. This factor has been built into the mine schedule and
                                         anticipated costs.
                                   ?     Gas hazards, equipment, backfill design, crushing and hoisting, mine ventilation and underground
                                         rehabilitation of existing structures also formed part of these mining studies.
                                   ?   Mining Method: Historically a tabular body of mineralisation was almost continuously economically
                                       mined over a strike length of 2,400m, between 1971 and 1991, from levels -100m to approximately -
                                       850m using the LHOS mining method. Assuming successful dewatering, refurbishment and new mine
                                       infrastructure are realised, mining scenarios propose Long-hole-open-stoping-with-fill (LHSF), either
                                       Longitudinal LHOSF or Transverse LHOSF (an estimated 57% of production) for the steeper sections.
                                       Drift-and-fill (D&F) (an estimated 43% of production) for the flatter dipping sections - based on the
                                       shape and layout of the Mineral Resource. Blasted rock from both operations is loaded either into
                                       trucks or tipped directly into ore passes by LHD. The trucked blasted rock is hauled to rock pass
                                       systems on 926 level for loading into rail transport system on 957 level. Loaded trains transport rock to
                                       the respective ore and waste pass systems at the shaft.
                                   ?   Geotechnical: Observations from the existing tunnels in the upper levels of the historical mine indicate
                                       competent rock with very little tunnel-support. Localised roof bolting was carried out in fractured
                                       sections. Geotechnical studies were carried out by the Middindi Consulting (Pty) Ltd. 30 compressive
                                       and tensile strength tests were carried out on the hangingwall, mineralised zone and footwall rocks
                                       from 8 drill holes to estimate rock mass ratings at depth. The results indicate competent rock for all
                                       three rock-types.
                                   ?   Primary and Secondary Support recommendations:




                                                                                                                                             61
Criteria   JORC Code explanation   Commentary




                                   ?
                                       Mining Dilution Factors: Hangingwall and footwall dilution in LHOS was designed into the planned
                                       stope shapes – an average of 25cm overbreak in both the hangingwall and footwall. Dilution from
                                       backfill in adjacent stopes was as follows:
                                                ?     0.4% for Longitudinal LHOS
                                                ?     3.8% for Transverse LHOS
                                                ?     1.5% FOR DAF
                                   ?   Mining Recovery Factors:
                                                ?     95% for LHOS
                                                ?     100% FOR DAF
                                   ?   Minimum Mining Widths:
                                                ?     Drift-and-Fill: 5m by 4m high stope dimensions with access drives of 5m by 4m.
                                                ?     LHSF: 5-15m with a strike span of 40m giving approximate stope capacities ranging
                                                      between 20,000 tonnes and 60,000 tonnes per stope (estimated at approximately 130,000
                                                      tonnes/month). Inter-level spacing is designed at 30m.
                                   ?   Tunnel dimensions designed at 5.5m by 5m high for main ramps and 5m by 5m for footwall tunnels and
                                       stope access drives.
                                   ?   Infrastructure Requirements for the chosen mining methods:
                                         o Existing Infrastructure (remaining from previous mine operation): The project area is well serviced
                                               by infrastructure that was originally established for the historical mine; this includes the old mine
                                               roads on the site itself, some accommodation, telecommunications, water and electricity
                                               provision which are in use. On surface there remain the Hutchings Shaft, the main portal and
                                               decline which is operational. Underground, the mine tunnels and stopes are mainly accessible
                                               to 330m. It is assumed that the old mine infrastructure below water level at 330m such as the
                                               existing underground workshop at 957 Level, the crushing and shaft loading arrangement at 920
                                               Level and the pre-existing mine ventilation facilities (Boehmka and Beecroft Shafts (note the
                                               surface structure and fans have been removed and the shaft collars made safe) would be




                                                                                                                                                 62
Criteria                   JORC Code explanation                                            Commentary

                                                                                                     refurbished or rebuilt. Mining studies on these aspects have been included in the BFS process to
                                                                                                     inform the BFS.
                                                                                                o    Additional Infrastructural Requirements for the chosen mining methods: the following were
                                                                                                     considered as part of the BFS. The refurbishment and rebuilding of existing mine infrastructure
                                                                                                     including Koepe winders for rock hoisting and men and material hoisting for the Hutchings Shaft,
                                                                                                     a new processing plant, additional bulk water and electrical supply from existing infrastructure;
                                                                                                     installation of new ventilation fans; additional (potential) power from neighbouring renewable
                                                                                                     solar and wind plants; water dams (including effluent dams, potable water facilities, sewerage
                                                                                                     treatment plant, process water and storm water management) are planned. New buildings
                                                                                                     and facilities including management and office block, change-house/s and ablution facility,
                                                                                                     mine rescue room, training centre, central control room for the mine and processing plant;
                                                                                                     engineering workshop; a bunded diesel storage area; security and access control for mine
                                                                                                     safety.
                                                                                                o    Explosives Magazine: Existing magazines remain from the historical mine and are in excellent
                                                                                                     condition. These will be used for storage of cartridges, booster and detonators. Bulk emulsion
                                                                                                     which is planned for the underground mine will be stored near the shaft in dedicated silos.

Metallurgical factors or    ?   The metallurgical process proposed and the                  The design of the processing plant allows for treatment of the hypogene (underground) feed and the
assumptions                     appropriateness of that process to the style of             optional, later stage, supergene (open-pit) feed with modifications. Unit processing costs and plant
                                mineralisation.                                             design and equipment assumes underground feed only in the initial phase of the Project.
                            ?   Whether the metallurgical process is well-tested
                                technology or novel in nature.                              ? Metallurgical Process: conventional, crushing, grinding and differential froth flotation processing is
                            ?   The nature, amount and representativeness of                  proposed for the hypogene material which should produce saleable concentrates of Zn and Cu with
                                metallurgical test work undertaken, the nature of the         the potential for Ag and Au as by-products.
                                metallurgical domaining applied and the corresponding       ? Appropriateness: appropriate for the type of material anticipated from the mining operation.
                                metallurgical recovery factors applied.                     ? Tested Technology: Not only is the technology in common use in the industry but it was successfully
                            ?   Any assumptions or allowances made for deleterious            used during the previous operation of the Prieska Mine. Over the 20-year mine life, metal recoveries
                                elements.                                                     averaged 85% for both zinc and copper into concentrate grades ranging between 28% to 30% for
                            ?   The existence of any bulk sample or pilot scale test work     copper (in the copper concentrates) and 51% to 53% for zinc (in the zinc concentrates) (refer ASX
                                and the degree to which such samples are considered           release 15 November 2017).
                                representative of the orebody as a whole.                   ? Metallurgical Test work: Specialists: Mintek Laboratories under the guidance of the DRA Metallurgical
                            ?   For minerals that are defined by a specification, has the     team undertook the metallurgical testing. Open and closed circuit test work on the copper-circuit
                                ore reserve estimation been based on the appropriate          and zinc-circuit. Process flow tests to determine the optimal recovery processes based on the
                                mineralogy to meet the specifications?                        metallurgical characteristics of the material. 800kg of test sample was used from 7 drill holes ensuring
                                                                                              representivity from various zones of the deposit (the NE and SW zones). These hypogene zones
                                                                                              contain, in decreasing order of abundance, pyrite, sphalerite, chalcopyrite, pyrrhotite, barite and
                                                                                              minor amounts of galena. Accessory minerals include magnetite, molybdenite, marcasite,
                                                                                              arsenopyrite, minor gold and silver. Test work on underground samples with an average iron grade
                                                                                              aligned to the expected mined grade (c.15% Fe) achieved similar recoveries to that achieved for
                                                                                              historical operations. Flow-sheet development was carried out on blended samples and a
                                                                                              comprehensive variability programme focused on testing a range of feed blends aligned to the mine
                                                                                              plan.
                                                                                            ? Recovery Factors: Test work data was used to derive grade-recovery correlations with expected
                                                                                              recovery rates, into concentrate, of between 80 to 88% dependent on feed grades and target
                                                                                              concentrate grades. Zinc and copper concentrates of 45-53% and 20 to 26%, respectively, will be
                                                                                              targeted.




                                                                                                                                                                                                    63
Criteria        JORC Code explanation                                           Commentary

                                                                                ? Assumptions or allowances made for deleterious elements: historical sales of the PCM concentrates
                                                                                  were recorded as clean with low concentrations of penalty elements. Detailed elemental analyses of
                                                                                  the concentrates confirmed that several key deleterious elements are at negligible levels with,
                                                                                  notably amongst others, arsenic, bismuth, cadmium, cobalt, tellurium, thorium and uranium at levels
                                                                                  well below thresholds that may attract material penalty charges from most smelters or exclude some
                                                                                  markets. Based on more recent discussions with concentrate off-takers, Cl & Fl, Pb & Zn have been
                                                                                  noted as penalty elements in the Cu concentrate. Fe and Cl & Fl are penalty elements in the Zn
                                                                                  concentrate and have been accounted for in the NSR calculations.

                                                                                                      Parameter                            Metric               Copper            Zinc

                                                                                    Metal price                                             US$/t                 6,834          2,756
                                                                                    Concentrate grade (Target)                                %                   24,0            50,0
                                                                                    Revenue per tonne of concentrate                 US$/t concentrate            1,640          1,378
                                                                                    Payability                                                %                  95,8%           83,7%
                                                                                    Payability deduction                             US$/t concentrate             -68           -220
                                                                                    TCs & RCs                                        US$/t concentrate            -103           -163
                                                                                    By-product credits                               US$/t concentrate             172             0
                                                                                    Total penalties                                  US$/t concentrate             -22            -11
                                                                                    Net Smelter Return (NSR)                         US$/t concentrate            1,619           984
                                                                                    NSR Percentage                                            %                  98,7%           71,4%

                                                                                ? With respect to minerals that are defined by a specification and used in the Production Target
                                                                                  estimate, the metallurgical test work was done to produce saleable concentrate products.
                                                                                ? Metallurgical testing is completed and results are reported in the BFS to 22 October 2018. Metallurgical
                                                                                  results were released to the ASX on 17 November 2017, 8 February 2018, 1 March 2018, 12 June 2018
                                                                                  and 22 October 2018.
Environmental    ?   The status of studies of potential environmental impacts   ? The previous mine owner, PCML, obtained a Conditional Closure Certificate in 1996 from the
                     of the mining and processing operation. Details of waste     authorities in terms of the Minerals Act, 1991, in terms of which rehabilitation of the old mine is legally
                     rock characterisation and the consideration of potential     considered complete; with the condition that a fund, be provided to rehabilitate any residual or
                     sites, status of design options considered and, where        deleterious aspects related to the closure of the mine and the remaining old Tailings Storage Facility
                     applicable, the status of approvals for process residue      (TSF) which potentially may occur in the future. The Nature Conservation Trust No. 723/89 Fund
                     storage and waste dumps should be reported.                  currently stands at AUDR2.2 (end May 2019 Balance Sheet).
                                                                                ? The existing Repli Prospecting Right has an Approved EMP (Environmental Management Plan) and the
                                                                                  Vardocube Prospecting Right has the newer, Environmental Authorisation (EA), which form part of the
                                                                                  prospecting rights and compliance therewith.
                                                                                ? The new Mining Right Application (MRA) of the Repli Prospecting Right area was submitted on 6 April
                                                                                  2018 together with an Environmental Authorisation Application in terms of the NEMAct, 1998, which
                                                                                  runs concurrent to the Mining Right Application. Similarly, the EA application linked to the Vardocube
                                                                                  MRA was submitted to the authorities on 27 September 2018. Specialist studies to inform the
                                                                                  Environmental Impact Reports (EIR), Environmental Impact Assessments (EIA) and Environmental
                                                                                  Management Programme (EMPr), Integrated Water and Waste Management Plan (IWWMP) and




                                                                                                                                                                                          64
Criteria         JORC Code explanation                                             Commentary

                                                                                     Water Use Licenses (WUL) for the EA application process were submitted as part of the EA process
                                                                                     including the EIA & EMPr. The EA process also integrates the concerns raised during the Public
                                                                                     Participation Process and incorporates mitigation measures for issues raised by affected parties. Some
                                                                                     agreements have already been concluded including for the solar energy projects located nearby.
                                                                                   ? The estimate agreed with the Department of Mineral Resources for the Financial Provision is AUD13.1
                                                                                     million and AUD21.8 million is estimated for the LoM closure rehabilitation cost). This total amount is in
                                                                                     line with specialist recommendations and the EIA;
                                                                                   ? In accordance with legislated timelines, the grant decision by the authorities for the Environmental
                                                                                     Authorisations are anticipated by Q3 2019 for both the Repli EA the Vardocube EA.
Infrastructure    ?   The existence of appropriate infrastructure; availability of ? The combined area for the Repli and Vardocube Prospecting Rights upon which the mine and mine
                      land for plant development, power, water, transportation       infrastructure is planned, is approximately 6,766 hectares in extent.
                      (particularly for bulk commodities), labour,                 ? Surface Rights: Repli Trading No. 27, an indirect subsidiary of Orion Minerals Ltd, and the entity which
                      accommodation; or the ease with which the infrastructure       holds the Prospecting Right and the Mining Right application, controls the surface use for the farm
                      can be provided or accessed.                                   Vogelstruis Bult 104 and Slimes Dam 154 (Prieska District, Northern Cape Province) primarily in the form
                                                                                     of direct surface right ownership (97.5% shareholding in PCML (Prieska Copper Mining Limited));
                                                                                     servitude rights written into the property deed for land owned by the Request Trust as well as a long-
                                                                                     term Surface Users Agreement signed in November 2018 between the latter in which users rights for
                                                                                     prospecting and mining operations are guaranteed and the land-owner compensated. In addition,
                                                                                     the holder of a prospecting and mining right is entitled to carry out the relevant operations for the
                                                                                     winning of minerals in terms of Section 54 of the MPRDAct, 2002. To date, Orion is aware of no Land
                                                                                     Claims that have been registered for the properties. The Company has used reasonable endeavours
                                                                                     to confirm that land is therefore available for the building of new or use of any existing infrastructure.
                                                                                   ? Infrastructure Requirements:
                                                                                        o Existing Infrastructure (remaining from previous mine operation): This is discussed in the body of
                                                                                             the report.
                                                                                        o It is assumed that the old mine infrastructure below the 330masl water level would be
                                                                                             refurbished or rebuilt. Preliminary mining studies on these aspects have been included in the BFS
                                                                                             process and inform the BFS study.
                                                                                        o Additional Infrastructural Requirements: This is discussed in the body of the report.
Costs             ?   The derivation of, or assumptions made, regarding                 o Capital Cost (CAPEX) Assumptions:
                      projected capital costs in the study.                             o CAPEX used: AUD402 million.
                  ?   The methodology used to estimate operating costs.                 o Construction Schedule – 33 months.
                  ?   Allowances made for the content of deleterious                    o Life of Mine (LoM) - approximately 10 years when Inferred resources are incorporated.
                      elements. The derivation of assumptions made of metal             o Contingency of 10% of the underlying capital cost items.
                      or commodity price(s), for the principal minerals and co-         o Target accuracy of ±15%.
                      products.                                                         o The base currency is the South African Rand (ZAR) and an exchange rate has been fixed at ZAR
                  ?   The source of exchange rates used in the study.                        14.50 : USD 1 and ZAR 10 : AUD 1.
                  ?   Derivation of transport charges.                             Source of CAPEX estimated costs:
                  ?   The basis for forecasting or source of treatment and              o The estimate is base dated to December 2018.
                      refining charges, penalties for failure to meet                   o Process Plant: estimates were made from measured and quantified each unit cost element
                      specification, etc.                                                    from the engineering layout drawings, Process Flow Diagrams (PFDs), Mechanical Equipment List
                  ?   The allowances made for royalties payable, both                        (MEL), motor lists and electrical Single Line Diagrams (SLD).
                      Government and private.                                           o Surface Infrastructure: Items sized and quantified off general arrangement (GA) diagrams. Costs
                                                                                             determined from vendor quotations pricing. Evaporation dam and TSF costed by a specialist
                                                                                             design and engineering consultancy; Bulk power supply priced in detail by an electrical design
                                                                                             and engineering company. Bulk water supply facilities and pipe-line upgrade costs are from a




                                                                                                                                                                                            65
Criteria   JORC Code explanation   Commentary

                                           specialist consultant.
                                       o   Underground Mining: quotes received for the underground fleet. The rock and man winders
                                           costed based on available second-hand units in the market, Surface ventilation fans were
                                           priced by a ventilation consulting company. Underground equipment has been priced from
                                           quotations and a specialist shaft and underground operator.
                                      o General: EPCM costs are based on a detailed build-up of man hours and related costs.
                                           Transport costs were quoted by suppliers in their quotations. First fills and commissioning spares
                                           have been priced by vendors in the quotations. Project owner’s costs are detailed from Orion
                                           Minerals. Construction power is based on the planned electrical kWhr using 2019 Eskom
                                           electricity tariffs.
                                   Operating Cost (OPEX) Methodology and Assumptions:

                                                                             Operating cost
                                                                                                        AUD/t ROM
                                                                             element
                                                                             Mining                        48.10
                                                                             Processing                    16.10
                                                                             Surface and In-directs         6.70
                                                                             Concentrate Transport          9.40
                                                                             Corporate Costs                1.40
                                                                             Off-mine Costs                 2.30
                                                                             Royalty (Government)           5.70
                                                                             Sustaining CAPEX              4.00
                                                                             Total                         93.70

                                       o    Operating costs are based on an AISC (all-in-sustaining-costs) of AUD94/tonne treated.
                                       o    OPEX costs have been compiled from zero-based build-ups .
                                       o    A Total Operating Cost Summary is provided in the body of the report along with tables for
                                            mining, processing, in-directs costs and off-site costs.
                                       o    All labour costs across the various disciplines are built up from a detailed Project wide labour
                                            schedule showing detail per individual with detailed cost to company wage rates and
                                            allowances.
                                       o    Underground Mining: Development and production costs were built-up from first principles
                                            compiled in Candy Model software by PCDS. A 15% margin was added to cater for a
                                            contractor rate with a further allowance to for fleet financing. Grade control drilling was costed
                                            by the Orion on-site geological staff. Back-fill costs were built up from underlying power and
                                            cement consumption rates by DRA using back-fill volumes supplied by Orion. Shaft operating
                                            costs were compiled by DRA based on previous experience including power consumption
                                            based on the selected winders using 2019 Eskom electricity tariffs.
                                       o    Material Processing: Operating costs were compiled by DRA using planned reagent and
                                            crushing and milling wear component consumption rates and industry pricing. Processing
                                            power costs are based on 2019 Eskom electricity tariffs.




                                                                                                                                            66
Criteria          JORC Code explanation                                          Commentary

                                                                                     o    Surface and Indirect costs (General and Admin): These costs are primarily built up from the
                                                                                          detailed labour schedule and quoted accommodation costs from the selected camp vendor.
                                                                                     o    Off-mine costs: This includes Orion Corporate office costs which have been built up in detail
                                                                                          from current company costs. Marketing costs are a fixed amount of AUD1.2m pa based on
                                                                                          discussions with a concentrate logistics management company. SLP costs

                                                                                 ?   Exchange Rate: Base currency is ZAR with a fixed exchange rate at ZAR 14.50:USD 1 and ZAR 10 : AUD
                                                                                     1. The rates of exchange used have been empirically estimated and are based on exchange rates
                                                                                     at the time of this report.
                                                                                 ?   Commodity price assumptions and source: see “revenue below”.
                                                                                 ?   Transport charges: For the purposes of this Study it is assumed that the concentrate will be trucked
                                                                                     from the processing plant at the mine to Groveput Rail Siding (50km from the mine) daily and railed
                                                                                     via De Aar to the Ngqura Port. Total transport and logistics charges are estimated at AUD9.30 per
                                                                                     tonne of concentrate.
                                                                                 ?   Penalties and allowances for deleterious elements: refer to the NSR estimate detailed in this release.
                                                                                 ?   Government Royalties: the royalties were set at the formula for “unrefined minerals”, in terms of the
                                                                                     Royalties Act, 2010, linked to the MPRDA, 2002. Where Y = 0.5 + [EBIT/(gross sales of unrefined
                                                                                     minerals) x9] x 100 {maximum Y is 7.0%}.
                                                                                 ?   Private Royalties: No private royalties were included in the estimate.
                                                                                 ?   The estimates are for the total project and do not take into account the percentage of the
                                                                                     Company’s ownership of the right holding companies at 70%. The BEE partners are responsible to
                                                                                     raise equity for their 20%. The remaining 10%, in line with the Mining Charter III is in the form of
                                                                                     community and employee trusts which recoup costs prior to pay-out.

Revenue factors    ?   The derivation of or assumptions made regarding           ?   Head Grade Assumptions:
                       revenue factors including head grade, metal or                Mining modifying factors were applied to Mineral Resources grades as covered in the report.
                       commodity price(s), exchange rates, transportation and
                       treatment charges, penalties, net smelter returns, etc.   ?   Metal Price Assumptions
                   ?   The derivation of assumptions made of metal or
                                                                                                          Metal Prices     USD/tonne      USD/lb       Source
                       commodity price(s), for the principal metals, minerals
                       and co-products.                                                                   Copper              6,834        3.10         CIBC

                                                                                                          Zinc                2,756        1.25         CIBC

                                                                                                          Precious
                                                                                                                             USD/oz                    Source
                                                                                                          Metals

                                                                                                          Gold                1,300        n/a          Orion

                                                                                                          Silver               17          n/a          Orion

                                                                                 ?   Metal Price assumptions were based on CIBC Analyst Long term Price Forecasts (April 2019)
                                                                                 ?   Contribution by the co-products of silver and gold were included in the estimates for the BFS.




                                                                                                                                                                                        67
Criteria            JORC Code explanation                                              Commentary

                                                                                       ?   Foreign Currency Exchange Rate Assumptions:

                                                                                                                  FX Rate           USD             AUD           ZAR
                                                                                                                  USD               1.00            1.45          14.50
                                                                                        The rates of exchange used have been empirically estimated and are based on exchange rates at
                                                                                        the time of this report.
                                                                                        NSR: the NSR is estimated at 98.7% and 71.4% for Cu and Zn respectively. The details of the
                                                                                        calculation are shown in the main report.
Market assessment    ?   The demand, supply and stock situation for the particular      Demand, supply and stock situation for zinc and copper: the global supply and demand balance for
                         commodity, consumption trends and factors likely to            zinc is at a deficit forecasted to be balanced by an increase in smelter production and several new
                         affect supply and demand into the future.                      mines. It is anticipated that there will be an overall strong demand for zinc concentrates over the
                     ?   A customer and competitor analysis along with the              coming years. Copper is consistently in demand. The supply of copper is presently in surplus but
                         identification of likely market windows for the product.       reserve depletion in existing mines is anticipated to create an increase in demand after 2020.
                     ?   Price and volume forecasts and the basis for these             Customer Analysis: historically the concentrates produced from the PCM were regarded as clean
                         forecasts.                                                     products with few and low-levels of impurities. Current assay results support this and it is concluded that
                                                                                        the concentrates will be in demand to blend down impurities in other concentrates. With the assistance
                                                                                        of an external concentrate marketing consultant, the Company conducted a competitive process for
                                                                                        the Project’s copper and zinc concentrates offtake, involving most of the largest smelting and trading
                                                                                        groups from around the world. The market was widely canvassed and the assumptions used in the
                                                                                        financial model are based on these findings. In the initial stage, expressions of interest in the Project’s
                                                                                        concentrates were sought and expressions of interest (EOIs) to enter into offtake agreements for the zinc
                                                                                        and/or copper concentrates were received. Whilst not specifically sought, some of the proposals
                                                                                        included offers to contribute to project financing in some form or other, ranging from participation in the
                                                                                        primary project debt financing through to provision of working capital and cost overrun facilities.
                                                                                        Shortlisted Parties, selected on strength of offtake terms and/or willingness to provide financing to the
                                                                                        Project, reviewed and refreshed their initial EOIs offers. Based on these revised offers, the Company
                                                                                        anticipates progressing negotiations with up to three parties with a view to concluding final offtake terms
                                                                                        in advance of a final review by the Company’s financiers.

                                                                                       ? A high-level competitor analysis for VMS deposits has been included at the BFS stage.

Economic             ?   The inputs to the economic analysis to produce the net             ?    Sensitivity analysis for the economics shows the Project most sensitive to the ZAR-USD exchange-
                         present value (NPV) in the study, the source and                        rate. Cu and Zn prices and grade almost have an identical impact on the sensitivity as shown in
                         confidence of these economic inputs including                           the diagram below.
                         estimated inflation, discount rate, etc.
                     ?   NPV ranges and sensitivity to variations in the significant
                         assumptions and inputs.




                                                                                                                                                                                                 68
Criteria   JORC Code explanation                                             Commentary


                                                                                              Forex


                                                                                          Zinc Price


                                                                                       Copper Price


                                                                                          Zn Grade


                                                                                          Cu Grade


                                                                                              Opex


                                                                                             Capex

                                                                                                       -250   -200   -150   -100             -50                  0          50                100                 150                 200
                                                                                                                                         Change in Base NPV - AUD'm
                                                                                                                                                                             Please run the sensitivity analysis function on the Dashboard
                                                                                                                              -0,05   -0,1   -0,15   0,05   0,1       0,15                     before reviewing graph.


                                                                                      At -15% the NPV is 37 and at +15% the NPV is 361.

Social      ?   The status of agreements with key stakeholders and           ? Surface Use: The Company, through Repli Trading No. 27 (Pty) Ltd controls Prieska Copper Mines
                matters leading to social licence to operate.                  Limited which owns a portion of the surface rights. The Company has a long-term Surface user
                                                                               Agreement, signed November 2018, with the remaining surface right holder for the area of the
                                                                               proposed mine infrastructure.
                                                                             ? Social License to operate:
                                                                                 o    This aspect is guided by the Mining Charter and regulated by the Social and Labour Plan (SLP)
                                                                                      which was compiled and submitted as part of the Repli and Vardocube Mining Right
                                                                                      Applications. The SLP is currently being evaluated by the South African regulatory authorities.
                                                                                 o    The Company signed an MOU (Memorandum of Understanding) with the Siyathemba
                                                                                      Municipality for the Prieska District in February 2018 in which the Municipality endorsed the Repli
                                                                                      SLP.
                                                                                 o    Several significant social investment initiatives proposed in the SLP, designed to and agreed
                                                                                      between the Company and the Siyathemba Municipality have already been started including
                                                                                      the provision of internet facilities to the public in Prieska assisting the local community with
                                                                                      application for work and/or as service providers for the proposed mining operation. The
                                                                                      Company views the SLP as being a dynamic document that will continue to be revised as the
                                                                                      Project develops and the needs and understanding of the local community change.
Other       ?   To the extent relevant, the impact of the following on the   ? Identified material natural occurring risks: nil.
                project and/or on the estimation and classification of the   ? Status of material legal agreements: all agreements are current and active. Detail of the status of the
                Ore Reserve                                                    legal agreements was not addressed in the BFS Technical Report. An independent legal review of the
            ?   Any identified material naturally occurring risks.             BFS document by Falcon & Hume Attorneys at Law was undertaken in June 2019 and returned no
            ?   The status of material legal agreements and marketing          material concerns.
                agreements.                                                  ? Status of material marketing agreements: agreements in the process of negotiation and no signed off-
            ?   The status of governmental agreements and approval             take agreements are in place at the BFS stage.
                critical to the viability of the project, such as mineral    ? Tenement Status: Mineral tenure in South Africa is regulated by the MPRDA (2002) with the
                tenement status, and government and statutory                  environmental aspects regulated by NEMA (1998), both managed under the authority of the DMR.
                approvals. There must be reasonable grounds to expect          The Project mineral tenure or tenement holding comprises a set of contiguous prospecting rights




                                                                                                                                                                                                                                             69
Criteria   JORC Code explanation                                              Commentary

                that all necessary Government approvals will be                 surrounding the old PCM area: the Repli-Copperton Prospecting Right (Repli Prospecting Right), the
                received within the timeframes anticipated in the pre-          Vardocube Prospecting Right, the Bartotrax Prospecting Right and the Repli-Doonies Pan Prospecting
                feasibility of Feasibility study. Highlight and discuss the     Right. Applications for mining rights have been submitted to the DMR for both the Repli Prospecting
                materiality of any unresolved matter that is dependent          Right area and the Vardocube Prospecting Right area.
                on a third party on which extraction of the reserve is          The primary tenement licenses and applications are detailed below:
                contingent.                                                   Repli Prospecting Right:

                                                                                   o NC 30/5/1/1/2/2105PR (NC10445PR): A prospecting right renewal and a Section 102 (addition of
                                                                                     further minerals), have been granted to Repli, in terms of section 17(1) of the MPRDA for copper,
                                                                                     zinc, lead, silver, gold, sulphur, cobalt, barytes, limestone, stone aggregate, gravel, sulphur in
                                                                                     pyrite, pyrite, molybdenum ore, tungsten ore, sand (general) and iron ore in respect of the farm
                                                                                     Vogelstruis Bult No 104, portion RE25 and portion 26 and the farm Slimes Dam 154, in the Prieska
                                                                                     District, Northern Cape Province. The date of expiry is 2 November 2019 by which time Repli is
                                                                                     anticipating having been granted the Mining Right which has been applied for.
                                                                                  o Orion effectively holds a 70% interest in the project, with the remaining 30% as 20% BEE
                                                                                     ownership + 5% Community Trust + 5% Employee Trust in compliance with Mining Charter III and
                                                                                     existing legislation.
                                                                              Vardocube Prospecting Right:

                                                                                   o   NC 30/5/1/1/2/11841PR: Vardocube has been awarded a prospecting right, in terms of section
                                                                                       17(1) of the MPRDA, for copper ore, zinc ore, lead, gold, cobalt, sulphur in pyrite, barytes,
                                                                                       limestone, pyrite, tungsten and molybdenum in respect of the farm Vogelstruis Bult No 104,
                                                                                       portion RE1 in the Prieska District, Northern Cape Province. The date of grant is 25 April 2018;
                                                                                       valid for five (5) years. The Prospecting Right has been notarially executed and registration is in
                                                                                       process.
                                                                              Orion effectively holds a 70% interest in the project, with the remaining 30% as 20% BEE ownership + 5%
                                                                              Community Trust + 5% Employee Trust in compliance with Mining Charter III and existing legislation.

                                                                              Repli Mining Right Application

                                                                                   o Mining Right: NC30/5/1/2/2/10138MR. The Repli Mining Right Application (MRA), in terms of
                                                                                     Section 22 of the MPRDA, 2002, for the Repli Prospecting area and commodities was submitted
                                                                                     to the authorities, together with the pre-requisite EA application, on 6 April 2018. The application
                                                                                     includes the proposed Mine Works Program and the SLP. The MRA application has been
                                                                                     officially accepted and is in process.
                                                                              Vardocube Mining Right Application

                                                                                   o    Mining Right: NC30/5/1/2/2/10146MR. The Vardocube Mining Right Application (MRA), in terms
                                                                                        of Section 22 of the MPRDA, 2002, for the Repli Prospecting area and commodities was
                                                                                        submitted to the authorities, together with the pre-requisite EA application, on 27 September
                                                                                        2018. The application includes the proposed Mine Works Program and the SLP. The MRA
                                                                                        application is in process.
                                                                              ?   Tenure Compliance: At the time of writing, the prospecting rights were compliant with statutory fee
                                                                                  payments, annual reporting and financial provision audits up to date.
                                                                              ?   According to the Department of Land Restitution and Reform, there are no land claims on any of the
                                                                                  properties covered by the prospecting rights.
                                                                              ?   The Conditional Closure Certificate is discussed under “environmental”, above.
                                                                              ?   Government and statutory approvals: There are reasonable grounds to expect that all necessary

                                                                                                                                                                                        70
Criteria                 JORC Code explanation                                             Commentary

                                                                                             government approvals will be received within the timeframes anticipated in the BFS.
                                                                                           ? Status of government agreements: Apart from the tenement status (addressed above) the Company
                                                                                             is not aware of any government agreements necessary for the project to continue.
                                                                                           ? Discussions continue with the South African Department of Science and Technology to ensure
                                                                                             compliance with technical aspects which may impact on the Square Kilometre Array (SKA) radio
                                                                                             telescope, being built near Carnarvon over 40km from the Project.
                                                                                           ? In 1987, Armaments Corporation of South Africa (SOC) Ltd (Armscor), a State-owned enterprise for
                                                                                             acquiring defence capabilities for the South African Defence Force and other State agencies,
                                                                                             established the Alkantpan ballistic test range on ground neighbouring the Project area (Alkantpan)
                                                                                             These surface rights are unlikely to interfere with mine development and operating activities.
                                                                                           ? A MoU is in place with the Siyathemba Municipality regarding the supply of bulk water to the mine.
                                                                                             Final water tariffs are under negotiation.
                                                                                           ? The engineering design of the planned construction of the Feeder Bay within the Cuprum Sub-station
                                                                                             has been approved by the Eskom Technical Evaluation Forum which took place in December 2018.
                                                                                             Repli has paid all fees required to date to Eskom to allow the process to continue for Eskom to sign the
                                                                                             long-term power agreement.
                                                                                           ? Repli is in the process of engaging with Transnet for rail transport logistics from the Groveput rail siding
                                                                                             to Ngqura Port.
                                                                                           ? Unresolved matters with 3rd parties which would materially affect the results of the BFS – none.
Classification            ?   The basis for the classification of the Ore Reserves into    ? Indicated Resources were converted into Probable Ore Reserves based on the mine planning process
                              varying confidence categories.                                 using appropriate modifying factors.
                          ?   Whether the result appropriately reflects the competent      ? There are no Measured Mineral Resources.
                              Person’s view of the deposit.
                          ?   The proportion of Probable Ore Reserves that have been
                              derived from Measured Mineral Resources (if any).
Audits or reviews         ?   The results of any audits or reviews of the Ore Reserve      ? At the time of writing a review of the mining plan and the reserves is in progress with SRK Consulting of
                              estimates.                                                     Johannesburg
Discussion of relative    ?   Where appropriate a statement of the relative accuracy       ? The level of accuracy for the BFS Technical Report is ± 15%.
accuracy/confidence           and confidence level in the Ore Reserve estimate using       ? For the Deep Sulphide Mineral Resource (underground mining), a 100% Indicated Mineral Resource
                              an approach or procedure deemed appropriate by the             and 0% Inferred Mineral Resource was used for the purposes of the JORC reporting.
                              Competent Person. For example, the application of            ? A Base Case 2 business plan is also presented that contains 30% Inferred Mineral Resources.
                              statistical or geostatistical procedures to quantify the     ? Mining studies for a Bankable Feasibility Study have been completed and further Optimisation Studies
                              relative accuracy of the reserve within stated                 are in progress.
                              confidence limits, or, if such an approach is not deemed     ? It is noted that there is a level of inaccuracy around the Transnet costs for rail freight for the
                              appropriate, a qualitative discussion of the factors which     concentrate transport as negotiations with Transnet are still in progress.
                              would affect the relative accuracy and confidence of
                              the estimate.
                          ?   The statement should specify whether it relates to global
                              or local estimates, and, if local, state the relevant
                              tonnages, which should be relevant to technical and
                              economic evaluation. Documentation should include
                              assumptions made and procedures used.
                          ?   Accuracy and confidence discussions should extend to
                              specific discussions of any applied Modifying Factors that
                              may have material impact on Ore Reserve viability, or for
                              which there are remaining areas of uncertainty at the

                                                                                                                                                                                                      71
Criteria   JORC Code explanation                                        Commentary

                current study stage.
            ?   It is recognised that this may not be possible or
                appropriate in all circumstances. These statements of
                relative accuracy and confidence of the estimate
                should be compared with production data, where
                available.

                                                                                     72
JORC Table 1: Section 4 Estimation and Reporting of Ore Reserves – Open Pit (+105 Level)
(Criteria listed in Section 1, and where relevant in Section 2 and 3, also apply to this section.)
 Criteria                    JORC Code explanation                                                          Commentary

 Mineral Resource estimate    ?    Description of the Mineral Resource estimate used as a basis for the     ? The Ore Reserves are derived from the use of the total Mineral Resources for the Prieska Open-pit of 1.76Mt at
 for conversion to Ore             conversion to an Ore Reserve.                                              1.5% Cu and 2.0% Zn, classified and reported in terms of JORC 201212 in ASX release 15 January 2019.
 Reserves                     ?    Clear statement as to whether the Mineral Resources are reported         ? The Mineral Resources are based on drilling data available as at 30 November 2018.
                                   additional to, or inclusive of, the Ore Reserves.                        ? The Competent Person for the Mineral Resource is Mr Sean Duggan of Z* Consultants, RSA.
                                                                                                            ? The mineral resource estimate was prepared by mining industry consultants Z Star Mineral Resource Consultants
                                                                                                              (Pty) Ltd using Variogram Modelling, Neighbourhood optimization and Ordinary Kriging to estimate the zinc and
                                                                                                              copper grades into the geological domains constrained by wireframes.
                                                                                                            ? The Mineral Resources are reported inclusive of the Ore Reserves.
 Site visits                  ?    Comment on any site visits undertaken by the Competent Person            ? The Competent Person, William Gillespie, Principal Mining Consultant of A&B Global Mining Consultants and
                                   and the outcome of those visits.                                           Fellow of IMMM visited the site on 16th May 2019. The visit included site familiarization: discussions with site
                              ?    If no site visits have been undertaken indicate why this is the case.      personnel, inspection of the surface facilities, review of selected drill core, inspection of the proposed open pit
                                                                                                              operation and an underground visit including and inspection of some of the accessible facilities
 Study status                 ?    The type and level of study to enable Mineral Resources to be            ? A BFS Technical Report has been completed.
                                   converted to Ore Reserves.                                               ? The BFS has been prepared to an accuracy level of ± 15% using Indicated and Inferred Mineral Resources;
                              ?    The Code requires that a study to at least Pre-Feasibility Study level     appropriate mine planning and modifying factors have been applied commensurate to a BFS level of accuracy
                                   has been undertaken to convert Mineral Resources to Ore Reserves.          and are deemed to have reasonable prospects of being technically achievable and economically viable.
                                   Such studies will have been carried out and will have determined a       ? Section 4 of JORC Table 1 is being completed as part of the BFS requirement to disclose material modifying
                                   mine plan that is technically achievable and economically viable,          factors and assumptions underpinning the open-pit Ore Reserves and existing Production Target estimates
                                   and that the material Modifying Factors have been considered.              linked to updated forecast financial Information.
 Cut-off parameters           ?    The basis of the cut-off grade(s) or quality parameters applied.         ? No break-even or cut-off grade is calculated for the open-pit as the Whittle 4D© Pit Optimisation process takes
                                                                                                              account of all relevant costs and the value per mining block net of plant recovery factors, treatment and refining
                                                                                                              charges and including waste stripping to determine if a Resource block can be brought into an economic pit-
                                                                                                              shell.
 Mining factors or            ?    The method and assumptions used as reported in the Pre-Feasibility       ? The JORC (2012) Ore Reserve estimate is classified and reported as Probable Ore Reserve for the open-pit
 assumptions                       or Feasibility Study to convert the Mineral Resource to an Ore             Supergene deposit; this includes 0% Inferred Mineral Resource.
                                   Reserve (i.e. either by application of appropriate factors by            ? The BFS Whittle 4D© Pit Optimisation as detailed in the body of the report was used to select the final pit shell
                                   optimisation or by preliminary or detailed design).                        for planning purposes.
                              ?    The choice, nature and appropriateness of the selected mining            ? Deductions were made for mining extraction losses and additional dilution material. The Mineral Resource
                                   method(s) and other mining parameters including associated design          conversion factors are listed below:
                                   issues such as pre-strip, access, etc.
                              ?    The assumptions made regarding geotechnical parameters (e.g. pit
                                   slopes, stope sizes, etc.), grade control and pre-production drilling.      Mineral Resources Conversion Factors for Production Scheduling;

12
Mineral Resource reported in ASX release of 15 January 2019: “Prieska Total Mineral Resource Exceeds 30Mt @ 3.7% Zn Eq and 1.2% Cu Following Updated Open-pit Resource”
available to the public on www.orionminerals.com.au/investors/market-news. Competent Person Orion’s exploration: Mr. Pottie Potgieter. Competent Person: Orion’s Mineral Resource:
Mr. Sean Duggan. Orion is not aware of any new information or data that materially affects the information included above. For the Mineral Resource, the company confirms that all
material assumptions and technical parameters underpinning the estimates in the ASX release of 15 January 2019 continue to apply and have not materially changed. Orion confirms that
the form and context in which the Competent Person’s findings are presented here have not materially changed.

                                                                                                                                                                                                                        73
Criteria                   JORC Code explanation                                                        Commentary

                            ?    The major assumptions made, and Mineral Resource model used for
                                 pit and stope optimisation (if appropriate).                                                       Parameter                           Source           Factor
                            ?    The mining dilution factors used.
                            ?    The mining recovery factors used.                                                                  Dilution                          Assumed            5.0%
                            ?    Any minimum mining widths used.                                                                    Mining extraction factor          Assumed             90%
                            ?    The way Inferred Mineral Resources are utilised in mining studies
                                 and the sensitivity of the outcome to their inclusion.
                            ?    The infrastructure requirements of the selected mining methods.        ?   The open-pit design resulted in a 36% conversion of Mineral Resource tonnes to Reserve tonnes and a 34%
                                                                                                            Mineral Resource conversion to Cu equivalent metal.
                                                                                                        ? The modifying factors, pit design and schedule were done using the Mineral Resources classified and released in
                                                                                                            on 15 January 2019 for the supergene deposit (refer ASX release 15 January 2019).
                                                                                                        ? Material assumptions regarding timeframe for development and production:
                                                                                                                  o      It is assumed that the BFS is positive, and the planned underground mine is completed following
                                                                                                                         which the open-pit will commence.
                                                                                                                  o      That the Mining Right is granted by the authorities.
                                                                                                        ? The mine model scenario for the BFS can be summarised as completing a void (historical open-stopes) back-
                                                                                                            filling program beneath the planned open-pit. This will use back-fill from the existing paste plant used during
                                                                                                            the underground operation. Once the voids are filled mining of the open-pit will commence. Six stopes,
                                                                                                            amounting to approximately 70,000m3 in volume are required to be filled. Additional safety measures will be
                                                                                                            required as the initial mining will take place next to sink-holes. The details of these measures are outlined in the
                                                                                                            main report.
                                                                                                        ? Mining Method: Conventional open-pit mining will be carried out by a mining contractor. 40t ADTs are planned
                                                                                                           for the ore mining and CAT777 (90t) or equivalent trucks will be used for the waste mining. A grade control
                                                                                                           drilling program is planned at 10m intervals and a 20m spacing to delineate the supergene ore from the oxide
                                                                                                           and waste material.
                                                                                                        ? Geotechnical: The open-pit design is based on a geotechnical assessment report carried out by Middindi
                                                                                                           Consulting (Pty) Ltd (Middindi), MAPTEK 3-D geotechnical survey data, laboratory rock strength tests and
                                                                                                           geological observations were used to provide the data set. Four rock types were identified: Weathered,
                                                                                                           Transitional, Poor-Quality and Fresh. The pit slope angles were determined by the position of these four rock
                                                                                                           types. Pit slope angles ranged from 41° for the Poor-Quality rock to 56° for the Fresh rock.
                                                                                                        ? Existing Infrastructure: The project area is well serviced by infrastructure that was originally established for the
                                                                                                           historical mine; this includes mine roads on the site itself, some accommodation, telecommunications, water
                                                                                                           and grid electricity which is in use. For the open-pit mining, top-soil, oxide and waste rock dumps will be
                                                                                                           required to be built.
                                                                                                        ? Additional Infrastructure: As the open-pit mining follows on from the underground operation, general surface
                                                                                                           facilities will already be in place. This will mainly be; the processing plant, TSF, water handling facilities,
                                                                                                           management and staff office blocks, a change-house, mine rescue room, training centre, central control room
                                                                                                           for the processing plant; engineering workshop; diesel storage area; security and personal access control.
                                                                                                        ? Explosives Magazine: Existing magazines remain from the historical mine and are in excellent condition. These
                                                                                                           will be used for storage of cartridges, boosters and detonators. Bulk emulsion which is planned for the open-pit
                                                                                                           mine will be stored near the shaft in dedicated silos which will already be in place from the underground mining.
Metallurgical factors or    ?    The metallurgical process proposed and the appropriateness of that     The design of the processing plant allows for treatment of the open-pit supergene ore (with modifications after the
assumptions                      process to the style of mineralisation.                                underground mining is completed).
                            ?    Whether the metallurgical process is well-tested technology or novel
                                 in nature.                                                             ? Metallurgical Process: crushing, grinding and differential froth flotation processing is proposed for the supergene
                                                                                                                                                                                                                             74
Criteria   JORC Code explanation                                                         Commentary

            ?    The nature, amount and representativeness of metallurgical test           ore which can produce saleable concentrates of Zn and Cu with the potential for Ag and Au as by-products.
                 work undertaken, the nature of the metallurgical domaining applied      ? Appropriateness: appropriate for the type of material anticipated from the mining operation.
                 and the corresponding metallurgical recovery factors applied.           ? Tested Technology: The proposed processing route for open pit material is based on bulk flotation followed by
            ?    Any assumptions or allowances made for deleterious elements.              differential cleaner flotation using a relatively novel flowsheet, using known processing technologies, and
            ?    The existence of any bulk sample or pilot scale test work and the         reagent regime.
                 degree to which such samples are considered representative of the       ? Metallurgical Test work: Specialists: Mintek Laboratories under the guidance of the DRA Metallurgical team
                 orebody as a whole.                                                       undertook the metallurgical testing. Bench scale, batch open circuit flotation work was performed to derive the
            ?    For minerals that are defined by a specification, has the ore reserve     optimal flowsheet for processing of supergene material. Once the optimum flowsheet had been derived, bench
                 estimation been based on the appropriate mineralogy to meet the           scale, batch open circuit flotation variability test work was performed. 602kg of test sample was used from eight
                 specifications?                                                           drill holes ensuring representivity from the various zones of the deposit. The copper samples produced saleable
                                                                                           concentrates although the test-work indicated that zinc material below 2.0% would not produce a saleable
                                                                                           concentrate.
                                                                                         ? Recovery Factors: Test work indicates metallurgical recovery rates of approximately 60% to 70% for copper and
                                                                                           48% to 53% for zinc. The concentrate grades were determined to be 23% to 26% for copper and 28% to 33% for
                                                                                           zinc, with notable variability in ore response for open pit material.
                                                                                         ? Assumptions or allowances made for deleterious elements: historical sales of the PCM concentrates were
                                                                                           recorded as clean with low concentrations of penalty elements. Detailed elemental analyses of the concentrates
                                                                                           confirmed that several key deleterious elements are at negligible levels with, notably amongst others, arsenic,
                                                                                           bismuth, cadmium, cobalt, tellurium, thorium and uranium at levels well below thresholds that may attract
                                                                                           material penalty charges from most smelters or exclude some markets. Based on more recent discussions with
                                                                                           concentrate off-takers, Cl & Fl, Pb & Zn have been noted as penalty elements in the Cu concentrate. Fe and Cl &
                                                                                           Fl are penalty elements in the Zn concentrate and have been accounted for in the NSR calculations. Copper and
                                                                                           zinc concentrate samples were supplied to P&C for determination of the concentrate transportable moisture
                                                                                           limit.

                                                                                                                   Parameter                                Metric               Copper          Zinc

                                                                                            Metal price                                                      US$/t               6,8434         2,756
                                                                                            Concentrate grade                                                  %                   24.6          35.5
                                                                                            Revenue per tonne of concentrate                          US$/t concentrate           1,750             978
                                                                                            Payability                                                         %                  96.1%         83,7%
                                                                                            Payability deduction                                      US$/t concentrate            -68           -247
                                                                                            TCs & RCs                                                 US$/t concentrate            -106          -186
                                                                                            By-product credits                                        US$/t concentrate             48               0
                                                                                            Total penalties                                           US$/t concentrate            -28              -20
                                                                                            Net Smelter Return (NSR)                                  US$/t concentrate           1,595             526
                                                                                            NSR Percentage                                                     %                  91.2%         53.7%

                                                                                         ? Bulk sample test work and representivity: discussed under “test work” above.
                                                                                         ? With respect to minerals that are defined by a specification and used in the Ore Reserve estimate, the
                                                                                           metallurgical test work was done to produce saleable concentrate products.


                                                                                                                                                                                             75
Criteria         JORC Code explanation                                                        Commentary

                                                                                              ? Metallurgical testing is completed and results are reported in the BFS. Metallurgical results for the supergene
                                                                                                testing were released to the ASX on 15 November 2017, 1 March 2018, and 22 October 2018.
Environmental     ?    The status of studies of potential environmental impacts of the        ? The previous mine owner, PCML, obtained a Conditional Closure Certificate in 1996 from the authorities in terms
                       mining and processing operation. Details of waste rock                   of the Minerals Act, 1991, in terms of which rehabilitation of the old mine is legally considered complete; with
                       characterisation and the consideration of potential sites, status of     the condition that a fund, be provided to rehabilitate any residual or deleterious aspects related to the closure of
                       design options considered and, where applicable, the status of           the mine and the remaining old Tailings Storage Facility (TSF) which potentially may occur in the future. The
                       approvals for process residue storage and waste dumps should be          Nature Conservation Trust No. 723/89 Fund currently stands at AUD2.2 (end May 2019 Balance Sheet).
                       reported.                                                              ? The existing Repli Prospecting Right has an Approved EMP (Environmental Management Plan) and the
                                                                                                Vardocube Prospecting Right has the newer, Environmental Authorisation (EA), which form part of the
                                                                                                prospecting rights and compliance therewith.
                                                                                              ? The new Mining Right Application (MRA) of the Repli Prospecting Right area was submitted on 6 April 2018
                                                                                                together with an Environmental Authorisation Application in terms of the NEMAct, 1998, which runs concurrent
                                                                                                to the Mining Right Application. Similarly, the EA application linked to the Vardocube MRA was submitted to the
                                                                                                authorities on 27 September 2018. Specialist studies to inform the Environmental Impact Reports (EIR),
                                                                                                Environmental Impact Assessments (EIA) and EMPr (Environmental Management Programme), Integrated Water
                                                                                                and Waste Management Plan (IWWMP) and Water Use Licenses (WUL) for the EA application process were
                                                                                                submitted as part of the EA process including the EIA & EMPr. The EA process also integrates the concerns raised
                                                                                                during the Public Participation Process and incorporates mitigation measures for issues raised by affected
                                                                                                parties. Some agreements have already been concluded including for the solar energy projects located nearby.
                                                                                              ? The estimate agreed with the Department of Mineral Resources for the Financial Provision is AUD13.1m and
                                                                                                AUD21.8m is estimated for the LoM closure rehabilitation cost – this includes all underground mining prior to
                                                                                                ending the open-pit). This total amount is in line with specialist recommendations and the EIA;
                                                                                              ? In accordance with legislated timelines, the grant decision by the authorities for the Environmental
                                                                                                Authorisations are anticipated by Q3 2019 for both the Repli EA the Vardocube EA.
Infrastructure    ?    The existence of appropriate infrastructure; availability of land for  ? The combined area for the Repli and Vardocube Prospecting Rights upon which the mine and mine infrastructure
                       plant development, power, water, transportation (particularly for bulk   is planned, is approximately 6,766 hectares in extent.
                       commodities), labour, accommodation; or the ease with which the        ? Surface Rights: Repli Trading No. 27, an indirect subsidiary of Orion Minerals Ltd, and the entity which holds the
                       infrastructure can be provided or accessed.                              Prospecting Right and the Mining Right application, controls the surface use for the farm Vogelstruis Bult 104
                                                                                                and Slimes Dam 154 (Prieska District, Northern Cape Province) primarily in the form of direct surface right
                                                                                                ownership (97.5% shareholding in PCML (Prieska Copper Mining Limited); servitude rights written into the
                                                                                                property deed for land owned by the Request Trust as well as a long-term Surface Users Agreement signed in
                                                                                                November 2018 between the latter in which users rights for prospecting and mining operations are guaranteed
                                                                                                and the land-owner compensated. In addition, the holder of a prospecting and mining right is entitled to carry
                                                                                                out the relevant operations for the winning of minerals in terms of Section 54 of the MPRDAct, 2002. To date,
                                                                                                Orion is aware of no Land Claims that have been registered for the properties. The Company has used
                                                                                                reasonable endeavours to confirm that land is therefore available for the building of new or use of any existing
                                                                                                infrastructure.
                                                                                              ? Infrastructure Requirements:
                                                                                              o Existing Infrastructure: required infrastructure will be from the remaining items from the previous mine
                                                                                                   operation and from the underground phase.
                                                                                              o Additional Infrastructural Requirements: This was discussed above.
Costs             ?    The derivation of, or assumptions made, regarding projected capital         o Capital Cost (CAPEX) Assumptions (for the open-pit only):
                       costs in the study.                                                         o CAPEX used: AUD2.5 million.
                  ?    The methodology used to estimate operating costs.                           o Construction Schedule – 9 months (for the void filling prior to open-pit mining starting).
                  ?    Allowances made for the content of deleterious elements. The                o Life of Pit - 17 months.
                       derivation of assumptions made of metal or commodity price(s), for          o Contingency of 10% of the underlying capital cost items.




                                                                                                                                                                                                                 76
Criteria   JORC Code explanation                                                  Commentary

                 the principal minerals and co-products.                               o     Target accuracy of ±15%.
            ?    The source of exchange rates used in the study.                       o     The base currency is the South African Rand (ZAR) and an exchange rate has been fixed at ZAR 14.50 :
            ?    Derivation of transport charges.                                            USD 1 and ZAR 10 : AUD 1.
            ?    The basis for forecasting or source of treatment and refining    Source of CAPEX estimated costs:
                 charges, penalties for failure to meet specification, etc.            o The estimate is base dated to December 2018.
            ?    The allowances made for royalties payable, both Government and        o Process Plant: estimates were made from measured and quantified each unit cost element from the
                 private.                                                                    engineering layout drawings, Process Flow Diagrams (PFDs), Mechanical Equipment List (MEL), motor
                                                                                             lists and electrical Single Line Diagrams (SLD).
                                                                                       o Surface Infrastructure: Items sized and quantified off general arrangement (GA) diagrams. Costs
                                                                                             determined from vendor quotations pricing. Evaporation dam and TSF costed by a specialist design and
                                                                                             engineering consultancy; Bulk power supply priced in detail by an electrical design and engineering
                                                                                             company. Bulk water supply facilities and pipe-line upgrade costs are from a specialist consultant.
                                                                                       o Void filling below the open-pit costs were compiled by PCDS from detailed consumption rates for cement
                                                                                             and using quoted price for the raise-bore drilling required.
                                                                                       o General: EPCM costs are based on a detailed build-up of man hours and related costs. Transport costs
                                                                                             were quoted by suppliers in their quotations. First fills and commissioning spares have been priced by
                                                                                             vendors in the quotations. Project owner’s costs are detailed from Orion Minerals. Construction power is
                                                                                             based on the planned electrical kWhr using 2019 Eskom electricity tariffs.
                                                                                  Operating Cost (OPEX) Methodology and Assumptions:
                                                                                                      Operating cost element            AUD/t ROM
                                                                                                     Open-pit mining                    55.1
                                                                                                     Processing                         18.4
                                                                                                     Surface and In-directs              6.7
                                                                                                     Concentrate Transport               9.4
                                                                                                     Corporate Costs                     1.4
                                                                                                     Off-mine Costs                      2.3
                                                                                                     Royalty (Government)                5.7
                                                                                                     Sustaining CAPEX                    1.0
                                                                                                     Total                               100


                                                                                       o    OPEX costs have been compiled from contractor tendered quotes.
                                                                                       o    A Total Operating Cost Summary is provided in the body of the report along with tables for mining,
                                                                                            processing, in-directs costs, corporate and off-site costs.
                                                                                       o    All labour costs across the various disciplines are built up from a detailed Project wide labour schedule
                                                                                            showing detail per individual with detailed cost to company wage rates and allowances.
                                                                                       o    Open-pit mining: costs were built-up from tendered prices from a mining contractor. Grade control
                                                                                            drilling was costed by the Orion on-site geological staff.
                                                                                       o    Material Processing: Operating costs were compiled by DRA using planned reagent, crushing and milling
                                                                                            wear component consumption rates and industry pricing. Processing power costs are based on 2019
                                                                                            Eskom electricity tariffs.
                                                                                       o    Surface and Indirect costs (General and Admin): These costs are primarily built up from the detailed
                                                                                            labour schedule and quoted accommodation costs from the selected camp vendor.

                                                                                                                                                                                                77
Criteria            JORC Code explanation                                                       Commentary

                                                                                                     o     Off-mine costs: This includes Orion Corporate office costs which have been built up in detail from current
                                                                                                           company costs. Marketing costs are a fixed amount of AUD1.2m pa based on discussions with a
                                                                                                           concentrate logistics management company. SLP costs have been estimated based on planned
                                                                                                           community projects.

                                                                                                ?   Exchange Rate: Base currency is ZAR with a fixed exchange rate at ZAR 14.50:USD 1 and ZAR 10 : AUD 1. The
                                                                                                    rates of exchange used have been empirically estimated and are based on exchange rates at the time of this
                                                                                                    report.
                                                                                                ?   Commodity price assumptions and source: see “revenue below”.
                                                                                                ?   Transport charges: For the purposes of this Study it is assumed that the concentrate will be trucked from the
                                                                                                    processing plant at the mine to Groveput Rail Siding (50km from the mine) daily and railed via De Aar to the
                                                                                                    Ngqura Port. Total transport and logistics charges are estimated at AUD9.3 per tonne of concentrate.
                                                                                                ?   Penalties and allowances for deleterious elements: refer to the NSR estimate detailed in this release.
                                                                                                ?   Government Royalties: the royalties were set at the formula for “unrefined minerals”, in terms of the Royalties
                                                                                                    Act, 2010, linked to the MPRDA, 2002. Where Y = 0.5 + [EBIT/(gross sales of unrefined minerals) x9] x 100
                                                                                                    {maximum Y is 7.0%}.
                                                                                                ?   Private Royalties: No private royalties were included in the estimate.
                                                                                                ?   The estimates are for the total project and do not take into account the percentage of the Company’s
                                                                                                    ownership of the right holding companies at 70%. The BEE partners are responsible to raise equity for their
                                                                                                    20%. The remaining 10%, in line with the Mining Charter III is in the form of community and employee trusts
                                                                                                    which recoup costs prior to pay-out.

Revenue factors      ?    The derivation of or assumptions made regarding revenue factors       ?   Metal Price Assumptions
                          including head grade, metal or commodity price(s), exchange rates,                           Metal Prices           USD/tonne        USD/lb           Source
                          transportation and treatment charges, penalties, net smelter
                          returns, etc.                                                                                  Copper                  6,834          3.10             CIBC
                     ?    The derivation of assumptions made of metal or commodity price(s),
                                                                                                                         Zinc                    2,756          1.25             CIBC
                          for the principal metals, minerals and co-products.
                                                                                                                         Precious Metals        USD/oz                          Source

                                                                                                                         Gold                    1,300                          Orion

                                                                                                                         Silver                   17                            Orion

                                                                                                ?   Contribution by the co-products of silver and gold were included in the estimates for the BFS.
                                                                                                ?   Foreign Currency Exchange Rate Assumptions:

                                                                                                                          FX Rate               USD               AUD              ZAR
                                                                                                                          USD                   1.00              1.45             14.50
                                                                                                   The rates of exchange used have been empirically estimated and are based on exchange rates at the time of
                                                                                                   this report.
Market assessment    ?    The demand, supply and stock situation for the particular             ? Demand, supply and stock situation for zinc and copper: the global supply and demand balance for zinc is at a
                          commodity, consumption trends and factors likely to affect supply       deficit forecasted to be balanced by an increase in smelter production and several new mines. It is anticipated
                          and demand into the future.                                             that there will be an overall strong demand for zinc concentrates over the coming years. Copper is consistently in
                     ?    A customer and competitor analysis along with the identification of     demand. The supply of copper is presently in surplus but reserve depletion in existing mines is anticipated to


                                                                                                                                                                                                               78
Criteria   JORC Code explanation                                                      Commentary

                 likely market windows for the product.                               create an increase in demand after 2020.
            ?    Price and volume forecasts and the basis for these forecasts.        Customer Analysis: : historically the concentrates produced from the PCM were regarded as clean products with few
                                                                                      and low-levels of impurities. Current assay results support this and it is concluded that the concentrates will be in
                                                                                      demand to blend down impurities in other concentrates. With the assistance of an external concentrate marketing
                                                                                      consultant, the Company conducted a competitive process for the PCM copper and zinc concentrates offtake
                                                                                      (Offtake Process), involving most of the largest smelting and trading groups from around the world. The market was
                                                                                      widely canvased and the assumptions used in the financial model are based on these findings. In the initial stage,
                                                                                      expressions of interest in the Projects concentrates were sought and expressions of interest (EOIs) to enter into
                                                                                      offtake agreements for the zinc and/or copper concentrates were received. Whilst not specifically sought, some of
                                                                                      the proposals included offers to contribute to project financing in some form or other, ranging from participation in
                                                                                      the primary project debt financing through to provision of working capital and cost overrun facilities. Shortlisted
                                                                                      Parties, selected on strength of offtake terms and/or willingness to provide financing to the Project, reviewed and
                                                                                      refreshed their initial EOIs returning offers. Basis these revised offers, the Company anticipating progressing
                                                                                      negotiations with up to three parties with a view to concluding final offtake terms in advance of a final review by the
                                                                                      Company’s financiers.

                                                                                      ? A high level competitor analysis for VMS deposits has been included at the BFS stage.
Economic    ?    The inputs to the economic analysis to produce the net present       The inputs for the NPV estimation are tabulated in the body of the report;
                 value (NPV) in the study, the source and confidence of these         ? Valuation Methodology
                 economic inputs including estimated inflation, discount rate, etc.      The Discounted Cash Flow (DCF) method of valuation was used to arrive at a Project NPV. For the purposes of
            ?    NPV ranges and sensitivity to variations in the significant             this BFS, a discount rate of 8.0% has been used.
                 assumptions and inputs.                                                 In generating the financial model, the following parameters and assumptions were used:
                                                                                            o The financial model is in real terms;
                                                                                            o The model was set up in months for the life of the Project. The financial year ending of the Company is
                                                                                                 June;
                                                                                            o No escalation has been applied;
                                                                                            o The operation is valued as a single tax entity;
                                                                                            o Royalties were set at the formula applicable for unrefined minerals;
                                                                                            o No salvage value was included for plant and mining equipment remaining at the end of operations.
                                                                                            o South Africa corporate tax rate of 28% has been applied.
                                                                                            o NPV: AUD224m. The NPV is based on a real cash flow with no inflation applied.
                                                                                            o Sensitivity analysis for the economics shows the Project most sensitive to the ZAR-USD exchange-rate. Cu
                                                                                                 and Zn prices and grade almost have an identical impact on the sensitivity as shown in the diagram
                                                                                                 below.

                                                                                                                                                                                                          79
Criteria   JORC Code explanation                                                        Commentary


                                                                                                           Forex


                                                                                                       Zinc Price


                                                                                                    Copper Price


                                                                                                       Zn Grade


                                                                                                       Cu Grade


                                                                                                           Opex


                                                                                                          Capex

                                                                                                                    -250   -200   -150     -100             -50                  0          50                100                 150                 200
                                                                                                                                                        Change in Base NPV - AUD'm
                                                                                                                                                                                            Please run the sensitivity analysis function on the Dashboard
                                                                                                                                             -0,05   -0,1   -0,15   0,05   0,1       0,15                     before reviewing graph.


                                                                                                   At -15% of FX rate, the NPV is AUD37m and at +15% the NPV is AUD361m.

Social      ?    The status of agreements with key stakeholders and matters leading     ? Surface Use: The Company, through Repli Trading No. 27 (Pty) Ltd controls Prieska Copper Mines Limited which
                 to social licence to operate.                                            owns a portion of the surface rights. The Company has a long-term Surface user Agreement, signed November
                                                                                          2018, with the remaining surface right holder for the area of the proposed mine infrastructure.
                                                                                        ? Social License to operate:
                                                                                            o     This aspect is guided by the Mining Charter and regulated by the Social and Labour Plan (SLP) which was
                                                                                                  compiled and submitted as part of the Repli and Vardocube Mining Right Applications. The SLP is
                                                                                                  currently being evaluated by the South African regulatory authorities.
                                                                                            o     The Company signed an MOU (Memorandum of Understanding) with the Siyathemba Municipality for
                                                                                                  the Prieska District in February 2018 in which the Municipality endorsed the Repli SLP.
                                                                                            o     Several significant social investment initiatives proposed in the SLP, designed to and agreed between the
                                                                                                  Company and the Siyathemba Municipality have already been started including the provision of internet
                                                                                                  facilities to the public in Prieska assisting the local community with application for work and/or as service
                                                                                                  providers for the proposed mining operation. The Company views the SLP as being a dynamic document
                                                                                                  that will continue to be revised as the Project develops and the needs and understanding of the local
                                                                                                  community change.
Other       ?    To the extent relevant, the impact of the following on the project     ? Identified material natural occurring risks: nil.
                 and/or on the estimation and classification of the Ore Reserve         ? Status of material legal agreements: all agreements are current and active. Detail of the status of the legal
            ?    Any identified material naturally occurring risks.                       agreements was not addressed in the BFS Technical Report. An independent legal review of the BFS document
            ?    The status of material legal agreements and marketing agreements.        by Falcon & Hume Attorneys at Law was undertaken in June 2019 and returned no material concerns.
            ?    The status of governmental agreements and approval critical to the     ? Status of material marketing agreements: agreements in the process of negotiation and no signed off-take
                 viability of the project, such as mineral tenement status, and           agreements are in place at the BFS stage.
                 government and statutory approvals. There must be reasonable           ? Tenement Status: Mineral tenure in South Africa is regulated by the MPRDA (2002) with the environmental
                 grounds to expect that all necessary Government approvals will be        aspects regulated by NEMA (1998), both managed under the authority of the DMR. The Project mineral tenure
                 received within the timeframes anticipated in the pre-feasibility of     or tenement holding comprises a set of contiguous prospecting rights surrounding the old PCM area: the Repli-
                 Feasibility study. Highlight and discuss the materiality of any          Copperton Prospecting Right (Repli Prospecting Right), the Vardocube Prospecting Right, the Bartotrax
                 unresolved matter that is dependent on a third party on which            Prospecting Right and the Repli-Doonies Pan Prospecting Right. Applications for mining rights have been
                 extraction of the reserve is contingent.                                 submitted to the DMR for both the Repli Prospecting Right area and the Vardocube Prospecting Right area.

                                                                                                                                                                                                                                                     80
Criteria   JORC Code explanation   Commentary

                                      The primary tenement licenses and applications are detailed below:
                                   Repli Prospecting Right:

                                        o   NC 30/5/1/1/2/2105PR (NC10445PR): A prospecting right renewal and a Section 102 (addition of further
                                            minerals), have been granted to Repli, in terms of section 17(1) of the MPRDA for copper, zinc, lead,
                                            silver, gold, sulphur, cobalt, barytes, limestone, stone aggregate, gravel, sulphur in pyrite, pyrite,
                                            molybdenum ore, tungsten ore, sand (general) and iron ore in respect of the farm Vogelstruis Bult No
                                            104, portion RE25 and portion 26 and the farm Slimes Dam 154, in the Prieska District, Northern Cape
                                            Province. The date of expiry is 2 November 2019 by which time Repli is anticipating having been granted
                                            the Mining Right which has been applied for.
                                       o Orion effectively holds a 70% interest in the project, with the remaining 30% as 20% BEE ownership + 5%
                                            Community Trust + 5% Employee Trust in compliance with Mining Charter III and existing legislation.
                                   Vardocube Prospecting Right:

                                        o     NC 30/5/1/1/2/11841PR: Vardocube has been awarded a prospecting right, in terms of section 17(1) of
                                              the MPRDA, for copper ore, zinc ore, lead, gold, cobalt, sulphur in pyrite, barytes, limestone, pyrite,
                                              tungsten and molybdenum in respect of the farm Vogelstruis Bult No 104, portion RE1 in the Prieska
                                              District, Northern Cape Province. The date of grant is 25 April 2018; valid for five (5) years. The
                                              Prospecting Right has been notarially executed and registration is in process.
                                   Orion effectively holds a 70% interest in the project, with the remaining 30% as 20% BEE ownership + 5%
                                   Community Trust + 5% Employee Trust in compliance with Mining Charter III and existing legislation.



                                   Repli Mining Right Application

                                        o   Mining Right: NC30/5/1/2/2/10138MR. The Repli Mining Right Application (MRA), in terms of Section 22
                                            of the MPRDA, 2002, for the Repli Prospecting area and commodities was submitted to the authorities,
                                            together with the pre-requisite EA application, on 6 April 2018. The application includes the proposed
                                            Mine Works Program and the SLP. The MRA application has been officially accepted and is in process.
                                   Vardocube Mining Right Application

                                        o      Mining Right: NC30/5/1/2/2/10146MR. The Vardocube Mining Right Application (MRA), in terms of
                                               Section 22 of the MPRDA, 2002, for the Repli Prospecting area and commodities was submitted to the
                                               authorities, together with the pre-requisite EA application, on 27 September 2018. The application
                                               includes the proposed Mine Works Program and the SLP. The MRA application is in process.
                                   ?   Tenure Compliance: At the time of writing, the prospecting rights were compliant with statutory fee payments,
                                       annual reporting and financial provision audits up to date.
                                   ?   According to the Department of Land Restitution and Reform, there are no land claims on any of the properties
                                       covered by the prospecting rights.
                                   ?   The Conditional Closure Certificate is discussed under “environmental”, above.
                                   ?   Government and statutory approvals: There are reasonable grounds to expect that all necessary government
                                       approvals will be received within the timeframes anticipated in the BFS.
                                   ?   Status of government agreements: Apart from the tenement status (addressed above) the Company is not aware
                                       of any government agreements necessary for the project to continue.
                                   ?   Discussions continue with the South African Department of Science and Technology to ensure compliance with
                                       technical aspects which may impact on the Square Kilometre Array (SKA) radio telescope, being built near
                                       Carnarvon over 40km from the Project.

                                                                                                                                                81
Criteria                 JORC Code explanation                                                           Commentary

                                                                                                         ? In 1987, Armaments Corporation of South Africa (SOC) Ltd (Armscor), a State-owned enterprise for acquiring
                                                                                                           defence capabilities for the South African Defence Force and other State agencies, established the Alkantpan
                                                                                                           ballistic test range on ground neighbouring the Project area (Alkantpan) These surface rights are unlikely to
                                                                                                           interfere with mine development and operating activities.
                                                                                                         ? A MoU is in place with the Siyathemba Municipality regarding the supply of bulk water to the mine. Final water
                                                                                                           tariffs are under negotiation.
                                                                                                         ? The engineering design of the planned construction of the Feeder Bay within the Cuprum Sub-station has been
                                                                                                           approved by the Eskom Technical Evaluation Forum which took place in December 2018. Repli has paid all fees
                                                                                                           required to date to Eskom to allow the process to continue for Eskom to sign the long-term power agreement.
                                                                                                         ? Repli is in the process of engaging with Transnet for rail transport logistics from the Groveput rail siding to
                                                                                                           Ngqura Port.
                                                                                                         ? Unresolved matters with 3rd parties which would materially affect the results of the BFS – none.
Classification            ?    The basis for the classification of the Ore Reserves into varying         ? Indicated Resources were converted into Probable Ore Reserves based on the mine planning process using
                               confidence categories.                                                      appropriate modifying factors.
                          ?    Whether the result appropriately reflects the competent Person’s          ? There are no Measured Mineral Resources.
                               view of the deposit.
                          ?    The proportion of Probable Ore Reserves that have been derived
                               from Measured Mineral Resources (if any).
Audits or reviews         ?    The results of any audits or reviews of the Ore Reserve estimates.        ? At the time of writing a review of the mining plan and the reserves is in progress with SRK Consulting of
                                                                                                           Johannesburg
Discussion of relative    ?    Where appropriate a statement of the relative accuracy and                ? The level of accuracy for the BFS Technical Report is ± 15%.
accuracy/confidence            confidence level in the Ore Reserve estimate using an approach or         ? For the open-pit Supergene Mineral Resource, a 100% Indicated Mineral Resource and 0% Inferred Mineral
                               procedure deemed appropriate by the Competent Person. For                   Resource was used for the purposes of the JORC reporting.
                               example, the application of statistical or geostatistical procedures to   ? Mining studies for a Bankable Feasibility Study have been completed and further Optimisation Studies are in
                               quantify the relative accuracy of the reserve within stated                 progress.
                               confidence limits, or, if such an approach is not deemed appropriate,     ? It is noted that there is a level of inaccuracy around the Transnet costs for rail freight for the concentrate
                               a qualitative discussion of the factors which would affect the              transport as negotiations with Transnet are still in progress.
                               relative accuracy and confidence of the estimate.
                          ?    The statement should specify whether it relates to global or local
                               estimates, and, if local, state the relevant tonnages, which should be
                               relevant to technical and economic evaluation. Documentation
                               should include assumptions made and procedures used.
                          ?    Accuracy and confidence discussions should extend to specific
                               discussions of any applied Modifying Factors that may have
                               material impact on Ore Reserve viability, or for which there are
                               remaining areas of uncertainty at the current study stage.
                          ?    It is recognised that this may not be possible or appropriate in all
                               circumstances. These statements of relative accuracy and
                               confidence of the estimate should be compared with production
                               data, where available.


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