Wrap Text
Notice of General Meeting
Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
NOTICE OF GENERAL MEETING
to be held on
Monday, 23 December 2019 at 2:00 p.m. (AWST) at
Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western
Australia
and
EXPLANATORY MEMORANDUM
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to voting.
TABLE OF CONTENTS
1. Notice of Meeting 4
2. Explanatory Memorandum 5
• Resolution 1 – Ratification of Prior Issue - Placement.
• Resolution 2 - Approval to amend Constitution.
3. Glossary 7
4. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are entitled to receive 4:00 p.m. (AWST) Tuesday, 19
the Notice of Meeting November 2019
Friday, 22
Posting of Notice of Meeting and announcement on SENS
November 2019
Last day to trade for Shareholders on South African Share register in 2:00 p.m. (AWST) Friday, 13
order to be entitled to vote at the Meeting December 2019
Voting record date 5:00 p.m. (SA Time) Thursday, 19
(JSE Share register) December 2019
4:00 p.m. (AWST) Saturday, 21
Voting record date
December 2019
Deadline for lodgement of proxy forms for Meeting 2:00 p.m. (AWST) Saturday, 21
(ASX Share register) December 2019
Deadline for lodgement of proxy forms for Meeting 2:00 p.m. (AWST) Thursday, 19
(JSE Share register) December 2019
2:00 p.m. (AWST) / Monday, 23
General Meeting 8:00 a.m. (SA Time) December 2019
TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
A General Meeting of Orion Minerals Ltd (ACN 098 939 274) will be held at 2:00 p.m. (AWST) (8:00 a.m. SA Time) on Monday,
23 December 2019 at:
Clayton Utz
Level 27, QV. 1 Building
250 St Georges Terrace
Perth, Western Australia
Your Vote is Important
The business of the General Meeting affects your shareholding and your vote is important.
Voting in Person
To vote in person, attend the General Meeting on the date and at the place set out above.
Voting by Proxy and Corporate Representatives
To vote by proxy, your Proxy Form must be received by the Company by no later than 2:00 p.m. (AWST) on Saturday, 21
December 2019. Proxy Forms can be lodged:
By mail: Link Market Services Limited Link Market Services South Africa (Pty) Ltd
Locked Bag A14 PO Box 4844
Sydney South NSW 1235 Johannesburg, 2000
By facsimile: (+61 2) 9287 0309 Not applicable
By email: Not applicable meetfax@linkmarketservices.co.za
Online: Shareholders may submit their ASX proxy instruction online on the Company’s Share Registry by
visiting www.linkmarketservices.com.au. Select ‘Investor Login’. Refer to ‘Single Holding’ and
enter Orion Minerals Ltd or the ASX code (ORN) in the Issuer Name field, your Security Reference
Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your proxy
form), postcode and Security Code which is shown on the screen and click ’Login’. Select ‘Vote’
under the ‘Action’ header and then follow the prompts to submit your proxy online. You will be
taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on
the website.
A Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy, who need not be a
Shareholder of the Company. A proxy may be an individual or a body corporate. If a Shareholder is entitled to cast two
or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise.
If a Shareholder appoints two proxies and their appointment does not specify the proportion or number of the Shareholder's
votes the proxy may exercise, each proxy may exercise one half of the Shareholder's votes. If a Shareholder appoints two
proxies, neither may vote on a show of hands.
Shareholders and their proxies should be aware that if proxy holders vote, they must cast all directed proxies as directed,
and any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be
executed in accordance with the Corporations Act.
The proxy form and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received at the
Company’s Share Registry at least 48 hours before the commencement of the General Meeting or any adjournment of that
Meeting.
If a representative of a corporate Shareholder or a corporate proxy is to attend the Meeting pursuant to section 250D of
the Corporations Act, a certificate of appointment of the representative must be produced prior to the admission to the
Meeting. A form of certificate of appointment can be obtained from the Company's registered office.
Voting Entitlements
Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the shareholding
of each Shareholder for the purposes of ascertaining the voting entitlements for the General Meeting will be as it appears
in the Share register at 4.00 p.m. (AWST) on Saturday, 21 December 2019.
Attendance via teleconference
Shareholders may join the Meeting via conference call, however, no voting rights will apply. Details on how to access the
conference call will be available on the Company’s website, www.orionminerals.com.au.
Notice of General Meeting
Notice is given that the General Meeting of the Shareholders of Orion Minerals Ltd (Company) will be held at Clayton Utz,
Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western Australia on Monday, 23 December 2019 commencing at
2:00 p.m. (AWST).
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at
the General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
Agenda
Resolution 1 – Ratification of Prior Issue –Placement
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
308,704,150 Shares, at an issue price of $0.025 each, on the terms and conditions set out in the Explanatory
Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who
participated in the issue and any Associates of those persons. However, this does not apply to a vote cast in favour of a
resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the
directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the person chairing the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in
accordance with a direction given to the person chairing the Meeting to vote as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on the resolution; and
ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 2 – Amendment to Constitution
To consider and, if thought fit, to pass, the following resolution as a special resolution:
“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given
to the Company to modify the Constitution, by making the amendments summarised in the Explanatory
Memorandum.”
DATED: 22 November 2019
By Order of the Board
Martin Bouwmeester
Company Secretary
Explanatory Memorandum to accompany Notice of General Meeting
This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to
make an informed decision on the business to be conducted at the General Meeting.
The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to
the Resolutions.
Resolution 1 – Ratification of Prior Issue –Placement
Background
On 1 November 2019, 5 November 2019 and 22 November 2019 (Issue Date), the Company issued 308,704,150 Shares at
an issue price of $0.025 per Share to raise $7.77 million, following the announcement of a capital raising on 25 October 2019
and 14 November 2019 (Placement).
As part of the Placement, Tembo Capital Mining Fund II LP and its affiliated entities (Tembo Capital), confirmed its continued
support of Orion through subscribing for $2.5 million in the Placement in reliance on the 3% Creep Exemption (as that term
is defined below).
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares under the Placement.
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a
listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary
securities it had on issue at the start of that period.
The Placement does not fit within any of these exceptions and, as it has not yet been approved by the Company's
Shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company's capacity to issue
further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the Issue
Date.
ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been
made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does
not reduce the company's capacity to issue further equity securities without shareholder approval under that ASX Listing
Rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having
to obtain Shareholder approval for such issues under ASX Listing Rule 7.1. To this end, Resolution 1 seeks Shareholder approval
for the Placement under and for the purposes of ASX Listing Rule 7.4.
If Resolution 1 is passed, the Placement will be excluded in calculating the Company's 15% limit in ASX Listing Rule 7.1,
effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period
following the Issue Date. If Resolution 1 is not passed, the Placement will be included in calculating the Company's 15% limit
in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over
the 12 month period following the Issue Date.
Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Shares issued
pursuant to the Placement:
(a) the Shares were issued to sophisticated or professional investors in accordance with sections 708(8) and (11) of the
Corporations Act, as selected by the Company. Tembo Capital was a participant in the Placement. None of the
subscribers were related parties of the Company;
(b) 308,704,150 Shares were issued;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares;
(d) the Shares were issued on 1 November 2019, 5 November 2019 and 22 November 2019;
(e) the issue price was $0.025 per Share;
(f) the Company intends to use the funds raised for bankable feasibility study optimisation studies and early works at
the Prieska Copper-Zinc Project, with the remainder earmarked for exploration on the Company’s tenements in the
Northern Cape of South Africa and for general working capital purposes; and
(g) a voting exclusion statement is included with the Resolution.
Corporations Act prohibition
Section 606 of the Corporations Act prohibits a person acquiring a relevant interest in issued voting shares in a listed
company if, as a result of the acquisition that person's or someone else's voting power in the company increases from 20%
or below, to more than 20%, or from a starting point that is above 20% and below 90%.
Exceptions to the section 606 prohibition
There are various exceptions to the prohibition in section 606 of the Corporations Act. Section 611 of the Corporations Act
contains a table setting out circumstances in which acquisitions of relevant interests are exempt from the prohibition. Item
9 of the table in section 611 of the Corporations Act provides an exemption for acquisitions of no more than 3% in every 6
months, provided that throughout the 6 months before the acquisition that person has had voting power in the company
of at least 19% (3% Creep Exemption).
Immediately prior to the issue of Shares pursuant to the Placement, Tembo Capital's voting power was 24.11%. Tembo
Capital acquired the Shares pursuant to the Placement in reliance on the 3% Creep Exemption and, following the issue of
Shares pursuant to the Placement, the voting power of Tembo Capital was 25.03%.
Directors' recommendation and voting intentions
The Independent Directors recommend that Shareholders vote in favour of Resolution 1. Each Independent Director intends
to vote the Shares they control in favour of Resolution 1.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 1.
Resolution 2 – Amendment to Constitution
Background
Under section 136(2) of the Corporations Act, a company can modify its constitution or a provision of its constitution by
special resolution. Accordingly, the Company seeks Shareholder approval to amend its Constitution by Special Resolution
of Shareholders as set out below.
A copy of the amended constitution will be available for inspection at the office of the Company during normal business
hours. A copy of the amended constitution can also be sent to Shareholders upon request to the Company Secretary.
Changes to the ASX Listing Rules will commence on 1 December 2019 pursuant to which listed companies are required to
include in their constitutions certain provisions regarding Restricted Securities (as that term is defined in the ASX Listing Rules)
if the company has any Restricted Securities on issue. Although the Company does not presently have any Restricted
Securities on issue and does not have any present or pending intention to undertake a transaction which would result in the
issue of Restricted Securities, the Board considers it prudent to take this opportunity to update the Company’s Constitution
to provide the Company with the flexibility to issue Restricted Securities in any future transactions.
As of 1 December 2019, ASX intends to apply a two-tier escrow regime to the implementation of escrow restrictions:
(a) in respect of more significant holders of Restricted Securities and their controllers, the ASX may require such holders
to execute a formal escrow agreement in the form of Appendix 9A of the ASX Listing Rules (as is currently the case);
and
(b) in respect of less significant holders, the ASX may permit companies to rely on provisions in its constitution imposing
appropriate escrow restrictions on the holders of Restricted Securities and the Company may simply give notice to
holders of Restricted Securities (in the form to be set out in a new Appendix 9C to the ASX Listing Rules) advising
them of those restrictions.
To allow for the operation of the new two-tier escrow regime, the Company is proposing to update its Constitution regarding
Restricted Securities.
Proposed amendment to the Constitution
If Resolution 2 is approved, the Company’s Constitution will be amended to give effect the following changes to the ASX
Listing Rules regarding Restricted Securities.
The amendment will delete existing clause 2.12 of the Constitution and replace it with the following new provision:
"2.12 Restricted Securities
The Company shall comply in respects with the requirements of the Listing Rules with respect to Restricted Securities. Without
limiting the generality of the above:
(a) A holder of Restricted Securities must not dispose of, or agree or offer to dispose of, the Restricted Securities during
the escrow period applicable to those securities except as permitted by the Listing Rules or ASX.
(b) If the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in
writing that the Restricted Securities are to be kept on the Company's issuer sponsored subregister and are to have
a holding lock applied for the duration of the escrow period applicable to those securities.
(c) The Company will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of
Restricted Securities during the escrow period applicable to those securities except as permitted by the Listing Rules
or ASX.
(d) A holder of Restricted Securities will not be entitled to participate in any return of capital on those securities during
the escrow period applicable to those securities except as permitted by the Listing Rules or ASX.
(e) If a holder of Restricted Securities breaches a Restriction Deed (as that term is defined in the Listing Rules) or a
provision of this Constitution restricting a disposal of those securities, the holder will not be entitled to any dividend
or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues."
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 2. Each Director intends to vote the Shares they
control in favour of Resolution 2.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 2.
Glossary
$ means Australian dollars.
General Meeting or Meeting means the meeting convened by the Notice.
ASIC means Australian Securities and Investments Commission.
Associate has the meaning given in the ASX Listing Rules.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
AWST means Australian Western Standard Time.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day,
Boxing Day, and any other day that ASX declares is not a business day.
Chair or Chairman means the chairperson of the Meeting.
Company or Orion means Orion Minerals Ltd (ACN 098 939 274).
Constitution means the Company’s constitution, as amended from time to time.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Memorandum means the explanatory memorandum accompanying the Notice.
JSE means the Johannesburg Stock Exchange.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.
Placement has the meaning given in the Background to Resolution 1 in the Explanatory Memorandum.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Restricted Securities has the meaning given in the ASX Listing Rules.
SA Time means South African time.
SENS means the JSE news service.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a member of the Company from time to time.
Share Registry means Link Market Services Limited.
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
Date: 22/11/2019 09:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
