Directors' and Executives' Remuneration Reductions and Corporate Update
Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
(“Orion” or “the Company”)
Directors’ and Executives’ Remuneration Reductions and Corporate Update
Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) advises that as part of the implementation of cost
savings and asset preservation initiatives across its business due to the impact of COVID-19, as announced to the
ASX on 24 March 2020, a revised interim remuneration structure has been agreed with all Directors and Executives,
including Orion’s Managing Director and Chief Executive Officer, Mr Errol Smart, effective from 1 May 2020.
All Directors and Executives of the Company have agreed to significantly reduce the cash component of their
remuneration or fee packages. Non-Executive Directors have agreed to reduce Director fees to zero and
Executives’ have agreed to reduce the cash component of their remuneration or fee packages by 20%.
Changes to Mr Smart’s remuneration package include a significant reduction in the cash component of his
package. In addition, the short term and long term incentive component of Mr Smart’s remuneration package
has been aligned with that of other Executives, and the Company will seek approval for the issue of the unlisted
options from shareholders at the Company’s next General Meeting to be held on a date to be advised. The
principal components of Mr Smart’s revised remuneration structure are set out in Apprendix 1.
The Company has also significantly reduced the number of its employees and contractors and undertaken a
range of prudent initiatives which reflect the Board’s ongoing commitment to implement cost cutting measures in
recognition of the disruptions to planned activities as a result of ongoing COVID-19 lock-down and the related
uncertainty in financial markets. Revised short-medium term work programs are refocussed on the development
of the Company’s Prieska Copper-Zinc Project in South Africa’s Northern Cape Province (Prieska Project), with
exploration work currently suspended.
The Company’s key focus is the completion and reporting of optimisation studies for the development of the
Prieska Project. Following the completion of the Prieska Project Bankable Feasibility Study in June 2019, Orion has
been progressing optimisation studies and preparations for mine construction. The outcomes of these studies are
currently being incorporated into updated operating plans. Orion is targeting completion of all technical and
engineering work in early May 2020 which should enable the expected positive impact of these studies to be
released mid-May 2020.
Orion’s Chairman, Denis Waddell, commented:
“The Directors and the management team’s agreement to reduce the cash component of their fees
demonstrates the team’s commitment to the Company and the development of the Prieska Project. Orion has
assembled an excellent management team and it is pleasing that all members of the team have agreed to a
reduction in their remuneration to enable the Company to retain the team and maximise the funds available to
progress the development of the Prieska Project”.
This announcement is authorised by the Board.
29 April 2020
Investors Media JSE Sponsor
Errol Smart – Managing Director & CEO Nicholas Read Rick Irving
Denis Waddell – Chairman Read Corporate, Australia Merchantec Capital
T: +61 (0) 3 8080 7170 T: +61 (0) 419 929 046 T: +27 (0) 11 325 6363
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Appendix 1: Key terms of Mr Smart’s remuneration from 1 May 2020
The principal components of Mr Smart’s revised remuneration structure, which is effective 1 May 2020 are as
1. Fixed component of $257,600 per annum (FAR) (decreased from $300,000).
2. Mr Smart is eligible to participate in Orion’s short term incentive plan, to receive awards of up to 50% of his
FAR annually. Mr Smart's entitlement to any short term incentive award will be based on achievement of
certain key performance indicators and performance objectives, as determined by the Board in its
discretion. Any equity securities issued to Mr Smart under a short term incentive award, will be subject to
3. Mr Smart is eligible to participate in Orion's long term incentive plan, to receive awards of up to 50% of his
FAR. Mr Smart's entitlement to any long term incentive award will be subject to the achievement of certain
key performance indicators and performance objectives, as determined by the Board in its discretion. Any
equity securities issued to Mr Smart under a long term incentive award, will be subject to shareholder
4. Orion may terminate Mr Smart’s engagement at any time on 6 months’ notice. The terms of Mr Smart's
engagement permit Orion to make payment in lieu of notice, except where a payment is made upon
redundancy or in the event of a reorganisation (as contemplated in paragraph 5 below) (if applicable). Mr
Smart may terminate his engagement with Orion at any time on 3 months’ notice (unchanged).
5. In the event that the position of Managing Director and CEO is made redundant, or on the occurrence of a
reorganisation where Mr Smart gives notice of termination within 30 days of completion of the reorganisation,
Mr Smart will be entitled to be paid an amount equivalent to 6 months’ remuneration (unchanged).
In addition, as part of Mr Smart’s remuneration package, approval for the issue of the following unlisted options
will be sought from shareholders at the Company’s next General Meeting to be held on a date to be advised:
Number of options Exercise price Vest Expiry
10,000,000 $0.028 31 March 2020 31 March 2025
10,000,000 $0.035 31 March 2021 31 March 2025
10,000,000 $0.04 31 March 2022 31 March 2025
Date: 29-04-2020 08:29:00
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