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ORION MINERALS LIMITED - Appendix 2A

Release Date: 19/08/2020 10:23
Code(s): ORN     PDF:  
Wrap Text
Appendix 2A

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”)

Appendix 2A

Application for quotation of +securities

Information or documents not available now must be given to ASX as soon as available. Information
and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. Further information on the requirement for the notification of
an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-
Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

    Question     Question                                                  Answer
    no

    1.1          *Name of entity                                           Orion Minerals Ltd
                 We (the entity here named) apply for
                 +quotation of the following +securities and
                 agree to the matters set out in
                 Appendix 2A of the ASX Listing Rules.1

    1.2          *Registration type and number                             ACN 098 939 274
                 Please supply your ABN, ARSN, ARBN, ACN or
                 another registration type and number (if you supply
                 another registration type, please specify both the type
                 of registration and the registration number).

    1.3          *ASX issuer code                                          ORN
                                       
    1.4          *This announcement is                                     - A new announcement
                 Tick whichever is applicable.                               An update/amendment to a previous
                                                                             announcement
                                                                             A cancellation of a previous
                                                                             announcement


1
     Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue
     will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been
     issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX
     under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see
     ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.


1.4a       *Reason for update                                         N/A
           Mandatory only if “Update” ticked in Q1.4 above. A
           reason must be provided for an update.

1.4b       *Date of previous announcement to this                     N/A
           update
           Mandatory only if “Update” ticked in Q1.4 above.

1.4c       *Reason for cancellation                                   N/A
           Mandatory only if “Cancellation” ticked in Q1.4 above.

1.4d       *Date of previous announcement to this                     N/A
           cancellation
           Mandatory only if “Cancellation” ticked in Q1.4 above.

1.5        *Date of this announcement                                 19 August 2020


Part 2 – Type of issue

Question   Question                                                   Answer
No.

2.1        *The +securities to be quoted are:                         - Being issued as part of a transaction or
           Select whichever item is applicable.                         transactions previously announced to
           If you wish to apply for quotation of different types of     the market in an Appendix 3B
           issues of securities, please complete a separate
           Appendix 2A for each type of issue.                          Being issued under a +dividend or
                                                                        distribution plan
                                                                        Being issued as a result of options being
                                                                        exercised or other +convertible
                                                                        securities being converted
                                                                        Unquoted partly paid +securities that
                                                                        have been paid up and are now quoted
                                                                        fully paid +securities
                                                                        +Restricted securities where the escrow
                                                                        period has expired or is about to expire
                                                                        +Securities previously issued under an
                                                                        +employee incentive scheme where the
                                                                        restrictions on transfer have ceased or
                                                                        are about to cease
                                                                        +Securities issued under an +employee
                                                                        incentive scheme that are not subject to
                                                                        a restriction on transfer or that are to be
                                                                        quoted notwithstanding there is a
                                                                        restriction on transfer
                                                                        Other

2.2a.1     *Date of Appendix 3B notifying the market                  7 August 2020 (being the third Appendix 3B
           of the proposed issue of +securities for                   released at 10.36am).
           which quotation is now being sought                        Please note that Orion Minerals lodged 3
           Answer this question if your response to Q2.1 is “Being    Appendix 3Bs on 7 August 2020 in
           issued as part of a transaction or transactions            connection with the Capital Raising
           previously announced to the market in an Appendix
           3B”                                                        announced to the ASX on 7 August 2020
                                                                      setting out the transactions referred to in
                                                                      this Appendix 2A (refer to 2.2a.2.1 for
                                                                      further detail).

2.2a.2     *Are there any further issues of +securities                Yes
           yet to take place to complete the
           transaction(s) referred to in the
           Appendix 3B?
           Answer this question if your response to Q2.1 is “Being
           issued as part of a transaction or transactions
           previously announced to the market in an Appendix
           3B”.

2.2a.2.1   *Please provide details of the further issues               The following further issues are to occur
           of +securities yet to take place to complete                under the transactions referred to in the
           the transaction(s) referred to in the                       two other Appendix 3Bs lodged on 7
           Appendix 3B                                                 August 2020 at 10.35am and 10.36am in
           Answer this question if your response to Q2.1 is “Being     connection with the transactions referred
           issued as part of a transaction or transactions             to in this Appendix 2A:
           previously announced to the market in an Appendix
           3B” and your response to Q2.2a.2 is “Yes”.                  •     19,100,725 Shares pursuant to
           Please provide details of the proposed dates and                  Tranche 2 of the Placement
           number of securities for the further issues. This may             announced to the ASX on 7 August
           be the case, for example, if the Appendix 3B related to           2020 and as referred to in the second
           an accelerated pro rata offer with an institutional               Appendix 3B released on 7 August
           component being quoted on one date and a retail
           component being quoted on a later date.                           2020 at 10.36am, subject to receipt of
                                                                             both shareholder approval (to be
                                                                             sought at a shareholder meeting to be
                                                                             held on or around 30 September 2020)
                                                                             and FIRB approval.
                                                                       •     122,075,745 Shares to be issued in
                                                                             consideration for the reduction of
                                                                             amounts re-payable to Tembo under
                                                                             the Loan Facility, as announced to the
                                                                             ASX on 7 August 2020 and as referred
                                                                             to in the first Appendix 3B released on
                                                                             7 August 2020 at 10.35am. The issue
                                                                             of these Shares is subject to receipt of
                                                                             both shareholder approval (to be
                                                                             sought at a shareholder meeting to be
                                                                             held on or around 30 September 2020)
                                                                             and FIRB approval.


2.2b.1     *Date of Appendix 3A.1 lodged with ASX in                   N/A
           relation to the underlying +dividend or
           distribution
           Answer this question if your response to Q2.1 is “Being
           issued under a dividend or distribution plan”.

2.2b.2     *Does the +dividend or distribution plan                    N/A
           meet the requirement of listing rule 7.2
           exception 4 that it does not impose a limit
           on participation?
           Answer this question if your response to Q2.1 is “Being
           issued under a dividend or distribution plan”.
           Note: Exception 4 only applies where security holders
           are able to elect to receive all of their dividend or
           distribution as securities. For example, Exception 4
           would not apply in the following circumstances: 1) The
           entity has specified a dollar limit on the level of
           participation e.g. security holders can only participate
           to a maximum value of $x in respect of their
           entitlement, or 2) The entity has specified a maximum
           number of securities that can participate in the plan
           e.g. security holders can only receive securities in lieu
           of dividend payable for x number of securities.

2.2c.1     Please state the number and type of                          N/A
           options that were exercised or other
           +convertible securities that were converted
           (including their ASX security code)
           Answer this question if your response to Q2.1 is “Being
           issued as a result of options being exercised or other
           convertible securities being converted”.

2.2c.2     And the date the options were exercised or                   N/A
           other +convertible securities were
           converted
           Answer this question if your response to Q2.1 is “Being
           issued as a result of options being exercised or other
           convertible securities being converted”.
           Note: If this occurred over a range of dates, enter the
           date the last of the options was exercised or
           convertible securities was converted.

2.2d.1     Please state the number and type of partly                   N/A
           paid +securities (including their ASX
           security code) that were fully paid up
           Answer this question if your response to Q2.1 is
           “Unquoted partly paid securities that have been paid
           up and are now quoted fully paid securities”.

2.2d.2     And the date the +securities were fully paid                 N/A
           up
           Answer this question if your response to Q2.1 is
           “Unquoted partly paid securities that have been paid
           up and are now quoted fully paid securities”.
           Note: If this occurred over a range of dates, enter the
           date the last of the securities was fully paid up.

2.2e.1     Please state the number and type of                          N/A
           +restricted securities (including their ASX
           security code) where the escrow period has
           expired or is about to expire
           Answer this question if your response to Q2.1 is
           “Restricted securities where the escrow period has
           expired or is about to expire”.

2.2e.2     And the date the escrow restrictions have                    N/A
           ceased or will cease
           Answer this question if your response to Q2.1 is
           “Restricted securities where the escrow period has
           expired or is about to expire”.
           Note: If this occurred over a range of dates, enter the
           date the last of the escrow restrictions has ceased or
           will cease.

2.2f.1     Please state the number and type of                          N/A
           +securities (including their ASX security
           code) previously issued under the
           +employee incentive scheme where the
           restrictions on transfer have ceased or are
           about to cease
           Answer this question if your response to Q2.1 is
           “Securities previously issued under an employee
           incentive scheme where the restrictions on transfer
           have ceased or are about to cease”.

2.2f.2     And the date the restrictions on transfer                    N/A
           have ceased or will cease:
           Answer this question if your response to Q2.1 is
           “Securities previously issued under an employee
           incentive scheme where the restrictions on transfer
           have ceased or are about to cease”.
           Note: If this occurred over a range of dates, enter the
           date the last of the restrictions on transfer has ceased
           or will cease.

2.2g.1     Please state the number and type of                          N/A
           +securities (including their ASX security
           code) issued under an +employee incentive
           scheme that are not subject to a restriction
           on transfer or that are to be quoted
           notwithstanding there is a restriction on
           transfer
           Answer this question if your response to Q2.1 is
           “Securities issued under an employee incentive
           scheme that are not subject to a restriction on transfer
           or that are to be quoted notwithstanding there is a
           restriction on transfer”.

2.2g.2     *Please attach a document or provide                        N/A
           details of a URL link for a document lodged
           with ASX detailing the terms of the
           +employee incentive scheme or a summary
           of the terms.
           Answer this question if your response to Q2.1 is
           “Securities issued under an employee incentive
           scheme that are not subject to a restriction on transfer
           or that are to be quoted notwithstanding there is a
           restriction on transfer”.

2.2g.3     *Are any of these +securities being issued                  N/A
           to +key management personnel (KMP) or
           an +associate
           Answer this question if your response to Q2.1 is
           “Securities issued under an employee incentive
           scheme that are not subject to a restriction on transfer
           or that are to be quoted notwithstanding there is a
           restriction on transfer”.

2.2g.3.a   *Provide details of the recipients and the number of +securities issued to each of them.

           Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are
           not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”
           and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If
           the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered
           holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of
           registered holder”.


            Name of KMP                          Name of registered holder                Number of +securities
            N/A


 2.2h.1         *The purpose(s) for which the entity is                      To raise additional working capital
                issuing the +securities is:
                                                                             To fund the retirement of debt
                Answer this question if your response to Q2.1 is
                “Other”.                                                     To pay for the acquisition of an asset
                You may select one or more of the items in the list.         [provide details below]
                                                                             To pay for services rendered
                                                                             [provide details below]
                                                                             Other [provide details below]

                                                                           Additional details:

                                                                           N/A


 2.2h.2         *Please provide any further information                    N/A
                needed to understand the circumstances in
                which you are applying to have these
                +securities quoted on ASX, including (if
                applicable) why the issue of the +securities
                has not been previously announced to the
                market in an Appendix 3B
                You must answer this question if your response to
                Q2.1 is “Other”. If there is no other information to
                provide, please answer “Not applicable” or “N/A”.

 2.2i           *Are these +securities being offered under                 N/A
                a +disclosure document or +PDS?
                Answer this question if your response to Q2.1 is any
                option other than “Being issued as part of a transaction
                or transactions previously announced to the market in
                an Appendix 3B”.

 2.2i.1         *Date of +disclosure document or +PDS?                     N/A
                Answer this question if your response to Q2.1 is any
                option other than “Being issued as part of a transaction
                or transactions previously announced to the market in
                an Appendix 3B” and your response to Q2.2i is “Yes”.
                Under the Corporations Act, the entity must apply for
                quotation of the securities within 7 days of the date of
                the disclosure document or PDS.

 2.3            *The +securities to be quoted are:                         - Additional +securities in a class that is
                Tick whichever is applicable                                 already quoted on ASX ("existing
                                                                             class")
                                                                             New +securities in a class that is not yet
                                                                             quoted on ASX ("new class")


Part 3A – number and type of +securities to be quoted (existing class or
          new class) where issue has previously been notified to ASX in
          an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously
announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.

 Question       Question                                                   Answer
 No.

 3A.1           *ASX security code & description                           ORN – Orion Minerals Ltd
 3A.2           *Number of +securities to be quoted                        3,807,348

Part 3B – number and type of +securities to be quoted (existing class)
          where issue has not previously been notified to ASX in an
          Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or
transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”.

 Question       Question                                                   Answer
 No.

 3B.1           *ASX security code & description                           N/A
 3B.2           *Number of +securities to be quoted                        N/A
 3B.3a          *Will the +securities to be quoted rank                    N/A
                equally in all respects from their issue date
                with the existing issued +securities in that
                class?
 3B.3b         *Is the actual date from which the                          N/A
               +securities will rank equally (non-ranking
               end date) known?
                Answer this question if your response to Q3B.3a is
                “No”.

 3B.3c          *Provide the actual non-ranking end date                   N/A
                Answer this question if your response to Q3B.3a is
                “No” and your response to Q3B.3b is “Yes”.

 3B.3d          *Provide the estimated non-ranking end                     N/A
                period
                Answer this question if your response to Q3B.3a is
                “No” and your response to Q3B.3b is “No”.

 3B.3e          *Please state the extent to which the                      N/A
                +securities do not rank equally:
                • in relation to the next dividend,
                   distribution or interest payment; or
                • for any other reason
                Answer this question if your response to Q3B.3a is
                “No”.
                For example, the securities may not rank at all, or may
                rank proportionately based on the percentage of the
                period in question they have been on issue, for the
                next dividend, distribution or interest payment; or they
                may not be entitled to participate in some other event,
                such as an entitlement issue.


Part 3C – number and type of +securities to be quoted (new class)
          where issue has not previously been notified to ASX in an
          Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or
transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “new class”.

 Question       Question                                                   Answer
 No.
3C.1    *Security description                                          N/A

3C.2    *Security type                                                   Ordinary fully or partly paid shares/units

                                                                         Options
        Select one item from the list that best describes the
        securities the subject of this form. This will determine
        more detailed questions to be asked about the security           +Convertible debt securities
        later in this section. Select “ordinary fully or partly paid
        shares/units” for stapled securities or CDIs. For                Non-convertible +debt securities
        interest rate securities, please select the appropriate
        choice from either “Convertible debt securities” or              Redeemable preference shares/units
        “Non-convertible debt securities”. Select “Other” for
        performance shares/units and performance                         Other
        options/rights or if the selections available in the list do
        not appropriately describe the security being issued.

3C.3    ISIN code
                                                                       N/A
        Answer this question if you are an entity incorporated
        outside Australia and you are seeking quotation of a
        new class of securities other than CDIs. See also the
        note at the top of this form.

3C.4    *Number of +securities to be quoted                            N/A

3C.5a   *Will all the +securities issued in this class                 N/A
        rank equally in all respects from the issue
        date?

3C.5b   *Is the actual date from which the                             N/A
        +securities will rank equally (non-ranking
        end date) known?
        Answer this question if your response to Q3C.5a is
        “No”.

3C.5c   *Provide the actual non-ranking end date                       N/A
        Answer this question if your response to Q3C.5a is
        “No” and your response to Q3C.5b is “Yes”.

3C.5d   *Provide the estimated non-ranking end                         N/A
        period
        Answer this question if your response to Q3C.5a is
        “No” and your response to Q3C.5b is “No”.

3C.5e   *Please state the extent to which the                          N/A
        +securities do not rank equally:
        • in relation to the next dividend,
           distribution or interest payment; or
        • for any other reason
        Answer this question if your response to Q3C.5a is
        “No”.
        For example, the securities may not rank at all, or may
        rank proportionately based on the percentage of the
        period in question they have been on issue, for the
        next dividend, distribution or interest payment; or they
        may not be entitled to participate in some other event,
        such as an entitlement issue.

3C.6    Please attach a document or provide a URL                      N/A
        link for a document lodged with ASX setting
        out the material terms of the +securities to
        be quoted
        You may cross-reference a disclosure document, PDS,
        information memorandum, investor presentation or
        other announcement with this information provided it
        has been released to the ASX Market Announcements
        Platform.

3C.7    *Have you received confirmation from ASX                       N/A
        that the terms of the +securities are
        appropriate and equitable under listing rule
        6.1?
        Answer this question only if you are an ASX Listing.
        (ASX Foreign Exempt Listings and ASX Debt Listings
        do not have to answer this question).
        If your response is “No” and the securities have any
        unusual terms, you should approach ASX as soon as
        possible for confirmation under listing rule 6.1 that the
        terms are appropriate and equitable.

3C.8    *Provide a distribution schedule for the new +securities according to the categories set out
        in the left hand column – including the number of recipients and the total percentage of the
        new +securities held by the recipients in each category.

          Number of +securities held             Number of holders                       Total percentage of
                                                                                         +securities held
          1 – 1,000
          1,001 – 5,000
          5,001 – 10,000
          10,001 – 100,000
          100,001 and over

        Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not
        have to answer this question) and the securities to be quoted have already been issued.

        Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to
        ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new
        +securities received by each of those recipients, and a distribution schedule for the securities when they are
        issued.

3C.9a   Ordinary fully or partly paid shares/units details
        Answer the questions in this section if you selected this security type in your response to Question 3C.2.

        *+Security currency                                         N/A
        This is the currency in which the face amount of an
        issue is denominated. It will also typically be the
        currency in which distributions are declared.

        *Will there be CDIs issued over the                         N/A
        +securities?

        *CDI ratio                                                  N/A
        Answer this question if you answered “Yes” to the
        previous question. This is the ratio at which CDIs can
        be transmuted into the underlying security (e.g. 4:1
        means 4 CDIs represent 1 underlying security
        whereas 1:4 means 1 CDI represents 4 underlying
        securities).

        *Is it a partly paid class of +security?                    N/A

        *Paid up amount: unpaid amount                              N/A
        Answer this question if answered “Yes” to the
        previous question.
        The paid up amount represents the amount of
        application money and/or calls which have been paid
        on any security considered ‘partly paid’
        The unpaid amount represents the unpaid or yet to
        be called amount on any security considered ‘partly
        paid’.
        The amounts should be provided per the security
        currency (e.g. if the security currency is AUD, then
        the paid up and unpaid amount per security in AUD).

        *Is it a stapled +security?                                N/A
        This is a security class that comprises a number of
        ordinary shares and/or ordinary units issued by
        separate entities that are stapled together for the
        purposes of trading.

3C.9b   Option details
        Answer the questions in this section if you selected this security type in your response to Question 3C.2.

        *+Security currency                                        N/A
        This is the currency in which the exercise price is
        payable.

        *Exercise price                                            N/A
        The price at which each option can be exercised and
        convert into the underlying security.
        The exercise price should be provided per the
        security currency (i.e. if the security currency is AUD,
        the exercise price should be expressed in AUD).

        *Expiry date                                               N/A
        The date on which the options expire or terminate.

        *Details of the number and type of                         N/A
        +security (including its ASX security code
        if the +security is quoted on ASX) that will
        be issued if an option is exercised
        For example, if the option can be exercised to receive
        one fully paid ordinary share with ASX security code
        ABC, please insert “One fully paid ordinary share
        (ASX:ABC)”.

3C.9c   Details of non-convertible +debt securities, +convertible debt securities, or
        redeemable preference shares/units
        Answer the questions in this section if you selected one of these security types in your response to Question
        3C.2.
        Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
        Debt and Hybrid Securities” for further information on certain terms used in this section

        *Type of +security                                           Simple corporate bond

        Select one item from the list                                Non-convertible note or bond

                                                                     Convertible note or bond

                                                                     Preference share/unit

                                                                     Capital note

                                                                     Hybrid security

                                                                     Other

        *+Security currency                                        N/A
        This is the currency in which the face value of the
        security is denominated. It will also typically be the
        currency in which interest or distributions are paid.

        Face value                                                 N/A
        This is the principal amount of each security.
        The face value should be provided per the security
        currency (i.e. if security currency is AUD, then the
        face value per security in AUD).

        *Interest rate type                                          Fixed rate

         Select one item from the list                               Floating rate   
         Select the appropriate interest rate type per the terms
         of the security. Definitions for each type are provided     Indexed rate
         in the Guide to the Naming Conventions and Security
         Descriptions for ASX Quoted Debt and Hybrid                 Variable rate
         Securities    
                                                                     Zero coupon/no interest

                                                                     Other

        Frequency of coupon/interest payments                        Monthly
        per year
                                                                     Quarterly
        Select one item from the list.
                                                                     Semi-annual

                                                                     Annual

                                                                     No coupon/interest payments

                                                                     Other

       First interest payment date                                 N/A
       A response is not required if you have selected “No
       coupon/interest payments” in response to the
       question above on the frequency of coupon/interest
       payments

      Interest rate per annum                                      N/A       % p.a.
      Answer this question if the interest rate type is fixed.

      *Is the interest rate per annum estimated                    N/A
      at this time?
      Answer this question if the interest rate type is fixed.

      If the interest rate per annum is estimated,                 N/A
      then what is the date for this information to
      be announced to the market (if known)
      Answer this question if the interest rate type is fixed
      and your response to the previous question is “Yes”.
      Answer “Unknown” if the date is not known at this
      time.

     *Does the interest rate include a reference                   N/A
     rate, base rate or market rate (e.g. BBSW    
     or CPI)?
     Answer this question if the interest rate type is
     floating or indexed.

     *What is the reference rate, base rate or                     N/A
     market rate? 
     Answer this question if the interest rate type is
     floating or indexed and your response to the previous
     question is “Yes”.

    *Does the interest rate include a margin                       N/A
    above the reference rate, base rate or
    market rate?
    Answer this question if the interest rate type is
    floating or indexed.

    *What is the margin above the reference                        N/A         % p.a.
    rate, base rate or market rate (expressed
    as a percent per annum)
    Answer this question if the interest rate type is
    floating or indexed and your response to the previous
    question is “Yes”.

    *S128F of the Income Tax Assessment                           s128F exempt
    Act status applicable to the +security
                                                                  Not s128F exempt
    Select one item from the list
    For financial products which are likely to give rise to a     s28F exemption status unknown
    payment to which s128F of the Income Tax                    - Not applicable
    Assessment Act applies, ASX requests issuers to
    confirm the s128F status of the security:
    •   “s128F exempt” means interest payments are not
        taxable to non-residents;
    •   “Not s128F exempt” means interest payments are
        taxable to non-residents;
    •   “s128F exemption status unknown” means the
        issuer is unable to advise the status;
    •   “Not applicable” means s128F is not applicable to
        this security

   *Is the +security perpetual (i.e. no maturity                  N/A
   date)?

   *Maturity date                                                 N/A
   Answer this question if the security is not perpetual

   *Select other features applicable to the                      Simple
   +security
                                                                 Subordinated
   Up to 4 features can be selected. Further information
   is available in the Guide to the Naming Conventions           Secured
   and Security Descriptions for ASX Quoted Debt and
   Hybrid Securities.                                            Converting

                                                                 Convertible

                                                                 Transformable

                                                                 Exchangeable

                                                                 Cumulative

                                                                 Non-Cumulative

                                                                 Redeemable

                                                                 Extendable

                                                                 Reset

                                                                 Step-Down

                                                                 Step-Up

                                                                 Stapled

                                                               - None of the above

    *Is there a first trigger date on which a                  No
    right of conversion, redemption, call or put
    can be exercised (whichever is first)?

    *If yes, what is the first trigger date                    N/A
    Answer this question if your response to the previous
    question is “Yes”.

    Details of the number and type of +security                N/A
   (including its ASX security code if the
    +security is quoted on ASX) that will be
    issued if the +securities to be quoted are
    converted, transformed or exchanged

    Answer this question if the security features include
    “converting”, “convertible”, “transformable” or
    “exchangeable”.

    For example, if the security can be converted into
    1,000 fully paid ordinary shares with ASX security
    code ABC, please insert “1,000 fully paid ordinary
    shares (ASX:ABC)”.

Part 4 – Issue details

Question   Question                                                  Answer
No.

4.1        *Have the +securities to be quoted been                   Yes
           issued yet?
4.1a       *What was their date of issue?                            19 August 2020
           Answer this question if your response to Q4.1 is
           “Yes”.

4.1b       *What is their proposed date of issue?                    N/A
           Answer this question if your response to Q4.1 is “No”.

4.2        *Are the +securities to be quoted being                   Yes
           issued for a cash consideration?
           If the securities are being issued for nil cash
           consideration, answer this question “No”.

4.2a       *In what currency is the cash consideration               AUD
           being paid
           For example, if the consideration is being paid in
           Australian Dollars, state AUD.
           Answer this question if your response to Q4.2 is
           “Yes”.

4.2b       *What is the issue price per +security                    $0.017 per Share
           Answer this question if your response to Q4.2 is “Yes”
           and by reference to the issue currency provided in
           your response to Q4.2a.
           Note: you cannot enter a nil amount here. If the
           securities are being issued for nil cash consideration,
           answer Q4.2 as “No” and complete Q4.2c and Q4.2d.

4.2c       Please describe the consideration being                   N/A
           provided for the +securities to be quoted
           Answer this question if your response to Q4.2 is “No”.

4.2d       Please provide an estimate (in AUD) of the                N/A
           value of the consideration being provided
           per +security for the +securities to be
           quoted
           Answer this question if your response to Q4.2 is “No”.

4.3        Any other information the entity wishes to                N/A
           provide about the issue

Part 5 – Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital of the entity
will comprise:

Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the
entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by
the entity.

If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and
include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).

Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the
escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.

5.1           *Quoted +securities (total number of each +class of +securities quoted on ASX following
              the +quotation of the +securities the subject of this application)

                ASX security code and description                                 Total number of +securities on issue
                ORN -Orion Minerals Ltd                                           3,245,708,912




5.2           *Unquoted +securities (total number of each +class of +securities issued but not quoted
              on ASX):

                ASX security code and description                                                 Total number of
                                                                                                  +securities on issue

                Unlisted options exercisable at $0.02 expiring 30 November 2020.                                   16,333,333
                Unlisted options exercisable at $0.035 expiring 30 November 2020.                                  18,333,333
                Unlisted options exercisable at $0.05 expiring 30 November 2020.                                   18,333,334
                Unlisted options exercisable at $0.03 expiring 31 May 2022.                                        12,100,000
                Unlisted options exercisable at $0.045 expiring 31 May 2022.                                       12,100,000
                Unlisted options exercisable at $0.06 expiring 31 May 2022.                                        12,100,000
                Unlisted options exercisable at $0.05 expiring 31 March 2023.                                       4,900,000
                Unlisted options exercisable at $0.06 expiring 31 March 2023.                                       4,900,000
                Unlisted options exercisable at $0.07 expiring 31 March 2023.                                       4,900,000
                Unlisted options exercisable at $0.04 expiring 30 April 2024.                                      30,500,000
                Unlisted options exercisable at $0.05 expiring 30 April 2024.                                      30,500,000
                Unlisted options exercisable at $0.06 expiring 30 April 2024.                                      30,500,000
                Unlisted options exercisable at $0.03 expiring 17 June 2024.                                       11,000,000
                Unlisted options exercisable at $0.028 expiring 31 March 2025.                                     10,500,000
                Unlisted options exercisable at $0.035 expiring 31 March 2025.                                     10,500,000
                Unlisted options exercisable at $0.04 expiring 31 March 2025.                                      10,500,000

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt
Listings do not need to complete this Part) and:
-     your response to Q2.1 is “Being issued under a dividend/distribution plan” and the response to Q2.2b.2 is “No”; or
-     your response to Q2.1 is “Other”.

Note that if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market
in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.


 Question      Question                                                   Answer
 No.

 6.1           *Has the entity obtained, or is it obtaining,              No
               +security holder approval for the issue
               under listing rule 7.1?
 6.1a          *Date of meeting or proposed meeting to                    N/A
               approve the issue under listing rule 7.1
               Answer this question if the response to Q6.1 is “Yes”.

 6.1b          *Are any of the +securities being issued                   Yes
               without +security holder approval using the
               entity’s 15% placement capacity under
               listing rule 7.1?
               Answer this question if the response to Q6.1 is “No”.

 6.1b.1        *How many +securities are being issued                     3,807,348
               without +security holder approval using the
               entity’s 15% placement capacity under
               listing rule 7.1?
               Answer this question if the response to Q6.1 is “No”
               and the response to Q6.1b is “Yes”.
               Please complete and separately send by email to your
               ASX listings adviser a work sheet in the form of
               Annexure B to Guidance Note 21 confirming the entity
               has the available capacity under listing rule 7.1 to
               issue that number of securities.

 6.1c          *Are any of the +securities being issued                   No
               without +security holder approval using the
               entity’s additional 10% placement capacity
               under listing rule 7.1A (if applicable)?
               Answer this question if the response to Q6.1 is “No”.

 6.1c.1        *How many +securities are being issued                     N/A
               without +security holder approval using the
               entity’s additional 10% placement capacity
               under listing rule 7.1A?
               Answer this question if the response to Q6.1 is “No”
               and the response to Q6.1c is “Yes”.
               Please complete and separately send by email to your
               ASX listings adviser a work sheet in the form of
               Annexure C to Guidance Note 21 confirming the entity
               has the available capacity under listing rule 7.1A to
               issue that number of securities.

Introduced 01/12/19, amended 31/01/20

Date: 19-08-2020 10:23:00
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