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Notice of General Meeting
Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
("Orion" or "the Company")
NOTICE OF GENERAL MEETING
to be held on
Tuesday, 29 September 2020 at 3:00 p.m. (AWST) at
Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western
Australia and by webcast
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.
IMPORTANT INFORMATION REGARDING COVID-19
The Company is closely monitoring the impact of COVID-19 in Western Australia and is seeking to follow
guidance from the Federal Government and State Governments.
The Company is taking precautions to facilitate an in person meeting in accordance with COVID-19
restrictions. However, due to the ongoing COVID-19 pandemic, we strongly encourage you to vote by
completing and returning the separately enclosed Appointment of Proxy form in accordance with its
instructions and participate in the Meeting via teleconference or webcast (as discussed in this Notice of
Meeting), rather than attending in person. If you do not wish to attend the Meeting in person, you must vote
by way of Proxy in accordance with its instructions.
If you nevertheless choose to attend in person, to assist us in ensuring compliance with social distancing
requirements and other COVID-19 restrictions, you must register your intention to attend with the Company
Secretary at least 48 hours before the Meeting (email: info@orionminerals.com.au). Space at the Meeting may
be limited to ensure compliance with social distancing requirements.
The Australian government is implementing a wide range of measures to contain or delay the spread of COVID-
19. If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s
Notice of Meeting, the Company will notify Shareholders accordingly via the Company’s ASX Announcement
Platform at asx.com.au (ASX: ORN). Any Shareholders who plan to physically attend the Meeting should closely
monitor these platforms for any updates by the Company in regard to attending the Meeting in person and
alternative arrangements.
A PROXY FORM IS ENCLOSED AND YOU ARE STRONGLY ENCOURAGED TO COMPLETE AND RETURN IT IN
ACCORDANCE WITH THE SPECIFIED DIRECTIONS.
TABLE OF CONTENTS
1. Notice of Meeting 4
2. Explanatory Memorandum 5
• Resolution 1 – Ratification of Prior Issue – General Placement Shares.
• Resolution 2 – Approval to Issue Shares – Tembo Placement Shares.
• Resolution 3 – Approval to Issue Shares – Tembo Loan Facility Shares.
• Resolution 4 – Proposed grant of Director Options to Mr Errol Smart (or his nominee).
3. Glossary 13
4. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are entitled to receive 5:00 p.m. (AWST) Tuesday, 25
the Notice of Meeting August 2020
Posting of Notice of Meeting and announcement on SENS Friday, 28
August 2020
Last day to trade for Shareholders on South African Share register in 3:00 p.m. (AWST) Thursday, 17
order to be entitled to vote at the Meeting September 2020
Voting record date 5:00 p.m. (SA Time) Wednesday, 23
(JSE Share register) September 2020
Voting record date 3:00 p.m. (AWST) Sunday, 27
September 2020
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Sunday, 27
(ASX Share register) September 2020
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Wednesday, 23
(JSE Share register) September 2020
General Meeting 3:00 p.m. (AWST) / Tuesday, 29
9:00 a.m. (SA Time) September 2020
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 3:00 p.m. (AWST) (9:00 a.m. SA Time) on Tuesday,
29 September 2020 by webcast (refer below for details) and 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.
IMPORTANT INFORMATION REGARDING COVID-19
The Company is closely monitoring the impact of COVID-19 in Western Australia and is seeking to follow guidance from the
Federal Government and State Governments.
Shareholders are encouraged to vote by completing and returning a directed Appointment of Proxy form in accordance
with its instructions and participate in the Meeting via teleconference or webcast, rather than attending in person. If you
do not attend the Meeting in person, you must vote by way of Proxy in accordance with its instructions.
If you nevertheless choose to attend in person, you must register your intention to attend with the Company Secretary at
least 48 hours before the Meeting (email: info@orionminerals.com.au). Space at the Meeting may be limited to ensure
compliance with social distancing requirements.
If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s Notice of
Meeting, the Company will notify Shareholders accordingly via the Company’s ASX Announcement Platform at asx.com.au
(ASX: ORN). Please monitor these platforms for any updates by the Company regarding alternative arrangements.
Details on how Shareholders may vote are set out below.
Attendance via teleconference
Shareholders may join (and ask questions at) the Meeting via conference call, however, no real-time voting rights will apply
for those Shareholders joining the Meeting via conference call.
If you wish to vote, you must complete and return a directed Appointment of Proxy form in accordance with its instructions.
Proxy forms must be submitted to the Company's share registry by 3.00pm (AWST), on Sunday 27 September 2020 online or
by post (see "Voting by Proxy and Corporate Representatives" below). Shareholders can lodge a proxy by following the
instructions on their personalised proxy form.
Details on how to access the conference call will be available on the Company’s website, www.orionminerals.com.au.
Voting in Person
To vote in person, attend the General Meeting on the date and at the place set out above.
Voting by Proxy and Corporate Representatives
To vote by proxy, your Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Sunday, 27
September 2020. 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 3:00 p.m. (AWST) on Sunday, 27 September 2020.
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 and by webcast on 29 September 2020
commencing at 3:00 p.m. (AWST).
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at
the General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
Agenda
Resolution 1 – Ratification of Prior Issue – General Placement Shares
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
346,148,515 Shares, at an issue price of $0.017 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 this
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 – Approval to Issue Shares – Tembo Placement Shares
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, subject to the extent permitted by item 9 of section 611 of the Corporations Act 2001 (Cth), for the
purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up
to19,100,725 Shares to Tembo Capital Mining Fund II LP (or its nominee) at an issue price of $0.017 per Share
(being the consideration per Share in the General Placement (refer Resolution 1)), and otherwise 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 Tembo Capital Mining Fund II LP
(and its nominee) or any other person who will obtain a material benefit as a result of the issue of the shares (except a
benefit solely by reason of being a holder of Shares in the Company) and any of their Associates. However, this does not
apply to a vote if it is cast in favour of the 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 3 – Approval to Issue Shares – Tembo Loan Facility Shares
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, subject to the extent permitted by item 9 of section 611 of the Corporations Act 2001 (Cth), for the
purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up
to 122,075,745 Shares to Tembo Capital Mining Fund II LP (or its nominee) at a deemed issue price of $0.017
per Share (being the consideration per Share in General Placement 1 (refer Resolution 1)), and otherwise 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 Tembo Capital Mining Fund II LP
(and its nominee) or any other person who will obtain a material benefit as a result of the issue of the shares (except a
benefit solely by reason of being a holder of Shares in the Company) and any of their Associates. However, this does not
apply to a vote if it is cast in favour of the 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 4 – Proposed grant of Director Options to Mr Errol Smart (or his nominee)
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the grant of
30,000,000 Director Options to Mr Errol Smart (or his nominee) on the terms and conditions set out in the
Explanatory Memorandum.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Errol Smart (or
his nominee) and any other person who will obtain a material benefit as a result of the issue of the Director Options (except
solely by reason of being a holder of Shares in the Company) and any of their Associates. However, this does not apply to
a vote if it is cast in favour of the Resolution by:
(a) a person as 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.
In addition, a vote on Resolution 4 must not be cast, and the Company will disregard votes cast by a member of Key
Management Personnel or their Closely Related Parties as proxy, where the appointment does not specify the way the
proxy is to vote, unless the proxy is the Chairman and has been expressly authorised to vote on behalf of someone entitled
to vote on this Resolution 4, even though it is connected with the remuneration of Key Management Personnel.
DATED: 24 August 2020
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.
Background to Resolutions 1, 2 and 3 – Capital Raising
As announced on 7 August 2020, the Company is undertaking a capital raising to raise approximately $6.2 million through
the issue of approximately 365 million Shares to professional and sophisticated investors at an issue price of $0.017 per Share.
Shareholder approval is also being sought for Tembo, to subscribe for Shares at the same issue price of $0.017 per Share
(together the Capital Raising). The Capital Raising will be conducted via two general placement tranches and the
additional issue to Tembo.
(a) Tranche 1: Through the issue of Shares on 12 August 2020 and 19 August 2020, the Company completed the first
stage of the Capital Raising by issuing a total of 346,148,515 Shares at $0.017 per Share to professional and
sophisticated investors to raise approximately $5.9 million (General Placement). The Shares issued pursuant to the
General Placement did not require Shareholder approval under the ASX Listing Rules as they were issued pursuant
to the Company’s placement capacity under ASX Listing Rule 7.1. However, ratification of the issue is being sought
from members pursuant to ASX Listing Rule 7.4 to allow for future equity fundraising flexibility (refer to Resolution 1
below for further details).
(b) Tranche 2: The second stage of the Capital Raising involves a further placement of 19,100,725 Shares at an issue
price of $0.017 per Share to Tembo to raise approximately $0.3 million (Tembo Placement Shares) (Tembo
Placement) which is subject to Shareholder approval pursuant to ASX Listing Rule 10.11 (refer to Resolution 2 below
for further details). Together, the General Placement and the Tembo Placement will raise a total of $6.2 million.
(c) Issue to Tembo: The third stage of the Capital Raising involves a further placement of 122,075,745 Shares to Tembo,
at a deemed issue price of $0.017 per Share (Tembo Loan Conversion Placement), being the issue price for Shares
issued under the General Placement and Tembo Placement, the consideration for which will be a repayment of
the Convertible Loan in full (being an amount equal to approximately $2.1 million) (Tembo Loan Facility Shares). The
issue of the Tembo Loan Facility Shares is subject to Shareholder approval pursuant to ASX Listing Rule 10.11 (refer
to Resolution 3 below for further details).
All Shares to be issued under the General Placement were issued to sophisticated and professional investors, none of whom
are related parties or associates of the Company. Tembo is a substantial (10%+) holder in the Company who has nominated
a Director to the Board of the Company, and is therefore a party to whom ASX Listing Rule 10.11 applies. The approval of
the Treasurer is also required for the issue of the Tembo Placement Shares and Tembo Loan Facility Shares (FIRB Approval).
The Company intends to use the funds raised from the issue of Shares pursuant to the General Placement and the Tembo
Placement principally progress the development the Company’s Prieska Copper-Zinc Project in South Africa and related
activities and for general working capital purposes. The Tembo Loan Facility Shares are being issued in consideration for
repayment of the Convertible Loan in full.
Resolution 1 – Ratification of Prior Issue – General Placement Shares
Background
Through the issue of Shares on 12 August 2020 and 19 August 2020 (Issue Date), the Company issued 346,148,515 Shares at
an issue price of $0.017 per Share to raise $5.9 million as Tranche 1 of the Capital Raising.
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares under the General
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 General Placement does not fit within any of these exceptions and, as it has not yet been approved by the Company's
Shareholders, it effectively utilises 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 (provided that the previous issue did not breach ASX Listing Rule 7.1). 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 issue of Shares under the General Placement under and for the purposes of ASX Listing Rule 7.4.
If Resolution 1 is passed, the Shares issued under the General 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 Shares issued under the General
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 7.5
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 General Placement:
(a) the Shares were issued to eligible sophisticated or professional investors in Australia, South Africa and Germany, as
identified by the Company. None of the subscribers were related parties, or Associates of related parties, of the
Company;
(b) 346,148,515 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 12 August 2020 and 19 August 2020;
(e) the issue price was $0.017 per Share;
(f) the Company intends to use the funds raised from the issue of Shares pursuant to the General Placement to progress
the funding and development the Company’s Prieska Copper-Zinc Project and for general working capital
purposes; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 1. Each Director intends to vote the Shares they
control in favour of Resolution 1.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 1.
Background to Resolutions 2 and 3 – Approval to Issue Shares – Tembo Placement Shares and Tembo Loan
Facility Shares
Background
Resolution 2 seeks Shareholder approval for the purposes of ASX Listing Rule 10.11 for the issue of up to 19,100,725 Shares to
Tembo under the Tembo Placement at an issue price of $0.017 per Share to raise approximately $0.3 million.
Resolution 3 seeks Shareholder approval for purposes of ASX Listing Rule 10.11 for the issue of up to 122,075,745 Shares to
Tembo under the Tembo Loan Conversion Placement at a deemed issue price of $0.017, in consideration for repaying all
amounts owing to Tembo under the Convertible Loan.
ASX Listing Rule 10.11
ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not
issue or agree to issue equity securities to:
10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder
in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder
in the company and who has nominated a director to the board of the company pursuant to a relevant
agreement which gives them a right or expectation to do so;
10.11.4 an Associate of any of the abovementioned persons; or
10.11.5 a person whose relationship with the company or a person referred to above is such that, in ASX's opinion, the
issue or agreement should be approved by its shareholders,
unless it obtains the approval of its shareholders.
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 General Placement, Tembo's voting power was 24.01%. Immediately
following the issue of Shares pursuant to the General Placement and as at the date of this Notice, Tembo's voting power is
21.45%. Assuming Resolution 2 and Resolution 3 are passed, and all Shares are issued pursuant to the Tembo Placement and
the Tembo Convertible Loan Conversion Placement, the voting power of Tembo will be 24.73%. If Resolution 2 is passed, but
Resolution 3 is not passed and all Shares are issued pursuant to the Tembo Placement, the voting power of Tembo will be
21.91%. If Resolution 2 is not passed, but Resolution 3 is passed and all Shares are issued pursuant to the Tembo Loan
Conversion, the voting power of Tembo will be 24.30%.
The Company will not issue any Shares to Tembo (or its nominee) under either or both Resolution 2 or Resolution 3 if to do so
would result in a contravention of section 606 of the Corporations Act, and accordingly, Tembo's (or its nominee's)
participation will be limited to the extent that it can rely on the 3% Creep Exemption (see below).
Resolution 2 – Approval to Issue Shares – Tembo Placement Shares
Background
The Tembo Placement falls within ASX Listing Rule 10.11.3 and does not fall within any of the exceptions in ASX Listing Rule
10.12. It therefore requires the approval of the Company's Shareholders under ASX Listing Rule 10.11. Tembo's participation
in the Tembo Placement is subject to receipt of both Shareholder approval sought pursuant to Resolution 2 and FIRB
Approval.
In addition, separate approval under ASX Listing Rule 7.1 is not required for the proposed issue of Tembo Placement Shares
to Tembo (or its nominee) if Shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if Resolution 2 is
passed, the issue of Tembo Placement Shares will not detract from the 15% calculation of the Company’s annual placement
capacity pursuant to ASX Listing Rule 7.1.
The effect of Resolution 2 (if passed and assuming that FIRB Approval is obtained) will be to allow the Company to issue the
Tembo Placement Shares pursuant to the Tembo Placement during the period of 1 month after the Meeting (or a longer
period, if allowed by ASX).
If Resolution 2 is not passed, the Company will not be able to proceed with the Tembo Placement and will only be able to
partially proceed with the intended uses for the full funding of the Capital Raising as summarised above in the Background
to Resolutions 1, 2 and 3.
Technical information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Tembo
Placement Shares issued pursuant to the Tembo Placement:
(a) the Shares will be issued to Tembo or its nominee who are not related parties or Directors of the Company. However,
Tembo is a substantial (10%+) holder who has appointed a Director to the Board of the Company and therefore
falls within ASX Listing Rule 10.11.3;
(b) the maximum number of Shares the Company will issue is 19,100,725 Shares;
(c) subject to receipt of FIRB Approval, the Shares are intended to be issued on or around 30 September 2020, but will
be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any
ASX waiver or modification of the ASX Listing Rules, whether granted before or after the date of this Notice);
(d) the issue price will be $0.017 per Share;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares;
(f) the Company intends to use the funds raised from the issue of Shares pursuant to the Tembo Placement principally
progress the development the Company’s Prieska Copper-Zinc Project in South Africa and related activities and for
general working capital purposes; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Independent Directors recommend that Shareholders vote in favour of Resolution 2. Each Independent Director intends
to vote the Shares they control in favour of Resolution 2.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 2.
Resolution 3 – Approval to Issue Shares – Tembo Loan Facility Shares
Background
As announced on 14 May 2020, Orion entered into a convertible loan facility agreement with Tembo pursuant to which
Tembo has advanced an amount equal to $1 million to the Company (which was increased to $2 million on 29 June 2020)
(Convertible Loan).
In addition to the Tembo Placement Shares, Tembo has committed to subscribe for $2.1 million worth of Shares at a deemed
issue price of $0.017. The Tembo Loan Facility Shares will be issued in consideration for repaying all amounts owing to Tembo
under the Convertible Loan at the deemed issue price of $0.017 per Share, which is the same issue price as the Shares being
offered under the General Placement and the Tembo Placement. Tembo's participation is subject to receipt of both
Shareholder approval sought pursuant to Resolution 3 and FIRB Approval.
A summary of ASX Listing Rule 10.11 and the 3% Creep Exemption is set out in the Background to Resolutions 2 and 3 section
on page 8 above.
The Tembo Placement falls within ASX Listing Rule 10.11.3 and does not fall within any of the exceptions in ASX Listing Rule
10.12. It therefore requires the approval of the Company's Shareholders under ASX Listing Rule 10.11.
Resolution 3 seeks Shareholder approval for the issue of up to 122,075,745 Shares to Tembo (or its nominee), in accordance
with ASX Listing Rule 10.11, pursuant to the Tembo Loan Conversion Placement, which assumes that Resolutions 1 and 2 are
passed, and all Shares are issued pursuant to the transactions contemplated by those Resolutions.
The effect of Resolution 3 (if passed and assuming FIRB Approval is obtained) will be to allow the Company to issue the
Tembo Placement Shares to Tembo (or its nominee) during the period of 1 month after the Meeting (or a longer period, if
allowed by ASX).
In addition, separate approval under ASX Listing Rule 7.1 is not required for the proposed issue of Tembo Loan Facility Shares
to Tembo (or its nominee) if Shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if the Resolution is
passed, the issue of Tembo Loan Facility Shares will not detract from the 15% calculation of the Company’s annual
placement capacity pursuant to ASX Listing Rule 7.1.
If Resolution 3 is not passed, the Company will not be able to proceed with the Tembo Loan Conversion Placement and
the amount outstanding under the Tembo Loan will remain unchanged.
Technical information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Tembo
Placement Shares:
(a) the Shares will be issued to Tembo or its nominee who are not related parties or Directors of the Company. However,
Tembo is a substantial (10%+) holder who has appointed a Director to the Board of the Company and therefore
falls within ASX Listing Rule 10.11.3;
(b) the maximum number of Shares the Company will issue is 122,075,745 Shares;
(c) subject to receipt of FIRB Approval, the Shares are intended to be issued on or around 30 September 2020, but will
be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any
ASX waiver or modification of the ASX Listing Rules, whether granted before or after the date of this Notice);
(d) the deemed issue price will be $0.017 per Share;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company’s existing Shares;
(f) the Company will not receive any funds from the issue as the funds will be applied to repay the outstanding amounts
repayable to Tembo under the Convertible Loan, calculated at a deemed issue price of $0.017 per Share. A
summary of the terms of the Convertible Loan, and the terms on which Tembo may elect to set-off amounts
repayable under that Convertible Loan against the Tembo Placement, are set out in the Company's
announcement to the ASX released on 14 May 2020. Tembo has otherwise subscribed for the Shares on the same
terms as participants under General Placement and the Tembo Placement; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Independent Directors recommend that Shareholders vote in favour of Resolution 3. Each Independent Director intends
to vote the Shares they control in favour of Resolution 3.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 3.
Resolution 4 – Proposed Grant of Options to Mr Errol Smart (or his nominee)
Background
The Company has agreed, subject to obtaining Shareholder approval, to grant 30,000,000 options (Director Options) to Mr
Smart (or his nominee) on the terms and conditions set out below and as set out in Schedule 1. The agreement to issue the
Director Options formed part of a number of changes to Mr Smart's remuneration package, as announced on 29 April 2020.
A summary of ASX Listing Rule 10.11 is set out in the Background to Resolutions 2 and 3 on page 8 above. As a Director of
the Company Mr Smart is a related party for the purposes of ASX Listing Rule 10.11.1 and the issue of the Director Options
does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of the Company's
Shareholders under ASX Listing Rule 10.11. Accordingly, Shareholder approval is sought pursuant to ASX Listing Rule 10.11 for
the proposed grant of Director Options to Mr Smart (or his nominee).
If Resolution 4 is passed, the Company will be able to proceed with the issue of the Director Options to Mr Smart (or his
nominee). In addition, separate approval under ASX Listing Rule 7.1 is not required for the proposed grant of Director Options
to Mr Smart (or his nominee) if Shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if the Resolution
is passed, the grant of Director Options to Mr Smart (or his nominee) will not detract from the 15% calculation of the
Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.
If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Director Options to Mr Smart (or
his nominee).
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The grant of Shares constitutes giving a financial benefit and Mr Smart is a related party of the Company by virtue of being
a Director.
The Directors (other than Mr Smart who has a material personal interest in the Resolution) consider that Shareholder approval
pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Director Options because the
agreement to grant the Director Options, reached as part of the remuneration package for Mr Smart, is considered
reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.
Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in
relation to the proposed grant of Director Options to Mr Smart (or his nominee):
(a) the Director Options will be issued to Mr Errol Smart (or his nominee) and Mr Smart is a Director of the Company and
is therefore a related party of the Company for the purposes of ASX Listing Rule 10.11.1;
(b) the maximum number of Director Options, being unlisted options, proposed to be granted to Mr Smart (or his
nominee) is 30,000,000;
(c) a summary of the terms and conditions of the Director Options proposed to be granted to Mr Smart are set out in
Schedule 1;
(d) subject to Shareholder approval, the Director Options will be granted to Mr Smart (or his nominee) no later than 1
month after the date of the General Meeting;
(e) the Director Options will be granted for nil cash consideration as part of Mr Smart's remuneration package, and
accordingly no funds will be raised from the grant of the Director Options. Under the terms of Mr Smart's
engagement, his remuneration consists of:
i. fixed remuneration of $257,600 per annum;
ii. an entitlement to a short term incentive award of up to 50% of his fixed remuneration (which may be
satisfied by cash payment or issue of equity securities, subject to Shareholder approval), subject to
satisfaction of certain key performance indicators and performance objectives; and
iii. an entitlement to a long term incentive award of up to 50% of his fixed remuneration (which may be
satisfied by an issue of equity securities, subject to Shareholder approval), subject to satisfaction of certain
key performance indicators and performance objectives.
As announced on 29 April 2020, the proposed issue of Director Options also forms part of Mr Smart's
remuneration package for 2020. The Director Options are valued at $202,000, which is an indicative valuation
calculated using the Black Scholes option pricing model.
(f) the exercise price of the Director Options is as shown in the table below. Any proceeds from the exercise of the
Director Options will be used for general corporate purposes;
Number of options Exercise price
10,000,000 $0.028
10,000,000 $0.035
10,000,000 $0.04
(g) a voting exclusion statement is included with the Resolution.
Purpose of Resolution 4
The primary purpose of the proposed grant of Director Options to Mr Smart is to enable the Company to provide an overall
market competitive remuneration package of which an appropriate component is both incentive based and promotes
retention. The Board (other than Mr Smart) considered the extensive experience and reputation of Mr Smart as well as
market comparable remuneration arrangements when considering the grant of the Director Options to him and Mr Smart's
overall remuneration package. The Board considers the grant of the Director Options to Mr Smart to be reasonable, given
his contribution to date, the reduction in cash remuneration and the necessity to attract the highest calibre of professional
to the Company while maintaining the Company's cash reserves.
Directors' recommendation and voting intentions
The Directors, other than Mr Smart, recommend that Shareholders vote in favour of Resolution 4. Each Director (other than
Mr Smart) intends to vote the Shares they control in favour of Resolution 4.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 4.
Glossary
$ means Australian dollars.
General Meeting or Meeting means the meeting convened by the Notice.
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.
Convertible Loan has the meaning given in the Background to Resolution 3 in the Explanatory Memorandum.
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.
Capital Raising has the meaning given in the Background to Resolutions 1, 2 and 3 in the Explanatory Memorandum.
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).
Director Options means each option to subscribe for one Share to be granted to Mr Errol Smart pursuant to Resolution 4 and
otherwise on the terms and conditions set out in Schedule 1.
Directors means the current directors of the Company.
Explanatory Memorandum means the explanatory memorandum accompanying the Notice.
FIRB Approval has the meaning given in the Background to Resolutions 1, 2 and 3 in the Explanatory Memorandum.
General Placement has the meaning given in the Background to Resolutions 1, 2 and 3 in the Explanatory Memorandum.
Independent Directors mean each of Messrs Denis Waddell, Alexander Haller, Errol Smart, Godfrey Gomwe and Thomas
Borman.
JSE means the Johannesburg Stock Exchange.
Key Management Personnel means those people who have authority and responsibility for planning, directing and
controlling the activities of the Company or the Company’s group, whether directly or indirectly. Members of the Key
Management Personnel include Directors (both executive and non-executive) and certain senior executives.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.
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.
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.
Tembo means Tembo Capital Mining Fund II LP or its nominee.
Tembo Loan Facility Shares has the meaning given in the Background to Resolutions 2 and 3 in the Explanatory
Memorandum.
Tembo Loan Conversion Shares has the meaning given in the Background to Resolutions 2 and 3 in the Explanatory
Memorandum.
Tembo Placement has the meaning given in the Background to Resolutions 2 and 3 in the Explanatory Memorandum.
Tembo Placement Shares has the meaning given in the Background to Resolutions 2 and 3 in the Explanatory Memorandum.
Schedule 1 – Terms and Conditions of Director Options
(a) Each Director Option gives the optionholder the right to subscribe for one ordinary share (Share) in the capital of
Orion Minerals Ltd (Company) upon exercise of the Director Options in accordance with the terms and conditions
of the Director Options.
(b) The Director Options vest as follows:
A. subject to paragraph (B), one third of the Director Options held by each optionholder vested on 31 March
2020, one third of the Director Options held by each optionholder will vest on 31 March 2021 and one third
of the Director Options held by each optionholder will vest on 31 March 2022; and
B. notwithstanding paragraph (A), 100% of the Director Options will vest immediately upon:
i. the Board of the Company making a recommendation to Shareholders to accept a takeover bid
for all of the issued Shares of the Company;
ii. the despatch of a notice of general meeting to consider a scheme of arrangement between the
Company and its creditors or members or any class thereof pursuant to section 411 of the
Corporations Act; or
iii. the date upon which a person or a group of associated persons becomes entitled subsequent to
the date of grant of the Director Options, to sufficient Shares to give it or them the ability, in
general meeting, to replace all or a majority of the Board in circumstances where such ability was
not already held by a person associated with such person or group of associated persons.
(c) The Director Options will expire as follows:
A. notwithstanding paragraph (B), where the optionholder ceases to be a Director of Orion for any reason,
then, unless otherwise resolved by the Board of the Company, any Director Options which have not yet
vested at that time will be forfeited by the optionholder and shall expire.
B. subject to paragraph (A), the Director Options held by an optionholder will expire on the earlier of:
i. 60 days subsequent to the date on which the relevant optionholder ceases to be a Director; and
ii. 5.00pm (Melbourne time) on 31 March 2025,
(Expiry Date). Any vested Director Options not exercised will automatically expire at this time.
(d) The amount payable upon exercise of each Director Option will be as set out in the table below (Exercise Price).
Number of options Exercise price Vesting Date
One third of the Director Options held by the optionholder $0.028 31 March 2020
One third of the Director Options held by the optionholder $0.035 31 March 2021
One third of the Director Options held by the optionholder $0.04 31 March 2022
(e) The Director Options held by the optionholder may be exercised in whole or in part, and if exercised in part, multiples
of 1,000 must be exercised on each occasion.
(f) Subject to paragraph (e), the optionholder may exercise their Director Options by lodging with the Company, on
or after the Vesting Date and before the Expiry Date:
A. a written notice of exercise of Director Options specifying the number of Director Options being exercised;
and
B. a cheque or electronic funds transfer for the Exercise Price for the number of Director Options being
exercised,
(Exercise Notice).
(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared
funds.
(h) Within 10 Business Days of receipt of an effective Exercise Notice accompanied by the Exercise Price, the Company
will issue the number of Shares required under these terms and conditions in respect of the number of Director
Options specified in the Exercise Notice.
(i) The Director Options may not be transferred or encumbered without the Board’s prior approval.
(j) All Shares issued upon the exercise of Director Options will from the date of issue rank pari passu in all respects with
other Shares.
(k) The Company will not apply for quotation of the Director Options on ASX. However, the Company will apply for
quotation of all Shares issued pursuant to the exercise of Director Options on ASX within 10 Business Days after the
date of issue of those Shares.
(l) Subject to paragraphs (n) and (p), the optionholder will not be entitled to participate in new issues of capital offered
to holders of Shares in the Company prior to the exercise of the Director Options. However, the Company will ensure
that for the purposes of determining entitlements to any such issue, the record date will be at least 2 Business Days
after the issue is announced. This will give the optionholder the opportunity to exercise their Director Options prior
to the date for determining entitlements to participate in any such issue.
(m) The optionholder will not have any right to attend and vote at general meetings.
(n) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of
capital) of the Company, the Director Options shall be treated in a manner consistent with the Corporations Act
and the ASX Listing Rules as in force as at the date of any such reconstruction.
(o) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after
the date of grant of the Director Options, the exercise price of the Director Options may be reduced in accordance
with the formula set out in the ASX Listing Rules in force from time to time.
(p) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of grant of the
Director Options, the number of securities over which a Director Option is exercisable may be increased by the
number of securities which the optionholder would have received if the Director Option had been exercised before
the record date for the bonus issue in accordance with the ASX Listing Rules in force from time to time.
(q) Other than as provided for above, the Director Options do not confer any right upon the optionholder to a change
in the exercise price of each Director Option or a change in the number of Shares over which each Director Option
can be exercised.
ENQUIRIES
Investors Media JSE Sponsor
Errol Smart – Managing Director & CEO Nicholas Read Monique Martinez
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
E: info@orionminerals.com.au E: nicholas@readcorporate.com.au E: monique@merchantec.co.za
Date: 28-08-2020 10:25:00
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