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Share Purchase Plan
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
Share Purchase Plan
• Share Purchase Plan to provide eligible shareholders with the opportunity to subscribe for new Shares in
parcels starting from A$170 (or approximately ZAR2,000)1 up to a maximum of A$30,000 (approximately
ZAR355,000)2 at an issue price of 1.1 cents per Share (or ZAR13 cents) 1. This will provide eligible existing
shareholders with the opportunity to participate in the capital raise at the same offer price as the Shares
issued under the Placement.
• Funds raised from the Placement and Share Purchase Plan to be used principally to partially fund the
development of the Upper at the Prieska Copper Zinc Mine (PCZM), including ongoing dewatering and
site works; for mine development optimisation studies and ongoing site works at the Okiep Copper
Project; and for general working capital purposes, including work associated with finalisation of off-take
related funding for the development of the PCZM.
Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) announced on 8 July 2025 that it has secured
firm commitments for a Placement of new fully paid ordinary shares (Shares) to sophisticated and professional
investors (Placement) and agreement to convert outstanding loan amounts owed by Orion to equity for a
total aggregate value of ~A$5.8 million (~ZAR67 million)3. Approximately 522 million Shares will be issued under
the Placement and loan conversions, at an issue price (or deemed issue price, as applicable) of 1.1 cents per
Share (ZAR13 cents) (Placement Price).
Orion also announced that it is undertaking a share purchase plan to raise approximately A$4 million (~ZAR46
million) (SPP), providing shareholders an opportunity to increase their shareholding in Orion at the same price
as the Placement Price.
Under the SPP, the Company is offering existing eligible shareholders, being those shareholders with a
registered address in Australia, New Zealand, South Africa, the European Union (Germany and Netherlands),
Jersey (Channel Islands), United Kingdom, Mauritius and Singapore that held Orion shares as at 7.00pm
(Melbourne time) on 7 July 2025 (Record Date) (Eligible Shareholders), the opportunity to purchase Shares
under the SPP.
Purpose of the SPP
The SPP offer will give Eligible Shareholders the opportunity to participate in the Company's capital raising at
the same offer price as the Shares issued under the Placement.
Orion intends to apply the funds raised from the Placement and SPP, principally:
• to partially fund the development of the Upper of the Prieska Copper Zinc Mine (PCZM), including the
ongoing dewatering and site works;
• for mine development optimisation studies and ongoing site works at the Okiep Copper Project; and
1 Based on an AUD:ZAR exchange rate of ~11.8.
2 Based on the A$:ZAR exchange rate of approximately 11.8. If you apply in ZAR, the maximum value of New Shares for which you will be able to
apply (being A$30,000) will be determined by reference to the A$:ZAR exchange rate published by Oanda on its website at 7:00pm Melbourne
time on the business day prior to the Closing Date (as that term is defined below).
3 Based on an A$:ZAR exchange rate of approximately 11.5 as at the date of announcement of the Placement.
• for general working capital purposes, including work associated with the finalisation of off-take related
funding for the development of the PCZM.
Details of the SPP
The SPP will open today and is expected to close on Tuesday, 5 August 2025.
Under the SPP, each Eligible Shareholder will be entitled to apply for parcels of new Shares from a minimum
parcel of A$170 (or ZAR2,000) up to a maximum of A$30,000 (or ZAR355,000) without incurring brokerage or
transaction costs. The issue price per Share under the SPP will be 1.1 cents per Share (being ZAR13 cents),
being the same price paid by investors under the Placement (see above). This represents an 8.3% discount to
the 3 July 2025 closing price of the Company's Shares trading on the ASX and a 13.3% discount to the 3 July
2025 closing price of the Company's Shares trading on the Johannesburg Stock Exchange (JSE).
The Company will issue up to ~363.64 million SPP Shares under the SPP at an issue price of 1.1 cents per Share
(ZAR13 cents). The Company is seeking to raise approximately A$4.0 million (or ~ZAR46 million) from the issue
of SPP Shares. The Company, however, reserves the absolute discretion to determine the final amount raised
under the SPP and may accept over subscriptions or scale back any application at the Board's discretion.
Without limiting the Board's discretion, the Board may have regard to the application size of individual
applicants.
All SPP Shares will be quoted on either the ASX or JSE (for South African Eligible Shareholders) and will rank
equally with other fully paid ordinary shares on issue. The SPP Shares will be issued in accordance with ASX
Listing Rule 7.2, exception 5 and will not utilise the Company's placement capacity under ASX Listing Rule 7.1.
No shareholder approval is necessary in respect of the Shares issued under the terms of the SPP.
A copy of the SPP booklet containing further details of the SPP and Application Form is attached to this
announcement and is in the process of being dispatched to Eligible Shareholders. Key dates of the SPP are
set out in the timetable below. Eligible Shareholders should read the SPP booklet before deciding whether to
participate in the SPP.
Timetable(i)
Record Date 7:00pm (Melbourne time) on Monday, 7 July 2025
Share Purchase Plan offer opens Tuesday, 15 July 2025
Share Purchase Plan offer closes (Closing Date) 7:00pm (Melbourne time) and
10:00am (South African time) on Tuesday, 5 August 2025
Share Purchase Plan allocation announcement and Scale- Monday, 11 August 2025
back (if any)
Issue Date Tuesday, 12 August 2025
Quotation of New Shares Wednesday, 13 August 2025
Dispatch of holding statements (ASX) Wednesday, 13 August 2025
(i) The timetable is indicative only and Orion may vary any of the above dates in its absolute discretion at any time, subject to the
Corporations Act, the ASX Listing Rules and other applicable laws, by lodging a revised timetable with the ASX and the JSE. Orion reserves
the right to close the Share Purchase Plan early, accept late applications or extend the Closing Date, in its sole and absolute discretion,
should it be considered necessary to do so, by making an announcement to ASX. The commencement of trading and quotation of
shares offered under the Share Purchase Plan is subject to confirmation from ASX.
For and on behalf of the Board.
Anthony Lennox
Managing Director & CEO
15 July 2025
ENQUIRIES
Investors Media JSE Sponsor
Tony Lennox – 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.martinez@merchantec.com
Disclaimer
This release may include forward-looking statements. Such forward-looking statements may include, among other things,
statements regarding targets, estimates and assumptions in respect of metal production and prices, operating costs and
results, capital expenditures, mineral reserves and mineral resources and anticipated grades and recovery rates, and are
or may be based on assumptions and estimates related to future technical, economic, market, political, social and other
conditions. These forward-looking statements are based on management's expectations and beliefs concerning future
events. Forward-looking statements inherently involve subjective judgement and analysis and are necessarily subject to
risks, uncertainties and other factors, many of which are outside the control of Orion. Actual results and developments
may vary materially from those expressed in this release. Given these uncertainties, readers are cautioned not to place
undue reliance on such forward-looking statements. Orion makes no undertaking to subsequently update or revise the
forward-looking statements made in this release to reflect events or circumstances after the date of this release. All
information in respect of Exploration Results and other technical information should be read in conjunction with
Competent Person Statements in this release (where applicable). To the maximum extent permitted by law, Orion and
any of its related bodies corporate and affiliates and their officers, employees, agents, associates and advisers:
• disclaim any obligations or undertaking to release any updates or revisions to the information to reflect any change
in expectations or assumptions;
• do not make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of
the information in this release, or likelihood of fulfilment of any forward-looking statement or any event or results
expressed or implied in any forward-looking statement; and
• disclaim all responsibility and liability for these forward-looking statements (including, without limitation, liability for
negligence).
Orion Minerals Ltd
ACN 098 939 274
Share Purchase Plan Booklet
Not for release to US wire services or distribution in the United States
CHAIRMAN'S LETTER
15 July 2025
Dear Shareholder,
Invitation to Participate in Orion Minerals Ltd Share Purchase Plan
On 8 July 2025, Orion Minerals Ltd ACN 098 939 274 (Orion or Company) announced that it is undertaking a
capital raising.
The capital raising is being conducted via a placement to sophisticated and professional investors pursuant to
Section 708 of the Corporations Act 2001 (Corporations Act) to raise approximately A$3.3 million (~ZAR37 million)1
(Placement) and comprises the issue of approximately 289 million fully paid ordinary shares (Shares) in the
Company at an issue price of A$0.011 (being ZAR0.13)2 per Share.
Orion also announced that it would undertake a share purchase plan offer of Shares in the Company to eligible
existing shareholders to raise up to A$4.0 million (Share Purchase Plan or Offer) in connection with the Placement.
On behalf of the board of directors of the Company (Board), I am pleased to offer you, as an Eligible Shareholder
(as that term is defined below), the opportunity to participate in the Share Purchase Plan. The Share Purchase
Plan allows you to apply to purchase up to A$30,000 (approximately ZAR355,000)3 worth of Shares (New Shares)
(subject to scale back at Orion's absolute discretion) without brokerage or other transaction costs. Please give
your urgent attention to this Offer as it closes at 7:00pm (Melbourne time) and 10:00am (South African time) on
Tuesday, 5 August 2025.
The Share Purchase Plan has been designed to allow Eligible Shareholders to subscribe for New Shares from a
minimum application amount of A$170 (approximately ZAR2,000)4, up to a maximum of A$30,000
(approximately ZAR355,000) per shareholder, at the same offer price as the Shares under the Placement, without
having to pay brokerage or other costs that would normally apply to an on-market purchase of Shares. The Offer
applies irrespective of the number of Shares currently held by the Eligible Shareholder.
The amount proposed to be raised under the Share Purchase Plan is A$4.0 million (~ZAR46 million)5 (SPP Amount).
The Company, however, reserves the absolute discretion to determine the final amount raised under the Share
Purchase Plan and may accept over subscriptions or scale back any application at the Board's absolute
discretion. Without limiting the Board's discretion, the Board may have regard to the applicant's shareholding
when determining and applying any scale-back.
The proceeds of the Share Purchase Plan will be used by Orion principally:
1. to partially fund the development of the Upper of the Prieska Copper Zinc Mine (PCZM), including the
ongoing mine dewatering and site works;
2. for mine development optimisation studies and ongoing site works at the Okiep Copper Project; and
3. for general working capital purposes, including work associated with the finalisation of off-take related
funding for the development of the PCZM.
The Share Purchase Plan provides the opportunity to increase your investment in Orion at an issue price of
A$0.011 (or ZAR0.13) per New Share (SPP Price), which represents a:
• 8.3% discount to the 3 July 2025 closing price of the Company's Shares trading on the Australian Securities
Exchange (ASX); and
• 13.3% discount to the 3 July 2025 closing price of the Company's Shares trading on the Johannesburg
Stock Exchange (JSE).
1 Based on an A$:ZAR exchange rate of approximately 11.5 as at the date of announcement of the Placement.
2 Based on an A$:ZAR exchange rate of approximately 11.8.
3 Based on the A$:ZAR exchange rate of approximately 11.8. If you apply in ZAR, the maximum value of New Shares for which you will
be able to apply (being A$30,000) will be determined by reference to the A$:ZAR exchange rate published by Oanda on its website
at 7:00pm Melbourne time on the business day prior to the Closing Date (as that term is defined below).
4 Based on an A$:ZAR exchange rate of approximately 11.5.
5 Based on an A$:ZAR exchange rate of approximately 11.5.
The Share Purchase Plan also provides an opportunity to any existing Eligible Shareholder holding an
unmarketable parcel of Shares on the ASX (being less than A$500 worth of Shares) to increase their holdings
without incurring transaction costs.
Participation in the Share Purchase Plan is optional and is open exclusively to shareholders of the Company in
Australia, South Africa, New Zealand, the European Union (Germany and Netherlands), Jersey (Channel Islands),
Mauritius, Singapore and the United Kingdom who were holders of Shares at 7:00pm (Melbourne time) on
Monday, 7 July 2025 (Record Date) (Eligible Shareholder).
The Offer is personal to you and is non-renounceable and cannot be transferred to another person.
The Offer of New Shares under this Share Purchase Plan is made in accordance with ASIC Corporations (Share
and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument) and therefore does not require a prospectus
for the purposes of Chapter 6D of the Corporations Act.
Important information regarding potential Scale-back in the Share Purchase Plan
• The Share Purchase Plan is intended to raise up to the SPP Amount and entitles Eligible Shareholders,
irrespective of the size of their shareholding, to purchase up to A$30,000 (approximately ZAR355,000)
worth of New Shares at the SPP Price. If subscriptions received by Orion under the Share Purchase Plan
exceed the SPP Amount, or such other amount determined by the Board, Orion may elect to scale
back the maximum number of New Shares issued to each shareholder to the extent and in the manner
that it sees fit in its absolute discretion (Scale-back). Without limiting the Company's discretion to scale
back applications, if you apply for a ZAR amount of New Shares and the exchange rate varies such
that the dollar amount you applied for exceeds A$30,000 (being the maximum limit under the ASIC
Instrument), New Shares having a total issue price equal to A$30,000 will be issued to you and you will
be refunded the excess cash amount (without interest).
• You may be allocated New Shares to a value which is significantly less than the parcel which you
applied for and the difference will be refunded to you without any interest.
• Orion may Scale-back the maximum number of New Shares issued to each shareholder in its absolute
discretion. Without limiting the Board's discretion, the Board may have regard to the applicant's
shareholding when determining and applying any Scale-back.
• Should a shareholder be Scaled-back, the excess application monies will be refunded to the
shareholder without interest.
• Shareholders should keep this potential Scale-back in mind when deciding how much to apply for
under the Share Purchase Plan.
Important information regarding the maximum limit of A$30,000
• Under the ASIC Instrument, the maximum amount an Eligible Shareholder may subscribe for under a
share purchase plan (or any similar arrangement) in any consecutive 12 month period is A$30,000.
• To ensure compliance with this requirement, Eligible Shareholders will be asked to certify in their
Application Form that, as at the Issue Date under the Share Purchase Plan (expected to be on or
around Tuesday, 12 August 2025), the total application price for New Shares issued to them under the
Share Purchase Plan or any similar arrangement in the preceding 12 months does not exceed
A$30,000 (approximately ZAR355,000).
• Eligible Shareholders should take this into account when applying for New Shares under the Share
Purchase Plan, noting that Shares issued under Orion's 2024 Share Purchase Plan (on 30 July 2024) will
fall outside the relevant 12-month period and will not be counted towards the A$30,000 limit for this
Share Purchase Plan.
How to apply
If you are an Eligible Shareholder and wish to participate in the Share Purchase Plan, you may apply to purchase
New Shares up to a maximum of A$30,000 (approximately ZAR355,000) at the SPP Price. The minimum
application amount is A$170 (approximately ZAR2,000).
For non-South African resident Eligible Shareholders, you can apply by either:
• completing the application form for the Offer (Application Form) available to download from
https://events.miraqle.com/orn-spp and making payment in accordance with the details on the
Application Form; or
• making payment directly by BPAY® in accordance with the details on the Application Form.
BPAY® payments must be made from an Australian dollar account of an Australian financial institution.
For South African resident Eligible Shareholders, you can apply by:
• completing the enclosed Application Form as instructed and returning it to the address indicated on
the form; and
• making payment in accordance with the details on the Application Form.
Your application and payment must be received by 7:00pm (Melbourne time) and 10:00am (South African time)
on Tuesday, 5 August 2025 (Closing Date).
Raising Amount and Scale-back
The amount proposed to be raised under the Share Purchase Plan is A$4.0 million (~ZAR46 million). The Board,
however, reserves the absolute discretion to determine the final amount raised under the Share Purchase Plan.
The Board may in its discretion accept oversubscriptions above this amount, subject to compliance with the ASX
Listing Rules (including that the number of New Shares issued under the Share Purchase Plan does not exceed
30% of the number of Shares currently on issue) and the ASIC Instrument.
The Board may also in its discretion undertake a Scale-back. When applying under the Share Purchase Plan,
please be aware of the potential for a Scale-back as it may impact the number of New Shares you receive. If
there is a Scale-back, your application monies may be greater than the value of the New Shares you will be
issued. In such event, the excess application monies will be refunded to you without interest.
For example, if you apply for A$20,000 of New Shares and Orion scales back your allocation to A$16,000 of New
Shares (rounded down to the nearest whole number of New Shares), you will receive a refund of A$4,000 without
interest.
Timetable(i)
Record Date 7:00pm (Melbourne time) on Monday, 7 July 2025
Share Purchase Plan offer opens Tuesday, 15 July 2025
Share Purchase Plan offer closes 7:00pm (Melbourne time) and 10:00am (South African
time) on Tuesday, 5 August 2025
Announcement of results of Share Purchase Plan Monday, 11 August 2025
Issue Date Tuesday, 12 August 2025
Quotation of New Shares Wednesday, 13 August 2025
Dispatch of holding statements (ASX) Wednesday, 13 August 2025
(i) The timetable is indicative only and Orion may vary any of the above dates in its absolute discretion at any time, subject to
the Corporations Act, the ASX Listing Rules and other applicable laws, by lodging a revised timetable with the ASX and the
JSE. Orion reserves the right to close the Share Purchase Plan early, accept late applications or extend the Closing Date, in its
sole and absolute discretion, should it be considered necessary to do so, by making an announcement to ASX. The
commencement of trading and quotation of New Shares offered under the Share Purchase Plan is subject to confirmation
from ASX.
Important information
This Share Purchase Plan Booklet (Booklet) contains further information about the Share Purchase Plan and the
terms and conditions thereof. The Board urges you to read this Booklet carefully and in its entirety before
deciding whether to participate in the Share Purchase Plan. If you are in any doubt about the course of action
you should follow, you should consult your financial, taxation or other professional adviser before participating
in the Share Purchase Plan.
Orion's current Share price can be obtained from the ASX and JSE websites (ASX/JSE Code: ORN) and is listed
in the financial and business section of major daily newspapers circulated in Australia.
For further information about the Share Purchase Plan or how to apply, please contact Orion on +61 3 8080 7170
(Australia) or 0861472644 (local South Africa) and +27 11 0290112 (international South Africa) or via email at
info@orionminerals.com.au.
On behalf of the Board, I thank you for your continued support of Orion.
Yours faithfully,
Denis Waddell
Chairman
Orion Minerals Ltd
These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. These
materials have been prepared for publication in Australia, South Africa, New Zealand, the European Union (Germany and
Netherlands), Jersey (Channel Islands), Mauritius, Singapore and the United Kingdom only and may not be sent or
disseminated in, distributed or released, directly or indirectly, in the United States or elsewhere outside such jurisdictions. The
New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act)
or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or otherwise
transferred in the United States except in compliance with the registration requirements of the U.S. Securities Act and any other
applicable state securities laws or pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. The New Shares may only be offered and sold
outside the United States in "offshore transactions" (as defined in Regulation S under the U.S. Securities Act) in compliance
with the U.S. Securities Act and laws of the jurisdictions in which the New Shares are offered and sold.
FREQUENTLY ASKED QUESTIONS
1. What is the Share Under the Share Purchase Plan, Eligible Shareholders have an opportunity to apply
Purchase Plan? to subscribe for up to A$30,000 worth of New Shares at an issue price of A$0.011 (or
ZAR0.13) per New Share (SPP Price) which represents a:
• 8.3% discount to the 3 July 2025 closing price of the Company's Shares
trading on the ASX; and
• 13.3% discount to the 3 July 2025 closing price of the Company's Shares
trading on the JSE.
2. Am I an Eligible You are an Eligible Shareholder if you were a holder of Shares on the Record Date
Shareholder? (7:00pm (Melbourne time) on Monday, 7 July 2025) and have a registered address
in Australia, South Africa, New Zealand, the European Union (Germany and
Netherlands), Jersey (Channel Islands), Mauritius, Singapore or the United Kingdom
and are eligible to participate in the Offer under the applicable laws in those
jurisdictions (see section 9 of the "Other Terms and Conditions" section in this Booklet)
(Eligible Shareholders). If you hold Shares on behalf of persons who reside outside
those jurisdictions, or are in the United States, you are not an Eligible Shareholder
and are not entitled to participate in the Share Purchase Plan.
If you are a joint holder of Shares or have multiple holdings of Shares, please refer to
section 2 in the "Other Terms and Conditions" section of this Booklet for further
information.
3. How are custodians Please refer to section 3 in the "Other Terms and Conditions" section of this Booklet
and nominees treated for information on eligibility for custodian and nominee shareholders.
under the Share
Purchase Plan?
4. What are the key
dates of the Share Record Date 7:00pm (Melbourne time) on Monday, 7
Purchase Plan? July 2025
Share Purchase Plan offer opens Tuesday, 15 July 2025
Share Purchase Plan offer closes 7:00pm (Melbourne time) and 10:00am
(South African time) on Tuesday, 5
August 2025
Announcement of Share Purchase Monday, 11 August 2025
Plan results
Issue Date Tuesday, 12 August 2025
Quotation of New Shares Wednesday, 13 August 2025
Dispatch of holding statements (ASX) Wednesday, 13 August 2025
The timetable is indicative only and Orion may vary any of the above dates in its
absolute discretion at any time, subject to the Corporations Act, the ASX Listing
Rules and other applicable laws, by lodging a revised timetable with the ASX and
JSE. Orion reserves the right to close the Share Purchase Plan early, accept late
applications or extend the Closing Date in its sole and absolute discretion, should it
be considered necessary to do so, by making an announcement to ASX. The
commencement of trading and quotation of Shares offered under the Share
Purchase Plan is subject to confirmation from ASX.
5. How much can I If you are an Eligible Shareholder and wish to participate in the Share Purchase Plan,
invest? you may apply to purchase New Shares up to a maximum of A$30,000
(approximately ZAR355,000) at the SPP Price, with the minimum application amount
being A$170 (approximately ZAR2,000).
Each Eligible Shareholder may only acquire a maximum of A$30,000 (approximately
ZAR355,000) worth of New Shares under the Share Purchase Plan, irrespective of the
number of Shares they currently hold. This limitation applies even if you receive more
than one Application Form, or if you hold Shares in more than one capacity.
To ensure compliance with this requirement, Eligible Shareholders will be asked to
certify in their Application Form that, as at the Issue Date under the Share Purchase
Plan (expected to be on or around Tuesday, 12 August 2025), the total application
price for New Shares issued to them under the Share Purchase Plan or any similar
arrangement in the preceding 12 months does not exceed A$30,000 (approximately
ZAR355,000). Eligible Shareholders should take this into account when applying for
New Shares under the Share Purchase Plan, noting that Shares issued under Orion's
2024 Share Purchase Plan (on 30 July 2024) will fall outside the relevant 12-month
period and will not be counted towards the A$30,000 limit for this Share Purchase
Plan.
The minimum application amount is A$170 (approximately ZAR2,000).
The maximum application amount is A$30,000 (approximately ZAR355,000).
The maximum application amount above is an Australian dollar amount. If you apply
for a ZAR amount of New Shares, Orion will convert the ZAR amount to an Australian
dollar amount at the A$:ZAR exchange rate published by Oanda on its website at
7:00pm (Melbourne time) on the business day prior to the Closing Date.
If you apply for a ZAR amount of New Shares and the exchange rate varies such
that the dollar amount you applied for exceeds A$30,000 (being the maximum limit
under the ASIC Instrument), New Shares having a total issue price equal to A$30,000
will be issued to you and you will be refunded the excess cash amount (without
interest).
6. How do I apply? The Application Form allows you to apply for New Shares offered under this Share
Purchase Plan.
You can apply through one of the following methods:
For non-South African resident Eligible Shareholders
Option 1
Download your personalised Application Form at https://events.miraqle.com/ornspp
and make a payment via the methods listed on the form.
Option 2
You can make a payment by BPAY®. To do this, you must use the unique identifier
shown on the Application Form as the customer reference number when making
payment. If you make your payment with BPAY® you do not need to return your
Application Form.
BPAY® payments must be made from an Australian dollar account of an Australian
financial institution.
Note: By using the BPAY® facility to apply for New Shares, you represent that, as at
the Issue Date under the Share Purchase Plan, the total of the application price for
the following does not exceed A$30,000:
• the New Shares the subject of your application;
• any other New Shares or Shares issued under any similar arrangement to the
Share Purchase Plan in the previous 12 months before the date of issue of
New Shares under the Share Purchase Plan;
• any other New Shares which you have instructed a custodian to acquire on
your behalf under the Share Purchase Plan; and
• any other Shares issued to a custodian under an arrangement similar to the
Share Purchase Plan in the previous 12 months before the date of issue of
New Shares under the Share Purchase Plan as a result of an instruction given
by you to the custodian or another custodian and which resulted in you
holding beneficial interests in such Shares.
Non-South African resident Eligible Shareholders must ensure that their application
and payment is received by 7:00pm (Melbourne time) and 10:00am (South African
time) on Tuesday, 5 August 2025.
For South African resident Eligible Shareholders
Complete the enclosed Application Form as instructed and return it to the address
indicated on the form and make a payment in accordance with the details on the
Application Form using the unique identifier shown on the Application Form as the
customer reference when making payment. The Application Form also sets out the
documentation and information that is required to be submitted along with the
Application Form.
South African resident Eligible Shareholders must ensure that their application and
payment is received by 7:00pm (Melbourne time) and 10:00am (South African time)
on Tuesday, 5 August 2025.
You will not be able to withdraw or revoke your application or payment once you
have submitted it or made it or once you have been charged the amount of New
Shares you have applied for.
7. What is the If subscriptions received by Orion exceed the SPP Amount, or such other amount
Scale-back? determined by the Board, Orion may elect to Scale-back the maximum number of
New Shares issued to each Eligible Shareholder at its absolute discretion. Without
limiting the Board's discretion, the Board may have regard to the applicant's
shareholding when determining and applying any Scale-back.
Please refer to section 4 in the "Other Plan Terms and Conditions" section of this
Booklet for further information in relation to Scale-back.
8. What rights will the New Shares will rank equally in all respects with existing Shares quoted on the ASX
New Shares have? and JSE, with the same voting rights, dividend / distribution rights and other
entitlements from issue.
9. Will the New Shares Yes. Orion will apply for the New Shares to be issued under the Share Purchase Plan to
be quoted? be quoted on the ASX or JSE (for South African resident Eligible Shareholders).
10. Is the Share Purchase No.
Plan underwritten?
11. Can I transfer my As the Share Purchase Plan is non-renounceable, your rights under the Share
rights under the Share Purchase Plan are personal to you and cannot be transferred to another person.
Purchase Plan?
12. Will there be No brokerage or other transaction costs will apply to the application for, and issue
brokerage and other of, New Shares under the Share Purchase Plan.
transaction costs?
OTHER TERMS AND CONDITIONS
IMPORTANT NOTICE
If you apply to participate in the Share Purchase Plan, you should be aware, and accept the risk, that the market
price of Shares may change between the date of the Share Purchase Plan offer and the date when New Shares
are issued to you under the Share Purchase Plan. As such, it is possible that, up to or after the date you receive
New Shares under the Share Purchase Plan, you may be able to buy Shares on the ASX/JSE at a lower price than
under the Share Purchase Plan. We encourage you to seek your own professional advice regarding your
participation in the Share Purchase Plan.
By returning an Application Form or submitting your payment via BPAY® for New Shares under the Share Purchase
Plan, you certify and represent to the Company that, as at the Issue Date under the Share Purchase Plan
(expected to be on or around Tuesday, 12 August 2025), the total of the application price for New Shares or
Shares under current and previous plan purchases (as that term is defined below) is not more than A$30,000
(approximately ZAR355,000). Eligible Shareholders should take this into account when applying for New Shares
under the Share Purchase Plan, noting that Shares issued under Orion's 2024 Share Purchase Plan (on 30 July
2024) will fall outside the relevant 12-month period and will not be counted towards the A$30,000 limit for this
Share Purchase Plan.
1. Acknowledgements
1.1 If you complete and return an Application Form or submit a BPAY® payment:
(a) you acknowledge that you have read and irrevocably and unconditionally agree to the terms
and conditions in this Booklet in full and you agree not to do any act or thing which would be
contrary to the intention or purpose of the Share Purchase Plan;
(b) you acknowledge that you are an Eligible Shareholder and that you are lawfully permitted to
accept the offer under the Share Purchase Plan, and participate in the Share Purchase Plan;
(c) if you are a New Zealand resident Eligible Shareholder, you continued to hold Shares as at the
opening of the Share Purchase Plan offer on Monday, 7 July 2025;
(d) you acknowledge and agree that you do not reside outside Australia, South Africa, New Zealand,
the European Union (Germany and Netherlands), Jersey (Channel Islands), Mauritius, Singapore
or the United Kingdom and that you are not in the United States, or a person acting on the
account of a person in the United States;
(e) if you are a trustee or nominee and are the registered holder of Shares (and this is expressly noted
on the share register of Orion) and hold Shares on account of another person (Beneficiary) but
you are not a Custodian (as that term is defined in section 3 below), you acknowledge that the
Beneficiary will be taken to be the registered holder of those Shares and any application,
certification or issue of New Shares to you (as trustee or nominee) will be taken to be an
application, certification by, or an issue to, the Beneficiary;
(f) if you are acting as a trustee, Custodian or nominee, you acknowledge and agree that each
beneficial holder on whose behalf you are participating is resident in Australia, South Africa, New
Zealand, the European Union (Germany and Netherlands), Jersey (Channel Islands), Mauritius,
Singapore or the United Kingdom and is not in the United States or elsewhere outside Australia,
South Africa, New Zealand, the European Union (Germany and Netherlands), Jersey (Channel
Islands), Mauritius, Singapore or the United Kingdom;
(g) if you are applying on your own behalf (and not as a Custodian), you certify that, as at the Issue
Date under the Share Purchase Plan (expected to be on or around Tuesday, 12 August 2025), the
total of the application price for the following does not exceed A$30,000 (approximately
ZAR355,000):
(i) the New Shares that are the subject of your application;
(ii) any other New Shares or Shares issued under any similar arrangement to the Share
Purchase Plan in the previous 12 months;
(iii) any other New Shares which you have instructed a Custodian to acquire on your behalf
under the Share Purchase Plan; and
(iv) any other Shares issued to a Custodian under an arrangement similar to the Share
Purchase Plan in the previous 12 months as a result of an instruction given by you to the
Custodian or another Custodian and which resulted in you holding beneficial interests in
such Shares,
(current and previous plan purchases) even though you may have received more than one offer
under the Share Purchase Plan or received offers in more than one capacity under the Share
Purchase Plan;
(h) you acknowledge your application is irrevocable, unconditional and non-transferable;
(i) you acknowledge that your application is only effective when the application is received by
Orion, MUFG Corporate Markets (AU) Limited (formerly Link Market Services) (ASX Registry) or JSE
Investor Services (Pty) Ltd (JSE Registry), not when it is posted or emailed;
(j) if you are a Custodian, you warrant that you have provided a Custodian Certificate (as that term
is defined in section 3 below) to Orion (in a form that is true, correct and not misleading) and
make additional representations that you:
(i) are a Custodian;
(ii) you held Shares on behalf of the Custodian Beneficiaries (as that term is defined in
section 3 below) as at the Record Date who have instructed you to apply for New Shares
on their behalf under the Share Purchase Plan and that that each Custodian Beneficiary
has been given a copy of this Booklet;
(iii) you are not applying for New Shares on behalf of any Custodian Beneficiary with an
aggregate application amount of more than A$30,000 (approximately ZAR355,000)
under the Share Purchase Plan; and
(iv) the information in the Custodian Certificate submitted with your Application Form is true,
correct and not misleading;
(k) you warrant that all details and statements in your Application Form are true and complete and
not misleading;
(l) you authorise Orion, and its officers and agents, to correct minor or easily rectified errors in, or
omissions from, your Application Form and to complete the Application Form by inserting any
missing minor details;
(m) you acknowledge that Orion, may at any time, determine that your Application Form is valid, in
accordance with this Booklet, even if the Application Form is incomplete, contains errors or is
otherwise defective;
(n) you acknowledge that no interest will be paid on any application monies held pending the
issuance of the New Shares or subsequently returned to you for any reason;
(o) you acknowledge that Orion, at its absolute discretion, may either accept or reject your
application for New Shares;
(p) you accept that Orion at its absolute discretion can make reductions in issuance of New Shares
under a Scale-back;
(q) without limiting the Company's discretion to scale back applications, you accept that, if you
apply for a ZAR amount of New Shares and the exchange rate varies such that the Australian
dollar amount you applied for exceeds A$30,000 (being the maximum limit under the ASIC
Instrument), New Shares having a total issue price equal to A$30,000 will be issued to you and you
will be refunded the excess cash amount (without interest);
(r) you acknowledge that Orion and its officers and agents are not liable for any consequences of
the exercise or non-exercise of its discretions referred to in this Booklet;
(s) you accept the risk associated with any refund that may be dispatched to you by cheque to
your address or by direct credit to your nominated bank account as shown on Orion's register;
(t) you are responsible for any dishonour fees or other costs Orion may incur in presenting a cheque
for payment which is dishonoured;
(u) you acknowledge that the New Shares have not been, and will not be, registered under the
U.S. Securities Act or the securities law of any state or other jurisdiction of the United States and
accordingly, the New Shares may not be offered, sold or otherwise transferred, directly or
indirectly, in the United States except in accordance with an available exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and any other
applicable U.S. state securities laws;
(v) you agree not to send any materials relating to the Share Purchase Plan to any person in the
United States or a person acting on the account of a person in the United States;
(w) you agree that if in the future you decide to sell or otherwise transfer the New Shares you will only
do so in "regular way" transactions on the ASX or the JSE where neither you nor any person acting
on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that
the purchaser is, in the United States;
(x) you agree to be bound by the constitution of Orion (as amended from time to time);
(y) you acknowledge that none of Orion, its advisors, its agents, the ASX Registry or JSE Registry has
provided you with investment advice or financial product advice, and that none of them has
any obligation to provide this advice, concerning your decision to apply for and buy New Shares,
and that this Booklet has been prepared without taking into account the objects, financial
situation, tax position or needs of individuals;
(z) you declare that you are at least 18 years of age and have full legal capacity and power to
perform all your rights and obligations in respect of the Offer; and
(aa) you are aware, and accept the risk, that the market price of Shares may change between the
date of the Share Purchase Plan offer and the date when New Shares are issued to you under
the Share Purchase Plan, and that the SPP Price may exceed the market price of Shares on the
Issue Date.
2. Joint holders / multiple holdings
If you are a joint holder of Shares, you are taken to be a single registered holder of Shares for the purposes
of determining whether you are an Eligible Shareholder and joint holders are entitled to participate in
the Share Purchase Plan in respect of that single holding only. If, as a joint holder, you receive more than
one offer under the Share Purchase Plan due to multiple registered holdings, you may still only apply for
one maximum parcel of A$30,000 worth of New Shares in aggregate.
3. Custodians
3.1 Eligible Shareholders who hold Shares as a "custodian" (as defined in the ASIC Instrument) (Custodian)
may participate in the Share Purchase Plan on behalf of one or more persons whom the Custodian holds
Shares on behalf of (Custodian Beneficiaries). If a Custodian applies for New Shares on behalf of a
Custodian Beneficiary, Orion may not issue New Shares to the Custodian under the Share Purchase Plan
with a total application price exceeding A$30,000 (approximately ZAR355,000) in any 12-month period
unless the Custodian certifies the following in writing to Orion:
(a) either or both of the following:
(i) that the Custodian holds the Shares on behalf of one or more persons that are not
custodians (Participating Beneficiaries); or
(ii) that another custodian (Downstream Custodian) holds beneficial interests in Shares on
behalf of a Participating Beneficiary, and the Custodian holds the Shares to which those
beneficial interests relate on behalf of the Downstream Custodian or another custodian,
on the Record Date and that each Participating Beneficiary has subsequently instructed the
following persons to apply for New Shares under the Share Purchase Plan on their behalf:
(iii) where sub-paragraph (a)(i) applies – the Custodian; and
(iv) where sub-paragraph (a)(ii) applies – the Downstream Custodian;
(b) the number of Participating Beneficiaries;
(c) the name and address of each Participating Beneficiary, and that each Participating
Beneficiary's address is located in Australia, South Africa, New Zealand, the European Union
(Germany and Netherlands), Jersey (Channel Islands), Mauritius, Singapore or the United
Kingdom;
(d) that each Custodian Beneficiary is not in the United States, or a person acting for the account or
benefit of a person in the United States and that the Custodian has not sent any materials relating
to the Share Purchase Plan to any person in the United States;
(e) in respect of each Participating Beneficiary:
(i) where sub-paragraph (a)(i) applies – the number of Shares that the Custodian holds on
their behalf and the number or dollar amount of New Shares they instructed the
Custodian to apply for on their behalf; and
(ii) where sub-paragraph (a)(ii) applies – the number of Shares to which the beneficial
interests relate and the number or dollar amount of New Shares they instructed the
Downstream Custodian to apply for on their behalf;
(f) as at the Issue Date under the Share Purchase Plan (expected to be on or about Tuesday, 12
August 2025), there are no Participating Beneficiaries in respect of which the total of the
application price for the following exceeds A$30,000 (approximately ZAR355,000):
(i) the New Shares applied for by the Custodian under the Share Purchase Plan in
accordance with the instructions referred to in sub-paragraph (e); and
(ii) any other Shares issued to the Custodian in the previous 12 months as a result of an
instruction given by them to the Custodian or the Downstream Custodian to apply for
Shares on their behalf under an arrangement similar to the Share Purchase Plan;
(g) that a copy of this Booklet was given to each Participating Beneficiary; and
(h) where sub-paragraph (a)(ii) applies – the name and address of each Custodian who holds
beneficial interests in the Shares held by the Custodian in relation to each Participating
Beneficiary,
(Custodian Certificate).
3.2 Custodians must request a Custodian Certificate template when making an application on behalf of
Custodian Beneficiaries. To request a Custodian Certificate template or for further information about the
custodian application process, a Custodian should contact Orion on +61 3 8080 7170 (Australia) or
0861472644 (local South Africa) and +27 11 0290112 (international South Africa).
3.3 Applications received from Custodians must be accompanied by a duly completed and signed
Custodian Certificate.
3.4 In providing the Custodian Certificate, the Custodian may rely on information provided to it by the
Participating Beneficiary and any Downstream Custodian.
3.5 For the purposes of the ASIC Instrument, you are a "custodian" if you provide a custodial or depositary
service in relation to shares of a body or interests in a registered scheme who:
(a) holds an Australian financial services licence covering the provision of custodial or depositary
service;
(b) is exempt from the requirement to hold an Australian financial services licence covering the
provision of a custodial or depository service;
(c) holds an Australian financial services licence covering the operation of an IDPS or is a responsible
entity of an IDPS-like scheme;
(d) is a trustee of a self-managed superannuation fund or a superannuation master trust; or
(e) is a registered holder of shares or interests in the class and is noted on the register of members of
the body or scheme as holding the shares or interests on account of another person.
3.6 If you hold Shares as a trustee or nominee for another person, but are not a Custodian, you cannot
participate for beneficiaries in the manner described above.
3.7 Nominees and custodians may not distribute this Booklet, and may not permit any beneficial shareholder
to participate in the Offer, in any country outside Australia, South Africa, New Zealand, the European
Union (Germany and Netherlands), Jersey (Channel Islands), Mauritius, Singapore or the United Kingdom
except, with the consent of the Company, to beneficial shareholders resident in certain other countries
where the Company may determine it is lawful and practical to make the Offer.
3.8 The Company is not required to determine, and will not determine, the identity or residence of any
beneficial owners of Shares. Each Custodian will need to determine for itself whether its beneficiaries are
Custodian Beneficiaries.
4. Raising Amount and Scale-back
4.1 The Share Purchase Plan is intended to raise up to the SPP Amount of A$4.0 million (~ZAR46 million). The
Company, however, reserves absolute discretion to determine the final amount raised under the Share
Purchase Plan.
4.2 The Company may in its discretion accept oversubscriptions above this amount, subject to compliance
with the ASX Listing Rules (including that the number of New Shares issued under the Share Purchase
Plan does not exceed 30% of the number of Shares currently on issue) and the ASIC Instrument.
4.3 If subscriptions received by Orion under the Share Purchase Plan exceed the SPP Amount, or such other
amount determined by the Board, Orion may also elect to scale back the maximum number of New
Shares issued to each Eligible Shareholder to the extent and in the manner that it sees fits in its absolute
discretion. Without limiting the Board's discretion, the Board may have regard to the applicant's
shareholding when determining and applying any Scale-back. Further, without limiting the Company's
discretion to scale back applications, if you apply for a ZAR amount of New Shares and the exchange
rate varies such that the dollar amount you applied for exceeds A$30,000 (being the maximum limit
under the ASIC Instrument), New Shares having a total issue price equal to A$30,000 will be issued to you
and you will be refunded the excess cash amount (without interest).
4.4 If a Scale-back occurs, you may receive less than the parcel of New Shares for which you have applied.
If a Scale-back produces a fractional number of Shares when applied to your issue of New Shares, the
number of New Shares you will be allocated will be rounded down to the nearest whole number of New
Shares.
4.5 If there is a Scale-back, your application monies may be greater than the value of the New Shares you
will be issued. In such event, the excess application monies will be refunded to you without interest, by
direct credit (to your nominated account as recorded on Orion's Share register) or cheque (to your
address as shown on Orion's share register) or such other manner as Orion may determine in consultation
with you, as soon as practicable.
5. Number of New Shares to be issued and Rounding
5.1 If you apply for New Shares under the Share Purchase Plan, you agree that you are applying for a certain
value at the SPP Price, rather than a certain number of New Shares.
5.2 If your application is accepted, Orion will divide the value of your application monies by the SPP Price
(as outlined in section 1 of the "Frequently Asked Questions" section above) in order to determine the
number of New Shares which, subject to Scale-back, will be issued to you.
5.3 Fractional Shares will not be issued and any fraction of a share will be rounded down to the nearest
whole number of Shares.
5.4 If the amount of money tendered with your application is less than the minimum application amount of
A$170 (approximately ZAR2,000), the Company reserves the right to reject your application and refund
your payment (without interest) and not issue any New Shares to you, with any refund being by direct
credit (to your nominated account as recorded on Orion's Share register) or cheque (to your address as
shown on Orion's Share register) or such other manner as Orion may determine in consultation with you,
as soon as practicable.
6. ASIC Instrument compliance
A registered holder of Shares will be ineligible to participate in the Share Purchase Plan if their
participation would be in breach of the ASIC Instrument.
7. Dispute resolution, waiver, withdrawal, suspension, and termination
Orion may settle in any manner it deems appropriate any difficulties, anomalies, or disputes which may
arise in connection with the operation of the Share Purchase Plan and its decision shall be conclusive
and binding on all participants and other persons to whom the determination relates. Orion reserves the
right to waive strict compliance with any provisions of this Booklet, to amend or vary the terms and
conditions set out in this Booklet and to suspend or terminate the Share Purchase Plan at any time. Any
such amendment, variation, suspension or termination will be binding on all Eligible Shareholders even
where Orion does not notify you of that event. In the event that the Share Purchase Plan is terminated
prior to the issue of New Shares, all application monies will be refunded to you, without interest, by direct
credit (to your nominated account as recorded on Orion's Share register) or cheque (to your address as
shown on Orion's Share register) or such other manner as Orion may determine in consultation with you
as soon as practicable.
8. Application Form
The Application Form forms part of the Booklet for the purposes of this Share Purchase Plan Offer.
9. Offers to Eligible Shareholders outside of Australia
9.1 This Booklet does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful.
In particular, this Booklet may not be distributed to any person, and the New Shares may not be offered
or sold, in any country outside Australia except to the extent permitted below.
9.2 European Union (Germany and the Netherlands)
This Booklet has not been, and will not be, registered with or approved by any securities regulator in the
European Union. Accordingly, this Booklet may not be made available, nor may the New Shares be
offered for sale, in any member state of the European Union except in circumstances that do not require
a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the
Council of the European Union (the "Prospectus Regulation").
In accordance with Article 1(4) of the Prospectus Regulation, an offer of New Shares in Germany and
the Netherlands is limited:
• to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation);
• to fewer than 150 natural or legal persons (other than qualified investors); or
• in any other circumstance falling within Article 1(4) of the Prospectus Regulation.
Investors in the Netherlands should note:
9.3 Jersey
No offer or invitation to subscribe for shares may be made to the public in Jersey. The New Shares will
be offered in Jersey only to existing shareholders of the Company and to the extent they constitute less
than 50 persons.
9.4 Mauritius
In accordance with The Securities Act 2005 of Mauritius, no offer of New Shares may be made to the
public in Mauritius without the prior approval of the Mauritius Financial Services Commission.
Accordingly, the offer of New Shares is being made on a private placement basis to existing
shareholders of the Company and does not constitute a public offering in Mauritius. As such, this Booklet
has not been approved or registered by the Mauritius Financial Services Commission and is for the
exclusive use of the person to whom it is addressed. The Booklet is confidential and should not be
disclosed or distributed in any way without the express written permission of the Company.
9.5 New Zealand
The New Shares are not being offered or sold to the public within New Zealand other than to existing
shareholders of the Company with registered addresses in New Zealand to whom the offer of the New
Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice
2021.
This Booklet has not been registered, filed with or approved by any New Zealand regulatory authority
under the Financial Markets Conduct Act 2013. This Booklet is not a product disclosure statement under
New Zealand law and is not required to, and may not, contain all the information that a product
disclosure statement under New Zealand law is required to contain.
9.6 Singapore
This Booklet and any other materials relating to the New Shares have not been, and will not be, lodged
or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this
Booklet and any other Booklet relating to the New Shares may not be issued, circulated or distributed,
nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance
with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore
(the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable
provisions of the SFA.
This Booklet has been given to you on the basis that you are an existing holder of the Company's shares.
In the event that you are not such a shareholder, please return this Booklet immediately. You may not
forward or circulate this Booklet to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any
other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire
New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to
resale restrictions in Singapore and comply accordingly.
9.7 South Africa
This Booklet and any other materials relating to the New Shares have not been, and will not be, lodged
or registered as a prospectus in South Africa with the Companies and Intellectual Property Commission.
Accordingly, this Booklet and any other Booklet relating to the New Shares may not be issued, circulated
or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in South Africa except pursuant to
and in accordance with exemption in section 96(1)(c)(i) of the Companies Act, 2008 (Companies Act)
or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions
of the Companies Act.
This Booklet has been given to you on the basis that you are an existing holder of the Company's shares.
In the event that you are not such a shareholder, please return this Booklet immediately. You may not
forward or circulate this Booklet, or the Offer to which it relates, to any other person in South Africa.
9.8 United Kingdom
Neither this Booklet nor any other Booklet relating to the offer has been delivered for approval to the
Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section
85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been published or is
intended to be published in respect of the New Shares.
The New Shares may not be offered or sold in the United Kingdom by means of this Booklet or any other
Booklet, except in circumstances that do not require the publication of a prospectus under section 86(1)
of the FSMA. This Booklet is issued on a confidential basis in the United Kingdom to fewer than 150 persons
who are existing shareholders of the Company. This Booklet may not be distributed or reproduced, in
whole or in part, nor may its contents be disclosed by recipients, to any other person in the United
Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the
FSMA) received in connection with the issue or sale of the New Shares has only been communicated or
caused to be communicated and will only be communicated or caused to be communicated in the
United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.
In the United Kingdom, this Booklet is being distributed only to, and is directed at, persons (i) who have
professional experience in matters relating to investments falling within Article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (FPO),
(ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully
communicated (together "relevant persons"). The investment to which this Booklet relates is available
only to relevant persons. Any person who is not a relevant person should not act or rely on this Booklet.
10. Governing Law
This Booklet and offer under the Share Purchase Plan is governed by the laws in force in Victoria,
Australia.
Before you apply for New Shares under the Share Purchase Plan, you should seek professional financial and/or
taxation advice to assist you in determining whether or not, and the extent to which, you wish to participate in
the Share Purchase Plan (taking into account your own financial situation, needs and objectives). Orion and its
officers make no recommendation about whether or not you should apply for New Shares under the Share
Purchase Plan, and nothing in this Booklet (including the Application Form) or any other accompanying
documentation constitutes investment or financial product advice or is intended to influence your decision
whether or not to participate in the Share Purchase Plan.
All Registry communications to:
JSE Investor Services (Pty) Ltd
Po Box 4844
Johannesburg, 2000 South Africa
Telephone: 0861 546 572
ABN 76 098 939 274 From outside South Africa: +27 861 546 572
Code: ORN
Website: www.jseinvestorservices.co.za
Record Date: Monday 7 July 2025
Offer Opens: Tuesday 15 July 2025
Offer Closes: 10:00am (South African time)
Tuesday 5 August 2025
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
SHARE PURCHASE PLAN ("SPP") APPLICATION FORM
How do I apply for ordinary shares ("Shares") under this offer?
• Carefully read the SPP Booklet (including the SPP terms and conditions as set out in the SPP Booklet and Important Information) accompanying this application form
("Application Form").
• Decide on the amount you wish to apply for.
• Complete this Application Form and return the same to JSE Investor Services (Pty) Ltd ("JSE Investor Services" or "Registry") or your Broker (as applicable to your holding
(refer below)).
• Pay for the Shares as directed by JSE Investor Services or your Broker (as applicable to your holding (refer below)).
• Payments must be in South African Rand ("ZAR").
Certificated Shareholders Dematerialised Shareholders
Contact JSE Investor Services on 0861 472 644 or +27 11 029 0112 or via email at Contact your Broker to submit your application and payment for Shares in Orion. Your
specialprojects@jseinvestorservices.co.za to obtain payment instructions and where to application and payment for Shares, should be received by your Broker no later than
submit your application for Shares in Orion Minerals Limited ("Orion" or "Company"). 10:00am South African time on 5 August 2025.
PL
This Application Form, accompanied by a Proof of Payment, should be received by no
later than 10:00am South African time on 5 August 2025. Your application for Shares and payment must be for a minimum of ZAR2,000. If you
make a payment of an amount which exceeds ZAR355,000, Orion will round down the
Your application for Shares and payment must be for a minimum of ZAR2,000. If you make value of Shares you have applied for to the maximum value of Shares you can apply
a payment of an amount which exceeds ZAR355,000, Orion will round down the value for and refund you the excess cash (without interest).
of Shares you have applied for to the maximum value of Shares you can apply for and
refund you the excess cash (without interest).
APPLICATION DETAILS
Shareholder Name
Application Amount (in ZAR)
M
Number of Shares applied for
Payment date
Contact Number (business hours preferred)
How to Lodge your Application (Certificated Shareholders only)
Your Application Form and payment (payment instructions will be provided by JSE Investor Services (refer above)), must be received by the Registry no later
than 10:00am South African time on 5 August 2025 ("Closing Date"). Make sure you allow enough time for hand or email delivery, to send your Application
Form to the relevant address below by the Closing Date. You should check the processing cut off-time for transactions with your bank, to ensure your payment
will be received by the Registry by the Closing Date.
Hand Delivery or Email
Orion Minerals Limited Orion Minerals Limited
C/- JSE Investor Services (Pty) Ltd C/- JSE Investor Services (Pty) Ltd
One Exchange Square
Gwen Lane, Sandown specialprojects@jseinvestorservices.co.za
Sandton, 2196, South Africa
For further information about the Share Purchase Plan or how to apply, please contact JSE Investor Services on 086 147
2644 (within South Africa) or +27 11 029 0112 (outside of South Africa) or info@orionminerals.com.au.
IMPORTANT INFORMATION
1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult
a professional adviser.
2. If you do not wish to purchase additional Shares under this SPP, there is no need to take action.
3. Please ensure you have read and understood the SPP terms and conditions, as set out in the SPP Booklet, and this Important Information before you
make your payment.
4. This SPP is non-renounceable and cannot be transferred to another person. Applications can only be accepted in the name printed on the Application Form.
5. If you are a custodian, trustee or nominee within the definition of "custodian" in the ASIC Corporations (Share and Interest Purchase Plans) Instrument
2019/547 ("ASIC Instrument") you must complete and submit an additional form that contains additional certifications and details that must be provided
("the Custodian Certificate") before your Application will be received. The Custodian Certificate can be obtained by contacting JSE Investor Services on
086 147 2644 (within South Africa) or +27 11 029 0112 (outside of South Africa). Applications received by custodians that are not accompanied by the
Custodian Certificate will be rejected.
6. For applicants that are not required to complete the Custodian Certificate, by making payment, you certify that the aggregate of the payment paid by you
for:
• the parcel of Shares indicated on this Application Form; and
• any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement
in the 12 months prior to the date of payment does not exceed ZAR355,000.
7. Orion reserves the right to make amendments to this Application Form where appropriate.
8. Applicants are not assured of receiving the Shares for which they have applied as Orion may scale back applications at its discretion.
9. If you apply for a ZAR amount of Shares and the exchange rate varies such that the Australian dollar ("AUD") amount you applied for exceeds AUD30,000
(being the maximum limit under the ASIC Instrument), Shares having a total issue price equal to AUD30,000 will be issued to you and you will be refunded
the excess cash amount (without interest).
10. By accepting the SPP and submitting an application for shares, you represent and warrant that you have read, understood and agree to be bound by the
terms and conditions of the offer as set out in the SPP Booklet.
11. By accepting the SPP and submitting an application for shares, you represent and warrant that you are not in the United States or acting for the account or
benefit of a person in the United States. You furthermore acknowledge that the Shares have not been, and will not be, registered under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Shares
may not be offered, sold or otherwise transferred, directly or indirectly, in the United States except in accordance with an available exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities laws.
12. Orion reserves the right not to process any application for Shares, if an Application Form and/or payment is received after the Closing Date.
13. Orion reserves the right to request information and supporting documentation required in terms of the obligations imposed on Investec Bank Limited and/or
JSE Investor Services by the Financial Intelligence Centre Act, 2001. To the extent that this is required, a request will be made.
The SPP is being made to eligible shareholders in South Africa, Australia and certain other permitted jurisdictions as
specified in the SPP Booklet ("Permitted Jurisdictions"). Subject to the SPP terms and conditions as set out in the SPP
Booklet, you may participate in the SPP if your address in the share registry of Orion is in a Permitted Jurisdiction as
at the Record Date.
The SPP terms and conditions, the SPP Booklet, and this Application Form do not constitute an offer of securities in
any place outside any Permitted Jurisdiction. In particular, the SPP Booklet and this Application Form do not constitute
an offer to sell, or a solicitation of an offer to buy, any shares in the United States or in any jurisdiction in which such
an offer would be illegal.
Date: 15-07-2025 08:50:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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