| Mon 30 Oct 2023, 8:58 | | ORION MINERALS LIMITED - Notice of Annual General Meeting 2023 |
|
Notice of Annual General Meeting 2023
Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
Notice of Annual General Meeting 2023
Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) advises that the following documents will be
distributed to shareholders today, in relation to the Annual General Meeting to be held on Tuesday 28 November
2023, at 3:00pm (Perth time):
• Shareholder letter;
• Notice of Annual General Meeting (including the Explanatory Memorandum) (if requested);
• Proxy Form; and
• 2023 Annual Report (if requested).
The shareholder letter, Notice of Annual General Meeting and 2023 Annual Report are available on the
Company's website at www.orionminerals.com.au.
For and on behalf of the Board.
Martin Bouwmeester
Company Secretary
30 October 2023
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.martinez@merchantec.com
NOTICE OF ANNUAL GENERAL MEETING
to be held on
Tuesday, 28 November 2023 at 3:00 p.m. (AWST) at
Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western
Australia
and
EXPLANATORY MEMORANDUM
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to voting.
An Independent Expert's Report in respect of Resolution 5 is included in this Notice of Meeting. The Independent
Expert's Report has been prepared by RSM Corporate Australia Pty Ltd (Independent Expert). The Independent
Expert has determined that the proposal outlined in Resolution 5 is not fair but reasonable to the non-associated
Shareholders. A copy of the Independent Expert's Report is contained in Appendix A of this Notice of Meeting.
It is recommended that all Shareholders read the Independent Expert's Report in full.
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
TABLE OF CONTENTS
1. Notice of Meeting 5
2. Explanatory Memorandum 8
• Financial Statements and Reports.
• Resolution 1 – Remuneration report.
• Resolution 2 – Re-election of Mr Philip Kotze.
• Resolution 3 – Re-election of Mr Godfrey Gomwe.
• Resolution 4 – Approval to Grant Options & Performance Rights under the Orion Minerals Option &
Performance Rights Plan.
• Resolution 5 – Approval to issue of Shares to Clover Alloys upon exercise of Options and increase in voting
power of Clover Alloys (or its nominee).
• Resolutions 6(a) and 6(b) – Ratification of prior issue of Shares to Webb Street and approval to issue shares
to Webb Street (or its nominee).
• Resolution 7 – Approval to Issue Shares – OCP Consideration Shares.
3. Glossary 20
4. Appendix A 21
5. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are entitled 4:00 p.m. (AWST) Friday, 20
to receive the Notice of Meeting October 2023
Monday, 30
Posting of Notice of Meeting and announcement on SENS
October 2023
Last day to trade for Shareholders on South African Share 3:00 p.m. (AWST) Monday, 20
register in order to be entitled to vote at the Meeting November 2023
Voting record date 5:00 p.m. (SA Time) Thursday, 23
(JSE Share register) November 2023
Voting record date 4:00 p.m. (AWST) Friday, 24
(ASX Share register) November 2023
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Thursday, 23
(JSE Share register) November 2023
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Sunday, 26
(ASX Share register) November 2023
Annual General Meeting 3:00 p.m. (AWST) / Tuesday, 28
9:00 a.m. (SA Time) November 2023
Page | 2
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
The Annual 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, 28 November 2023 at:
Clayton Utz
Level 27, QV. 1 Building
250 St Georges Terrace
Perth, Western Australia
Your Vote is Important
The business of the Annual General Meeting affects your shareholding and your vote is important.
In line with easing COVID-19 restrictions, the Board is pleased to welcome Shareholders back to the Meeting in person.
Shareholders may also 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.
Details on how Shareholders may vote are set out below.
Attendance via online platform
Shareholders may join the Meeting (and ask questions) via an online platform, the details of which are available at
www.orionminerals.com.au, however, no real-time voting rights will apply for those Shareholders joining the Meeting via the
online platform.
If you wish to vote, you must complete and return a directed Appointment of Proxy form in accordance with its instructions.
ASX Proxy forms must be submitted to the Company's share registry by 3:00 p.m. (AWST), on Sunday 26 November 2023
online or by post and JSE proxy forms must be submitted to the Company's share registry by 3:00 p.m. (AWST), on Thursday
23 November 2023 by email or 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 Annual General Meeting on the date and at the place set out above.
Voting by Proxy and Corporate Representatives
To vote by proxy, your ASX Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Sunday 26
November 2023 and your JSE Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Thursday
23 November 2023. Proxy Forms can be lodged:
By mail: Link Market Services Limited JSE Investor Services (Pty) Ltd
Locked Bag A14 PO Box 4844
Sydney South NSW 1235 Johannesburg, 2000
By mobile device: Shareholders may submit their ASX Proxy Form by scanning Not applicable.
the QR code provided in the Proxy Form or enter the link
www.linkmarketservices.com.au into a mobile device. Log
in using the Security Reference Number (SRN) or Holder
Identification Number (HIN) and postcode for the
shareholding. To scan the code, shareholders will need a
QR code reader application which can be downloaded
for free on a mobile device.
By facsimile: (+61 2) 9287 0309 Not applicable.
By email: Not applicable. meetfax@jseinvestorservices.co.za
Online: Shareholders may submit their ASX proxy instruction online Not applicable.
on the Company's Share Registry by visiting
www.linkmarketservices.com.au. Login to the Link website
using the holding details as shown on the ASX Proxy Form.
Select 'Voting' and follow the prompts to Lodge your
Proxy. To use the online lodgement facility, shareholders
will need their "Holder Identifier" - Securityholder
Reference Number (SRN) or Holder Identification Number
(HIN).
By hand: Link Market Services Limited* JSE Investor Services (Pty) Ltd**
Level 12, 680 George Street One Exchange Square
Sydney NSW 2000 2 Gwen Lane, Sandown, Sandton,
2196
Page | 3
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
* during business hours Monday to Friday (9:00 a.m. - 5:00 ** during business hours (Monday
p.m. Sydney time), subject to public health orders and to Friday, 9:00 a.m. - 5:00 p.m. SA
restrictions. time), subject to public health
orders and restrictions.
A Shareholder entitled to attend and vote at the Annual 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 Annual 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 (Cth), the Directors have determined that the
shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting
will be as it appears in the ASX Share register at 4:00 p.m. (AWST) on Friday 24 November 2023 or in the JSE Share register at
5:00 p.m. (SA Time) on Thursday 23 November 2023.
Page | 4
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
Notice of Annual General Meeting
Notice is given that the Annual General Meeting of the Shareholders of Orion Minerals Ltd (Company or Orion) will be held
at Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western Australia on Tuesday, 28 November 2023
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 Annual General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
Agenda
Financial Statements and Reports – Year Ended 30 June 2023 (no resolution required)
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together
with the Directors' report and the auditor's report.
Resolution 1 - Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the
Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June
2023 be adopted."
Voting Prohibition Statement: A vote on this Resolution 1 must not be, and the Company will disregard any vote that is, cast
(in any capacity) b
y or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration
Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution 1 as a proxy if the vote is not cast on
behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution 1; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution 1; and
(ii) expressly authorises the Chair to exercise the proxy even if this Resolution 1 is connected directly or indirectly
with the remuneration of a member of the Key Management Personnel.
Resolution 2 – Re-election of Mr Philip Kotze
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
""That, for the purpose of clauses 14.3 and 14.4 of the Constitution and for all other purposes, Mr Philip Kotze, a Director
who was appointed by the Board on 5 April 2023, retires and being eligible, is re-elected as a Director."
Resolution 3 – Re-election of Mr Godfrey Gomwe
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of clause 14.2 of the Constitution and for all other purposes, Mr Godfrey Gomwe, a Director
who retires by rotation, and being eligible, is re-elected as a Director."
Resolution 4 – Approval to Grant Options & Performance Rights under the Orion Minerals Option & Performance Rights Plan
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.2 (Exception 13) and for all other purposes, the grant of options and
performance rights to eligible participants under the Orion Minerals Option & Performance Rights Plan as described
in the Explanatory Memorandum, is approved as an exception to ASX Listing Rule 7.1."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of a person who
may participate in any employee incentive scheme of the Company and any Associate of that person. However, this does
not apply to a vote cast in favour of this Resolution 4 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 4, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 4 in that way; or
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution 4, in accordance
with a direction given to the Chair to vote on this Resolution 4 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 this Resolution 4; and
(ii) the holder votes on this Resolution 4 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Page | 5
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this
Resolution 4 if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution 4.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if this Resolution 4 is connected directly
or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 5 – Approval to issue of Shares to Clover Alloys upon exercise of Options and increase in relevant interest of
Clover Alloys
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of item 7 of section 611 of the Corporations Act and for all other purposes, approval is given
for:
(a) the issue of up to 1,777,777,776 Shares to Clover Alloys Copper Investments (Pty) Ltd (or its nominee) upon the
exercise of attaching options issued under the terms of the Placement announced on 15 March 2023; and
(b) the increase in voting power of Clover Alloys Copper Investments (Pty) Ltd (or its nominee) in the Company
following the issue of Shares to up to a maximum of 30.67%,
on the further terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Clover
Alloys or its Associates.
Independent Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared by the
Independent Expert for the purposes of the Shareholder approval required under item 7 of section 611 of the Corporations
Act. The Independent Expert's Report comments on the fairness and reasonableness of the transaction to the Shareholders
in the Company who are not associated with Clover Alloys and has concluded that the proposal the subject of this
Resolution 5 is not fair but reasonable.
Resolutions 6(a) and 6(b) – Ratification of prior issue of Shares to Webb Street and approval to issue shares to Webb Street
To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
(a) "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 29,652,776
Shares at an issue price of ZAR18 cents per Share to Webb Street Capital (Pty) Ltd on 9 August 2023, pursuant to the
Advisor Placement and Put Option Agreement between the Company and Webb Street Capital (Pty) Ltd as
announced on 9 August 2023, and on the terms and conditions set out in the Explanatory Memorandum."
(b) "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue
up to 118,611,109 Shares at an issue price of ZAR20 cents per Share to Webb Street Capital (Pty) Ltd (or its nominee),
pursuant to the Advisor Placement and Put Option Agreement between the Company and Webb Street Capital
(Pty) Ltd as announced on 9 August 2023, and on the terms and conditions set out in the Explanatory
Memorandum."
Resolutions 6(a) and 6(b) will be voted on as separate ordinary resolutions.
Voting Exclusion: The Company will disregard any votes cast in favour of each of Resolution 6(a) and 6(b) respectively by
or on behalf a person who participated in the relevant issue of securities, or is expected to participate in or who will obtain
a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of Shares in the
Company), and any Associate of that person. However, this does not apply to a vote cast in favour of Resolution 6(a) and
6(b) 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 that Resolution in that way; or
(b) the Chair of 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 Chair to vote on the Resolution 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.
Page | 6
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
Resolution 7 – Approval to Issue Shares – OCP Consideration Shares
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue
the OCP Consideration Shares to the OCP Selling Shareholders, 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 7 by or on behalf of a person who
is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (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
cast in favour of this Resolution 7 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 7, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 7 in that way; or
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution 7, in accordance
with a direction given to the Chair to vote on this Resolution 7 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 this Resolution 7; and
the holder votes on this Resolution 7 in accordance with directions given by the beneficiary to the holder to
vote in that way.
DATED: 26 October 2023
By Order of the Board
Martin Bouwmeester
Company Secretary
Page | 7
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
Explanatory Memorandum to accompany Notice of Annual 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 Annual General Meeting.
The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to
the Resolutions.
Financial Statements and Reports
The Corporations Act requires the financial report, directors' report and auditor's report to be laid before the Annual General
Meeting. There is no requirement either in the Corporations Act or the Company's Constitution for Shareholders to vote on,
approve or adopt these reports. Shareholders will have a reasonable opportunity at the meeting to ask questions about or
make comments on these reports and on the management of the Company.
The auditor of the Company is required to attend the Annual General Meeting and will be available to take Shareholders'
questions about the conduct of the audit, the preparation and content of the auditor's report, the accounting policies
adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor
in relation to the conduct of the audit.
Prior to the meeting, Shareholders may also forward written questions to the auditor about the conduct of the audit and
the content of the auditor's report. These should be emailed to info@orionminerals.com.au or mailed to the Company
Secretary, PO Box 260, Collins Street West, Victoria, 8007 and may be submitted up to 5 Business Days before the Annual
General Meeting. The Company is required by law to forward all questions to the auditor and the auditor is required to
prepare a list of questions that the auditor considers are relevant to the conduct of the audit and the content of the auditor's
report. The auditor may omit questions that are the same in substance to other questions and questions that are not
received by the auditor in a timely manner. At the meeting, the Chairman will give the auditor a reasonable opportunity
to answer in response to the list of questions. The list of questions, as prepared by the auditor, will be available on the
Company's website, www.orionminerals.com.au, prior to the meeting. In addition, copies of the list of questions will be
available at the meeting.
In accordance with the Corporations Act, the Company will not be providing Shareholders with a hard copy of the
Company's annual financial report unless specifically requested to do so. Shareholders may view the Company's annual
financial report on its website at www.orionminerals.com.au.
Resolution 1 - Remuneration Report
The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report
be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors
or the Company.
The remuneration report sets out the Company's remuneration arrangements for the Directors and senior management of
the Company. The remuneration report is part of the Directors' report contained in the annual financial report of the
Company for the financial year.
A reasonable opportunity will be provided for Shareholders to ask questions about or make comments on the Remuneration
Report at the Annual General Meeting.
Voting consequences
If, at two consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted
against adoption of the remuneration report, a company is required to put to its shareholders a resolution proposing the
calling of another meeting of shareholders to consider the appointment of directors of the company within 90 days of the
second annual general meeting (Spill Resolution).
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill
Meeting) within 90 days of the second annual general meeting.
At the Spill Meeting, all of the directors of the company who were in office when the directors' report (as included in the
company's annual financial report for the most recent financial year) was approved, other than the managing director of
the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the
Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the
directors of the company.
Previous voting results
At the Company's previous Annual General Meeting, the votes cast against the remuneration report considered at that
meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for the 2023 Annual General Meeting.
Directors' recommendation and voting intentions
The Board considers that the Company's remuneration policies are structured to provide rewards based on performance
and are competitive with those in the markets in which it operates. On that basis, and with each Director acknowledging
their personal interest in the resolution, the Board recommends that Shareholders vote in favour of Resolution 1.
L\350516130.8Page | 8
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 1.
Resolution 2 – Re-election of Mr Philip Kotze
Background
Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director to either fill a casual
vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time
exceed the maximum number specified by the Constitution.
Any Director so appointed holds office only until the next annual general meeting of members and is eligible for re-election
at that meeting but, will not be taken into account in determining the Directors who are to retire by rotation at that meeting.
Mr Philip Kotze, who was appointed on 5 April 2023, retires from office and being eligible seeks re-election in accordance
with clause 14.3 and clause 14.4 of the Constitution.
Refer to the Company's full year statutory accounts announced to the ASX on 29 September 2023 for Mr Kotze's
biographical details.
Directors' recommendation and voting intentions
The Directors other than Mr Kotze recommend that Shareholders vote in favour of Resolution 2. Each Director intends to
vote the Shares they control in favour of Resolution 2. Mr Kotze makes no recommendation.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 2.
Resolution 3 – Re-election of Mr Godfrey Gomwe
Clause 14.2 of the Constitution requires that one third of the Company's Directors (or the number nearest one-third, rounded
upwards in case of doubt) must retire at each Annual General Meeting, provided always that no Director (except a
Managing Director) shall hold office for a period in excess of 3 years, or until the third Annual General Meeting following his
or her appointment, whichever is the longer, without submitting himself or herself for re-election. The Director who has been
the longest in office since his or her last election is ordinarily required to retire by rotation. In determining the number of
Directors to retire, no account is to be taken of the Managing Director or a Director who only holds office until the next
annual general meeting pursuant to clause 14.4 of the Constitution.
Mr Godfrey Gomwe was last re-elected at the Company's 2021 Annual General Meeting and as such, is retiring in
accordance with clause 14.2 of the Constitution.
The Company currently has two Directors (excluding the Managing Director and Mr Philip Kotze) and accordingly Mr
Godfrey Gomwe (a Director longest in office since last being re-elected), is retiring in accordance with clause 14.2 of the
Constitution.
A Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election. Mr Godfrey Gomwe retires
by rotation and offers himself for re-election. He was initially appointed a Director on 16 April 2019, has continuously served
as a Director since his appointment and was last re-elected on 25 November 2021. Mr Godfrey Gomwe is considered an
independent director.
Refer to the Company's full year statutory accounts announced to the ASX on 29 September 2023 for Mr Godfrey Gomwe's
biographical details.
Directors' recommendation and voting intentions
The Directors other than Mr Godfrey Gomwe recommend that Shareholders vote in favour of Resolution 3. Each Director
intends to vote the Shares they control in favour of Resolution 3. Mr Gomwe makes no recommendation.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 3.
Resolution 4 – Approval to Grant Options & Performance Rights under the Orion Minerals Option & Performance Rights Plan
Background
The Board has established the Orion Minerals Option & Performance Rights Plan (Plan) to provide an incentive to
employees by enabling them to participate in the Company's development and growth. Directors of the Company are not
eligible to participate in the Plan. The Board has previously implemented a plan with similar terms as the Plan, which was last
approved by Shareholders at the 2020 Annual General Meeting. As of the date of this Meeting, more than three years
would have lapsed since Shareholder approval was obtained in 2020. In addition, the terms of the Plan have been subject
to certain adjustments to comply with the new employee share scheme regime introduced under the Corporations Act.
Accordingly, the Company seeks Shareholder approval to re-adopt the Plan, and the issue of securities under that Plan, for
the purposes set out in this Explanatory Memorandum. The terms of the Plan (as amended) are summarised below.
The Plan:
• offers long-term incentives to employees, in the form of options and performance rights over Shares; and
Page | 9
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
• aims to align rewards for performance with the achievement of the Company's strategic objectives for the financial
year 2024 and beyond.
Purpose of Resolution 4
Resolution 4 seeks Shareholder approval for future issues of securities under the Plan for the purposes of ASX Listing Rule 7.2
(Exception 13).
ASX Listing Rule 7.1 requires shareholder approval for an issue of equity securities (which includes options and performance
rights) if, over a 12 month period, the number of equity securities issued is more than 15% of the number of ordinary shares
on issue at the start of that 12 month period.
ASX Listing Rule 7.2 (Exception 13) provides that an issue of equity securities under an employee incentive scheme
does not detract from the available 15% limit under ASX Listing Rule 7.1 if shareholders approved the issue of
securities under the employee incentive scheme as an exception to ASX Listing Rule 7.1 no more than three years before
the date of issue. Accordingly, approval is sought under ASX Listing Rule 7.2 (Exception 13) for the grant of options and
performance rights under the Plan, so that such grants do not detract from the 15% limit.
If Shareholder approval is obtained for the purposes of Listing Rule 7.2 (Exception 13), the Company will be able to issue
options and performance rights under the Plan (subject to the maximum number of options and performance rights to be
issued under the Plan as set out below) to eligible participants over a period of three years without using the Company's
15% annual placement capacity under Listing Rule 7.1.
If Shareholder approval is not obtained, the Company will be able to proceed with the issue of options and performance
rights under the Plan (again, subject to the maximum number of options and performance rights to be issued under the Plan
as set out below) to eligible participants, but any issue of options or performance rights will reduce, to that extent, the
Company's capacity to issue securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following
the issue of the options or performance rights.
Information required for the purpose of Listing Rule 7.2 (Exception 13)
The following information is provided in accordance with Listing Rule 7.2 (Exception 13):
Summary of the Orion Minerals Option & Performance Rights Plan
The following is a summary of the key terms of the Plan:
• Under the Plan, the Board may offer options and performance rights to employees of the Company and its related
bodies corporate, or such other persons as the Board determines.
• Options and performance rights offered under the Plan are subject to certain vesting conditions which must be satisfied
or waived by the Company before the options or rights will vest.
• On exercise of a vested option or on vesting of a performance right, the Company will deliver a fully paid ordinary share
to the Plan participant. Performance rights do not need to be exercised and shall become vested upon written notice
by the Company to the participant. Shares can be delivered by either new issue or on-market purchase.
• The exercise price (if any) of the options will be an amount determined by the Board specified at the time an option is
granted. No amount is payable upon vesting of a performance right, unless the Board determines otherwise at the time
the performance right is granted.
• The Board will have the discretion to determine the terms and conditions of a grant of options or performance rights,
including:
(a) vesting conditions which must be met before the options can be exercised or the performance rights are vested;
(b) restrictions on the disposal of or dealing in a Share delivered upon the exercise of an option or in respect of a
vested performance right; and
(c) whether the Shares to be delivered upon the exercise of an option or in respect of a vested performance right
are to be held by a trustee for the benefit of the participant. As at the date of this approval, the Board has not
established a trust for these purposes.
• The maximum term of options and performance rights granted under the Plan will be 7 years, or another period specified
by the Board at the time of grant.
• When options or performance rights are granted, the Board may specify the circumstance in which they will expire
(whether vested or unvested), including in relation to the cessation of employment.
• Unless the options have been exercised or the performance rights have vested and the Shares delivered before the
relevant record date, a Plan participant cannot participate in new issues of securities to holders of Shares, in relation to
those options or performance rights.
• If the Company makes a pro rata bonus issue of Shares or other securities to holders of Shares, and options have not
been exercised or rights have not vested, then the number of Shares the subject of the options or rights will be increased
by the number of securities that the participant would have received if the options had been exercised or the rights had
vested before the record date for the bonus issue.
Page | 10
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
• If the Company makes a pro rata issue of securities (other than a bonus issue) to holders of Shares, and an amount is
payable on the exercise of options or in respect of vested performance rights, the exercise price will be changed in
accordance with the ASX Listing Rules. If no amount is payable on the exercise of the options or in respect of vested
performance rights, the number of options or performance rights held by a participant may be adjusted in such manner
as the Board determines, subject to law.
• In the event of a capital reorganisation, the number of Shares the subject of each option or performance right will be
adjusted in accordance with the ASX Listing Rules.
• Options and performance rights will be forfeited if the applicable vesting conditions are not satisfied, or if the participant
commits any act of fraud, defalcation, gross misconduct or a serious breach of their employment or appointment terms
in relation to the Company or a related body corporate.
• If control of the Company changes, the Board has the discretion to resolve to (i) waive any vesting conditions which
have not been satisfied, or (ii) provide that all or a specified number of a participant's options may be exercised for a
period specified by the Board and, if not exercised within that period, will lapse.
• The Company may appoint a trustee for the purposes of the trustee transferring Shares to participants in accordance
with the Plan and the Board may do all things necessary for the establishment, administration, operation and funding of
such a trust.
• The Board has certain discretions under the Plan. In particular, the Board may amend the rules of the Plan or waive
vesting conditions or disposal restrictions.
A copy of the Rules of the Plan is available on request from the Company's registered office.
Securities issued under the Plan
The previous plan was last approved by Shareholders on 20 November 2020. As at the date of this Notice, a total of 118
million options have been issued under the plan since that approval, as follows:
• On 1 December 2020, the Company issued 7 million options to employees and consultants of the Company; and
• On 12 May 2023, the Company issued 111 million options to employees and consultants of the Company.
Maximum number of securities proposed to be issued under the Plan
The maximum number of equity securities proposed to be issued under the Plan following Shareholder approval is 250 million
options to employees and consultants of the Company.
This maximum is not intended to be a prediction of the actual number of options or performance rights to be issued under
the Plan but is specified for the purposes of setting a ceiling on the number of options and performance rights approved to
be issued under and for the purposes of Listing Rule 7.2 (Exception 13(b)). Once that number is reached, any additional
issues of options or performance rights under the Plan would not have the benefit of Exception 13 without a fresh Shareholder
approval.
Voting exclusion statement
A voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 4. Each Director intends to vote the Shares they
control in favour of Resolution 4.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 4.
Resolution 5 – Approval for the proposed issue of Shares to Clover Alloys upon exercise of Options and increase in voting
power of Clover Alloys
Background
On 15 March 2023 the Company announced a $13 million capital raising to sophisticated and professional investors as part
of a broader strategic equity funding package that has resulted in the introduction of Clover Alloys Copper Investments
(Pty) Ltd (Clover Alloys) as a new cornerstone investor group.
The capital raising was conducted via a two-tranche placement to sophisticated and professional investors, pursuant to
Section 708A of the Corporations Act (Placement) and comprised the issue of approximately 882 million fully paid ordinary
shares (Shares) at an issue price of $0.015 (being ZAR18 cents) per Share and the issue of four free attaching unlisted options
for every Share issued (approximately 3.53 billion unlisted options at an exercise price of $0.017 (being ZAR20 cents) and an
expiry date of 30 November 2023) (Options). Key terms of the Placement are set out in the Company's ASX announcement
dated 15 March 2023.
On 31 March 2023, the Company announced the issue of Placement One Shares to investors, which included the issue of
approximately 440 million Shares to the value of approximately $6.7 million (being ZAR80 million) to Clover Alloys.
The issue of Shares and Options under Placement Two of the Placement and the issue of Options under Placement One of
the Placement was subject to receipt of Shareholder approval, which was sought and obtained at the general meeting
Page | 11
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
held on Friday 19 May 2023.
On 23 May 2023, following receipt of Shareholder approval for the purposes of Listing Rule 7.1, the Company announced
the issue of Options pursuant to Placement One of the Placement, which included the issue of approximately 1.7 billion
Options to Clover Alloys (Clover Options).
As at the date of this Notice, and following the issue of the Placement One Shares, Clover has a current voting power of
8.99%. Following the exercise of the Clover Options, and assuming no other Options are exercised, the voting power of
Clover Alloys in the Company will increase to up to 30.67%. As such, the issue of Shares to Clover Alloys (or its nominee)
upon exercise of the Clover Options must be approved by Shareholders not associated with Clover Alloys pursuant to item
7 of section 611 of the Corporations Act.
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%.
Generally, under section 608 of the Corporations Act, a person has a relevant interest in securities if they:
(a) are the holder of the securities; or
(b) have power to exercise, or control the exercise of, a right to vote attached to securities; or
(c) have power to dispose of, or control the exercise of a power to dispose of, the securities.
It does not matter how remote the relevant interest is or how it arises. If two or more people can jointly exercise one of these
powers, each of them is taken to have that power.
The voting power of a person is determined under section 610 of the Corporations Act. It involves calculating the number
of voting shares in the company in which the person and the person's Associates have a relevant interest.
A person (second person) will be an "Associate" of the other person (first person) if:
(a) the first person is a body corporate and the second person is:
(i) a body corporate the first person controls;
(ii) a body corporate that controls the first person; or
(iii) a body corporate that is controlled by an entity that controls the first person;
(b) the second person has entered or proposes to enter into a relevant agreement with the first person for the purposes
of controlling or influencing the composition of the company's board or the conduct of the company's affairs; and
(d) the second person is a person with whom the first person is acting, or proposing to act, in concert in relation to the
company's affairs.
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
7 of the table in section 611 of the Corporations Act provides an exemption where the acquisition is approved by a resolution
passed at a general meeting of the company before the acquisition is made. The parties involved in the acquisition and
their Associates are not able to cast a vote on the resolution. An independent expert is required to report on the fairness
and reasonableness of the transactions being put to shareholders for approval for the purpose of item 7 of section 611 of
the Corporations Act.
Shareholder approval sought
Shareholder approval is being sought in accordance with item 7 of section 611 of the Corporations Act because if Clover
Alloys exercised all of the Clover Options and no other Options or other convertible securities on issue were exercised this
would have the effect of increasing the voting power of Clover Alloys from 8.99% to up to 30.67% as illustrated below.
Pursuant to Listing Rule 7.2 (Exception 8) where an issue of securities is approved pursuant to item 7 of section 611 of the
Corporations Act, shareholder approval is not separately required for the purposes of Listing Rule 7.1.
Information required by item 7 of section 611 of the Corporations Act and ASIC Regulatory Guide 74
The following paragraphs set out information required to be provided to Shareholders under item 7 of section 611 of the
Corporations Act and ASIC Regulatory Guide 74. Shareholders are also referred to the Independent Expert's Report set out
in Appendix A to this Notice.
(a) Identity
Upon exercise of the Clover Options, the Shares will be issued to Clover Alloys.
Clover Alloys does not have any associates who hold a relevant interest in shares in Orion.
(b) Shareholding and voting power
As at the date of this Notice, Clover Alloys currently holds 511,208,440 Shares and has a current voting power of
8.99%. Following the exercise of the Clover Options, the voting power of Clover Alloys will increase to up to 30.67%
(assuming no other Options or other convertible securities on issue are exercised).
Page | 12
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
The effect of the exercise of Clover Options on the voting power of Clover Alloys is summarised in the following
table, which outlines:
(i) As at the date of this Notice - the shareholding and voting power of Clover Alloys in the Company as at the
date of this Notice, but prior to the issue of any Shares pursuant to the exercise of the Clover Options;
(ii) Shareholder approval obtained, all Clover Options are exercised and other Options are exercised to varying
extents - the maximum extent of the increase in, and total, shareholding and voting power of Clover Alloys
in the Company following the issue of Shares to Clover Alloys on exercise of the Clover Options and assuming
either 25%, 50% or 100% of the other Options are exercised; and
(iii) Shareholder approval is not obtained, and 100% of other Options are exercised - the maximum extent of the
increase in, and total, shareholding and voting power of Clover Alloys in the Company, assuming that
Shareholder approval is not obtained, but 100% of the other Options are exercised.
Maximum Total Shares held (or to Total Shares Maximum % holding /
increase (No. be held) by Clover on issue in the increase (%) voting power
of Shares) of Alloys Company of Clover Clover Alloys
Clover Alloys Alloys
As at the date of
N/A 511,208,440 5,686,701,348 N/A 8.99%
this Notice
Shareholder
approval obtained,
all Clover Options
are exercised and:
(a) 25% of other 1,777,777,776 2,288,986,216 7,898,323,357 19.99% 28.98%
Options are
exercised
(b) 50% of other
Options are 1,777,777,776 2,288,986,216 8,332,167,590 18.48% 27.47%
exercised
(c) 100% of other
Options are 1,777,777,776 2,288,986,216 9,199,856,056 15.89% 24.88%
exercised
Shareholder
approval is not
obtained, no Clover
Options are
N/A 511,208,440 7,422,078,280 N/A 6.89%
exercised and
100% of other
Options are
exercised
(c) Reasons for the proposed issue of Shares
Pursuant to the terms of the Placement, Clover Alloys is entitled to exercise some or all of the Clover Options at any
time prior to the expiry date (30 November 2023).
(d) Expected timing of the proposed issue of Shares
If Shareholder approval is obtained, the Shares will be issued to Clover Alloys on or about 13 December 2023.
(e) Material terms of the proposed issue of Shares
As announced on 15 March 2023, the Placement participants were offered four free attaching unquoted options
for each Share issued under the Placement, exercisable at $0.017 (being ZAR20 cents) and expiring on 30 November
2023. The issue of all Options was subject to receipt of Shareholder approval, which was sought and obtained at
the general meeting held on Friday 19 May 2023. Upon exercise of the Options, each optionholder is entitled to
receive 1 Share in the Company.
(f) Other relevant agreements
There is no other relevant agreement between the Company and Clover Alloys that is conditional on (or directly or
indirectly depends on) Shareholder approval of the issue of Shares. However, as previously disclosed, Clover Alloys
has the right to nominate a Director to the Board of the Company, and has nominated Mr Philip Kotze to the Orion
Board as its nominee director.
Page | 13
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
(g) Future intentions of Clover for the Company
Clover Alloys has informed the Company that its intentions mentioned in this section are based on the facts and
information regarding the Company, its business and the general business environment which are known to Clover
Alloys as at the date of this Notice, which is limited to publicly available information. Any future decisions regarding
these matters will only be made based on all material information and circumstances at the relevant time.
Accordingly, the statements set out below are statements of current intention only which, if circumstances change
or new information becomes available in the future, could change accordingly.
As announced on 15 March 2023, Clover Alloys was offered a seat on the Board of the Company following
completion of the capital raising. Philip Kotze, CEO of Clover Alloys, was appointed as a non-executive Director of
the Company on 5 April 2023. There are no other changes to the composition of the Company's Board currently
proposed by Clover Alloys or the Company.
Other than as disclosed above or elsewhere in this Explanatory Memorandum, Clover Alloys:
(i) has no current intention of making any significant changes to the existing business of the Company;
(ii) has no current intention to inject further capital into the Company other than as contemplated in this Notice
and through participation in respect of its rights under the Placement;
(iii) has no current intention of making changes regarding the future employment of the Company's present
employees;
(iv) does not currently intend for any assets to be transferred between the Company and itself or any person
associated with it;
(v) has no current intention to otherwise redeploy the fixed assets of the Company; and
(vi) has no current intention to significantly change the Company's existing financial or dividend policies,
if the proposed issue of Shares is approved by Shareholders.
The Company understands that Clover Alloys supports the Board's current strategy for the Company.
(h) Directors' interests in the proposed issue of Shares
The current Directors of the Company are Denis Waddell, Errol Smart, Mark Palmer, Godfrey Gomwe and Philip
Kotze.
Denis Waddell, Errol Smart, Mark Palmer and Godfrey Gomwe do not have a material personal interest in the
proposed issue of Shares to Clover Alloys, or in the outcome of Resolution 5.
Philip Kotze does not have a material personal interest in the proposed issue of Shares to Clover Alloys or in the
outcome of Resolution 5. However, the Company does not consider Philip Kotze to be independent, on the basis
that he is a representative of Clover Alloys.
(i) Details of any person who is intended to become a Director if Resolution 5 is passed
No person will be appointed as a Director of the Company if Resolution 5 is passed.
(j) Further background information on Clover Alloys
Clover Alloys is a privately owned South African mining group with significant mine development and operational
expertise, including a strong track record in the successful development and operation of modular, capital efficient
metal processing plants at its chrome mines in South Africa. This expertise will be of significant strategic value to the
Company as it advances the development of its Prieska Copper Zinc Mine and Okiep Copper Project in South
Africa towards production.
Independent Expert's Report
Accompanying this Notice is an Independent Expert's Report prepared by the Independent Expert. The Independent
Expert's Report assesses whether the issue of Shares to Clover Alloys upon exercise of the Clover Options and the increase
in the voting power of Clover Alloys to a maximum of 30.67%, pursuant to Resolution 5, is fair and reasonable to the
Shareholders not associated with Clover Alloys.
The report concludes that the issue of Shares to Clover Alloys upon exercise of the Clover Options, and the resultant increase
in the voting power of Clover Alloys to a maximum of 30.67%, pursuant to Resolution 5, is not fair but reasonable to the
Shareholders not associated with Clover Alloys.
Please refer to the Independent Expert's Report at Appendix A for further details and in particular the advantages and
disadvantages of the issue of Shares to Clover Alloys, the subject of Resolution 5. This assessment is designed to assist all
Shareholders in reaching their voting decision. It is recommended that all Shareholders read the Independent Expert's
Report in full.
Directors' recommendation and voting intentions
The Directors other than Mr Philip Kotze recommend that Shareholders vote in favour of Resolution 5. Each Director intends
to vote the Shares they control in favour of Resolution 5. Mr Kotze makes no recommendation.
Page | 14
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 5.
Resolutions 6(a) and 6(b) - Issue of Shares to Webb Street
Background
The Company engaged Webb Street Capital (Pty) Ltd (Webb Street) to provide professional services to the Company in
South Africa over recent years, including in relation to the Placement (Services). As consideration for the Services, the
Company agreed to pay Webb Street a fee of 5% of the proceeds raised from South African investors introduced by Webb
Street to the Placement (including upon exercise of Options issued under the Placement) (Success Fee), in accordance
with the terms of an engagement letter (Services Engagement Letter). To date, Webb Street has issued an invoice for
ZAR5,337,500, representing 5% of amounts received by the Company from the issue of Shares to South African investors
introduced by Webb Street under Tranche 1 and Tranche 2 of the Placement, and 5% of amounts received by the Company
upon the exercise of Options by South African investors introduced by Webb Street under the Placement (Incurred Success
Fee). Further fees of up to ZAR23,722,222 may be payable by the Company to Webb Street, in the event that any further
Options issued to South African investors introduced by Webb Street under the Placement are exercised.
Pursuant to a separate Advisor Placement and Put Option Agreement, Webb Street has agreed to provide further support
to the Company by:
(a) agreeing to subscribe for 29,652,776 Shares at an issue price of ZAR18 cents per Share, representing a subscription
amount of ZAR5,337,500 (Advisor Placement); and
(b) granting a put option to the Company to allow (but not require) the Company to require Webb Street to subscribe
for up to 118,611,109 Shares in the Company at an issue price of ZAR20 cents per Share up to a maximum
subscription amount of the lower of:
i. ZAR23,722,222; or
ii. the value of the Success Fee payable by the Company to the Advisor pursuant to clause 6.3(a)(ii) of the
Services Engagement Letter (Put Option).
The Company and Webb Street agreed that the obligation for Webb Street to pay the subscription amount in respect of
Shares issued pursuant to the Advisor Placement and Put Option Agreement could be set off against amounts payable by
the Company under the Services Engagement Letter, including the Incurred Success Fee.
On 9 August 2023, the Company announced it had issued 29,652,776 Advisor Placement Shares to Webb Street pursuant to
the Advisor Placement and Put Option Agreement, with the subscription price payable by Webb Street for the Advisor
Placement Shares (being ZAR5,337,500) set off against the Incurred Success Fee payable by the Company under the
Services Engagement Letter.
As at the date of this Notice, the Company may elect to require Webb Street to subscribe for up to an additional 118,611,109
Shares under the Advisor Placement and Put Option Agreement (Put Option Shares).
Resolution 6(a) - Ratification of Prior Issue of Shares to Webb Street
Background
Resolution 6(a) seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of Advisor Placement Shares to
Webb Street.
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 issue of Advisor Placement Shares 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 6(a) seeks Shareholder
approval for the issue of Advisor Placement Shares under and for the purposes of ASX Listing Rule 7.4.
If Resolution 6(a) is passed, the Advisor Placement Shares 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 6(a) is not passed, the Advisor Placement Shares 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 relevant Issue Date.
Page | 15
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
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 Advisor
Placement Shares:
(a) the Shares were issued to Webb Street. Webb Street is not a related party, or Associate of any related parties, of
the Company;
(b) the Shares were issued on 9 August 2023;
(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) as noted above, the subscription price payable by Webb Street for the Shares was set-off against amounts owing
by the Company to Webb Street for the Incurred Success Fee. The Shares were issued at a deemed issue price of
ZAR18 cents per Share;
(e) as noted above, the subscription price payable by Webb Street for the Shares was set-off against amounts owing
by the Company to Webb Street for the Incurred Success Fee under the Services Engagement Letter;
(f) the Shares were issued pursuant to the Advisor Placement and Put Option Agreement, the material terms of which
are summarised as follows:
i. Webb Street agreed to subscribe for 29,652,776 Shares at an issue price of ZAR18 cents per Share and to
grant to the Company a put option to allow (but not require) the Company to require Webb Street
subscribe for up to 118,611,109 Shares at an issue price of ZAR20 cents per Share. The subscription price
may be set-off against amounts owing by the Company to Webb Street pursuant to the Services
Engagement Agreement.
ii. The maximum subscription amount is determined by the lower of ZAR23,722,222 or the value of the Success
Fee payable by the Company pursuant to the Services Engagement Letter (Put Option Amount). The
Company may issue multiple Put Option Notices, subject to the aggregate price payable not exceeding
the Put Option Amount.
iii. If the issue of Shares requires approval from the Financial Surveillance Department of the South African
Reserve Bank (SARB), the Company is required to take reasonable steps to promptly obtain such approval.
If SARB approval and/or Shareholder approval is required for the issue of Shares and it is not obtained by
31 March 2024, Webb Street is not required to subscribe for the Shares and the Put Option will terminate.
iv. In addition, in respect of any Put Option Shares, if the Company is unable or does not elect to agree to
issue such Shares pursuant to Listing Rule 7.1 at the time of exercise of the Put Option, the Company must
as soon as reasonably practicable convene a meeting of the Company's Shareholders to seek any
necessary Shareholder or regulatory approval required for the issue of Put Option Shares to Webb Street.
v. If the Company is unable to provide a cleansing notice in accordance with section 708A(5)(e) of the
Corporations Act, Webb Street is not obliged to subscribe for the relevant Shares, however, Webb Street
may subscribe for the Shares, in which case the Company is not obliged to issue a cleansing notice, but
Webb Street may not sell the Shares other than to certain exempt investors to whom disclosure is not
required to be made.
vi. The agreement terminates on 30 April 2024, unless extended by the parties. The Company may terminate
the agreement immediately if the Company terminates the Service Engagement Letter.
vii. Other material terms of the Advisor Placement and Put Option Agreement are summarised above in the
"Background" section.
(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 6(a). Each Director intends to vote the Shares they
control in favour of Resolution 6(a).
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 6(a).
Resolution 6(b) - Approval to Issue Shares to Webb Street
Resolution 6(b) seeks Shareholder approval under and for the purposes of ASX Listing Rule 7.1 for the issue of up to 118,611,109
Put Option Shares to Webb Street (or its nominee) pursuant to the terms of the Advisor Placement and Put Option
Agreement, if the Put Option is exercised by the Company. As at the date of this Notice, the Put Option has not been
exercised in respect of, and there is currently no agreement to issue, the Put Option Shares.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolutions 7(a) above. The proposed issue of the Put Option
Shares does not fall within any of the exceptions to ASX Listing Rule 7.1 and the Company does not have sufficient placement
capacity remaining under that ASX Listing Rule to accommodate the proposed issue. It therefore requires the approval of
Shareholders under ASX Listing Rule 7.1.
The effect of Resolution 6(b) will be to allow the Company to issue the Put Option Shares to Webb Street during the period
of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement
capacity.
Page | 16
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
Technical information required by ASX Listing Rule 7.3
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the proposed
issue of Put Option Shares:
(a) the Shares will be issued to Webb Street (or its nominee). Webb Street is not a related party, or Associate of any
related parties, of the Company;
(b) the maximum number of Shares to be issued is 118,611,109;
(c) the Shares 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;
(d) the Shares are intended to be issued on or around 13 December 2023, but will be issued no later than 3 months
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);
(e) as noted above, the subscription price payable by Webb Street for the Shares may be set-off against amounts
owing by the Company to Webb Street for any remaining Success Fee that becomes payable to Webb Street. If
the set-off is applied, the Shares will be issued at a deemed issue price of ZAR20 cents per Share;
(f) if the right of set-off is not applied to the price payable for such Shares, the funds raised will be applied principally
to progress the development of the Company's Prieska Copper-Zinc Mine and otherwise for general working capital
purposes. If the right of set-off is applied, no amounts will be raised by the Company;
(g) the Shares will be issued pursuant to the Advisor Placement and Put Option Agreement, the material terms of which
are summarised above in the Technical Information required for Resolution 6(a); and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 6(b). Each Director intends to vote the Shares they
control in favour of Resolution 6(b).
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 6(b).
Resolution 7 – Approval to Issue Shares – OCP Consideration Shares
Background
As set out in the announcements by the Company on 2 February 2021 and 2 August 2021, the Company exercised a
restructured option to directly acquire the mineral rights and other assets (OCP Sale Assets) held by Southern African
Tantalum Mining (Pty) Ltd (SAFTA), Nababeep Copper Company (Pty) Ltd (NCC) and Bulletrap Copper Co (Pty) Ltd (BCC)
(collectively the Target Entities), rather than acquire the shares in the Target Entities themselves (OCP Transaction).
It is intended that the OCP Sale Assets will be acquired by two newly formed Orion subsidiary companies, namely New
Okiep Exploration Company (Pty) Ltd (initially 100% Orion-owned) and the New Okiep Mining Company (Pty) Ltd (initially
56.3% owned by Orion and 43.7% owned by Industrial Development Corporation (IDC)). Both of these entities will, to the
extent required, introduce empowerment partners in compliance with the Mining Charter 2018.
Transaction Agreements
In order to record the terms and conditions pursuant to which Orion would acquire the OCP Sale Assets, on or about 31 July
2021, Orion entered into:
• a separate Asset Acquisition Agreement with, amongst others, each of the Target Entities and their respective
shareholders (collectively, the OCP Shareholders); and
• a Transaction Cooperation Agreement with the Target Entities and the OCP Shareholders,
(collectively, the Transaction Agreements).
In terms of the Transaction Agreements:
• the aggregate purchase consideration payable by the Company (or its subsidiaries) to the Target Entities (and
which thereafter will be immediately distributed to the OCP Shareholders) for the OCP Sale Assets is ZAR76.5 million
(approximately $7.1 million) (OCP Purchase Consideration);
• the OCP Purchase Consideration is to be settled as to ZAR18.4 million in cash and ZAR58.1 million in Shares (OCP
Share Consideration);
• the issue price of the Shares in settlement of the OCP Share Consideration will be equal to the 30-day VWAP of the
Shares traded on the ASX and the JSE in the period ending on the date that is the earlier of:
o the closing date of the applicable part of the relevant OCP Transaction (or, in the case of OCP Purchase
Consideration being satisfied as a Pre-Payment settled in Shares, the date immediately prior to the date of
issue of the OCP Consideration Pre-Payment Shares); and
o 30 days after the date on which the last specified mineral right is granted in respect of the Target Entity that is
the subject of that transaction,
Page | 17
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
(Issue Price);
• the Company will pre-pay a portion of the OCP Purchase Consideration (Pre-Payment) to the Target Entities (and
which thereafter will be immediately distributed to the OCP Selling Shareholders) with effect from the date that is
90 days after the date on which the last mineral right is granted in respect of the Target Entity that is the subject of
that transaction until the closing date of the OCP Transaction concerned. The Pre-Payment amount is currently
ZAR350,000 in respect of the SAFTA transaction and ZAR250,000 in respect of each of the NCC transaction and the
BCC transaction and payable in cash, however, the Company may elect (at its discretion) to pre-pay a higher
amount. Should the Company elect (at its discretion) to increase the amount of the Pre-Payment, such increased
Pre-Payment may be satisfied in cash or by way of an issue of Shares (OCP Consideration Pre-Payment Shares),
calculated at the Issue Price. The aggregate value of the Pre-Payments is currently deducted from the OCP Share
Consideration, in accordance with the formula set out below; and
• in addition to the OCP Purchase Consideration, the OCP Selling Shareholders will be entitled to a conditional
deferred payment (Agterskot). The Agterskot will be calculated on the basis of the number of tonnes of Mineral
Resources published by Orion in relation to the Mineral Projects in compliance with the JORC Code, estimated with
reference to the relevant cut-off grade, less the tonnes of the baseline JORC Code Mineral Resource.
For additional information on the salient details of the Transaction Agreements, refer to Orion's ASX / JSE announcement,
released on 2 August 2021.
In accordance with the Transaction Agreements, and subject to Shareholder approval, the Company intends to issue the
OCP Share Consideration to the Target Entities (and which thereafter will be immediately distributed to the OCP Selling
Shareholders, in proportion to their shareholding in each of the Target Entities) at the Issue Price and otherwise in
accordance with the description provided above. Although the Shareholders previously provided their approval for the
issue of the OCP Consideration Shares (as defined below) at the General Meeting held on 19 May 2023, as it has been more
than 3 months since the date of that meeting, approval from the Shareholders is being re-sought.
OCP Consideration Shares
The number of Shares to be issued to the Target Entities (and which thereafter will be immediately distributed to the OCP
Selling Shareholders) in settlement of the OCP Share Consideration (including any Pre-Payment to be satisfied by way of
issue of OCP Consideration Pre-Payment Shares) under the Transaction Agreements (together, OCP Consideration Shares)
will be determined with reference to the following formula:
OCP Share Consideration – Pre-Payments (settled in cash)
Issue Price
The following table shows the number of OCP Consideration Shares to be issued to the OCP Selling Shareholders, assuming
a Consideration Share Issue Price of $0.017 and the current exchange rate of 1 ZAR = AUD0.083:
Purchase Price (ZAR) Number of Consideration Shares to be issued % Shareholding in the Company1
ZAR51.8 million 253 million 4.26%
If any OCP Consideration Pre-Payment Shares are issued by way of Pre-Payment, the number of OCP Consideration Shares
to be issued on closing of the relevant OCP Transaction will be reduced, and shall be calculated as follows:
OCP Share Consideration – Pre-Payments (settled in cash) - value of Pre-Payment (settled by way of issue of OCP
Consideration Pre-Payment Shares)
Issue Price
Approval sought
As noted above, the Company is proposing to issue the OCP Consideration Shares to the Target Entities (and which
thereafter will be immediately distributed to the OCP Selling Shareholders).
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolution 4 on page 10 above.
Resolution 7 seeks the required Shareholder approval under and for the purposes of ASX Listing Rule 7.1 for the issue of the
OCP Consideration Shares.
If Resolution 7 is passed, the Company will be able to proceed with the issue of the OCP Consideration Shares and discharge
its obligations under the Transaction Agreements. In addition, the OCP Consideration Shares will be excluded from the
calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing
Rule 7.1.
If Resolution 7 is not passed, the Company will still be able to proceed with the proposed issue of the OCP Consideration
Shares, however, the OCP Consideration Shares will be included in the calculation of the number of equity securities that
the Company can issue without Shareholder approval under 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 date of issue of the OCP
Consideration Shares.
1 This calculation is based on the Company's Shares on issue as at the date of this Notice.
Page | 18
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
Technical information required by ASX Listing Rule 7.3
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the OCP
Consideration Shares (including any OCP Consideration Pre-Payment Shares) to be issued to the OCP Selling Shareholders:
(a) the OCP Consideration Shares will be issued to the Target Entities (and which thereafter will be immediately
distributed to the OCP Selling Shareholders). None of the OCP Selling Shareholders is a related party or an Associate
of a related party of the Company;
(b) the maximum number of OCP Consideration Shares the Company will issue will be calculated in accordance with
the formula noted above;
(c) the issue of the OCP Consideration Shares (excluding any OCP Consideration Pre-Payment Shares) is subject to
completion of the OCP Transaction, which is subject to the satisfaction of a number of suspensive conditions
(including South African regulatory approvals). As such, the proposed date of issue is not currently known, but the
OCP Consideration Shares will be issued no later than 3 months 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). Further, as noted above, the
Company may elect (at its discretion) to satisfy any increased Pre-Payment in cash or via the issue of OCP
Consideration Pre-Payment Shares. The Pre-Payment, settled in cash or by issuing such OCP Consideration Pre-
Payment Shares, may not be subject to completion of the OCP Transaction. As at the date of this Notice, the
Company has not elected to increase the Pre-Payment, whether in cash or by way of issue of OCP Consideration
Pre-Payment Shares. As such, the proposed date of issue is not currently known, but any OCP Consideration Pre-
Payment Shares will be issued no later than 3 months 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);
(d) the deemed issue price per OCP Consideration Share will be an amount equal to the 30-day VWAP of the Shares
traded on the ASX and JSE in the period ending on the date that is the earlier of:
(i) the closing date of the applicable part of the relevant OCP Transaction; and
(ii) 30 days after the date on which the last specified mineral right is granted in respect of the Target Entity that
is the subject of that transaction;
(e) the OCP Consideration Shares to be 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 OCP Consideration Shares will be issued under the Transaction Agreements in satisfaction of the obligation of
the Company to settle the OCP Share Consideration in partial payment for the acquisition of the OCP Sale Assets
from the Target Entities. As such, no funds will be raised from the issue of the OCP Consideration Shares;
(g) the Company will not receive any funds from the issue as the OCP Consideration Shares will be issued as part of the
consideration payable for the OCP Sale Assets under the terms of the Transaction Agreements, as summarised in
the Background to this Resolution above; and
(h) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 7. Each Director intends to vote the Shares they
control in favour of Resolution 7.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 7.
Page | 19
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
Glossary
$ means Australian dollars.
Annual 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.
AUD means Australian dollar.
AWST means Australian Western Standard Time.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day,
Boxing Day, and any other day that ASX declares is not a business day.
Chair or Chairman means the chairperson of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced
by the member, in the member's dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).
Company or Orion means Orion Minerals Ltd (ACN 098 939 274).
Constitution means the Company's constitution, as amended from time to time.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Memorandum means the explanatory memorandum accompanying the Notice.
Independent Expert means RSM Corporate Australia Pty Ltd.
Independent Expert's Report means the independent expert's report prepared by the Independent Expert set out in
Appendix A to this Notice.
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.
Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual
financial report for the year ended 30 June 2023.
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 or JSE Investor Services (Pty) Ltd (as applicable).
ZAR means South African Rand.
Page | 20
NOTICE OF ANNUAL GENERAL MEETING 2023 ORION MINERALS LTD
ACN 098 939 274
Appendix A - Independent Expert's Report
[Due to certain size limitations on the JSE SENS platform relating to text converted documents, the Independent Expert's Report
must be accessed via the PDF version of the Notice of Annual General Meeting 2023 released on SENS and Orion's website at
www.orionminerals.com.au]
Date: 30-10-2023 08:58:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.