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Release of Escrowed Shares
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
Release of Escrowed Shares
Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) refers to its announcement on 6 May 2024,
where it advised that it has taken another key step in its strategy to become a leading diversified
international base metals producer as it reaches the final stages of its acquisition of a controlling interest in
the Okiep Copper Project (OCP), located approximately 570km north of Cape Town in the Northern Cape
Province of South Africa.
In its announcement on 6 May 2024, Orion advised that:
• The Industrial Development Corporation of South Africa Ltd (IDC), which is a strategic funding
partner in the OCP, has obtained its internal approvals and counter-signed the addenda to the
agreements pursuant to which Orion will acquire the controlling interest in the OCP; and
• All the supplementary conditions to implement the first phase of the Okiep transaction have been
fulfilled (including receipt of the relevant approvals from the Foreign Surveillance Department of the
South African Reserve Bank and the South African Takeover Regulation Panel) and the Okiep
transaction agreements (as amended) have accordingly become unconditional.
Following on from the above developments, and as foreshadowed at that time, Orion completed the first
phase of the Okiep transaction on 8 May 2024 with payment of ZAR46 million (~A$3.8 million), being ZAR11
million payable in cash and ZAR35 million settled by way of Orion issuing 206,572,796 fully paid ordinary
shares (Shares). Orion obtained shareholder approval for ratification of the agreement to issue the
consideration Shares, at a General Meeting of shareholders, held on 23 May 2024. The salient details of the
Transaction Agreements are described in the announcement by the Company of 17 April 2024.
The Shares issued to the OCP Selling Shareholders in partial settlement of the SAFTA Phase 1 Consideration,
the NCC Phase 1 Consideration and the BCC Phase 1 Consideration (as those terms are defined in the
announcement by the Company on 17 April 2024) (OCP Phase 1 Consideration Shares) are subject to the
following restrictions on disposal:
• Stage 1: 25% shall not be disposed of prior to the date that is 3 months after the issue of the OCP
Phase 1 Consideration Shares;
• Stage 2: 25% shall not be disposed of prior to the date that is 6 months after the issue of the OCP
Phase 1 Consideration Shares; and
• Stage 3: 25% shall not be disposed of prior to the date that is 9 months after the issue of the OCP
Phase 1 Consideration Shares,
with the remaining 25% not being subject to any disposal restrictions.
Orion provides notice that in accordance with Listing Rule 3.10A, Stage 2 Shares (51,643,200 Shares) will be
released from voluntary escrow on 7 November 2024.
For and on behalf of the Board.
Errol Smart
Managing Director and CEO
31 October 2024
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
Date: 31-10-2024 08:43:00
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