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Notice of General Meeting
Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
Notice of General Meeting
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 General Meeting to be held on Thursday 30 July 2026, at 3:00pm
(Perth time):
• Shareholder letter;
• Notice of General Meeting (including the Explanatory Memorandum) (if requested); and
• Proxy Form.
The shareholder letter and Notice of General Meeting are available on the Company's website at
www.orionminerals.com.au.
For and on behalf of the Board.
Martin Bouwmeester
Company Secretary
30 June 2026
ENQUIRIES
Investors Media JSE Sponsor
Avishkar Nagaser Nicholas Read Monique Martinez
Executive: Corporate Communications Read Corporate, Australia Merchantec Capital
and Investor Relations
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 GENERAL MEETING
to be held on
Thursday, 30 July 2026 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.
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
TABLE OF CONTENTS
1. Notice of Meeting 5
2. Explanatory Memorandum 8
• Resolution 1 – Ratification of Prior Issue of Shares to OCP Selling Shareholders.
• Resolutions 2(a), 2(b) and 2(c) – Ratification of Prior Issue of Shares and Attaching Options – General
Placement.
• Resolutions 3(a) and 3(b) – Ratification of Prior Issue – Broker Options.
• Resolution 4 – Ratification of Prior Issue – Cornerstone Commitment Options.
• Resolution 5 – Ratification of Prior Issue of Shares and Attaching Options to Webb Street Capital (Pty) Ltd.
• Resolution 6 – Ratification of Prior Issue of Shares and Attaching Options to BPDT & Co. Pty Ltd.
3. Glossary 15
4. Appointment of Proxy (Enclosed separately)
KEY DATES
Record date to determine Shareholders who are entitled 4:00 p.m. (AWST) Friday, 26 June 2026
to receive the Notice of Meeting
Distribution of Notice of Meeting and announcement on Tuesday, 30 June 2026
SENS
Last day to trade for Shareholders on South African Share 3:00 p.m. (AWST) Tuesday, 21 July 2026
register in order to be entitled to vote at the Meeting
Voting record date 5:00 p.m. (SA Time) Friday, 24 July 2026
(JSE Share register)
Voting record date 4:00 p.m. (AWST) Tuesday, 28 July 2026
(ASX Share register)
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Monday, 27 July 2026
(JSE Share register)
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Tuesday, 28 July 2026
(ASX Share register)
General Meeting 3:00 p.m. (AWST) / Thursday, 30 July 2026
9:00 a.m. (SA Time)
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NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
The 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
Thursday, 30 July 2026 at:
Clayton Utz
Level 27, QV. 1 Building
250 St Georges Terrace
Perth, Western Australia
Your Vote is Important
The business of the General Meeting affects your shareholding and your vote is important.
The Board is pleased to welcome Shareholders to the Meeting in person. Shareholders may also participate in the Meeting
via teleconference or webcast, rather than attending in person. However, 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 attend via the online platform and 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 Tuesday, 28 July 2026 online or by post and JSE proxy forms must be submitted to the Company's share
registry by 3:00 p.m. (AWST), on Monday, 27 July 2026 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 online platform will be available on the Company's website, www.orionminerals.com.au.
Voting in Person
To vote in person, attend the General Meeting on the date and at the place set out above.
Voting by Proxy and Corporate Representatives
To vote by proxy, your ASX Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Tuesday, 28
July 2026 and your JSE Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Monday, 27 July
2026. Proxy Forms can be lodged:
By mail: MUFG Corporate Markets (AU) 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
https://au.investorcentre.mpms.mufg.com/ 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
https://au.investorcentre.mpms.mufg.com/. Login to the
Investor Centre 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: MUFG Corporate Markets (AU) Limited* JSE Investor Services (Pty) Ltd*
* during business Parramatta Square, Level 22, Tower 6, One Exchange Square
hours Monday to 10 Darcy Street, Parramatta NSW 2150 Gwen Lane Sandown, Sandton,
Friday (9:00 a.m. - 2196
5:00 p.m.)
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NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
A Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy, who need not be a
Shareholder of the Company. A proxy may be an individual or a body corporate. If a Shareholder is entitled to cast two
or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise.
If a Shareholder appoints two proxies and their appointment does not specify the proportion or number of the Shareholder's
votes the proxy may exercise, each proxy may exercise one half of the Shareholder's votes. If a Shareholder appoints two
proxies, neither may vote on a show of hands.
Shareholders and their proxies should be aware that if proxy holders vote, they must cast all directed proxies as directed,
and any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be
executed in accordance with the Corporations Act.
The proxy form and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received at the
Company's Share Registry at least 48 hours before the commencement of the General Meeting or any adjournment of that
Meeting.
If a representative of a corporate Shareholder or a corporate proxy is to attend the Meeting pursuant to section 250D of
the Corporations Act, a certificate of appointment of the representative must be produced prior to the admission to the
Meeting. A form of certificate of appointment can be obtained from the Company's registered office.
Voting Entitlements
Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that the
shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the General Meeting will be
as it appears in the ASX Share register at 4:00 p.m. (AWST) on Tuesday, 28 July 2026 or in the JSE Share register at 5:00 p.m.
(SA Time) on Friday, 24 July 2026.
Access to documents
In accordance with the Corporations Act, a hard copy of the Company's annual financial report and / or Notice of
Meeting and meeting documents will not be sent by post ahead of our General Meeting unless you have elected for a
copy to be mailed to you. If you wish to receive a hard copy of the Company's annual financial report and / or Notice of
Meeting, please contact the share registry, MUFG Corporate Markets (AU) Limited, on 1300 554 474 (inside Australia) or
+61 1300 554 474 (outside Australia). Shareholders may view the Company's annual financial report and Notice of Meeting
on its website at www.orionminerals.com.au.
Page | 4
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
Notice of General Meeting
Notice is given that the 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 Thursday, 30 July 2026 commencing
at 3:00 p.m. (AWST).
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at
the General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
Agenda
Resolution 1 – Ratification of Prior Issue of Shares to OCP Selling Shareholders
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 71,911,941
Shares at an issue price of $0.015 per Share to the OCP Selling Shareholders on 19 March 2026, 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 1 by or on behalf of any OCP Selling
Shareholder and any of their Associates. However, this does not apply to a vote cast in favour of this Resolution 1 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 1, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 1 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution 1, in accordance with a direction
given to the Chair to vote on this Resolution 1 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 1; and
(ii) the holder votes on this Resolution 1 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolutions 2(a), 2(b) and 2(c) – Ratification of Prior Issue of Shares and Attaching Options – General Placement
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 242,354,540
Shares at an issue price of $0.022 per Share and 121,177,270 Attaching Options with an exercise price of $0.031 per
Option to professional and sophisticated investors on 29 May 2026 under the placement announced by the
Company on 22 May 2026, on the terms and conditions set out in the Explanatory Memorandum."
(b) "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 61,830,000
Shares at an issue price of $0.022 per Share and 30,915,000 Attaching Options with an exercise price of $0.031 per
Option to professional and sophisticated investors on 1 June 2026 under the placement announced by the
Company on 22 May 2026, on the terms and conditions set out in the Explanatory Memorandum."
(c) "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 393,846,154
Shares at an issue price of $0.022 per Share and 196,923,076 Attaching Options with an exercise price of $0.031 per
Option to professional and sophisticated investors on 4 June 2026 under the placement announced by the
Company on 22 May 2026, on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion: The Company will disregard any votes cast in favour of each of Resolution 2(a), Resolution 2(b) and
Resolution 2(c) by or on behalf of a person who participated in the relevant issue of securities and any Associate of that
person. However, this does not apply to a vote if it is cast in favour of Resolution 2(a), Resolution 2(b) and Resolution 2(c)
by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the
directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair 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 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.
Resolutions 2(a), 2(b) and 2(c) will be voted on as separate ordinary resolutions.
Page | 5
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
Resolutions 3(a) and 3(b) – Ratification of Prior Issue – Broker Options
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 3,709,800
Broker Options with an exercise price of $0.022 per Broker Option to the Supporting Brokers on 1 June 2026, as
consideration for professional services provided by Red Cloud, the Supporting Brokers, in connection with the
placement announced by the Company on 22 May 2026, on the terms and conditions set out in the Explanatory
Memorandum."
(b) "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 23,630,769
Broker Options with an exercise price of $0.022 per Broker Option to the Supporting Brokers on 4 June 2026, as
consideration for professional services provided by Webb Street Capital, the Supporting Brokers, in connection with
the placement announced by the Company on 22 May 2026, on the terms and conditions set out in the Explanatory
Memorandum."
Voting Exclusion: The Company will disregard any votes cast in favour of each of Resolution 3(a) and Resolution 3(b) by or
on behalf of the Supporting Brokers (or their respective nominees) and any other person who participated in the relevant
issue of Broker Options and any Associate of such persons. However, this does not apply to a vote if it is cast in favour of
Resolution 3(a) and Resolution 3(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 the Resolution in that way; or
(b) the Chair 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 as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 4 – Ratification of Prior Issue – Cornerstone Commitment Options
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 13,636,363
Cornerstone Commitment Options with an exercise price of $0.022 per Cornerstone Commitment Option to
Cornerstone Investors on 29 May 2026, in connection with the placement announced by the Company on 22 May
2026, 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 4 by or on behalf of Cornerstone
Investors and any Associate. 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 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.
Resolution 5 – Ratification of Prior Issue of Shares and Attaching Options to Webb Street Capital (Pty) Ltd
To consider and, if thought fit, to pass the following resolutions as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 23,627,134
Shares at a deemed issue price of $0.022 per Share and 11,813,567 Attaching Options with an exercise price of $0.031
to Webb Street Capital (Pty) Ltd on 4 June 2026, as consideration for professional services provided by Webb Street
Capital (Pty) Ltd in connection with the placement announced by the Company on 22 May 2026, 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 5 by or on behalf of Webb Street
Capital (Pty) Ltd and any person 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 such persons. However, this does not apply
to a vote cast in favour of this Resolution 5 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 5, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 5 in that way; or
Page | 6
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution 5, in accordance with a direction
given to the Chair to vote on this Resolution 5 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 5; and
(ii) the holder votes on this Resolution 5 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 6 – Ratification of Prior Issue of Shares and Attaching Options to BPDT & Co. Pty Ltd
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,909,088 Shares
at a deemed issue price of $0.022 per Share and 1,454,544 Attaching Options with an exercise price of $0.031 to BPDT
& Co. Pty Ltd on 4 June 2026 as consideration for professional services provided by BPDT & Co. Pty Ltd to the
Company's subsidiary, Prieska Copper Zinc Mine (Pty) Ltd, 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 6 by or on behalf of BPDT & Co. Pty
Ltd and any Associate. However, this does not apply to a vote if it is cast in favour of this Resolution 6 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 6, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 6 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution 6, in accordance with a direction
given to the Chair to vote as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on this Resolution 6; and
(ii) the holder votes on this Resolution 6 in accordance with directions given by the beneficiary to the holder to
vote in that way.
DATED: 22 June 2026
By Order of the Board
Martin Bouwmeester
Company Secretary
Page | 7
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
Explanatory Memorandum to accompany Notice of General Meeting
This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to
make an informed decision on the business to be conducted at the General Meeting.
The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to
the Resolutions.
Resolution 1 – Ratification of Prior Issue of Shares to OCP Selling Shareholders
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 (Mineral Rights), mineral data, rehabilitation guarantees, any
specified contracts and any other assets identified by Orion (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
Selling Shareholders), rather than acquire the shares in the entities themselves (OCP Transaction).
The OCP Sale Assets were acquired by two Orion controlled subsidiary companies, namely, New Okiep Exploration
Company (Pty) Ltd (currently 85.33% owned by Orion) (New Okiep Exploration) and New Okiep Mining Company (Pty) Ltd
(currently 56.25% and 43.75% owned by Orion and the Industrial Development Corporation of South Africa Ltd (IDC),
respectively) (New Okiep Mining) (collectively the Purchasers).
Orion announced on 18 March 2026 that, following satisfaction of the final suspensive conditions for the Okiep Copper
Project (OCP) Transaction, settlement of the Final Acquisition Consideration for Orion's acquisition of a controlling interest in
the OCP would be completed by way of consideration payable by Orion and its subsidiary, Area Metals Holdings No 6 (Pty)
Ltd (AMH6), including ZAR12.44 million (~$1.05 million) through the issue of fully paid Orion Shares (OCP Residual
Consideration Shares).
Issue of OCP Residual Consideration Shares
As noted above, the Company agreed to issue the OCP Residual Consideration Shares to the OCP Selling Shareholders in
settlement of the OCP Residual Share Consideration. On 19 March 2026, Orion issued 71,911,941 Shares at a deemed issue
price of $0.015 per Share finalising the Final Acquisition Consideration payable to acquire the controlling interest.
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue the OCP Residual Consideration
Shares to the OCP Selling Shareholders.
A summary of ASX Listing Rule 7.1 and 7.4 is set out in the Background to Resolution 2 on page 9 below.
The issue of the OCP Residual Consideration Shares does not fit within any of the exceptions to ASX Listing Rule 7.1 and, as
the issue of the OCP Residual Consideration Shares have 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.
The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having
to obtain Shareholder approval for such issues under ASX Listing Rule 7.1. To this end, Resolution 1 seeks Shareholder
ratification under and for the purposes of ASX Listing Rule 7.4 for the issue of the OCP Residual Consideration Shares.
If Resolution 1 is passed, the OCP Residual Consideration 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 1 is not passed and the OCP Residual Consideration 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.
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 OCP Residual
Consideration Shares issued to the OCP Selling Shareholders:
(a) the OCP Residual Consideration Shares were issued 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) 71,911,941 Shares were issued on 19 March 2026;
(c) the OCP Residual Consideration Shares issued were 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 deemed issue price is $0.015 per OCP Residual Consideration Share;
(e) the Company will not receive any funds from the issue of the OCP Residual Consideration Shares as the Shares were
issued as part of the consideration payable for the relevant Residual Mineral Rights under the terms of the
Transaction Agreements, as summarised in the Background to this Resolution above; and
(f) a voting exclusion statement is included with the Resolution.
Page | 8
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 1. Each Director intends to vote the Shares they
control in favour of Resolution 1.
Voting intention
The Chairman of the Meeting intends to vote all available undirected proxies in favour of Resolution 1.
Background to Resolutions 2(a), 2(b) and 2(c) to 5 – Capital Raising
The Company announced on 22 May 2026, that it was undertaking a capital raising which was conducted via a placement
to sophisticated and professional investors pursuant to Section 708 of the Corporations Act to raise approximately $15.4
million (~ZAR181 million) and comprised the issue of approximately 698 million Shares in the Company at an issue price of
$0.022 (being ZAR0.26) per Share and 349 million Attaching Options at an exercise price of $0.031 per Attaching Options,
expiring 36 months after the date of issue and on the terms set out in Attachment 1 to professional and sophisticated investors
(Capital Raising). The Capital Raising was conducted via the general placement as follows:
(a) General Placement: Between 29 May 2026 and 4 June 2026, the Company issued 698,030,694 Shares and
349,015,346 Attaching Options to raise approximately $15.4 million (~ZAR181 million) under the general placement
to sophisticated and professional investors as follows:
i. on 29 May 2026, the Company issued 242,354,540 Shares at an issue price of $0.022 per Share and
121,177,270 Attaching Options with an exercise price of $0.031 per Option, expiring 36 months after issue,
to raise approximately $5.3 million;
ii. on 1 June 2026, the Company issued 61,830,000 Shares at an issue price of $0.022 per Share and 30,915,000
Attaching Options with an exercise price of $0.031 per Option, expiring 36 months after issue, to raise
approximately $1.4 million; and
iii. on 4 June 2026, the Company issued 393,846,154 Shares at an issue price of $0.022 per Share and
196,923,076 Attaching Options with an exercise price of $0.031 per Option, expiring 36 months after issue,
to raise approximately $8.7 million,
(General Placement). The Shares and Attaching Options issued pursuant to the General Placement did not require
Shareholder approval under the ASX Listing Rules as they were issued pursuant to the Company's placement
capacity under ASX Listing Rule 7.1. However, ratification of the issue is being sought from Shareholders pursuant
to ASX Listing Rule 7.4 to allow for future equity fundraising flexibility (refer to Resolutions 2(a), 2(b) and 2(c) below
for further details).
The Company intends to use the funds raised from the issue of Shares pursuant to the Capital Raising principally to:
(a) continue early works at the Prieska Uppers Copper Zinc mine, including ongoing dewatering and site works, while
project funding is being finalised;
(b) commence development of the Prieska Uppers Mine when Glencore's financing becomes unconditional;
(c) finalise optimisation studies, ongoing site works and resource extension drilling at the Okiep Copper Project; and
(d) provide working capital including ongoing work associated with the finalisation of the financing and offtake
agreement with Glencore for the development of PCZM.
In addition, the Company issued the following securities in connection with fees payable to brokers providing support in
connection with the General Placement, or to cornerstone investors in the General Placement:
(a) Broker Options: 27,340,569 options at an exercise price of $0.022 per option, expiring 36 months after the date of
issue and on terms set out in Attachment 2 to Supporting Brokers providing support to the Company in connection
with the General Placement (see Resolutions 3(a) and 3(b));
(b) Cornerstone Commitment Options: 13,636,363 options at an exercise price of $0.022 per option, expiring 36 months
after the date of issue and on terms set out in Attachment 2 to certain cornerstone investors in the General
Placement (see Resolution 4); and
(c) Webb Street Securities: 23,627,134 Shares at a deemed issue price of $0.022 per Share and 11,813,567 Attaching
Options (on the same terms as the Attaching Options issued to investors under the General Placement) to Webb
Street Capital for support that it provided in South Africa in connection with the General Placement (see Resolution
5).
Resolutions 2(a), 2(b) and 2(c) – Ratification of Prior Issue of Shares and Attaching Options – General Placement
Background
As noted above, on 29 May 2026, 1 June 2026 and 4 June 2026 (each, a Placement Issue Date), Orion issued 242,354,540
Shares with 121,177,270 Attaching Options, 61,830,000 Shares with 30,915,000 Attaching Options and 393,846,154 Shares with
196,923,076 Attaching Options respectively. The Shares were issued at an issue price of $0.022 per Share to raise
approximately $15.4 million (~ZAR181 million) in aggregate under the General Placement and the Attaching Options were
issued for nil consideration, with an exercise price of $0.031 per Attaching Option, expiring 36 months after the relevant date
of issue.
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NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
Resolutions 2(a), 2(b) and 2(c) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares and
Attaching Options under the General Placement.
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a
listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary
securities it had on issue at the start of that period.
The issue of Shares and Attaching Options under the General Placement did not fit within any of the exceptions to ASX
Listing Rule 7.1 and, as the issue of Shares and Attaching Options have not yet been approved by the Company's
Shareholders, they effectively utilise 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
relevant General Placement 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 so, 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, Resolutions 2(a), 2(b) and 2(c) seek
Shareholder approval for the prior issue of Shares under the General Placement under and for the purposes of ASX Listing
Rule 7.4.
The effect of passing Resolutions 2(a), 2(b) and 2(c) will be to allow the Shares issued under the General Placement to 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 relevant General Placement Issue Date. If
one or more of Resolutions 2(a), 2(b) and 2(c) are not passed, the relevant Shares issued under the General Placement will
be included in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity
securities it can issue without Shareholder approval over the 12 month period following the relevant General Placement
Issue Date.
Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Shares and
Attaching Options issued pursuant to the General Placement:
(a) the Shares and Attaching Options were issued to eligible sophisticated or professional investors in Australia, South
Africa, New Zealand, Singapore, Mauritius, Jersey, United Kingdom and the European Union, as identified by the
Company and as determined by the Board. None of the subscribers are related parties, or Associates of related
parties, of the Company;
(b) the Shares and Attaching Options were issued on the following dates:
i. 242,354,540 Shares and 121,177,270 Attaching Options were issued on 29 May 2026;
ii. 61,830,000 Shares and 30,915,000 Attaching Options were issued on 1 June 2026; and
iii. 393,846,154 Shares and 196,923,076 Attaching Options were issued on 4 June 2026;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company's existing Shares;
(d) the issue price was $0.022 per Share, which raised approximately $15.4 million in aggregate;
(e) the Attaching Options were issued for nil consideration with an exercise price of $0.031 per Attaching Option and
on the terms set out in Attachment 1;
(f) the Company intends to use the funds raised from the issue of Shares pursuant to the General Placement principally
to continue early works at the Prieska Uppers Copper Zinc mine, including ongoing dewatering and site works, while
project funding is being finalised, to finalise optimisation studies and ongoing site works at the Okiep Copper Project
and for general working capital purposes, including work associated with the finalisation of off-take related funding
for the development of both the Prieska Copper Zinc Uppers and Deeps mining stages. The Attaching Options will
be issued for nil consideration, and as such, no amounts were raised from the issue of the Attaching Options.
However, the Company will raise funds from any exercise of such Attaching Options. The Company expects that
such funds will be used for the same purpose as those funds raised from the issue of Shares under the General
Placement; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolutions 2(a), 2(b) and 2(c). Each Director intends to vote
the Shares they control in favour of each of Resolutions 2(a), 2(b) and 2(c).
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of each of Resolutions 2(a),
2(b) and 2(c).
Page | 10
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
Resolutions 3(a) and 3(b) – Ratification of Prior Issue – Broker Options
In connection with the General Placement, the Company engaged brokers and was supported by Canadian broker Red
Cloud Securities Inc. and in South Africa, Webb Street Capital (Supporting Brokers). As part of the fee payable to the
Supporting Brokers under the mandate entered into between the Company and Red Cloud Securities Inc. (Service
Engagement Agreement), the Company agreed to issue options to the Supporting Brokers with an exercise price of $0.022
per option and an expiry date of 36 months after the date of issue and on the terms set out in Attachment 2, with such
options representing 6% of the Shares issued to investors introduced by the Supporting Brokers (Broker Options).
In satisfaction of the fee payable, the Company issued 3,709,800 Broker Options to Red Cloud on 1 June 2026 and 23,630,769
Broker Options to Webb Street Capital on 4 June 2026, the Supporting Brokers.
Resolutions 3(a) and 3(b) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Broker Options to
Supporting Brokers.
A summary of ASX Listing Rule 7.1 and 7.4 is set out in the Background to Resolutions 2(a), 2(b) and 2(c) above. The issue of
the Broker Options does not fall within any of the exceptions to ASX Listing Rule 7.1, 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 of the Broker Options.
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, Resolutions 3(a) and 3(b) seek
Shareholder ratification for the issue of the Broker Options under and for the purposes of ASX Listing Rule 7.4.
If Resolutions 3(a) and 3(b) are passed, the Broker Options 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 of the Broker Options. If Resolutions 3(a) and 3(b) are not passed, the Broker Options
will be included in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity
securities it can issue without Shareholder approval over the 12 month period following the issue date of the Broker Options.
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 Broker
Options:
(a) the Broker Options were issued to the Supporting Brokers. The Supporting Brokers are service providers to the
Company and not a related party, or Associate of any related parties, of the Company;
(b) the Company issued 3,709,800 Broker Options to the Supporting Brokers on 1 June 2026 and issued 23,630,769 Broker
Options to the Supporting Brokers on 4 June 2026;
(c) as noted above, the Broker Options are being issued in lieu of the fee which is otherwise payable to the Supporting
Brokers in cash. As such, the Broker Options were issued for nil cash consideration, with an exercise price of $0.022
per Option and expiring 36 months after date of issue. However, the Company will raise funds from any exercise of
such Broker Options. The Company expects that such funds will be used for the same purpose as those funds raised
from the issue of Shares under the General Placement;
(d) the Broker Options were issued pursuant to the Service Engagement Agreement entered into between Orion and
Red Cloud Securities Inc. in connection with fees payable to the Supporting Brokers for services provided in
connection with the General Placement; and
(e) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolutions 3(a) and 3(b). Each Director intends to vote the
Shares they control in favour of Resolutions 3(a) and 3(b).
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolutions 3(a) and 3(b).
Resolution 4 – Ratification of Prior Issue – Cornerstone Commitment Options
Under the General Placement, Orion received commitments from certain existing shareholders representing approximately
$5.0 million as cornerstone support for the Company. In recognition of this support, Orion agreed to issue options to these
shareholders with an exercise price of $0.022 per option and expiry 36 months from date of issue (being the same option
terms as offered to the Supporting Brokers referred to above) (Cornerstone Commitment Options).
On 29 May 2026 Orion issued 13,636,363 Cornerstone Commitment Options to the supporting shareholders.
Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Cornerstone Commitment
Options.
A summary of ASX Listing Rule 7.1 and 7.4 is set out in the Background to Resolutions 2(a), 2(b) and 2(c) above. The issue of
the Cornerstone Commitment Options does not fall within any of the exceptions to ASX Listing Rule 7.1 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
Page | 11
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
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 of the Cornerstone Commitment Options.
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 4 seeks Shareholder
ratification for the issue of the Cornerstone Commitment Options under and for the purposes of ASX Listing Rule 7.4.
If Resolution 4 is passed, the Cornerstone Commitment Options 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 of the Cornerstone Commitment Options. If Resolution 4 is not passed, the
Cornerstone Commitment Options will be included in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively
decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following
the issue date of the Cornerstone Commitment Options.
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 Cornerstone
Commitment Options:
(a) the Cornerstone Commitment Options were issued to certain existing shareholders. The existing shareholders are
shareholders of the Company and are not a related party, or Associate of any related parties, of the Company;
(b) the 13,636,363 Cornerstone Commitment Options were issued on 29 May 2026;
(c) as noted above, the Cornerstone Commitment Options are being issued to certain existing shareholders in
recognition of their support and receipt by the Company of the cornerstone commitments representing
approximately $5.0 million. As such, the Cornerstone Commitment Options will be issued for nil cash consideration.
The Cornerstone Commitment Options were issued with an exercise price of $0.022 per Option and expiring 36
months after date of issue and on the terms set out in Attachment 2; and
(d) 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 General Meeting intends to vote all available undirected proxies in favour of Resolution 4.
Resolution 5 – Ratification of Prior Issue of Shares and Attaching Options to Webb Street Capital (Pty) Ltd
As consideration for the services provided by Webb Street Capital in connection with the General Placement, the Company
agreed to pay Webb Street Capital a fee of approximately $0.52 million, representing 6% of the proceeds raised from South
African investors introduced by Webb Street Capital to the General Placement (Webb Street Fee) as well as issuing Broker
Options to Webb Street Capital (the subject of Resolution 3), in accordance with the terms of an engagement letter (Webb
Street Engagement Letter). The Company and Webb Street Capital agreed that the Webb Street Fee be satisfied by the
issue of Shares and Attaching Options.
The Company issued 23,627,134 Shares at a deemed issue price of $0.022 per Share and 11,813,567 Attaching Options with
an exercise price of $0.031 per option, and an expiry date of 36 months after the date of issue to Webb Street Capital on 4
June 2026 in satisfaction of the Webb Street Fee (Webb Street Securities).
Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Webb Street Securities to Webb
Street Capital.
A summary of ASX Listing Rule 7.1 and 7.4 is set out in the Background to Resolutions 2(a), 2(b) and 2(c) above. The issue of
the Webb Street Securities does not fall within any of the exceptions to ASX Listing Rule 7.1 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 of the Webb Street Securities.
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 5 seeks Shareholder
ratification for the issue of the Webb Street Securities under and for the purposes of ASX Listing Rule 7.4.
If Resolution 5 is passed, the Webb Street Securities 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 of the Webb Street Securities. If Resolution 5 is not passed, the Webb Street Securities will be
included in calculating the Company's 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities
it can issue without Shareholder approval over the 12 month period following the issue date of the Webb Street Securities.
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 Webb Street
Fee:
Page | 12
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
(a) the Webb Street Securities were issued to Webb Street Capital. Webb Street Capital is a service provider to the
Company and is not a related party, or Associate of any related parties, of the Company;
(b) the 23,627,134 Shares and 11,813,567 Attaching Options were issued on 4 June 2026;
(c) the Webb Street Fee 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 Webb Street Securities are being issued in lieu of the Webb Street Fee which is otherwise
payable to Webb Street Capital in cash. As such, the Webb Street Securities will be issued for nil cash consideration,
and accordingly no funds will be raised from the issue of the Webb Street Securities. The Webb Street Fee Shares
were issued at the deemed price of $0.022 per Share (being the same price as the price paid by professional and
sophisticated investors under the General Placement and in respect of which Webb Street Capital provided
services). The Attaching Options were also issued for nil consideration, and as such, no amounts were raised from
the issue of the Attaching Options. However, the Company will raise funds from any exercise of such Attaching
Options. The Company expects that such funds will be used for the same purpose as those funds raised from the
issue of Shares under the General Placement;
(e) the Webb Street Securities were issued pursuant to the Webb Street Engagement Letter, the material terms of which
are summarised above in the "Background" section; and
(f) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 5. Each Director intends to vote the Shares they
control in favour of Resolution 5.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 5.
Resolution 6 – Ratification of Prior Issue of Shares and Attaching Options to BPDT & Co. Pty Ltd
Background
A subsidiary of the Company, PCZM, engaged BPDT in May 2025 to provide consulting services to PCZM in connection with
certain off-take arrangements for the Prieska Copper Zinc Mine (BPDT Services). As consideration for the BPDT Services, the
Company agreed to pay BPDT 50% of the fees payable to BPDT in Shares (BPDT Fee), in accordance with the terms of a
consultancy services agreement (BPDT Services Agreement).
On 4 June 2026, Orion issued 2,909,088 Shares and 1,454,544 Attaching Options to BPDT in satisfaction of the cash BPDT Fee
owing to BPDT, at a deemed issue price of $0.022 per Share and exercise price of $0.031 per option and an expiry date of
36 months after the date of issue, being the same issue price as the Shares issued to professional and sophisticated investors
under the General Placement (BPDT Securities).
Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the BPDT Securities to BPDT.
A summary of ASX Listing Rule 7.1 and ASX Listing Rule 7.4 is set out in the Background to Resolutions 2(a), 2(b) and 2(c)
above. The issue of the BPDT Securities does not fit within any of the exceptions in ASX Listing Rule 7.1 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 of the BPDT Securities.
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 seeks Shareholder
ratification of the issue of the BPDT Securities under and for the purposes of ASX Listing Rule 7.4.
If Resolution 6 is passed, the BPDT Securities 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 of the BPDT Securities. If Resolution 6 is not passed, the BPDT Securities will be included in calculating
the Company's 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without
Shareholder approval over the 12 month period following the issue date of the BPDT Securities.
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 BPDT
Securities:
(a) the BPDT Securities were issued to BPDT. BPDT is a service provider to the PCZM and is not a related party, or
Associate of any related parties, of the Company;
(b) the 2,909,088 Shares and 1,454,544 Attaching Options, being the BPDT Securities, were issued on 4 June 2026;
(c) the BPDT 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 BPDT Securities are being issued in lieu of the BPDT Fee which is otherwise payable to BPDT in
cash. As such, the BPDT Securities will be issued for nil cash consideration, and accordingly no funds will be raised
from the issue of the BPDT Securities. The BPDT Shares were issued at the deemed price of $0.022 per Share, being
the same price paid per Share by investors under the General Placement. However, the Company will raise funds
Page | 13
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
from any exercise of such Attaching Options. The Company expects that such funds will be used for the same
purpose as those funds raised from the issue of Shares under the General Placement;
(e) as noted above, the purpose of the issue of the BPDT Securities is in satisfaction of the BPDT Fees which are otherwise
payable to BPDT in cash, which allows the Company to preserve its cash reserves;
(f) the BPDT Securities were issued pursuant to the BPDT Services Agreement, the material terms of which are
summarised above in the "Background" section; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors recommend that Shareholders vote in favour of Resolution 6. Each Director intends to vote the Shares they
control in favour of Resolution 6.
Voting intention
The Chairman of the General Meeting intends to vote all available undirected proxies in favour of Resolution 6.
Page | 14
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
Glossary
$ means Australian dollars.
General Meeting or Meeting means the meeting convened by the Notice.
Associate has the meaning given in the ASX Listing Rules.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Attaching Option means each option issued for nil consideration pursuant to the General Placement.
AUD means Australian dollar.
AWST means Australian Western Standard Time.
Board means the current board of directors of the Company.
BPDT means BPDT & Co. Pty Ltd.
BPDT Fee has the meaning given in the "Background" section to Resolution 6 of the Explanatory Memorandum.
BPDT Services has the meaning given in the "Background" section to Resolution 6 of the Explanatory Memorandum.
BPDT Services Agreement has the meaning given in the "Background" section to Resolution 6 of the Explanatory
Memorandum.
BPDT Securities has the meaning given in the "Background" section to Resolution 6 of the Explanatory Memorandum.
Broker Options has the meaning given in Resolutions 3(a) and 3(b) of the Explanatory Memorandum.
Capital Raising means the institutional placement undertaken by the Company to raise approximately $15.4 million
(approximately ZAR181 million), as announced on 22 May 2026.
Chair or Chairman means the chairperson of the Meeting.
Company or Orion means Orion Minerals Ltd (ACN 098 939 274).
Constitution means the Company's constitution, as amended from time to time.
Cornerstone Commitment Options has the meaning given in Resolution 4 of the Explanatory Memorandum.
Cornerstone Investors means certain existing Shareholders of the Company who supported the General Placement.
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.
General Placement has the meaning given in the "Background" section to Resolutions 2(a), 2(b) and 2(c) to 5 of the
Explanatory Memorandum.
JSE means the Johannesburg Stock Exchange.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.
PCZM means Prieska Copper Zinc Mine (Pty) Ltd.
Proxy Form means the proxy form accompanying the Notice.
Red Cloud Securities Inc. Engagement Letter has the meaning given in Resolutions 3(a) and 3(b) of the Explanatory
Memorandum.
Red Cloud means Red Cloud Securities Inc.
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 MUFG Corporate Markets (AU) Limited or JSE Investor Services (Pty) Ltd (as applicable).
Supporting Brokers means Brokers engaged by the Company to assist with the General Placement, being Red Cloud and
Webb Street Capital.
Webb Street Capital means Webb Street Capital (Pty) Ltd.
Webb Street Engagement Letter has the meaning given in the "Background" section to Resolution 5 of the Explanatory
Memorandum.
Webb Street Fee has the meaning given in the "Background" to Resolution 5 section of the Explanatory Memorandum.
Webb Street Securities has the meaning given in the "Background" to Resolution 5 section of the Explanatory Memorandum.
ZAR means South African Rand.
Page | 15
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
Attachment 1 – Attaching Option Terms
(being options issued to investors under the General Placement and to Webb Street Capital and BPDT)
The Options to be issued to persons accepting the Offer ("Optionholder") will be granted on the following terms and
conditions:
(a) Each Option gives the Optionholder the right to subscribe for one fully paid share in the capital of Orion ("Share")
upon exercise of the Option in accordance with the terms and conditions of the Options.
(b) The Options may not be transferred, assigned to, or renounced in favour of any other person.
(c) The Options will expire at 5:00pm (Melbourne time) ("Expiry Time") on the date which is 36 months after the date of
issue (Expiry Date). Any Options not exercised prior to the Expiry Time on the Expiry Date will automatically expire.
(d) The amount payable upon exercise of each Option is A$0.031 ("Exercise Price").
(e) The Options may be exercised on more than one occasion and/or in part, subject to each such exercise being for
not less than 100,000,000 Options (or, if the total number of Options granted to the Optionholder is less than this
number, such lesser number of Options) being exercised in each written notice of exercise, provided that the
Company may on written request from a Optionholder approve in writing the exercise by the Optionholder of a
smaller number of Options ("Option Minimum").
(f) Subject to paragraphs (f) and (g), the Optionholder may exercise their Options by lodging with the Company,
before the Expiry Time on the Expiry Date:
A. a written notice of exercise of Options specifying the number of Options being exercised (subject in each
case to the Option Minimum); and
B. an electronic funds transfer for the Exercise Price for the number of Options being exercised,
("Exercise Notice").
(g) The Optionholder must notify Orion in writing at least 10 Business Days prior to issuing an Exercise Notice of its intention
to do so.
(h) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared
funds. Unless the Company notifies the Optionholder in writing to the contrary payment of the Exercise Price shall
be made in the same manner as payment for the New Shares issued under the Offer under which the Options were
issued.
(i) Within 10 Business Days of receipt of an effective Exercise Notice accompanied by the Exercise Price, the Company
will issue the number of Shares required under these terms and conditions in respect of the number of Options
specified in the Exercise Notice.
(j) The issue of Shares to the Optionholder upon exercise of any Options is subject to the Company having received
and/or renewed the necessary South African regulatory approvals,
(k) Notwithstanding any other term of these Options, the Company is entitled to refuse to issue Shares upon application
for exercise of the Options, if the exercise would result in a person acquiring voting power (as that term is defined in
the Corporations Act 2001 (Cth) ("Corporations Act") in the Company of greater than 20% in breach of section 606
of the Corporations Act (or any equivalent provision) provided that the Company must take all reasonable steps
within its power (including providing information and holding shareholder meetings) to provide reasonable
assistance to the Optionholder to obtain such approvals as are required.
(l) Subject to paragraph (m), all Shares issued upon the exercise of Options will, from the date of issue, rank pari passu
in all respects with other Shares.
(m) A Share issued upon the exercise of Options is only entitled to receive a dividend where the Option has been
exercised and the Share is issued on or before the record date for that dividend.
(n) The Company will not apply for quotation of the Options on ASX or JSE. However, Orion will use reasonable
endeavours to apply for quotation of all Shares issued pursuant to the exercise of Options on ASX or the JSE, as
applicable, promptly after the issue of those Shares.
(o) Subject to paragraphs (p), (q) and (r), the Optionholder will not be entitled to participate in new issues of capital
offered to holders of Shares in the Company prior to the exercise of the Options. However, except as otherwise
required by the ASX Listing Rules, the Company will ensure that for the purposes of determining entitlements to any
such issue, the record date will be at least 2 Business Days after the issue is announced. This is intended to give the
Optionholder the opportunity to exercise their Options prior to the date for determining entitlements to participate
in any such issue.
Page | 16
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
(p) The Optionholder will not have any right to attend and vote at general meetings.
(q) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of
capital) of the Company, the Options shall be treated in a manner consistent with the Corporations Act and the
ASX Listing Rules in force as at the date of any such reconstruction.
(r) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after
the date of issue of the Options, the exercise price of the Options may be reduced in accordance with the formula
set out in the ASX Listing Rules from time to time.
(s) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the
Options, the number of securities over which an Option is exercisable may be increased by the number of securities
which the Optionholder would have received if the Option had been exercised before the record date for the
bonus issue in accordance with the ASX Listing Rules.
(t) Other than as provided for above, the Options do not confer any right upon the Optionholder to a change in the
exercise price of each Option or a change in the number of Shares over which each Option can be exercised.
(u) Any notices to an Optionholder regarding a Option will be sent to the address of the Optionholder in the register of
members of the Company.
(v) The Company is not responsible for any duties or taxes which may become payable in connection with the issue of
Shares pursuant to an exercise of the Options or any other dealing with the Options or Shares.
Page | 17
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
Attachment 2 – Broker Option Terms and Cornerstone Commitment Option Terms
The Cornerstone Commitment Options and Broker Options to be issued to persons accepting the Offer for such options
(Optionholder) will be granted on the following terms and conditions:
(a) Each Cornerstone Commitment Option gives the Optionholder the right to subscribe for one fully paid share in the
capital of Orion (Share) upon exercise of the Cornerstone Commitment Option in accordance with the terms and
conditions of the Cornerstone Commitment Options.
(b) The Cornerstone Commitment Options may not be transferred, assigned to, or renounced in favour of any other
person.
(c) The Cornerstone Commitment Options will expire at 5:00pm (Melbourne time) (Expiry Time) on the date which is 36
months after the date of issue (Expiry Date). Any Cornerstone Commitment Options not exercised prior to the Expiry
Time on the Expiry Date will automatically expire.
(d) The amount payable upon exercise of each Cornerstone Commitment Option is A$0.022 (Exercise Price).
(e) The Cornerstone Commitment Options may be exercised on more than one occasion and/or in part, subject to
each such exercise being for not less than 100,000,000 Cornerstone Commitment Options (or, if the total number of
Cornerstone Commitment Options granted to the Optionholder is less than this number, such lesser number of
Cornerstone Commitment Options) being exercised in each written notice of exercise, provided that the Company
may on written request from a Optionholder approve in writing the exercise by the Optionholder of a smaller number
of Cornerstone Commitment Options (Cornerstone Commitment Option Minimum).
(f) Subject to paragraphs (f) and (g), the Optionholder may exercise their Cornerstone Commitment Options by
lodging with the Company, before the Expiry Time on the Expiry Date:
A. a written notice of exercise of Cornerstone Commitment Options specifying the number of Cornerstone
Commitment Options being exercised (subject in each case to the Cornerstone Commitment Option
Minimum); and
B. an electronic funds transfer for the Exercise Price for the number of Cornerstone Commitment Options being
exercised,
(Exercise Notice).
(g) The Optionholder must notify Orion in writing at least 10 Business Days prior to issuing an Exercise Notice of its intention
to do so.
(h) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared
funds. Unless the Company notifies the Optionholder in writing to the contrary payment of the Exercise Price shall
be made in the same manner as payment for the New Shares issued under the Offer under which the Cornerstone
Commitment Options were issued.
(i) Within 10 Business Days of receipt of an effective Exercise Notice accompanied by the Exercise Price, the Company
will issue the number of Shares required under these terms and conditions in respect of the number of Cornerstone
Commitment Options specified in the Exercise Notice.
(j) The issue of Shares to the Optionholder upon exercise of any Cornerstone Commitment Options is subject to the
Company having received and/or renewed the necessary South African regulatory approvals,
(k) Notwithstanding any other term of these Cornerstone Commitment Options, the Company is entitled to refuse to
issue Shares upon application for exercise of the Cornerstone Commitment Options, if the exercise would result in a
person acquiring voting power (as that term is defined in the Corporations Act 2001 (Cth) (Corporations Act) in the
Company of greater than 20% in breach of section 606 of the Corporations Act (or any equivalent provision)
provided that the Company must take all reasonable steps within its power (including providing information and
holding shareholder meetings) to provide reasonable assistance to the Optionholder to obtain such approvals as
are required.
(l) Subject to paragraph (m), all Shares issued upon the exercise of Cornerstone Commitment Options will, from the
date of issue, rank pari passu in all respects with other Shares.
(m) A Share issued upon the exercise of Cornerstone Commitment Options is only entitled to receive a dividend where
the Cornerstone Commitment Option has been exercised and the Share is issued on or before the record date for
that dividend.
(n) The Company will not apply for quotation of the Cornerstone Commitment Options on ASX or JSE. However, will use
reasonable endeavours to apply for quotation of all Shares issued pursuant to the exercise of Cornerstone
Commitment Options on ASX or the JSE, as applicable, promptly after the issue of those Shares.
Page | 18
NOTICE OF GENERAL MEETING JULY 2026 ORION MINERALS LTD
ACN 098 939 274
(o) Subject to paragraphs (p), (q) and (r), the Optionholder will not be entitled to participate in new issues of capital
offered to holders of Shares in the Company prior to the exercise of the Cornerstone Commitment Options.
However, except as otherwise required by the ASX Listing Rules, the Company will ensure that for the purposes of
determining entitlements to any such issue, the record date will be at least 2 Business Days after the issue is
announced. This is intended to give the Optionholder the opportunity to exercise their Cornerstone Commitment
Options prior to the date for determining entitlements to participate in any such issue.
(p) The Optionholder will not have any right to attend and vote at general meetings.
(q) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of
capital) of the Company, the Cornerstone Commitment Options shall be treated in a manner consistent with the
Corporations Act and the ASX Listing Rules in force as at the date of any such reconstruction.
(r) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after
the date of issue of the Cornerstone Commitment Options, the exercise price of the Cornerstone Commitment
Options may be reduced in accordance with the formula set out in the ASX Listing Rules from time to time.
(s) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the
Cornerstone Commitment Options, the number of securities over which a Cornerstone Commitment Option is
exercisable may be increased by the number of securities which the Optionholder would have received if the
Cornerstone Commitment Option had been exercised before the record date for the bonus issue in accordance
with the ASX Listing Rules.
(t) Other than as provided for above, the Cornerstone Commitment Options do not confer any right upon the
Optionholder to a change in the exercise price of each Cornerstone Commitment Option or a change in the
number of Shares over which each Cornerstone Commitment Option can be exercised.
(u) Any notices to an Optionholder regarding a Cornerstone Commitment Option will be sent to the address of the
Optionholder in the register of members of the Company.
(v) The Company is not responsible for any duties or taxes which may become payable in connection with the issue of
Shares pursuant to an exercise of the Cornerstone Commitment Options or any other dealing with the Cornerstone
Commitment Options or Shares.
Page | 19
LODGE YOUR PROXY FORM
BY MAIL
Orion Minerals Ltd
JSE Investor Services Proprietary Limited
Po Box 4844
Johannesburg, 2000 South Africa
ABN 76 098 939 274 BY EMAIL
meetfax@jseinvestorservices.co.za
BY HAND
JSE Investor Services (Pty) Ltd**
One Exchange Square
Gwen Lane Sandown, Sandton, 2196
** During business hours
(Monday to Friday, 9:00a.m. - 5:00p.m. RSA time)
ALL ENQUIRIES TO
Telephone: +27 (0)861 546 572
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 3:00pm (AWST) on Monday, 27 July 2026.
Any Proxy Form received after that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
BY MAIL BY HAND BY EMAIL
Orion Minerals Ltd JSE Investor Services (Pty) Ltd meetfax@jseinvestorservices.co.za
JSE Investor Services Proprietary Limited One Exchange Square
Po Box 4844 Gwen Lane Sandown,
Johannesburg, 2000 South Africa Sandton, 2196
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS To appoint a second proxy you must:
This is your name and address as it appears on the Company's share register. If (a) on each of the first Proxy Form and the second Proxy Form state the percentage
this information is incorrect, please make the correction on the form. Shareholders of your voting rights or number of shares applicable to that form. If the
sponsored by a broker should advise their broker of any changes. Please note: appointments do not specify the percentage or number of votes that each
you cannot change ownership of your shares using this form. proxy may exercise, each proxy may exercise half your votes. Fractions of
APPOINTMENT OF PROXY votes will be disregarded; and
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box (b) return both forms together.
in Step 1. If you wish to appoint someone other than the Chairman of the Meeting VOTING EXCLUSIONS
as your proxy, please write the name of that individual or body corporate in Step Voting exclusions apply to each Resolution, as set out in the Notice of Meeting.
1. A proxy need not be a shareholder of the Company. Otherwise, if you leave the The Chairman of the Meeting intends to vote all available undirected proxies in
box in Step 1 blank, the Chairman of the Meeting will be appointed as your proxy favour of these Resolutions.
by default.
SIGNING INSTRUCTIONS
DEFAULT TO CHAIRMAN OF THE MEETING You must sign this form as follows in the spaces provided:
Any undirected proxies that default to the Chairman of the Meeting will be voted as Individual: where the holding is in one name, the holder must sign.
the Chairman sees fit. If you complete and return this Proxy Form and either you
Joint Holding: where the holding is in more than one name, either shareholder
do not nominate a person to act as your proxy or your named appointed proxy
may sign.
does not attend the Meeting, then the proxy appointment will automatically default
to the Chairman of the Meeting. Any directed proxies that are not voted on a poll Power of Attorney: to sign under Power of Attorney, you must lodge the Power
at the Meeting will default to the Chairman of the Meeting, who is required to vote of Attorney with the registry. If you have not previously lodged this document for
those proxies as directed. notation, please attach a certified photocopy of the Power of Attorney to this form
when you return it.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
Companies: where the company has a Sole Director who is also the Sole Company
You may direct your proxy how to vote by placing a mark in one of the boxes Secretary, this form must be signed by that person. If the company (pursuant to
opposite each item of business. All your shares will be voted in accordance with section 204A of the Corporations Act 2001 (Cth)) does not have a Company
such a direction unless you indicate only a portion of voting rights are to be voted Secretary, a Sole Director can also sign alone. Otherwise this form must be signed
on any item by inserting the percentage or number of shares you wish to vote in by a Director jointly with either another Director or a Company Secretary. Please
the appropriate box or boxes. If you do not mark any of the boxes on the items of indicate the office held by signing in the appropriate place.
business, your proxy may vote as they choose, subject to any voting restrictions
that apply to the proxy. If you mark more than one box on an item your vote on
that item will be invalid.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the
APPOINTMENT OF A SECOND PROXY appropriate "Certificate of Appointment of Corporate Representative"
You are entitled to appoint up to two persons as proxies to attend the Meeting and must be received at support@cm.mpms.mufg.com prior to admission
vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form in accordance with the Notice of General Meeting. A form of the
may be obtained by telephoning the Company's share registry or you may copy certificate may be obtained from the Company's share registry or online
this form and return them both together. at www.mpms.mufg.com/en/mufg-corporate-markets.
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU.
THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.
NAME SURNAME
ADDRESS LINE 1
ADDRESS LINE 2
ADDRESS LINE 3
ADDRESS LINE 4
ADDRESS LINE 5
ADDRESS LINE 6
PROXY FORM
I/We being a member(s) of Orion Minerals Ltd (Company) and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of the OR if you are NOT appointing the Chairman of the Meeting
Meeting (mark box) as your proxy, please write the name of the person or body
corporate you are appointing as your proxy
STEP 1
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to
act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent
permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 3:00pm (AWST) on Thursday,
30 July 2026 at Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western Australia (the Meeting) and at any
postponement or adjournment of the Meeting.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 72 hours before the Meeting.
Please read the voting instructions overleaf before marking any boxes with an T
Resolutions
For Against Abstain* For Against Abstain*
1 Ratification of Prior Issue of Shares to OCP 6 Ratification of Prior Issue of Shares and
Selling Shareholders Attaching Options to BPDT & Co. Pty Ltd.
2(a) Ratification of Prior Issue Shares and
Attaching Options – General Placement
2(b) Ratification of Prior Issue Shares and
Attaching Options – General Placement
STEP 2
2(c) Ratification of Prior Issue Shares and
Attaching Options – General Placement
3(a) Ratification of Prior Issue –
Broker Options
3(b) Ratification of Prior Issue –
Broker Options
4 Ratification of Prior Issue –
Cornerstone Commitment Options
5 Ratification of Prior Issue of Shares and
Attaching Options to Webb Street Capital
*ORN PRX2601B*
(Pty) Ltd.
* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and
your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
STEP 3
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
To be valid, this form must be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney,
the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the
form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
ORN PRX2601B
Date: 30-06-2026 07:53:00
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