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Notice of Annual General Meeting 2025
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 2025
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 Thursday
27 November 2025, at 3:00pm (Perth time):
• Shareholder letter;
• Notice of Annual General Meeting (including the Explanatory Memorandum) (if requested);
• Proxy Form; and
• 2025 Annual Report (if requested).
The shareholder letter, Notice of Annual General Meeting and 2025 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
24 October 2025
ENQUIRIES
Investors Media JSE Sponsor
Tony Lennox – Managing Director & CEO Nicholas Read Monique Martinez
Denis Waddell – Chairman Read Corporate, Australia Merchantec Capital
T: +61 (0) 3 8080 7170 T: +61 (0) 419 929 046 T: +27 (0) 11 325 6363
E: info@orionminerals.com.au E: nicholas@readcorporate.com.au E: monique.martinez@merchantec.com
NOTICE OF ANNUAL GENERAL MEETING
to be held on
Thursday, 27 November 2025 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 ANNUAL GENERAL MEETING 2025 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 Godfrey Gomwe.
• Resolution 3 – Re-election of Ms Patience Mpofu.
• Resolutions 4(a), 4(b) and 4(c) – Ratification of Prior Issue – General Placement.
• Resolution 5 – Approval to Issue Shares – Tarney Holdings Pty Ltd (or nominee).
• Resolution 6 – Ratification of Prior Issue of Shares to Webb Street Capital Pty Ltd.
• Resolution 7 – Approval to Issue Shares to Webb Street Capital Pty Ltd.
• Resolution 8 – Ratification of Prior Issue of Shares 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 17 October 2025
to receive the Notice of Meeting
Posting of Notice of Meeting and announcement on SENS Friday 24 October 2025
Last day to trade for Shareholders on South African Share 3:00 p.m. (AWST) Tuesday 18 November 2025
register in order to be entitled to vote at the Meeting
Voting record date 5:00 p.m. (SA Time) Friday 21 November 2025
(JSE Share register)
Voting record date 4:00 p.m. (AWST) Tuesday 25 November 2025
(ASX Share register)
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Monday 24 November 2025
(JSE Share register)
Deadline for lodgement of proxy forms for Meeting 3:00 p.m. (AWST) Tuesday 25 November 2025
(ASX Share register)
Annual General Meeting 3:00 p.m. (AWST) / Thursday 27 November 2025
9:00 a.m. (SA Time)
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NOTICE OF ANNUAL GENERAL MEETING 2025 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 Thursday, 27 November 2025 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.
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, 25 November 2025 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, 24 November 2025 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 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 Tuesday, 25
November 2025 and your JSE Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Monday,
24 November 2025. 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**
Parramatta Square, Level 22, Tower 6, One Exchange Square
10 Darcy Street, Parramatta NSW 2150 Gwen Lane Sandown, Sandton,
* during business hours Monday to Friday (9:00 a.m. - 5:00 2196
p.m. Sydney time).
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NOTICE OF ANNUAL GENERAL MEETING 2025 ORION MINERALS LTD
ACN 098 939 274
** during business hours (Monday
to Friday, 9:00 a.m. - 5:00 p.m. SA
time).
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 Tuesday, 25 November 2025 or in the JSE Share register
at 5:00 p.m. (SA Time) on Friday, 21 November 2025.
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 Annual 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.
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NOTICE OF ANNUAL GENERAL MEETING 2025 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 Thursday, 27 November 2025
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 2025 (no resolution required)
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2025 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
2025 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) by 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 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 3 – Re-election of Ms Patience Mpofu
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, Ms Patience Mpofu, a Director who
retires by rotation, and being eligible, is re-elected as a Director."
Resolutions 4(a), 4(b) and 4(c) – Ratification of Prior Issue – General Placement
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
(a) "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 133,333,333
Shares at an issue price of $0.015 per Share to professional and sophisticated investors issued on 7 October 2025
under the placement announced by the Company on 30 September 2025, 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 83,733,331
Shares at an issue price of $0.015 per Share to professional and sophisticated investors issued on 10 October 2025
under the placement announced by the Company on 30 September 2025, 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 290,239,214
Shares at an issue price of $0.015 per Share to professional and sophisticated investors issued on 16 October 2025
under the placement announced by the Company on 30 September 2025, 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 4(a), Resolution 4(b) and
Resolution 4(c) by or on behalf of a person who participated in the relevant issue of securities and any Associate of that
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NOTICE OF ANNUAL GENERAL MEETING 2025 ORION MINERALS LTD
ACN 098 939 274
person. However, this does not apply to a vote if it is cast in favour of Resolution 4(a), Resolution 4(b) and Resolution 4(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 4(a), 4(b) and 4(c) will be voted on as separate ordinary resolutions.
Resolution 5 – Approval to Issue Shares – Tarney Holdings Pty Ltd (or nominee)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue
up to a total of 66,666,666 Shares to Tarney Holdings Pty Ltd (or its nominee) at an issue price of $0.015 per Share
under the placement announced by the Company on 30 September 2025, 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 Tarney Holdings
Pty Ltd (or its nominee) and any other person who will obtain a material benefit as a result of the issue of the Shares (except
a benefit solely by reason of being a holder of Shares in the Company) and any Associate of those persons. However, this
does not apply to a vote if it is 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
(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 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 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 454,547 Shares
at a deemed issue price of $0.011 per Share to Webb Street Capital (Pty) Ltd issued on 7 October 2025, as
consideration for professional services provided by Webb Street Capital (Pty) Ltd in connection with the placement
announced by the Company on 8 July 2025, 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 Webb Street
Capital (Pty) Ltd and any Associate. However, this does not apply to a vote 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 of the Meeting 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 on this Resolution 6 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.
Resolution 7 – Approval to Issue Shares – 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 7.1 and for all other purposes, approval is given for the Company to issue
7,845,294 Shares at a deemed issue price of $0.015 per Share to Webb Street Capital (Pty) Ltd, as consideration for
professional services provided by Webb Street Capital (Pty) Ltd in connection with the placement announced by
the Company on 30 September 2025, on the terms and conditions set out in the Explanatory Memorandum."
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NOTICE OF ANNUAL GENERAL MEETING 2025 ORION MINERALS LTD
ACN 098 939 274
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf of Webb Street
Capital (Pty) Ltd and any 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 such persons. 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
(ii) the holder votes on this Resolution 7 in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 8 – Ratification of Prior Issue – 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 3,272,726 Shares
at a deemed issue price of $0.011 per Share to BPDT & Co. Pty Ltd on 7 October 2025 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 8 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 8 by:
(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution 8, in accordance with the
directions given to the proxy or attorney to vote on this Resolution 8 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution 8, 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 8; and
(ii) the holder votes on this Resolution 8 in accordance with directions given by the beneficiary to the holder to
vote in that way.
DATED: 20 October 2025
By Order of the Board
Martin Bouwmeester
Company Secretary
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NOTICE OF ANNUAL GENERAL MEETING 2025 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 2025 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.
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NOTICE OF ANNUAL GENERAL MEETING 2025 ORION MINERALS LTD
ACN 098 939 274
Voting intention
The Chairman of the Meeting intends to vote all available undirected proxies in favour of Resolution 1.
Resolutions 2 and 3 – Re-election of Mr Godfrey Gomwe and Ms Patience Mpofu
Background to Resolutions 2 and 3
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.
Resolution 2 – Re-election of Mr Godfrey Gomwe
Background
Mr Godfrey Gomwe was last re-elected at the Company's 2023 Annual General Meeting and as such, is retiring in
accordance with clause 14.2 of the Constitution.
The Company currently has four Directors (excluding the Managing Director) and accordingly Mr Godfrey Gomwe (one of
the Directors 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 at the Company's Annual General Meeting held on 28
November 2023. Mr Godfrey Gomwe is considered an independent director.
Refer to the Company's full Annual Report to Shareholders announced to the ASX on 1 October 2025 for Mr Godfrey
Gomwe's biographical details and other material directorships.
Directors' recommendation and voting intentions
The Directors (other than Mr Gomwe) recommend that Shareholders vote in favour of Resolution 2. Each Director intends to
vote the Shares they control in favour of Resolution 2. 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 2.
Resolution 3 – Re-election of Ms Patience Mpofu
Background
Ms Patience Mpofu was last re-elected at the Company's 2024 General Meeting held on 23 May 2024 and as such, is retiring
in accordance with clause 14.2 of the Constitution.
The Company currently has four Directors (excluding the Managing Director) and accordingly Ms Patience Mpofu (one of
the Directors 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. Ms Patience Mpofu retires
by rotation and offers herself for re-election. She was initially appointed a Director on 13 December 2023, has continuously
served as a Director since her appointment and was last re-elected at the Company's General Meeting held on 23 May
2024. Ms Patience Mpofu is considered an independent director.
Refer to the Company's Annual Report to Shareholders announced to the ASX on 1 October 2025 for Ms Patience Mpofu's
biographical details and other material directorships.
Directors' recommendation and voting intentions
The Directors (other than Ms Mpofu) recommend that Shareholders vote in favour of Resolution 3. Each Director intends to
vote the Shares they control in favour of Resolution 3. Ms Mpofu makes no recommendation.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 3.
Background to Resolutions 4(a), 4(b) and 4(c) to 5 – Capital Raising
As announced on 30 September 2025, 2 October 2025 and 3 October 2025, the Company is undertaking a capital raising
which is being conducted via a placement to sophisticated and professional investors pursuant to Section 708 of the
Corporations Act to raise approximately $8.6 million (~ZAR99 million) and comprises the issue of approximately 574 million
Shares in the Company at an issue price of $0.015 (being ZAR0.17) per Share (Capital Raising). The Capital Raising will be
conducted via the general placement, together with an additional issue of securities to Tarney Holdings Pty Ltd (Tarney
Holdings), as follows:
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(a) General Placement: Between 7 October 2025 and 16 October 2025, the Company issued 507,305,878 Shares to
raise approximately $7.6 million (~ZAR86.2 million) under the general placement to sophisticated and professional
investors as follows:
i. on 7 October 2025, the Company issued 133,333,333 Shares at an issue price of $0.015 per Share to raise
approximately $2.0 million;
ii. on 10 October 2025, the Company issued 83,733,331 Shares at an issue price of $0.015 per Share to raise
approximately $1.3 million; and
iii. on 16 October 2025, the Company issued 290,239,214 Shares at an issue price of $0.015 per Share to raise
approximately $4.3 million,
(General Placement). The Shares issued pursuant to the General Placement did not require Shareholder approval
under the ASX Listing Rules as they were issued pursuant to the Company's placement capacity under ASX Listing
Rule 7.1. However, ratification of the issue is being sought from Shareholders pursuant to ASX Listing Rule 7.4 to
allow for future equity fundraising flexibility (refer to Resolutions 4(a), 4(b) and 4(c) below for further details).
(b) Issue to Tarney Holdings: The Capital Raising involves a further placement of 66,666,666 Shares to Tarney Holdings
(an entity associated with Denis Waddell, being a Director of the Company), at an issue price of $0.015 per Share
(Tarney Placement) on the same terms as the General Placement. The Tarney Placement is subject to Shareholder
approval pursuant to ASX Listing Rule 10.11 (refer to Resolution 5 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) to continue early works at the Prieska Uppers Copper Zinc mine, including ongoing dewatering and site works, while
project funding is being finalised;
(b) to finalise optimisation studies and ongoing site works at the Okiep Copper Project; and
(c) 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.
Resolutions 4(a), 4(b) and 4(c) – Ratification of Prior Issue – General Placement
Background
As noted above, on 7 October, 10 October and 16 October 2025 (each, a Placement Issue Date), Orion issued 133,333,333
Shares, 83,733,331 Shares and 290,239,214 Shares respectively at an issue price of $0.015 per Share to raise approximately
$7.6 (~ZAR86.2 million) in aggregate under the General Placement.
Resolutions 4(a), 4(b) and 4(c) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares under
the General Placement.
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a
listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary
securities it had on issue at the start of that period.
The issue of Shares under the General Placement did not fit within any of the exceptions to ASX Listing Rule 7.1 and, as the
issue of 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 relevant 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, 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 4(a), 4(b) and 4(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 4(a), 4(b) and 4(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 Placement Issue Date. If one or
more of Resolutions 4(a), 4(b) and 4(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 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 issued
pursuant to the General Placement:
(a) the Shares were issued to eligible sophisticated or professional investors in Australia, South Africa and the European
Union, as identified by the Company and as determined by the Board. None of the subscribers will be related
parties, or Associates of related parties, of the Company:
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NOTICE OF ANNUAL GENERAL MEETING 2025 ORION MINERALS LTD
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(b) the following Shares were issued on the following dates:
i. 133,333,333 Shares were issued on 7 October 2025;
ii. 83,733,331 Shares were issued on 10 October 2025; and
iii. 290,239,214 Shares were issued on 16 October 2025.
(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 $0.015 per Share, which raised approximately $7.6 million in aggregate;
(e) 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; 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 Resolutions 4(a), 4(b) and 4(c). Each Director intends to vote
the Shares they control in favour of each of Resolutions 4(a), 4(b) and 4(c).
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of each of
Resolutions 4(a), 4(b) and 4(c).
Resolution 5 – Approval to Issue Shares – Tarney Holdings
Background
As set out above, the Company is undertaking the Capital Raising. Subject to Shareholder approval, Tarney Holdings (an
entity associated with Denis Waddell, being a Director of the Company) will participate in the Capital Raising on the same
terms as the General Placement. The Company seeks Shareholder approval to issue 66,666,666 Shares at an issue price of
$0.015 per Share to Tarney Holdings (or its nominee) to raise a total of $1.0 million, in accordance with ASX Listing Rule 10.11,
pursuant to the Tarney Placement.
Shareholder approval is not required to be sought pursuant to Listing Rule 7.1 for the Tarney Placement, as ASX Listing Rule
7.2 (Exception 14) states that approval pursuant to ASX Listing Rule 7.1 is not required if Shareholder approval is obtained
under ASX Listing Rule 10.11.
Resolution 5 seeks the required Shareholder approval to the issue of Shares to Tarney Holdings (or its nominee) pursuant to
the Tarney Placement under and for the purposes of ASX Listing Rule 10.11.
The effect of passing Resolution 5 will be to allow the Company to issue the Shares to Tarney Holdings (or its nominee) under
the Tarney Placement. As approval pursuant to ASX Listing Rule 7.1 is not required, the Tarney Placement will not use up any
of the Company's placement capacity. If Resolution 5 is not passed, the Company will not be able to proceed with the
Tarney Placement, and the Company will not receive the additional funds.
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the
public company, the public company or entity must:
(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the
Corporations Act;
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The Tarney Placement will result in the issue of Shares which constitutes giving a financial benefit and Tarney Holdings is a
related party of the Company by virtue of being an entity controlled by Mr Denis Waddell, a Director.
The Directors (other than Mr Denis Waddell who has a material personal interest in the Resolution) consider that Shareholder
approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Tarney Placement because the
Shares will be issued to Tarney Holdings on the same terms as Shares issued to non-related party participants in the General
Placement and as such the giving of the financial benefit is on arm's length terms.
ASX Listing Rule 10.11
ASX Listing Rule 10.11 also requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities
to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval
should be obtained unless an exception in ASX Listing Rule 10.12 applies.
As the Tarney Placement involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to
ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX
Listing Rule 10.12 do not apply in the current circumstances.
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NOTICE OF ANNUAL GENERAL MEETING 2025 ORION MINERALS LTD
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Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Shares to
be issued pursuant to the Tarney Placement:
(a) the Shares will be issued under ASX Listing Rule 10.11.4 to Tarney Holdings (or its nominee), which is an Associate of
Mr Denis Waddell, a Director and related party of the Company for the purposes of ASX Listing Rule 10.11.1;
(b) the maximum number of Shares the Company will issue is 66,666,666;
(c) the Shares are intended to be issued on or around 1 December 2025, but will be issued no later than 1 month after
the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX
Listing Rules);
(d) the issue price will be $0.015 per Share, being the same issue price as all other Shares issued under General
Placement, to raise approximately $1.0 million;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and
conditions as the Company's existing Shares;
(f) the Company intends to use the funds raised from the issue of Shares pursuant to the Tarney 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; and
(g) a voting exclusion statement is included with the Resolution.
Directors' recommendation and voting intentions
The Directors (other than Mr Denis Waddell) recommend that Shareholders vote in favour of Resolution 5. Each Director
(other than Mr Denis Waddell) intends to vote the Shares they control in favour of Resolution 5.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 5.
Background to Resolutions 6 to 7 – Webb Street
As previously announced, the Company has engaged Webb Street to provide professional services to the Company in
South Africa over recent years, including in relation to capital raisings undertaken by the Company from time to time. Webb
Street has provided such services in connection with:
(a) the placement of approximately 522 million Shares at an issue price of $0.011 announced on 8 July 2025 (July
Placement); and
(b) the General Placement as summarised above in the "Background" section to Resolutions 4(a), 4(b) and 4(c) to 5.
Resolution 6 – Ratification of Prior Issue of Shares to Webb Street
As consideration for the services provided by Webb Street in connection with the July Placement, the Company agreed to
pay Webb Street a fee of approximately $0.16 million, representing 5% of the proceeds raised from South African investors
introduced by Webb Street to the July Placement (Webb Street July Fee), in accordance with the terms of an engagement
letter (Webb Street Engagement Letter). The Company and Webb Street agreed that, subject to Shareholder approval, the
Webb Street July Fee may be satisfied by the issue of Shares. At the Company's General Meeting held on 28 August 2025,
Shareholders approved the issue of 13,723,776 to Webb Street at a deemed issue price of $0.011 per Share (being the same
issue price paid by investors under the July Placement), in partial satisfaction of the Webb Street July Fee. Those Shares
were issued to Webb Street on 7 October 2025.
Orion issued a further 454,547 Shares to Webb Street on 7 October 2025 in satisfaction of the remaining cash Webb Street
July Fee owing to Webb that became owing after the Company's General Meeting held on 28 August 2025, at a deemed
issue price of $0.011 per Share (Webb Street July Shares). The issue of the Webb Street July Shares were not the subject of
shareholder approval sought at the Company's General Meeting held on 28 August 2025.
Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Webb Street July Shares to
Webb Street.
A summary of ASX Listing Rule 7.1 and 7.4 is set out in the Background to Resolutions 4(a), 4(b) and 4(c) above. The issue of
the Webb Street July Shares 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 July Shares.
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 7 seeks Shareholder
ratification for the issue of the Webb Street July Shares under and for the purposes of ASX Listing Rule 7.4.
If Resolution 6 is passed, the Webb Street July 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
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NOTICE OF ANNUAL GENERAL MEETING 2025 ORION MINERALS LTD
ACN 098 939 274
period following the issue date of the Webb Street July Shares. If Resolution 6 is not passed, the Webb Street July 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 issue date of the Webb Street
July Shares.
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
July Shares:
(a) the Webb Street July Shares were issued to Webb Street. Webb Street is a service provider to the Company and is
not a related party, or Associate of any related parties, of the Company;
(b) the 454,547 Webb Street July Shares were issued on 7 October 2025;
(c) the Webb Street July 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 July Shares are being issued in lieu of the Webb Street July Fee which is otherwise
payable to Webb Street in cash. As such, the Webb Street July Shares will be issued for nil cash consideration, and
accordingly no funds will be raised from the issue of the Webb Street July Shares. The Webb Street July Shares were
issued at the deemed price of $0.011 per Webb Street July Share (being the same price as the price paid by
professional and sophisticated investors under the July Placement in and in respect of which Webb Street provided
services);
(e) as noted above, the purpose of the issue of the Webb Street July Shares is in satisfaction of the remaining Webb
Street July Fees which are otherwise payable to Webb Street in cash, which allows the Company to preserve its
cash reserves;
(f) the Webb Street July Shares were issued pursuant to the Webb Street Engagement Letter, 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 Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 6.
Resolution 7 – Approval to Issue Shares – Webb Street
Background
As consideration for the services provided by Webb Street in connection with the General Placement, the Company agreed
to pay Webb Street a fee of approximately $0.12 million, representing 5% of the proceeds raised from South African investors
introduced by Webb Street to the General Placement (Webb Street October Fee), in accordance with the terms of the
Webb Street Engagement Letter.
The Company and Webb Street have agreed that, subject to Shareholder approval, the Webb Street October Fee may be
satisfied by the issue of Shares. As such, subject to Shareholder approval sought pursuant to Resolution 7, the Company has
agreed to issue to Webb Street 7,845,294 Shares at a deemed issue price of $0.015 per Share (being the same issue price
paid by investors under the General Placement) (Webb Street October Shares).
Resolution 7 seeks Shareholder approval under and for the purposes of ASX Listing Rule 7.1 for the issue of the Webb Street
October Shares.
A summary of ASX Listing Rule 7.1 is set out in the Background to Resolutions 4(a), 4(b) and 4(c) above.
The effect of Resolution 7 will be to allow the Company to issue the Webb Street October 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.
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 Webb Street
October Shares:
(a) the Webb Street October 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 Webb Street October Shares to be issued is 7,845,294;
(c) the Webb Street October 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 Webb Street October Shares are intended to be issued on or around 1 December 2025, 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);
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NOTICE OF ANNUAL GENERAL MEETING 2025 ORION MINERALS LTD
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(e) the deemed issue price was $0.015 per Share, being the same issue price as all other Shares issued under the
General Placement;
(f) the Company will not receive any funds from the issue as the Webb Street October Shares are being issued as
consideration for professional services provided by Webb Street in connection with the Company's 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 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.
Resolution 8 – Ratification of Prior Issue of Shares to BPDT
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 7 October 2025, Orion issued 3,272,726 Shares to BPDT in satisfaction of the cash BPDT Fee owing to BPDT, at a deemed
issue price of $0.011 per Share, being the same issue price as the shares issued to professional and sophisticated investors
under the July Placement (BPDT Shares).
Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the BPDT Shares to BPDT.
A summary of ASX Listing Rule 7.1 and ASX Listing Rule 7.4 is set out in the Background to Resolutions 4(a), 4(b) and 4(c) on
page 10 above. The issue of the BPDT 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 of the BPDT Shares.
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 8 seeks Shareholder
ratification of the issue of the BPDT Shares under and for the purposes of ASX Listing Rule 7.4.
If Resolution 8 is passed, the BPDT 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 of the BPDT Shares. If Resolution 8 is not passed, the BPDT 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 issue date of the BPDT Shares.
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 Shares:
(a) the BPDT Shares 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 3,272,726 BPDT Shares were issued on 7 October 2025;
(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 Shares are being issued in lieu of the BPDT Fee which is otherwise payable to BPDT in cash.
As such, the BPDT Shares will be issued for nil cash consideration, and accordingly no funds will be raised from the
issue of the BPDT Shares. The BPDT Shares were issued at the deemed price of $0.011 per BPDT Share;
(e) as noted above, the purpose of the issue of the BPDT Shares 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 Shares 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 8. Each Director intends to vote the Shares they
control in favour of Resolution 8.
Voting intention
The Chairman of the Annual General Meeting intends to vote all available undirected proxies in favour of Resolution 8.
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NOTICE OF ANNUAL GENERAL MEETING 2025 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.
BPDT means BPDT & Co. Pty Ltd.
BPDT Fee has the meaning given in the "Background" section to Resolution 8 of the Explanatory Memorandum.
BPDT Services has the meaning given in the "Background" section to Resolution 8 of the Explanatory Memorandum.
BPDT Services Agreement has the meaning given in the "Background" section to Resolution 8 of the Explanatory
Memorandum.
BPDT Shares has the meaning given in the "Background" section to Resolution 8 of the Explanatory Memorandum.
Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day,
Boxing Day, and any other day that ASX declares is not a business day.
Capital Raising means the institutional placement undertaken by the Company to raise approximately $8.6 million
(approximately ZAR99 million), as announced on 30 September 2025, 2 October 2025 and 3 October 2025.
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.
General Placement has the meaning given in the "Background" section to Resolutions 4(a), 4(b) and 4(c) to 5 of the
Explanatory Memorandum.
July Placement has the meaning given in the "Background" section to Resolution 6 to 7 of the Explanatory Memorandum.
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.
PCZM means Prieska Copper Zinc Mine (Pty) Ltd.
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 2025.
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 (formerly Link Market Services Limited) or JSE Investor Services
(Pty) Ltd (as applicable).
Tarney Holdings means Tarney Holdings Pty Ltd.
Tarney Placement has the meaning given in the "Background" section to Resolutions 4(a), 4(b) and 4(c) to 5 of the
Explanatory Memorandum
Webb Street means Webb Street Capital (Pty) Ltd.
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NOTICE OF ANNUAL GENERAL MEETING 2025 ORION MINERALS LTD
ACN 098 939 274
Webb Street Engagement Letter has the meaning given in the "Background" section to Resolutions 6 to 7 of the Explanatory
Memorandum.
Webb Street July Fee has the meaning given in the "Background" to Resolution 6 section of the Explanatory Memorandum.
Webb Street October Fee has the meaning given in the "Background" to Resolution 7 section of the Explanatory
Memorandum.
Webb Street July Shares has the meaning given in the "Background" to Resolution 6 section of the Explanatory
Memorandum.
Webb Street October Shares has the meaning given in the "Background" to Resolution 7 section of the Explanatory
Memorandum.
ZAR means South African Rand.
Page | 16
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, 24 November
2025. 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, including where the Resolution is connected directly or
Joint Holding: where the holding is in more than one name, either shareholder
indirectly with the remuneration of KMP. If you complete and return this Proxy Form
may sign.
and either you do not nominate a person to act as your proxy or your named
appointed proxy does not attend the Meeting, then the proxy appointment will Power of Attorney: to sign under Power of Attorney, you must lodge the Power
automatically default to the Chairman of the Meeting. Any directed proxies that of Attorney with the registry. If you have not previously lodged this document for
are not voted on a poll at the Meeting will default to the Chairman of the Meeting, notation, please attach a certified photocopy of the Power of Attorney to this form
who is required to vote those proxies as directed. 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
Secretary, this form must be signed by that person. If the company (pursuant to
You may direct your proxy how to vote by placing a mark in one of the boxes section 204A of the Corporations Act 2001 (Cth)) does not have a Company
opposite each item of business. All your shares will be voted in accordance with Secretary, a Sole Director can also sign alone. Otherwise this form must be signed
such a direction unless you indicate only a portion of voting rights are to be voted by a Director jointly with either another Director or a Company Secretary. Please
on any item by inserting the percentage or number of shares you wish to vote in indicate the office held by signing in the appropriate place.
the appropriate box or boxes. If you do not mark any of the boxes on the items of
business, your proxy may vote as he or she chooses, subject to any voting
restrictions that apply to the proxy. If you mark more than one box on an item your
CORPORATE REPRESENTATIVES
vote on that item will be invalid. If a representative of the corporation is to attend the Meeting the
appropriate "Certificate of Appointment of Corporate Representative"
APPOINTMENT OF A SECOND PROXY
must be received at support@cm.mpms.mufg.com prior to admission
You are entitled to appoint up to two persons as proxies to attend the Meeting and in accordance with the Notice of Annual General Meeting. A form of the
vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form certificate may be obtained from the Company's share registry or online
may be obtained by telephoning the Company's share registry or you may copy at www.mpms.mufg.com/en/mufg-corporate-markets.
this form and return them both together.
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL 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 Annual General Meeting of the Company to be held at 3:00pm (AWST) on Thursday,
27 November 2025 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.
Important for Resolution 1: If the Chairman is your proxy, either by appointment or default, and you have not indicated your voting
intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1 even though the
Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
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 Remuneration Report 7 Approval to Issue Shares –
Webb Street Capital Pty Ltd
2 Re-election of Mr Godfrey Gomwe 8 Ratification of Prior Issue –
BPDT & Co. Pty Ltd
3 Re-election of Ms Patience Mpofu
STEP 2
4(a) Ratification of Prior Issue –
General Placement
4(b) Ratification of Prior Issue –
General Placement
4(c) Ratification of Prior Issue –
General Placement
5 Approval to Issue Shares –
Tarney Holdings Pty Ltd (or nominee)
6 Ratification of Prior Issue of Shares to
Webb Street Capital Pty Ltd
*ORN PRX2502D*
* 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 PRX2502D
Date: 24-10-2025 08:52:00
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