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Release of Escrowed Shares
Orion Minerals Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 098 939 274
ASX share code: ORN
JSE share code: ORN
ISIN: AU000000ORN1
Release of Escrowed Shares
Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) refers to its announcement on 6 May 2024, where it advised
that it has taken another key step in its strategy to become a leading diversified international base metals producer as it
reaches the final stages of its acquisition of a controlling interest in the Okiep Copper Project (OCP), located
approximately 570km north of Cape Town in the Northern Cape Province of South Africa.
In its announcement on 6 May 2024, Orion advised that:
• the Industrial Development Corporation of South Africa Ltd (IDC), which is a strategic funding partner in the OCP,
has obtained its internal approvals and counter-signed the addenda to the agreements pursuant to which Orion
will acquire the controlling interest in the OCP; and
• all the supplementary conditions to implement the first phase of the Okiep transaction have been fulfilled
(including receipt of the relevant approvals from the Foreign Surveillance Department of the South African Reserve
Bank and the South African Takeover Regulation Panel) and the Okiep transaction agreements (as amended)
have accordingly become unconditional.
Following on from the above developments, and as foreshadowed at that time, Orion completed the first phase of the
Okiep transaction on 8 May 2024 with payment of ZAR46 million (~A$3.8 million), being ZAR11 million payable in cash and
ZAR35 million settled by way of Orion issuing 206,572,796 fully paid ordinary shares (Shares). Orion obtained shareholder
approval for ratification of the agreement to issue the consideration Shares, at a General Meeting of shareholders, held
on 23 May 2024. The salient details of the Transaction Agreements are described in the announcement by the Company
of 17 April 2024.
The Shares issued to the OCP Selling Shareholders in partial settlement of the SAFTA Phase 1 Consideration, the NCC Phase
1 Consideration and the BCC Phase 1 Consideration (as those terms are defined in the announcement by the Company
on 17 April 2024) (OCP Phase 1 Consideration Shares) are subject to the following restrictions on disposal:
• Stage 1: 25% shall not be disposed of prior to the date that is 3 months after the issue of the OCP Phase 1
Consideration Shares;
• Stage 2: 25% shall not be disposed of prior to the date that is 6 months after the issue of the OCP Phase 1
Consideration Shares; and
• Stage 3: 25% shall not be disposed of prior to the date that is 9 months after the issue of the OCP Phase 1
Consideration Shares,
with the remaining 25% not being subject to any disposal restrictions.
Orion provides notice that in accordance with Listing Rule 3.10A, Stage 3 Shares (51,643,199 Shares) will be released from
voluntary escrow on 8 February 2025.
For and on behalf of the Board.
Errol Smart
Managing Director and CEO
31 January 2025
ENQUIRIES
Investors Media JSE Sponsor
Errol Smart – Managing Director & CEO Nicholas Read Monique Martinez
Denis Waddell – Chairman Read Corporate, Australia Merchantec Capital
T: +61 (0) 3 8080 7170 T: +61 (0) 419 929 046 T: +27 (0) 11 325 6363
E: info@orionminerals.com.au E: nicholas@readcorporate.com.au E: monique.martinez@merchantec.com
Disclaimer
This release may include forward-looking statements. Such forward-looking statements may include, among other things,
statements regarding targets, estimates and assumptions in respect of metal production and prices, operating costs and results,
capital expenditures, mineral reserves and mineral resources and anticipated grades and recovery rates, and are or may be
based on assumptions and estimates related to future technical, economic, market, political, social and other conditions. These
forward-looking statements are based on management's expectations and beliefs concerning future events. Forward-looking
statements inherently involve subjective judgement and analysis and are necessarily subject to risks, uncertainties and other
factors, many of which are outside the control of Orion. Actual results and developments may vary materially from those
expressed in this release. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking
statements. Orion makes no undertaking to subsequently update or revise the forward-looking statements made in this release
to reflect events or circumstances after the date of this release. All information in respect of Exploration Results and other
technical information should be read in conjunction with Competent Person Statements in this release (where applicable). To
the maximum extent permitted by law, Orion and any of its related bodies corporate and affiliates and their officers, employees,
agents, associates and advisers:
• disclaim any obligations or undertaking to release any updates or revisions to the information to reflect any change in
expectations or assumptions;
• do not make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the
information in this release, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or
implied in any forward-looking statement; and
• disclaim all responsibility and liability for these forward-looking statements (including, without limitation, liability for
negligence).
Date: 31-01-2025 08:44:00
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