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ORION MINERALS LIMITED - $2 Million Convertible Loan Facility

Release Date: 24/04/2025 08:54
Code(s): ORN     PDF:  
Wrap Text
$2 Million Convertible Loan Facility

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


$2 Million Convertible Loan Facility


•   Long term supportive shareholder Ratel Growth (a company of which previous Director Mr Thomas Borman is
    the controlling shareholder) confirms its continued support of Orion through a $2 million Loan Facility.

•   Loan Facility balance will be set off against the amount subscribed for by Ratel Growth under any future capital
    raising undertaken by Orion.

•   Proceeds from the Loan Facility will be used principally to progress the development of the Prieska Copper
    Zinc Mine and Okiep Copper Project.

Orion Minerals Limited (ASX/JSE: ORN) (Orion or Company) is pleased to announce that Ratel Growth Pty Ltd
(Ratel), a company of which Mr Borman is the controlling shareholder has continued its strong support of Orion by
providing an unsecured $2.0 million loan facility (Loan Facility). Mr Borman was previously a Director of Orion.1
Ratel has confirmed its ongoing support of the Company and its projects, including the Prieska Copper Zinc Mine
and the Okiep Copper Project, both located in South Africa's Northern Cape.

Under the terms of the Loan Facility, the Loan Amount, interest and any amount capitalised under the Loan Facility
(Outstanding Amount) will be automatically set off against the amount to be paid by Ratel for the issue and
allotment of ordinary shares in Orion (Shares) to Ratel under any capital raising undertaken by Orion on or before
the repayment date of 31 August 2025 (Repayment Date) (subject to any Orion shareholder approval, if required).

If Orion does not undertake a capital raising by the Repayment Date, Ratel may elect (subject to shareholder
approval) to receive Shares in repayment of the Outstanding Amount, at an issue price of the 10 trading day ASX
volume weighted average price (VWAP) of the Shares prior to the date that Ratel issues a conversion notice to
Orion.

Proceeds from the Loan Facility will be used principally to progress the development of the Prieska Copper Zinc
Mine and Okiep Copper Project and to support Orion's ongoing working capital requirements. The key terms of
the Loan Facility agreement are:

•   Loan Amount – $2.0 million;

•   Interest – capitalised at 12% per annum;

•   Set-off under capital raising – the Outstanding Amount will be automatically set off against the amount to
    be paid by Ratel for the issue and allotment of Shares to Ratel under any capital raising undertaken by
    Orion on or before the Repayment Date (subject to shareholder approval if required);

•   Conversion – if Orion does not undertake a capital raising by the Repayment Date, Ratel may (subject to
    shareholder approval) elect to receive Shares in repayment of the Outstanding Amount at an issue price
    of the VWAP of Shares on the ASX over the ten trading days prior to the date that Ratel issues a conversion
    notice to Orion;

•   Repayment – if Orion does not undertake a capital raising by the Repayment Date and Ratel does not
    elect to receive Shares in repayment of the Outstanding Amount by the Repayment Date, or if shareholder
    approval is required for any capital raising or for Shares to be issued in repayment of the Outstanding
    Amount under a conversion notice issued by Ratel, and such approval has not been obtained by the later
    of the Repayment Date and specified end dates by which Orion is required to obtain necessary
    shareholder approvals, the Outstanding Amount is to be repaid in cash within 10 business days;

•   Security – the Loan Facility is unsecured;

•   Undertakings – Orion has provided undertakings which are customary for an agreement of this type,
    including in relation to the incurring of debt, granting of security, compliance with laws, and operational
    matters; and

•   Warranties – customary warranties for a transaction of this nature are given by each of Orion and Ratel.

1 From April 2019 to October 2023.

For and on behalf of the Board.

Tony Lennox
Managing Director & CEO

24 April 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


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: 24-04-2025 08:54:00
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