Wrap Text
Shares in Lieu of Cash Fees and Director Options
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
Shares in Lieu of Cash Fees and Director Options
Orion Minerals Ltd (ASX/JSE: ORN) (Orion or the Company) advises that the Directors have agreed, subject to
obtaining shareholder approval, to allow Non-Executive Directors to receive fully paid ordinary shares in the
capital of Orion (Shares) in lieu of cash fees for their services as Directors of the Company. In addition, the Directors
have undertaken a review of Non -Executive Directors remuneration packages for the first time in over ten years
and have agreed, subject to obtaining shareholder approval, to grant unlisted options in Orion (Director Options)
to all Directors on the key terms and conditions set out in Annexure 1.
Shares in Lieu of Non-Executive Director Fees
In order to preserve the Company's cash reserves, Non-Executive Directors have elected, subject to obtaining
shareholder approval at general meetings of shareholders (General Meeting), to receive a proportion of their
Director fees in Shares (Director Fees Shares) in lieu of cash.
The deemed issue price at which the Director Fees Shares will be issued (subject to receipt of shareholder approval
at the relevant General Meeting) will be $0.014 (South African Rand (ZAR) 0.175 cents), being the 10-trading day
VWAP of the Shares traded on the ASX and JSE prior to 27 December 2023 (Deemed Issue Price). The number of
Director Fees Shares to be issued to each Non-Executive Director will be calculated by dividing the value of the
Director fees payable to that Director by the Deemed Issue Price.
Each Director may at any time and at their election, alter the proportion of Director fees to be received in Director
Fees Shares and such election shall apply from the date that the Company receives the election in writing from
the Director. The Director Fees Shares shall be issued in arrears in respect of accrued Director fees, subject to
shareholder approval at the relevant General Meeting.
Options
Orion announced the appointment of Mr Anthony Lennox and Ms Patience Mpofu as Non-Executive Directors of
Orion on 13 December 2023. The primary purpose of the proposed grant of Director Options to Directors is to
enable the Company to provide market competitive director remuneration, of which an appropriate component
is both incentive based and promotes retention with the Director Options effectively being issued in lieu of
additional Director's fees. It also retains cash reserves and encourages Non-Executive Directors to have a
meaningful level of investment in the Company and to ensure the Directors' interests are aligned with all
shareholders.
Subject to obtaining shareholder approval at the Company's next General Meeting, the Company proposes to
make an offer of Director Options, as set out in Annexure 1.
For and on behalf of the Board.
Denis Waddell
Chairman
29 December 2023
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
Annexure 1:
Director Options
Exercise Expiry
Number price1 Grant Date Vesting Date2 Date
Mr Denis Waddell (or nominee) 7,000,000 $0.018
7,000,000 $0.020
7,000,000 $0.022
Mr Errol Smart (or nominee) 18,000,000 $0.018
18,000,000 $0.020
18,000,000 $0.022
Mr Mark Palmer (or nominee) 2,000,000 $0.018 1/3 vest 12
2,000,000 $0.020 months
2,000,000 $0.022 following the
As soon as date of grant, 5 years
Mr Godfrey Gomwe (or nominee) 2,000,000 $0.018 practicable 1/3 vest 24 following
2,000,000 $0.020 following months the date of grant
2,000,000 $0.022 obtaining following the
shareholder date of grant
Mr Philip Kotze (or nominee) 2,000,000 $0.018 approval at the 1/3 vest 36
2,000,000 $0.020 General Meeting months
2,000,000 $0.022 following the
date of grant
Ms Patience Mpofu (or nominee) 2,000,000 $0.018
2,000,000 $0.020
2,000,000 $0.022
Mr Tony Lennox (or nominee) 2,000,000 $0.018
2,000,000 $0.020
2,000,000 $0.022
Total - Director Options 105,000,000
1
The exercise prices represent a ~29%, ~43%, and ~57% premium above the 10 day VWAP as at 27 December 2023, for each tranche
respectively.
2
The vesting of the Director Options is subject to the relevant Director remaining in office as at the relevant vesting date.
3
The proposed 105M Director Options represents 1.8% of the diluted issued capital of Orion, assuming the 105M Director Options are exercised.
Date: 29-12-2023 08:53:00
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