To view the PDF file, sign up for a MySharenet subscription.

ORION MINERALS LIMITED - Shares in Lieu of Cash Fees and Director Options

Release Date: 29/12/2023 08:53
Code(s): ORN     PDF:  
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
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.