Orion Minerals : Change in Substantial Holding - Tembo

DocuSign Envelope ID: 2A4DE160-A9A5-4D74-A8AA-BA0E5C5E392B

604

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15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme	Orion Minerals Limited (Orion)
ACN/ARSN	098 939 274

1. Details of substantial holder (1)

Name	Tembo Capital Mining Fund II LP (Tembo) and Ndovu Capital X B.V. (Ndovu)
ACN/ARSN (if applicable)	N/A

There was a change in the interests of the substantial holder on

The previous notice was given to the company on The previous notice was dated

23/08/2022

29/06/2022

29/06/2022

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Present notice
Person's votes	Voting power (5)	Person's votes	Voting power (5)
		22.80% (based on		21.66% (based on
Ordinary shares	1,029,083,226	4,513,295,398 ordinary	1,029,083,226	4,750,037,161 ordinary
	shares on issue)		shares on issue)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

	Person whose		Consideration	Class and
Date of	relevant	Nature of	number of	Person's votes
given in relation
change	interest	change (6)	securities	affected
to change (7)
	changed		affected
		Orion issued 144m
23/08/2022	Ndovu	shares as announced on	n/a	1,029,083,226	Dilution of voting
04/08/2022 as part of a	Ordinary shares	interest
		larger capital issue.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

	Holder of	Registered	Person entitled	Nature of	Class and
	relevant	holder of	to be registered	relevant	number of	Person's votes
	interest	securities	as holder (8)	interest (6)	securities
				Relevant interest under
				section 608(1) of the	1,029,083,226
	Ndovu	Ndovu	Ndovu	Corporations Act as	1,029,083,226
	ordinary shares
				registered holder of the
				shares.
				Relevant interest under
				section 608(3)(b) of the	1,029,083,226
	Tembo	Ndovu	Ndovu	Corporations Act, being a	1,029,083,226
	relevant interest held through	ordinary shares
				a body corporate (Ndovu)
				that it controls.

44511813

DocuSign Envelope ID: 2A4DE160-A9A5-4D74-A8AA-BA0E5C5E392B

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A	N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Ndovu	Hoogoorddreef 15, 1101 BA Amsterdam, Netherlands
Tembo	Cambridge House, Le Truchot, St Peter Port, Guernsey, GY1 4BF, UK

Signature

Print name:	IQEQ Management (Netherlands) B.V.	/	H.E. Wong - Jansen	Capacity:	Directors of Ndovu
Sign here:				Date:	05 September 2022

DIRECTIONS

1. If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
2. See the definition of "associate" in section 9 of the Corporations Act 2001.
3. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
4. The voting shares of a company constitute one class unless divided into separate classes.
5. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
6. Include details of:
7. 1. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
   2. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

1. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
2. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'".
3. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

44511813