Orion Minerals : Notice of Annual General Meeting/Proxy Form

NOTICE OF ANNUAL GENERAL MEETING

to be held on

Thursday, 25 November 2021 at 3:00 p.m. (AWST) at

Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western

Australia

and

EXPLANATORY MEMORANDUM

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

IMPORTANT INFORMATION REGARDING COVID-19

The Company is closely monitoring the impact of COVID-19 in Western Australia and is seeking to follow guidance from the Federal Government and State Governments.

The Company is taking precautions to facilitate an in person meeting in accordance with COVID-19 safe processes. However, due to the ongoing COVID-19 pandemic, we strongly encourage you to vote by completing and returning the separately enclosed Appointment of Proxy form in accordance with its instructions and participate in the Meeting via teleconference or webcast (as discussed in this Notice of Meeting), rather than attending in person. If you do not wish to attend the Meeting in person, you must vote by way of Proxy in accordance with its instructions.

If you nevertheless choose to attend in person, to assist us in implementing social distancing, you must register your intention to attend with the Company Secretary at least 48 hours before the Meeting (email: [e-mail]). Space at the Meeting may be limited to ensure social distancing.

The Australian government is implementing a wide range of measures to contain or delay the spread of COVID-

19. If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company's Notice of Meeting, the Company will notify Shareholders accordingly via the Company's ASX Announcement

Platform at asx.com.au (ASX: ORN). Any Shareholders who plan to physically attend the Meeting should closely monitor these platforms for any updates by the Company in regard to attending the Meeting in person and alternative arrangements.

A PROXY FORM IS ENCLOSED AND YOU ARE STRONGLY ENCOURAGED TO COMPLETE AND RETURN IT IN ACCORDANCE WITH THE SPECIFIED DIRECTIONS.

NOTICE OF ANNUAL GENERAL MEETING 2021	ORION MINERALS LTD
		ACN 098 939 274
		TABLE OF CONTENTS
1.	Notice of Meeting	5
2.	Explanatory Memorandum	8

• Financial Statements and Reports.
• Resolution 1 - Remuneration report.
• Resolution 2 - Re-election of Mr Mark Palmer.
• Resolution 3 - Re-election of Mr Godfrey Gomwe.
• Resolution 4 - Approval to Issue Consideration Shares - Namaqua / Disawell.
• Resolution 5 - Ratification of Prior Issue - Data Option Stage 1 Shares.
• Resolution 6 - Approval to Issue Shares - Data Option Stage 2 Shares.
• Resolution 7 - Approval to Issue Shares - OCP Consideration Shares.

3.	Glossary	17
4.	Appointment of Proxy	(Enclosed separately)

KEY DATES

Record date to determine Shareholders who are entitled to receive the Notice of Meeting

Posting of Notice of Meeting and announcement on SENS

Last day to trade for Shareholders on South African Share register in order to be entitled to vote at the Meeting

Voting record date (JSE Share register)

Voting record date (ASX Share register)

Deadline for lodgement of proxy forms for Meeting (ASX Share register)

Deadline for lodgement of proxy forms for Meeting (JSE Share register)

Annual General Meeting

4:00 p.m. (AWST)	Friday, 15 October
	2021
	Thursday, 21 October
	2021
3:00 p.m. (AWST)	Thursday, 18
	November 2021
5:00 p.m. (SA Time)	Monday, 22
	November 2021
4:00 p.m. (AWST)	Tuesday, 23 November
	2021
3:00 p.m. (AWST)	Tuesday, 23 November
	2021
3:00 p.m. (AWST)	Monday, 22
	November 2021
3:00 p.m. (AWST) /	Thursday, 25
9:00 a.m. (SA Time)	November 2021

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NOTICE OF ANNUAL GENERAL MEETING 2021	ORION MINERALS LTD
	ACN 098 939 274

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of Orion Minerals Ltd (ACN 098 939 274) will be held at 3:00 p.m. (AWST) (9:00 a.m. SA Time) on Thursday, 25 November 2021 at:

Clayton Utz

Level 27, QV. 1 Building

250 St Georges Terrace

Perth, Western Australia

Your Vote is Important

The business of the Annual General Meeting affects your shareholding and your vote is important.

IMPORTANT INFORMATION REGARDING COVID-19

The Company is closely monitoring the impact of COVID-19 in Western Australia and is seeking to follow guidance from the Federal Government and State Governments.

Shareholders are encouraged to vote by completing and returning a directed Appointment of Proxy form in accordance with its instructions and participate in the Meeting via teleconference or webcast, rather than attending in person. If you do not attend the Meeting in person, you must vote by way of Proxy in accordance with its instructions.

If you nevertheless choose to attend in person, you must register your intention to attend with the Company Secretary at least 48 hours before the Meeting (email: [e-mail]). Space at the Meeting may be limited to ensure social distancing.

If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company's Notice of Meeting, the Company will notify Shareholders accordingly via the Company's ASX Announcement Platform at asx.com.au (ASX: ORN). Please monitor these platforms for any updates by the Company regarding alternative arrangements.

Details on how Shareholders may vote are set out below.

Attendance via teleconference

Shareholders may join (and ask questions at) the Meeting via conference call, however, no real-time voting rights will apply for those Shareholders joining the Meeting via conference call.

If you wish to vote, you must complete and return a directed Appointment of Proxy form in accordance with its instructions.

ASX Proxy forms must be submitted to the Company's share registry by 3:00 p.m. (AWST), on Tuesday, 23 November 2021 online or by post and JSE proxy forms must be submitted to the Company's share registry by 3:00 p.m. (AWST), on Monday, 22 November 2021 by email or post (see "Voting by Proxy and Corporate Representatives" below). Shareholders can lodge a proxy by following the instructions on their personalised proxy form.

Details on how to access the conference call will be available on the Company's website, www.orionminerals.com.au.

Voting in Person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting by Proxy and Corporate Representatives

To vote by proxy, your ASX Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Tuesday, 23 November 2021 and your JSE Proxy Form must be received by the Company by no later than 3:00 p.m. (AWST) on Monday,

22 November 2021. Proxy Forms can be lodged:

By mail:	Link Market Services Limited	JSE Investor Services (Pty) Ltd
	Locked Bag A14	PO Box 4844
	Sydney South NSW 1235	Johannesburg, 2000
By mobile device:	Shareholders may submit their ASX Proxy Form by scanning	Not applicable.
	the QR code provided in the Proxy Form or enter the link
	www.linkmarketservices.com.auinto a mobile device. Log
	in using the Security Reference Number (SRN) or Holder
	Identification Number (HIN) and postcode for the
	shareholding. To scan the code, shareholders will need a
	QR code reader application which can be downloaded
	for free on a mobile device.
By facsimile:	([phone]	Not applicable.
By email:	Not applicable.	[e-mail]
Online:	Shareholders may submit their ASX proxy instruction online	Not applicable.
	on the Company's Share Registry by visiting
	www.linkmarketservices.com.au. Login to the Link website
	using the holding details as shown on the ASX Proxy Form.

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NOTICE OF ANNUAL GENERAL MEETING 2021	ORION MINERALS LTD
		ACN 098 939 274
	Select 'Voting' and follow the prompts to Lodge your
	Proxy. To use the online lodgement facility, shareholders
	will need their "Holder Identifier" - Securityholder
	Reference Number (SRN) or Holder Identification Number
	(HIN).
By hand:	Link Market Services Limited*	JSE Investor Services (Pty) Ltd**
	Level 12, 680 George Street	19 Ameshoff Street
	Sydney NSW 2000	Braaimfontein, 2001

• during business hours Monday to Friday (9:00am - 5:00pm Sydney time), subject to public health orders and restrictions.

• during business hours (Monday to Friday, 9:00am-5:00pm SA time), subject to public health orders and restrictions.

A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy, who need not be a Shareholder of the Company. A proxy may be an individual or a body corporate. If a Shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. If a Shareholder appoints two proxies and their appointment does not specify the proportion or number of the Shareholder's votes the proxy may exercise, each proxy may exercise one half of the Shareholder's votes. If a Shareholder appoints two proxies, neither may vote on a show of hands.

Shareholders and their proxies should be aware that if proxy holders vote, they must cast all directed proxies as directed, and any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act.

The proxy form and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received at the Company's Share Registry at least 48 hours before the commencement of the Annual General Meeting or any adjournment of that Meeting.

If a representative of a corporate Shareholder or a corporate proxy is to attend the Meeting pursuant to section 250D of the Corporations Act, a certificate of appointment of the representative must be produced prior to the admission to the Meeting. A form of certificate of appointment can be obtained from the Company's registered office.

Voting Entitlements

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that the shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the ASX Share register at 4:00 p.m. (AWST) on Tuesday, 23 November 2021 or in the JSE Share register at 4:00 p.m. (SA Time) on Monday, 22 November 2021.

Attendance via teleconference

Shareholders may join the Meeting via conference call, however, no voting rights will apply. Details on how to access the conference call will be available on the Company's website, www.orionminerals.com.au.

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NOTICE OF ANNUAL GENERAL MEETING 2021	ORION MINERALS LTD
	ACN 098 939 274

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of the Shareholders of Orion Minerals Ltd (Company or Orion) will be held at Clayton Utz, Level 27, QV. 1 Building, 250 St Georges Terrace, Perth, Western Australia on Thursday, 25 November 2021 commencing at 3:00 p.m. (AWST).

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.

Agenda

Financial Statements and Reports - Year Ended 30 June 2021 (no resolution required)

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the Directors' report and the auditor's report.

Resolution 1 - Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2021 be adopted."

Voting Prohibition Statement: A vote on this Resolution 1 must not be, and the Company will disregard any vote that is, cast (in any capacity) by or on behalf of either of the following persons:

1. a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution 1; or
2. the voter is the Chair and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution 1; and
   2. expressly authorises the Chair to exercise the proxy even if this Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2 - Re-election of Mr Mark Palmer

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purpose of clause 14.2 of the Constitution and for all other purposes, Mr Mark Palmer, a Director who retires by rotation, and being eligible, is re-elected as a Director."

Resolution 3 - Re-election of Mr Godfrey Gomwe

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purpose of clause 14.2 of the Constitution and for all other purposes, Mr Godfrey Gomwe, a Director who retires by rotation, and being eligible, is re-elected as a Director."

Resolution 4 - Approval to Issue Consideration Shares - Namaqua / Disawell

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of such number of Shares in the Company as is equal to $750,000 (converted into ZAR) divided by the Issue Price to the Namaqua and Disawell Selling Shareholders as consideration for the acquisition by the Company's wholly owned subsidiary of all of the remaining issued shares in, and claims held by, the Namaqua and Disawell Selling Shareholders against Namaqua and Disawell, on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of each Namaqua and Disawell Selling Shareholder, or any person who will obtain a material benefit as a result of the proposed issue, except a benefit solely in the capacity of a holder of ordinary securities, and any associates (as that term is defined in the ASX Listing Rules) of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution 4 by:

1. a person as a proxy or attorney for a person who is entitled to vote on this Resolution 4, in accordance with the directions given to the proxy or attorney to vote on this Resolution 4 in that way; or
2. the chair (as that term is defined in the ASX Listing Rules) of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 4, in accordance with a direction given to the chair to vote on this Resolution 4 as the chair decides; or

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