02 Aug - 21 min read

Orion exercises option to acquire and consolidate the Okiep Copper Project

Orion exercises option to acquire and consolidate the Okiep Copper Project

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


Orion exercises option to acquire and consolidate the Okiep Copper Project


Landmark acquisition delivers a compelling near-term production opportunity in South Africa’s Northern Cape,
complementing Orion’s flagship development-ready Prieska Copper-Zinc Project

-  Orion takes a major step forward in its strategy to become a diversified, new-generation base metal
   producer positioned to deliver critical metals for the global energy transformation by:
    o    Exercising its option (refer ASX/JSE release 2 February 2021) (OCP Option) to acquire a controlling
         interest in several properties within the Okiep Copper Project (OCP) in South Africa’s Northern Cape,
         encompassing mineral rights over the majority of the large historical mines of the world-class Okiep
         Copper Complex; and
    o    Exercising a separate option (refer ASX/JSE release 15 February 2021) (Data Option) to acquire
         mining and exploration records and extensive data held by the O’Okiep Copper Company (and its
         affiliates), giving Orion access to data covering 60+ years of mining history at the OCP.

-  The OCP acquisition has been restructured with Orion now directly acquiring the mineral rights and other
   assets held by Southern African Tantalum Mining (Pty) Ltd (SAFTA), Nababeep Copper Company (Pty)
   Ltd (NCC) and Bulletrap Copper Co (Pty) Ltd (BCC) (Okiep Copper Project), rather than the entities
   themselves.

-  Orion has completed an extensive due diligence investigation on the OCP during which it estimated
   maiden JORC compliant Mineral Resources totalling 11.5Mt at 1.4% Cu for 159,000 tonnes of contained
   copper (refer ASX/JSE release 29 March 2021), identified numerous high priority exploration targets
   (refer ASX/JSE release 17 March 2021) and commenced exploration activities.

-  A positive Scoping Study completed in May 2021 confirmed the potential for early cash-flow and ‘Proof-
   of-Concept’ copper production, with results from the study confirming:
    o    The OCP deposits have potential to be mined at low cost by both open pit and underground mining
         methods;
    o    Potential exists to rapidly advance the project to production, with critical permitting processes
         already under way; and
    o    A ‘proof-of-concept’-scale operation requiring low upfront capital investment can provide
         commercially attractive returns and early cash flows.

-  Potential exists for significant operational synergies between the OCP and Orion’s fully-permitted Prieska
   Copper-Zinc Project, also located in the Northern Cape Province, where Orion is in advanced project
   funding discussions.


Orion’s Managing Director and CEO, Errol Smart, said:

“This is another pivotal moment in Orion’s journey to become a major base metals producer in South Africa, with
two production hubs in the world-class Northern Cape Province and, in the process, a key supplier of metals that
are critical for global energy transformation.”

“Just six months after we made headlines in South Africa by securing an exclusive option to secure a controlling
interest in this world-class copper district, we have delivered JORC compliant Resources, completed a Scoping
Study, conducted extensive due diligence studies, embarked on major greenfield and brownfield exploration
programs and now exercised our option to acquire key assets under a restructured agreement with the vendors.

“This is a wonderful achievement by our team which once again demonstrates the extraordinary ‘can-do’ culture
within Orion. We are very focused on achieving our goals in an efficient and timely manner.

“Our due diligence investigation has confirmed and exceeded our best case expectations, clearly
demonstrating that the OCP is an outstanding opportunity for Orion to establish a second major base metals
production hub alongside our flagship Prieska Copper-Zinc Project.

“This is an area that has delivered significant historical copper production – with previous owners, such as
Newmont and Goldfields, producing 30,000 - 40,000 tonnes of copper metal per annum over many decades –
and we believe there is a compelling opportunity to re-establish this scale of production following the completion
of further drilling and feasibility work.

“Our recently-completed Scoping Study demonstrates positive economics from a smaller-scale proof-of-
concept mining operation, with the potential for first production within 16 months of the start of construction. On
that basis, we have exercised the option to complete the OCP acquisition, paving the way for us to commence
more detailed Feasibility Studies on a near-term production opportunity.

“We will progress the Feasibility Studies in parallel with ongoing works to upgrade confidence in historic Newmont
and Goldfields estimates of mineralisation not yet reported as JORC compliant mineral resources. This work is
progressing with a multi-pronged exploration program, and ongoing project permitting.

“Following our exercise of the OCP Option, exploration programs will be intensified, with our due diligence work
already having defined a series of high-priority drill targets along the prolific Carolusberg – Koperberg line of
historical workings, and a major regional SkyTEM TM survey now underway in collaboration with the Council for
Geosciences, to map out structure and potential mineralised mafic intrusives.

“These programs are squarely aimed at growing our resource base at the OCP to support a larger-scale, longer-
term mining operation – an objective that will be significantly fast-tracked by our exercise of a second option to
acquire a vast historical database of more than 60 years of mining and exploration records.

“Our objective is for future production from OCP, to supplement Prieska’s forecast production of 22ktpa of
copper and 70ktpa of zinc, transforming Orion into a substantial base metal mining house with two operating
hubs in Tier-1 mining districts in the Northern Cape.”

Orion Minerals Limited (ASX/JSE: ORN) (Orion or the Company) is pleased to announce that it has taken another
key step in its strategy to become a leading diversified international base metals producer after exercising its
exclusive option to acquire a controlling interest in the majority of the properties comprising the Okiep Copper
Project (OCP), located approximately 570km north of Cape Town in the Northern Cape Province of South Africa
(Figure 1). In addition to the OCP Option acquisition Orion has also applied for additional Prospecting Rights to
supplement the OCP mineral rights.

The mineral rights holding of OCP are intended to be held by two newly formed Orion companies, namely the
New Okiep Exploration Company (Pty) Ltd (New Okiep Exploration Co) (initially 100% Orion) and the New Okiep
Mining Company (Pty) Ltd (New Okiep Mining Co) (initially 56.3% Orion: 43:7% Industrial Development Corporation
(IDC)). Both of these entities will in future include empowerment partners in compliance with Mining Charter 2018.

In parallel, the Company has also exercised its option to acquire the database owned by the O’Okiep Copper
Company (and its affiliates), including all historical mining and exploration records for the OCP covering more
than 60 years of production history.

The OCP is a significant growth opportunity as it could become a second base metal production hub for Orion
in the Northern Cape alongside its flagship Prieska Copper-Zinc Project (Prieska Project), located 450km east of
the OCP (Figure 1).


Figure 1: Location of the Okiep Copper Project (Okiep Project) in relation to Orion's existing Areachap projects.


Figure 2: Location of the Okiep Copper Project (Okiep Project) Mineral rights.


The OCP Option has been restructured since the initial OCP Option Agreement was announced on 2 February
2021, with Orion now directly acquiring the assets held by Southern African Tantalum Mining (Pty) Ltd (SAFTA),
Nababeep Copper Company (Pty) Ltd (NCC) and Bulletrap Copper Co (Pty) Ltd (BCC), rather than the entities
themselves.
                                                                                                                                 
These entities hold the majority of the large, historical mines in this significant copper-producing district, which has
produced more than 2Mt of copper metal over a 150-year period to 2003. The mineral rights include numerous
existing drilled copper orebodies with decline mine access and services in place.

Since signing the OCP Option Agreement, Orion has undertaken extensive due diligence work at the OCP,
including the completion of JORC compliant Mineral Resource Estimates for an initial six deposits totalling 11.5
million tonnes grading 1.4% copper for 159,000 tonnes of contained copper (refer ASX / JSE release 29 March
2021).

In addition, the Company also completed a positive Scoping Study (refer ASX / JSE release 3 May 2021), which
demonstrated the economic merit of developing a foundation phase mining operation at the OCP while Orion
conducts the required work and engineering studies to support its aspiration for achieving a larger mining
operation with production at a similar scale to past owners Newmont and Goldfields who produced 30,000 -
40,000 tonnes per annum of copper.

Orion’s objective of rapidly expanding the Mineral Resource base at the OCP is supported by the exercise of a
separate option agreement to acquire the extensive historical mining and exploration database held by the
O’Okiep Copper Company (and its affiliates) (refer ASX / JSE release 15 February 2021), covering more than 60
years of production and exploration history.

Drilling and geological information within this database has already supported the completion of the initial
Mineral Resource estimates outlined above, as well as enabling Orion to define a series of high-priority initial drill
targets within the OCP, particularly along the Carolusberg – Koperberg line (refer ASX / JSE release 21 May 2021).

Targeting for discovery of new mineralisation at the OCP is further supported by a recent agreement with the
Council for Geoscience, Republic of South Africa (CGS) to collaborate on exploration initiatives across the
Northern Cape (refer ASX / JSE release 1 June 2021). A major regional SkyTEMTM survey is currently being
conducted under this collaboration agreement, targeting copper sulphide mineralisation hosted in mafic
intrusive bodies within the OCP area.

Okiep Copper Project – Key Acquisition Details

Orion and the management and shareholders of each of SAFTA, NCC and BCC (collectively, Target Entities)
reached agreement with each other in relation to the manner in which the OCP Option would be restructured
when implemented. This restructure principally related to Orion acquiring the assets and claims on loan account
from each of the OCP Target Entities, rather than acquiring all of the issued shares in, and claims on loan account
against, the Target Entities as had been previously contemplated in the OCP Option Agreement.

New Okiep Mining Co (in relation to SAFTA) and New Okiep Exploration Co (in relation to NCC and BCC) (each
a Purchaser) will acquire all of the assets of SAFTA, NCC and BCC, respectively, comprising principally their
respective mineral rights (Mineral Projects), mineral data, rehabilitation guarantees, any specified contracts and
any other assets identified by the Purchasers (collectively, the Sale Assets) (Okiep Transaction).

The aggregate purchase consideration payable by the Purchasers to the Target Entities and their shareholders
(excluding the IDC) (Selling Shareholders) for the Sale Assets is ZAR76.5 million (~A$7.1 million) (Purchase
Consideration), to be settled as to ZAR18.4 million in cash and ZAR58.1 million in Orion fully paid ordinary shares
(Shares) (Orion Consideration Shares). The issue price of the Orion Consideration Shares will be equal to the 30-
day volume weighted average price (VWAP) of the Orion Consideration Shares traded on the ASX and the JSE
in the period ending on the date that is the earlier of (i) the closing date of the applicable part of Okiep
Transaction; and (ii) 30 days after the date on which the last of specified mineral right is granted in respect of the
Target Entity that is the subject of that transaction.

In addition to the Purchase Consideration, the Selling Shareholders will be entitled to a conditional deferred
payment (Agterskot). The Agterskot will be calculated on the basis of the number of tonnes of Mineral Resources
published by Orion in relation the Mineral Projects in compliance with the JORC Code, estimated with reference
to the relevant cut-off grade, less the tonnes of the baseline JORC Code Mineral Resource (as set out in more
detail in Appendix 1).

Orion will, within a period of 12 months after the closing date of each Okiep Transaction, incur aggregate
exploration expenditure of at least ZAR4.0 million (~A$0.37 million) in exploring the Mineral Projects for each
Acquisition Target seeking to satisfy the Mineral Resource requirements on the basis of which the Agterskot will
become payable to the shareholders of the Target Entities (excluding the Industrial Development Corporation
(IDC)).
                                                                                                                    
The Okiep Transaction agreements otherwise contains such undertakings, warranties and terms and conditions
as would be standard and customary to include in transactions of this nature.

Additional information in relation to the Okiep Transaction agreements is included in Appendix 1.

O’Okiep Copper Company Database – Key Acquisition Details

The aggregate purchase price payable by Orion to the O’Okiep (Okiep) Copper Company Proprietary Limited,
O’Okiep Australia Pty Ltd and N7 Transport CC for the mining and exploration data and premises following Orion’s
exercise of the Data Option (Data Option Purchase Price) is as follows:

                                                               Purchase Price
                     Target Entity                                                                      Total
                                                       Cash               Cash or Shares1

        Stage 1:
          Mining and Exploration Data              ZAR3.5 million          ZAR2.5 million          ZAR6.0 million
          Premises                                 ZAR0.5 million                ---               ZAR0.5 million
        Sub-total                                  ZAR4.0 million          ZAR2.5 million          ZAR6.5 million
        Stage 2:
          Mining and Exploration Data                    ---               ZAR18.0 million         ZAR18.0 million
          Premises                                 ZAR0.5 million                ---               ZAR0.5 million
        Sub-total                                  ZAR0.5 million          ZAR18.0 million         ZAR18.5 million
        Total                                      ZAR4.5 million          ZAR20.5 million         ZAR25.0 million
          1.   Orion may at its election, settle the Purchase Price in cash or Shares (refer below).

    •   The Purchase Price will be settled as follows:

           o      Stage 1 Cash: Payable within 5 business days following the date the option was exercised (30 July
                  2021) (Data Option Exercise Date).

           o      Stage 1 Shares: Orion has elected to settle the Purchase Price in Shares and under the terms of the
                  agreement, will issue ~4.1 million Shares at an issue price of $0.034 per Share, within 30 days following
                  the Data Option Exercise Date.
                  The Data Option Purchase Price payable in respect of the Mining and Exploration Data has been
                  reduced by the option fee of ZAR1.0 million to ZAR1.5 million.

           o      Stage 2 Cash: Payable on or before 12 February 2022.

           o      Stage 2 Shares: Where Orion elects to settle the Purchase Price in Shares, the Shares will be issued
                  on or before 12 February 2022 on the same terms as those Shares issued by Orion in Stage 1, above.

    •   The Purchase Price payable in respect of the Premises shall be adjusted to account for certain expenses,
        rates, taxes and levies incurred up to the date of registration of the transfer.

The Data Option agreement otherwise contains such undertakings, warranties and terms and conditions as would
be standard and customary to include in transactions of this nature.

For key terms of the Data Option Purchase Price payable by Orion following the exercise of the option to acquire
the O’Okiep Copper Company database, refer to Orion’s ASX / JSE announcement, released on 15 February
2021.

Next Steps

Following its exercise of the OCP Option, Orion is mobilising to commence drilling at the high priority BCC
Prospecting Right, where Orion is acquiring a 100% interest in the Prospecting Right. Orion will also progress further
feasibility studies for the development of a proof-of-concept scale mining operation at OCP in line with the
parameters outlined in the May 2021 Scoping Study.

In addition, the SkyTEMTM survey currently underway is expected to be completed by mid-August, after which the
survey data will be integrated with the existing OCP datasets to inform and prioritise drill targeting for future drilling
programs.

                                                                                                                         
For and on behalf of the Board.


Errol Smart
Managing Director and CEO

2 August 2021



ENQUIRIES

 Investors                                    Media                                          JSE Sponsor
 Errol Smart – Managing Director &            Nicholas Read                                  Monique Martinez
 CEO
 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@merchantec.co.za


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).

                                                                                                                                   
Appendix 1:

Salient Details of Restructured Purchase Agreements

   •   Agreements Overview

       o   Orion and the management and shareholders of each of SAFTA, NCC and BCC (collectively, Target
           Entities) reached agreement with each other in relation to the manner in which the OCP Option would
           be restructured when implemented. This restructure principally related to subsidiaries of Orion
           agreeing to acquire the assets and claims on loan account from each of the Target Entities, rather
           than acquiring all of the issued shares in, and claims on loan account against, the Target Entities as
           had been previously contemplated in the OCP Option Agreement.

       o   The restructure of the OCP Option resulted in four agreements being signed between Orion, certain
           of its subsidiaries, the Target Entities and their shareholders (excluding the IDC) (Selling Shareholders).
           These are as follows:

              -   the SAFTA Asset Acquisition Agreement, in terms of which New Okiep Mining Company
                  Proprietary Limited (a subsidiary of Orion) (New Okiep Mining Co) will acquire the assets owned
                  by SAFTA, including its mineral rights and data relating to the OCP, as set out in more detail below
                  (SAFTA Transaction);
              -   the NCC Asset Acquisition Agreement, in terms of which New Okiep Exploration Company
                  Proprietary Limited (a subsidiary of Orion) (New Okiep Exploration Co) will acquire the assets
                  owned by NCC, including its mineral rights and data relating to the OCP, as set out in more detail
                  below (NCC Transaction);
              -   the BCC Asset Acquisition Agreement, in terms of which New Okiep Exploration Company will
                  acquire the assets owned by BCC, including its mineral rights and data relating to the OCP, as
                  set out in more detail below (BCC Transaction); and
              -   the Transaction Cooperation Agreement, in terms of which the parties to each of the SAFTA Asset
                  Acquisition Agreement, NCC Asset Acquisition Agreement and the BCC Asset Acquisition
                  Agreement (collectively, the Acquisition Agreements) agree to co-operate with each other in
                  the period between the signature date of the Acquisition Agreements and the date on which
                  the assets of each Target Company are transferred to either New Okiep Mining Co or New Okiep
                  Exploration Co, as the case may be (Interim Period).

       o   The rationale for separating the SAFTA Transaction, the NCC Transaction and the BCC Transaction
           (collectively Okiep Transactions) into separate agreements is principally due to each of the Target
           Entities having different shareholders.

       o   Each of the Okiep Transactions is capable of closing independently when its particular suspensive
           conditions have been fulfilled, as described in more detail below.

   •   Acquisition Agreements

       o   Sale Assets

           New Okiep Mining Co (in relation to SAFTA) and New Okiep Exploration Co (in relation to NCC and
           BCC) (each a Purchaser) will acquire all of the assets of SAFTA, NCC and BCC, respectively,
           comprising principally their respective mineral rights (Mineral Projects), mineral data, rehabilitation
           guarantees, any specified contracts and any other assets identified by the Purchaser (collectively,
           the Sale Assets).

       o   Purchase Consideration

              -   The aggregate purchase consideration payable by the Purchasers to the Selling Shareholders for
                  the Sale Assets is ZAR76.5 million (~A$7.1 million) (Purchase Consideration), allocated as to:
                  -   ZAR40.2 million for the SAFTA Sale Assets, to be settled as to ZAR4.6 million in cash and ZAR35.6
                      million in shares issued by Orion (Orion Consideration Shares);
                  -   ZAR18.4 million for the NCC Sale Assets, to be settled as to ZAR9.2 million in cash and ZAR9.2
                      million in Orion Consideration Shares; and
                  -   ZAR17.9 million for the BCC Sale Assets, to be settled as to ZAR4.6 million in cash and ZAR13.3
                      million in Orion Consideration Shares.

              -   The consideration payable in relation to the SAFTA Assets may be reduced by an amount of
                  ZAR2.8 million if, by the earlier of 30 November 2021 and the closing date of the SAFTA
                  Transaction, the IDC has not received all such internal approvals as it may require in order to
                  provide a funding facility to the New Okiep Mining Co in the amount of at least ZAR40 million.
                  This deduction, if applicable, will be applied to reduce the cash portion of the Purchase
                  Consideration payable in relation to the SAFTA Transaction.

              -   The issue price of the Orion Consideration Shares will be equal to the 30-day volume weighted
                  average price (VWAP) of the Orion Consideration Shares traded on the Australian Securities
                  Exchange (ASX) and the Johannesburg Stock Exchange (JSE) in the period ending on the date
                  that is the earlier of (i) the closing date of the applicable Okiep Transaction; and (ii) 30 days after
                  the date on which the last of specified mineral right is granted in respect of the Target Entity that
                  is the subject of that transaction.

o    Pre-Payment

     The Purchasers will pre-pay a portion of the Purchase Consideration (Pre-Payment) to the shareholders
     of each of the Target Entities (excluding the IDC) with effect from the date that is 90 days after the
     date on which the last mineral right is granted in respect of the Target Entity that is the subject of that
     transaction until the closing date of the Okiep Transaction concerned. The Pre-Payment amount is
     ZAR350,000 in respect of the SAFTA Transaction and ZAR250,000 in respect of each of the NCC
     Transaction and the BCC Transaction. The aggregate of the Pre-Payments is deducted from the Orion
     Consideration Shares portion of the Purchase Consideration payable in relation to each Okiep
     Transaction.

o    Deferred Payment

      -    In addition to the Purchase Consideration, the Selling Shareholders will be entitled to a
           conditional deferred payment (Agterskot). The Agterskot will be calculated on the basis of the
           number of tonnes of Mineral Resources published by Orion in relation the Mineral Projects in
           compliance with the JORC Code, estimated with reference to the relevant cut-off grade
           described in the table below, less the tonnes of the baseline JORC Code Mineral Resource, as
           follows:

            -   for SAFTA, ZAR11 per tonne of JORC Code Mineral Resource in excess of the baseline Mineral
                Resource for the SAFTA Mineral Project of 8,900,000 tonnes and above the relevant cut-off
                grade described in the table below; and
            -   for BCC and NCC, ZAR20 per tonne of JORC Code Mineral Resource that is above the
                relevant cut-off grade described in the table below (there being no baseline Mineral
                Resource applicable to BCC and NCC),

           subject to the maximum Agterskot amount in relation to each Target Entity described in the table
           below.

                                                           SAFTA             NCC              BCC            TOTAL


    Maximum Agterskot value                        ZAR38,812,500    ZAR29,500,000    ZAR30,000,000   ZAR98,312,500

    Agterskot payment per tonne of ore                  ZAR11.00         ZAR20.00         ZAR20.00            –


    Lower Cut Off Grade: Ore 0 - 400m below                 1.0%            1.1%             1.1%              –
    surface (% Cu)

    Lower Cut Off Grade: Ore more than 400m                 1.2%            1.2%             1.2%              –
    below surface (% Cu)


      -    The Agterskot will be settled by way of Orion issuing Shares to each Selling Shareholder in the
           Target Entity concerned (Agterskot Shares) where:

            -   the relevant number of Agterskot Shares will be issued (i) in relation to any Mineral Resources
                identified in relation the Target Entity concerned that may have been published by Orion on
                the ASX on or prior to the applicable closing date, at the same time as the Orion
                Consideration Shares; and (ii) thereafter twice-annually within 30 days after the publication
                by Orion of each of its half-year results and its full year results, in each case in relation to the                                                                                                    
                Mineral Resources identified and reported in relation to each Mineral Project since the last
                half-year or full-year results publication (as the case may be); and

            -   the issue price of the Agterskot Shares will be equal to (i) in relation to the Agterskot Shares
                contemplated in (i) above, at the same issue price as the Orion Consideration Shares; and
                (ii) in relation to the Agterskot Shares contemplated in (ii) above, at the 30-day VWAP of the
                Orion Shares traded on the ASX and the JSE in the period immediately after to the
                publication date of the relevant half-year or full-year results (as the case may be).

o   Suspensive Conditions

     -   The Okiep Transactions are each subject to the fulfilment (or, where possible, waiver) of various
         suspensive conditions (some of which have already been fulfilled) and include:

         -   that within 5 business days after the signature date of the Acquisition Agreement concerned:
              - board approvals from each of the parties has been obtained;
              - a special resolution from the shareholders (excluding the IDC) of each of the Target
                Entities has been obtained; and
              - the Acquisition Agreements and the Transaction Cooperation Agreement (collectively
                Okiep Transaction Agreements) have been executed by all of the parties to those
                agreements.

         -   Orion has exercised the Data Option;

         -   that on or before the date that is 18 months after the signature date (which date may be
             extended by Orion for a further period of 6 months):
              - approval, where required or so elected by Orion, from the shareholders of Orion for the
                Okiep Transaction;
              - the Foreign Surveillance Department of the South African Reserve Bank has granted its
                approval for the relevant components of the Okiep Transaction;
              - if and to the extent required, the ASX has granted its approval for the Okiep Transaction,
                including the issue by Orion Minerals of the Orion Consideration Shares;
              - if and to the extent applicable, the Takeover Regulation Panel has granted the relevant
                exemption for the Okiep Transaction; and
              - the Purchaser has not at any time prior to the fulfilment and/or waiver of the Suspensive
                Conditions notified the Target Entities that a material adverse event has occurred.

     -   The SAFTA Transaction is subject to the fulfilment of the additional suspensive conditions that:
         -   on before 31 August 2021 (which date may be extended by Orion for a further 14 days):
              - the IDC accedes to the SAFTA Asset Acquisition Agreement and the Transaction
                Cooperation Agreement; and
              - the IDC signs the special resolution of the SAFTA shareholders approving the SAFTA
                Transaction,

             (IDC Conditions)

         -   on or before the date that is 18 months after the signature date (which date may be
             extended by Orion for a further period of 6 months), Orion and the IDC have agreed on the
             terms and conditions of the memorandum of incorporation to be adopted by New Okiep
             Mining Co which sets out the definitive terms and conditions on which they are to conduct
             the affairs of New Okiep Mining Co and regulates the relationship between them as
             shareholders in New Okiep Mining Co.

     -   If the IDC Conditions should not be fulfilled by the relevant deadline date, then Orion will be
         deemed to have exercised the OCP Option as contemplated in the OCP Option Agreement
         with respect solely to the Sale Equity in SAFTA.

o   Approval in terms of Section 11 of the Mineral and Petroleum Resources Development Act, 2002
    (Section 11).

    The transfer of the Mineral Rights from each Target Entity to the relevant Purchaser is subject to the
    approval from the Minister of the Department of Mineral and Energy Affairs (or his lawful delegate) in
    terms of Section 11. In the event that approval in terms of Section 11 is not obtained by the date that
    is 24 months after the Signature Date (which date may be extended by Orion for a further period not
    exceeding 6 months) then the Parties will meet to negotiate an alternative means and transaction
    structure to place the Parties in the same or substantially the same commercial position as if the SAFTA
    Transaction had been implemented, provided that, should the Parties be unable to reach agreement
    with each other then any Party may refer the matter to a Senior Mining Lawyer who shall finally
    determine the alternative means and transaction structure.

•   Transaction Cooperation Agreement

    o   Access and Developmental Activities

         -   In terms of the Transaction Cooperation Agreement, the Purchasers are given full and prompt
             access to all of the books, records, contracts, documentation, financial information, personnel,
             advisors and premises of the Target Entities as well as access to the Mineral Project sites for the
             duration of the Interim Period.
         -   The Purchaser is also entitled to carry out exploration and mining activities at the Mineral Projects,
             as may be permissible in terms of the relevant Mineral Rights and subject to all such activities
             being undertaken in terms of all applicable laws.

    o   Mineral Rights Optimisation

        In consultation and collaboration with the Target Entities, the Purchasers may propose and implement
        various measures and steps that may be taken to supplement, amend or substitute the Mineral Rights
        with the primary objective of securing and/or increasing the security of tenure and/or the value of
        the Mineral Projects.

    o   Post-Closing Expenditure Commitment

        Orion will, within a period of 12 months after the closing date of each Okiep Transaction, incur
        aggregate exploration expenditure of at least ZAR4.0 million (~A$0.37 million) in exploring the Mineral
        Projects and in seeking to satisfy the Mineral Resource requirements on the basis of which the
        Agterskot will become payable to the Selling Shareholders.

•   Other terms and conditions

    The Okiep Transaction Agreements otherwise contain such undertakings, warranties and terms and
    conditions as would be standard and customary to include in transactions of this nature.


Date: 02-08-2021 07:40:00
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