Good afternoon, ladies and gentlemen. My name is Denis Waddell. I'm the Chairman of Orion Minerals. On behalf of my fellow directors, it's my pleasure to welcome those of you here with me today and those of you who are in attendance via the online platform. Welcome to the company's annual general meeting of shareholders for 2025. Before I go any further, I advise all present that today's meeting is being recorded, and could you please switch off your mobile phones or turn them to silent mode during the meeting? Thank you. As a quorum of shareholders is present, I declare the meeting open. In attendance via the online platform is our Managing Director and CEO, Tony Lennox, non-executive directors, Mr. Godfrey Gomwe and Ms. Patience Mpofu, our CFO, Peet van Coller, and our Company Secretary, Martin Bouwmeester.
We've received an apology for not being able to attend today's meeting from our Non-Executive Director, Mr. Mark Palmer, who's overseas. We also have with us today via the online platform, Alex [Orphea], representing Orion's auditors, Forvis Mazars, representatives of our share registry, MUFG Corporate Markets Limited, and Mr. Will Davies from Clayton Utz are also in attendance to assist with today's meeting. The purpose of today's meeting is to deal with the formal businesses set out in the notice of general meeting dated 20 October 2025. The notice was lodged with the ASX and the JSE and circulated to all shareholders on 24 October 2025, and if there are no objections, we will take the notice of meeting and the accompanying explanatory memorandum as read. No objections, I take it. Thank you.
The format of today's meeting will be that I will deal with the formal items of business as set out in the agenda. I will present each resolution to the meeting in turn. However, other than in relation to agenda item one, being receiving and considering the annual financial report of the company for the financial year ended 30 June 2025, together with the director's report and the auditor's report, we will not pause for questions after each resolution. Instead, after I've presented all of the resolutions, I will open the floor for any questions or comments from shareholders regarding any of the resolutions. The method of voting for each resolution will be by way of poll. The poll will be conducted at the end of all resolutions presented at today's meeting, and I will provide you with an overview of the conduct of the poll before it is open.
Results of today's meeting will be released via the ASX and the JSE following finalization of the results of the poll. After the meeting, you're welcome to stay back and ask questions. That's in case anyone else turns up while we're going through the meeting. Concerning proxy voting, our share registry, sorry, MUFG Corporate Markets has provided its formal report disclosing the proxy votes received for each of the resolutions to be considered at today's meeting. In total, valid proxies have been received from 72 shareholders for a total of 4,186,568,587 shares, representing approximately 52% of the company's issued capital. Proxies are included in the poll. The proxy votes for each resolution will be displayed on the screen, and as such, I will not read out the numbers as we deal with each resolution.
As indicated in the notice of meeting, as Chairman of the meeting, I am voting all available undirected proxies in favor of each resolution. We will now move to the items of business. Item one, financial and other reports. I refer you to the first item of business as set out in the notice of meeting, which is to receive and consider the annual financial report of the company for the financial year ended 30 June 2025, together with the director's report and the auditor's report. I formally table the annual financial report of the company for the financial year ended 30 June 2025 and the director's report and the auditor's report.
I note that questions may be directed through me as Chair to Alex [Orphea], Forvis Mazars in relation to the conduct of the audit, the audit report itself, or the company's accounting policies in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. Does anyone have any questions or comments on the annual financial report or the other reports? Okay. If there are no comments or questions, we will move to the first resolution. Resolution one seeks the adoption of the company's remuneration report for the financial year ended 30 June 2025, which I formally table. The board has submitted its remuneration report to the shareholders for consideration and adoption by way of a non-binding advisory resolution.
The board considers that the company's remuneration policies are structured to provide rewards based on performance and are competitive with those in the markets in which we operate. On that basis, and with each director acknowledging their personal interest in this resolution, the board recommends that shareholders vote in favor of resolution one. The proxy votes received shall come up on the screen, hopefully. Thank you, Pam. As you can see from the proxy votes on the screen, there's very strong support for the resolution. Given that result, I propose we now consider resolution two, which concerns the re-election of Mr. Godfrey Gomwe. Mr. Gomwe's credentials are detailed in the company's full year statutory accounts and annual report to shareholders for 2025. The directors, other than Mr. Gomwe, recommend that shareholders vote in favor of the resolution.
Each director intends to vote the shares they control in favor of the resolution. Mr. Gomwe makes no recommendation. The proxy votes received are as shown on the screen. Thank you. Again, very strong support. Based on these numbers, Godfrey is re-elected. Congratulations, Godfrey. Another year of support. Thank you. I propose that we move to the next resolution, which is number three, concerning the re-election of Patience Mpofu. Ms. Mpofu's credentials are detailed in the company's full year statutory accounts and annual report to shareholders for 2025. The directors, other than Ms. Mpofu, recommend that shareholders vote in favor of the resolution. Each director intends to vote the shares they control in favor of the resolution. Ms. Mpofu makes no recommendation. The proxies for Ms. Mpofu's re-election are very strong, as they were for Godfrey.
Given such support, Patience is re-elected. Congratulations, Patience. I propose that we move to resolution four. Before proceeding to resolution four, I'd like to provide some background to resolutions four and five. Orion announced on 30 September 2025 that the company was undertaking a capital raising, which was being conducted by a placement to sophisticated and professional investors pursuant to Section 708 of the Corporations Act to raise approximately AUD 5 million and comprised the issue of approximately 333 million shares at an issue price of AUD 0.015 per share. Following this announcement, Orion received additional investor support, resulting in the capital raising increasing to AUD 8.6 million, comprising the issue of approximately 574 million shares at an issue price of AUD 0.015 per share.
Tani Holdings, an entity associated with me, made application for AUD 1 million worth of shares at the same price as the other participants, subject to obtaining shareholder approval at today's meeting. Resolution 4A concerns ratification of a prior issue being the issue of placement shares to professional and sophisticated investors on 7 October 2025 under the placement initially announced on 30 September 2025. As just referred to, during October 2025, Orion completed the first issue of stage one of the placement by issuing 133,333,333 shares at AUD 0.015 to raise AUD 2 million. The directors recommend that shareholders vote in favor of the resolution. Each director intends to vote the shares they control in favor of the resolution. The proxy votes received are as shown on screen, which again show very strong support for the resolution.
Thank you. I propose we now consider resolution 4B, which concerns the ratification again of a prior issue being the issue of placement shares to professional and sophisticated investors on 10 October 2025 under the placement initially announced on 30 September 2025. As just referred to, during October 2025, Orion completed the second issue of stage one of the placement by issuing 83,733,331 shares at AUD 0.015 to raise AUD 1.3 million. The directors recommend that shareholders vote in favor of the resolution. Each director intends to vote the shares they control in favor of the resolution. The proxy votes received are as shown on screen, which again show very strong support for the resolution. I propose that we now consider resolution 4C.
Resolution 4C concerns ratification of a prior issue being the issue of placement shares to professional and sophisticated investors on 17 October 2025 under the placement initially announced by the company on 30 September 2025. As just referred to, during October 2025, Orion completed the third issue of stage one of the placement by issuing 290,239,214 shares at AUD 0.015 to raise AUD 4.35 million. Again, the directors recommend that shareholders vote in favor of the resolution. Each director intends to vote the shares they control in favor of the resolution. The proxy votes received are as shown on the screen, which shows strong support again for the resolution. I propose that we now consider the next resolution. As I have a personal interest in the next resolution, I will hand the chair over to Will Davies to conduct proceedings.
Thank you, Denis. Resolution five concerns the approval to issue shares to Tani Holdings Corporation Limited. As Denis referred to in the background to this resolution, the company is undertaking capital raising. Subject to shareholder approval, Tani Holdings, an entity associated with Orion's chairman, Denis Waddell, will participate in the capital raising on the same terms as all other placement participants.
The company seeks shareholder approval to issue 66,666,666 shares at an issue price of AUD 0.015 per share to Tani Holdings or its nominee to raise a total of AUD 1 million. The directors, other than Mr. Waddell, recommend that shareholders vote in favor of the resolution. Each director intends to vote the shares they control in favor of the resolution. Mr. Waddell makes no recommendation. Proxy votes received are as shown on screen, which show strong support for the resolution. I propose that we now consider the next resolution, and I'll hand the chair back to Denis to continue proceedings.
Thank you, Will. Thanks for doing that for us. Ladies and gentlemen, before proceeding to resolution six, I'd like to provide some background on resolution seven.
Orion has engaged Webb Street Capital to provide professional services to the company in South Africa over recent years, including in relation to the capital raisings undertaken by the company in July 2025 and September 2025. As consideration for the services, the company agreed to pay Webb Street a success fee of 5% of the proceeds raised from the South African investors introduced by Webb Street to the July placement and the September placement. In relation to the July placement, in satisfaction of the remaining fee owed to Webb Street on 7 October 2025, Orion issued 4,547 shares to Webb Street Capital. As consideration for the services provided by Webb Street in connection with the September placement, Orion has agreed to issue 7,845,294 shares to Webb Street Capital.
Webb Street Capital issues have an agreed deemed issue price at the same price as all the other July placement and September placement participants, respectively. Resolution six concerns the ratification of a prior issue of 454,547 shares to Webb Street Capital at a deemed issue price of AUD 0.011 per share, pursuant to the advisory agreement between Orion and Webb Street Capital on the terms and conditions set out in the explanatory memorandum. The directors recommend that shareholders vote in favor of the resolution. Each director intends to vote the shares they control in favor of the resolution. The proxy votes received are as shown on screen, which show strong support for the resolution.
I propose that we now consider the next resolution, resolution seven, which concerns the proposed issue of 7,845,294 shares to Webb Street Capital at a deemed issue price of AUD 0.015 per share, pursuant to the advisory agreement between Orion and Webb Street Capital on the terms and conditions set out in the explanatory memorandum. The directors recommend that shareholders vote in favor of the resolution, and each director intends to vote the shares they control in favor of the resolution. Proxy votes received are as shown on screen, again showing very strong support for the shares to be issued for the work completed by Webb Street Capital. I propose that we now consider resolution eight, which concerns the ratification of a prior issue of 3,272,726 shares to BPDT & Co.
In May 2025, Orion subsidiary PCZM engaged BPDT to provide consulting services in connection with certain off-take arrangements for the Prieska Copper Zinc Mine. As consideration for the services provided by BPDT, the company and BPDT agreed that 50% of the fees payable to BPDT be paid by way of the issue of Orion shares at a deemed issue price of AUD 0.011 per share, pursuant to the consultancy agreement between PCZM and BPDT on the terms and conditions set out in the explanatory memorandum. The directors recommend that shareholders vote in favor of the resolution. Each director intends to vote the shares they control in favor of the resolution. Proxy votes received are shown on screen, again very strong support for resolution eight. That concludes the formal presentation of all resolutions for today's meeting.
I will now open the floor to any questions or comments from shareholders on any of the resolutions just presented. I'll take it there aren't any questions. Ladies and gentlemen, that concludes the formal business of today's meeting, and we will now conduct the poll. Before the poll begins, I will give a brief overview. There are three cards issued to attendees for the meeting: yellow, blue, and red. The yellow indicates your entitlement to vote as a shareholder, a representative or attorney of a shareholder, or a proxy holder. The blue and red cards have no voting entitlements today. If you are here in more than one of those capacities, you will have an issue with as many yellow voting cards as you have separate capacities. On the card, you will find a series of boxes for voting.
Please indicate on your card how you wish to vote by ticking or marking the appropriate square for each resolution. You must mark either the for or against box for your vote to count. If you wish to cast some of your votes for the resolution and some of your votes against the resolution, write in the for box the actual number of votes you are casting for the resolution, and then in the against box, the actual number of votes you are casting against the resolution. The sum of the votes cast for, against, and for and against the resolution must not exceed your voting entitlement. If you are a proxy holder, a summary of the votes to which you are entitled has been provided with a yellow voting card.
If you have only directed votes, you need to do nothing other than submit the voting card. Votes at your discretion or open votes are shown in the column titled "Votes Open" on your proxy summary and can be cast at your discretion by marking either the for or against box. Once you have finished marking a card, please place them in one of the ballot boxes located in the room. If there are any aspects regarding the voting on which you are uncertain, please do not hesitate to ask the MUFG Corporate Markets staff who are in the room here today. Have all persons who intend to vote voted other than me? I have. All very positive.
Thanks, Denis.
Thank you very much.
Thanks very much, shares. It appears the voting process has now been completed. I therefore declare the poll closed. Our share registry, MUFG Corporate Markets, will now process the poll, and results will be released through the ASX and JSE following this meeting in the company's results of meeting announcement. That concludes the formal business and the poll. I assume there are no further questions, given there were not any to start with. Thank you, everyone, for your attendance. We are looking forward to a very positive development over the next 12 months or so and beyond. Tony, you have got your work cut out for you, mate, but it will be a very significant and important period for Orion Minerals.
We are looking forward to it, and we are very hopeful that we will be able to put a positive announcement out in the near term on completion of the Glencore financing and off-take agreements. Thanks for your attendance, everybody. We will see you at the next meeting. Bye-bye.
Thank you, Chair.
Thank you, Chair.
Thanks, everyone.
Thanks, everybody.
Thanks, Alex.
Thank you, Chair .
Cheers.
Thank you, Chair. Bye.
See you, Patience. Thanks, Martin.
Cheers. Bye. Cheers. Bye.
I think we're all good, Pam, Martin.
Almost there, Denis.
Yep.
Did the registry just come back to you, Martin?
Yeah, they will once the poll numbers are verified and closed out, they'll send through the final report.
Yeah, okay.
All right. I'll drop off. I think we're done. Denis, we're done.
Thanks, Martin. Pam, you're good.
Okay. Yep, all good. Thanks. I'll close it off now.
Thanks a lot.
Okay.
Thanks, guys.
Bye-bye.
Thank you.