Good afternoon, ladies and gentlemen. My name is Denis Waddell, and I'm the Chairman of Orion Minerals. On behalf of my fellow Directors, it is my pleasure to welcome those of you here with me today and those of you who are in attendance via the online platform for the company's general meeting of shareholders. Before we go any further, I advise all present that today's meeting is being recorded. Could you please switch off your mobile phones or turn them to silent mode during the meeting?
As a quorum of shareholders is present, I declare the meeting open. In attendance via the online platform is our Managing Director and CEO, Mr. Tony Lennox. Non-Executive Directors, Mr. Godfrey Gomwe and Ms. Patience Mpofu. Our CFO, Mr. Peet van Coller, and our Company Secretary, Mr. Martin Bouwmeester. We've received an apology for not being able to attend today's meeting from Non-Executive Director, Mr. Mark Palmer. Representatives of our share registry, MUFG Corporate Markets Limited, are also in attendance to assist with the procedures of today's meeting.
The notice of meeting. The purpose of today's meeting is to deal with the formal business as set out in the notice of general meeting, which was dated June 22nd, 2026. The notice was lodged with ASX and JSE and circulated to all shareholders on June 30, 2026. If there are no objections, we will take the notice of meeting and the accompanying explanatory memorandum as read. All agreed? 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, 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 put to the meeting. 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 opened. Results of today's meeting will be released by the ASX and the JSE following finalization of the results of the poll. After the meeting, you are welcome to have a cup of tea or coffee.
That'll be you and me, Terence. Have a chat with me regarding any matters associated with the company. Proxies. Concerning proxy voting, our share registry, 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. 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. Resolution one concerns the ratification of the prior issue of shares to the OCP selling shareholders in settlement of the final acquisition consideration payable for Orion's acquisition of a controlling interest in the Okiep Copper Project.
On March 19, 2026, Orion issued 71,911,941 shares at a deemed issue price of AUD 0.015 per share, finalizing the final acquisition consideration payable to acquire the controlling interest in the project. 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 shown on the screen and indicate strong shareholder support for the resolution. I propose that we now consider the next resolution. Clearly, the votes are very strongly in favor of resolution one. Before proceeding to resolution two, I'd like to provide some background to resolutions two through to five.
Orion announced on May 22, 2026 that the company was undertaking a capital raising, which was being conducted by a placement to sophisticated and professional investors assured to Section 708 of the Corporations Act to raise approximately AUD 15.4 million and comprise the issue of approximately 698 million shares at an issue price of AUD 0.022 per share and 349 million attaching options with an exercise price of AUD 0.031 per option and expiring 36 months after the date of issue.
Additionally, the company agreed to issue options to the supporting brokers who provided support to the company in connection with the placement, as well as shareholders who early supported the capital raise through a AUD 5 million commitment, as we named them in the notice, Cornerstone Investors. The options issued have an exercise price of AUD 0.022 per option and expire 36 months after the date of issue.
Resolution 2A concerns ratification of a prior issue, being the issue of placement shares and attaching options to professional and sophisticated investors on May 29, 2026 under the placement announced by the company on May 22, 2026. As just referred to, Orion completed the first part of the placement by issuing 242,354,540 shares at AUD 0.022 per share and 121,177,270 attaching options with an exercise price of AUD 0.031 per option to raise AUD 5.3 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 shown on the screen and indicate strong shareholder support for the resolution. Again, as I mentioned, very strong support for the placement. Moving on to Resolution 2B, which concerns ratification of a prior issue, being the issue of placement shares and attaching options to professional and sophisticated investors on June 1, 2026 under the placement announced by the company on May 22, 2026.
As just referred to, Orion completed the second part of the placement by issuing 61,830,000 shares at AUD 0.022 per share and 30,915,000 attaching options with an exercise price of AUD 0.031 per option to raise AUD 1.4 million. Again, the Directors recommend that shareholders vote in favor of the resolution. Each Director intends to vote shares they control in favor of the resolution. The proxy votes received are shown on the screen and indicate, once again, strong shareholder support for the resolution.
I propose that we consider Resolution 2C, which concerns ratification of a prior issue, being the issue of placement shares and attaching options to professional and sophisticated investors on June 4, 2026 under the placement announced by the company on May 22, 2026. As just referred to, Orion completed the final part of the placement by issuing 393,846,154 shares at AUD 0.022 per share and 196,923,076 attaching options with an exercise price of AUD 0.031 per option to raise AUD 8.7 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 shown on the screen and again indicate strong shareholder support for the final leg of the placement. I propose that we now consider Resolution 3A, which concerns ratification of a prior issue, being the issue of options to brokers engaged by the company to assist with the placement. As previously referred to and announced by the company on May 22nd, 2026.
On June 1, 2026, 3,709,800 broker options were issued as consideration payable to the supporting broker for professional services provided. The broker options have an exercise price of AUD 0.022 per option and expire 36 months from the date of issue. 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 shown on the screen and again indicate strong shareholder support for the resolution.
I propose that we now consider Resolution 3B, which concerns ratification of a prior issue, being the issue of options to brokers engaged by the company to assist with the placement as previously referred to and announced by the company on May 22, 2026. On June 4, 2026, 23,630,769 broker options were issued as consideration payable to the supporting broker for professional services provided. The broker options have an exercise price of AUD 0.022 per option and expire 36 months from the date of issue. 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 shown on the screen and indicate strong shareholder support for the resolution. I propose that we now move on to Resolution 4, which concerns ratification of the prior issue of Cornerstone commitment options to certain existing shareholders who provided Cornerstone support for the placement announced on May 22, 2026. As referred to in the prior resolutions, Orion completed a capital raising, and as part of that capital raising, received commitments from certain existing shareholders for AUD 5 million as Cornerstone support for the company and the placement.
In recognition of this support, on May 29, 2026, 13,636,363 options with an exercise price of AUD 0.022 and an expiry 36 months from the date of issue were issued. 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 shown on the screen and indicate strong shareholder support for the resolution.
I propose that we move on to Resolution 5, which concerns ratification of a prior issue, being the issue of shares and attaching options to Webb Street Capital on June 4, 2026 in connection with the placement announced on May 22, 2026. The company issued 23,627,134 shares at a deemed issue price of AUD 0.022 per share and 11,813,567 attaching options with an exercise price of AUD 0.031 per option and expiring 36 months from the date of issue.
Pursuant to the advisor 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 shown on the screen and indicate strong shareholder support for the resolution.
I now propose that we consider Resolution 6, which concerns the ratification of a prior issue of 2,909,088 shares and 1,454,544 attaching options to BPDT & Co Pty Ltd. In May 2025, Orion subsidiary PCZM engaged BPDT to provide consulting services in connection with certain off-taking 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 issue of Orion shares at a deemed issue price of AUD 0.022 per share, and a one to two attaching option with an exercise price of AUD 0.031 per option.
Pursuant to the consultancy agreement between PCZM and BPDT and 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 shown on screen indicate strong support for the resolution. Ladies and gentlemen, 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. Those in the room, please raise your yellow or blue card if you wish to ask a question.
Sure. I'll be first in the queue. What's the made up capital now of the company shares?
Martin, what's the latest after the number of issued shares now? That's a big.
Just under 9. Under 9 Denis.
[inaudible]
Yeah. Yeah, look, it's obviously a very large number, and it's something that, yeah, we'll I mentioned this at the last meeting. It'd be sort of at the appropriate time. Look, we haven't made a decision on that, but it makes a lot of sense, obviously. We wanted to ensure that any decision along those lines was underpins-
There's something out there-
Exactly. Something more significant w hich we believe is imminent in terms of funding and so forth. Which, there'll be updates in the quarterly, and the progress on the funding from Glencore and so forth. That'll be a very important development, obviously. That's when further consideration will be given to that. At this point, there's been no decision made yet. Any other questions from anybody?
No, I just think-
No, it's all right.
...like an update on where we're at. Whether that's appropriate now or next meeting first, then talk about that. I don't know.
Yes. No, that's fine. Well. Finish formal.
We can final finish the formal side of the business, and we're more than happy to have a chat. You collecting these or?
Those shareholders that have joined via online platform and wish to ask a question, please use the raise your hand function. At the appropriate time, I will ask the moderator if any shareholders raise their hand, and if so, the moderator will invite you to ask a question. Sorry, I missed that little bit of advice prior to now. There's been a question at the meeting room. Are there any questions from anybody online? Nothing there, [Pam] or Martin?
Nothing that I can see, Denis.
Okay. Thanks, Martin. Ladies and gentlemen, that concludes the formal business of today's meeting. We shall now conduct a 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 or representative or attorney of the shareholder or proxyholder. The blue and red cards have no voting entitlements today.
If you are here in more than one of those capacities, you will have been issued 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, some of your votes against the resolution, write in the for box and the actual number of votes you are casting for the resolution. Then in the against box for the actual number of votes you are casting against the resolution. The sum of the votes cast for and against the resolution must not exceed your voting entitlement. If you are a proxyholder, a summary of the votes to which you are entitled has been provided with the yellow voting card. If you only have directed votes, you need 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 your card, please place it in one of the ballot boxes, or the ballot box in the room. The ballot box. Yeah. If there are any aspects regards our voting on which you are uncertain, please do not hesitate to ask a MUFG Corporate Markets staffer who will be circulating with the box.
You need to mark it. I marked it. Did I? Sure. Is that what I need to do? Yeah. It's against, and direct it. That's it. Okay. Thank you. All right. All good. We're all good? Yeah. Okay. Seems that all voting, the process has now been completed. I therefore declare the poll closed. Our share registry will now finalize the poll count. The results of the meeting will be released through the ASX and JSE as soon as practical after the meeting.
Before I conclude the meeting, does anyone have any further comments or questions? We can have a chat if you're happy to do that. Rather than hold everybody up. Sure. To all of you attending, thank you for your attendance and contribution. I now declare the meeting closed. We'll probably see you all again at the AGM, sometime in November. Thanks again, and we'll be updating the market, obviously, with the quarterly tomorrow. Hopefully some further information on the development with the funding, which I referred to earlier. Thank you, everyone.
You too.
Hello, Tony.
Thanks, Denis.
Okay. That'll be cut off now, Martin. We all good?
Yep. Just closing down now.
Just close down. Yep.
Thanks, guys.
Okay. Thanks, Martin. Thanks, [Pam]
Bye.