ANNUAL
REPORT
2022
Fully
integrated
mines from
exploration
to market
Delivering growth and opportunity by
discovering, developing and producing
metals for a cleaner future
FORWARD-LOOKING STATEMENTS
This report may include forward-looking statements.
Such forward-looking statements:
All forward-looking statements made in this report are
qualified by the foregoing cautionary statements.
z Are necessarily based upon a number of estimates
and assumptions that, while considered reasonable by
Orion, are inherently subject to significant technical,
business, economic, competitive, political and social
uncertainties and contingencies;
z Involve known and unknown risks and uncertainties
that could cause actual events or results to differ
materially from estimated or anticipated events or
results reflected in such forward-looking statements;
and
z 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.
Orion disclaims any intent or obligation to update publicly
any forward-looking statements whether as a result of new
information, future events or results or otherwise.
The words ‘believe’, ‘expect’, ‘anticipate’, ‘indicate’,
‘contemplate’, ‘target’, ‘plan’, ‘intends’, ‘continue’,
‘budget’, ‘estimate’, ‘may’, ‘will’, ‘schedule’ and similar
expressions identify forward-looking statements.
Readers of this report are cautioned that forward-looking
statements are not guarantees of future performance
and are cautioned not to put undue reliance on forward-
looking statements due to the inherent uncertainty therein.
All information in respect of Exploration Results and other
technical information should be read in conjunction
with Competent Person Statements in this report (where
applicable) and relevant ASX announcements released
by Orion.
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:
z Disclaim any obligations or undertaking to release any
updates or revisions to the information to reflect any
change in expectations or assumptions;
z Do not make any representation or warranty, express or
implied, as to the accuracy, reliability or completeness
of the information in this report, or likelihood of
fulfilment of any forward-looking statement or any
event or results expressed or implied in any forward-
looking statement; and
z Disclaim all responsibility and liability for these forward-
looking statements (including, without limitation, liability
for negligence).
ABOUT THIS REPORT
This Annual Report is a summary of the operations, activities and performance of Orion Minerals Limited
ABN 76 098 939 274 and its financial position for the year ended 30 June 2022. In this report, unless
otherwise stated, references to Orion Minerals, Orion, Company, we, us and our, refer to Orion Minerals Limited.
Monetary amounts in this document are reported in Australian dollars (AUD, $), unless otherwise stated.
ORION MINERALS Annual Report 2022
Contents
ABOUT THIS REPORT
FORWARD-LOOKING STATEMENTS
Chairman and Managing Director/CEO Review
Orion Projects in South Africa and Australia
Strategy
Key Achievements in 2022
1 Corporate Profile
2 Leadership
3 Business Review
Senior Management
Health and Safety
Board of Directors
Corporate Social Responsibility
Commodity Markets
Environmental, Social & Governance
Review of Operations
SOUTH AFRICAN PROJECTS
Prieska Copper-Zinc Mine Development & Exploration
Okiep Copper Project
Jacomynspan Project
Regional Exploration
AUSTRALIAN PROJECTS
Ore Reserves and Mineral Resources Statement
Corporate
4 Financial Statements
Auditor’s Independence Declaration
Directors’ Report
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Equity
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional ASX Information Shareholder Information
Corporate Directory
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IBC
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ORION MINERALS Annual Report 2022 Values
TRANSFORMATIVE
As an ethical agent and catalyst for beneficial
change in society, in the economic and social
well-being and in the health and safety of our
people and host communities.
RESILIENT
Persistently committed to achieving the goals of
our business, anticipating and facing disruption
and challenges, whilst embracing change and
adaptability as tools of success.
AGILE
Committed to proactively and responsively
understanding and addressing the goals of our
business and stakeholders, nimbly and flexibly
recognising and harnessing opportunity and
addressing expectations and challenges.
INNOVATIVE
Continually seeking to adapt, innovate and improve
the way we conduct our business, embracing and
expanding on good practices, whilst building and
maintaining an industry leadership role across all
facets of our business.
SUSTAINABLE
Striving for ethical business excellence and
exceptional success, realistically ambitious in meeting
the goals of the business and stakeholders through
a balanced approach to business/economic,
environmental, and social aspects, and embracing
a culture of good governance.
Vision and
long-term
objectives
Unlocking the unique
opportunity in the Northern
Cape, South Africa to have
an integrated value chain
producing future facing
metal production, bringing
high ESG standards to a
province with diverse, high mineral endowment
and a large existing and rapidly growing
renewable energy footprint.
Orion’s Northern Cape mineral portfolio includes
mining rights, prospecting rights and applications
in progress.
The properties have significant historical mining of:
Cu, Zn, Pb, Au, Ag, W with notable occurrences and
diggings on Li, REE, U and large virgin deposits of
Ni-Cu-Co-PGE that have been identified.
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ORION MINERALS Annual Report 2022
Key Achievements in 2022
PRIESKA COPPER-ZINC PROJECT, NORTHERN CAPE
z Early production assessment fast-tracked, with investigations
JACOMYNSPAN NI-CU-CO-PGE PROJECT AND
METAL REFINING
underway into phasing project development to bring
z Exciting value-add beneficiation opportunity being
forward first concentrate production and evaluate
evaluated after Orion secured an exclusivity agreement
the potential to mine remnant pillars from the historical
with Stratega Metals to develop a specialist battery product
mining operations.
z Key funding milestone achieved with an US$87 million
refining facility in the Northern Cape using Stratega’s
licensed refining technology.
funding package negotiated with Canadian streaming
z Agreement to consolidate ownership of the Jacomynspan
and royalty company Triple Flag to underpin the Early
Nickel-Copper-Cobalt-PGE Project (JMP Project or
Production Scenario.
z Outstanding high-grade results received from a 1,000m in-fill
drilling programme targeting the +105 Level Supergene
Resource to support potential early production by
underground mining above the accumulated water level.
z Discussions commenced with Central Energy Corporation
(CENEC) to investigate the potential incorporation of the
Prieska Project’s power requirements as part of CENEC’s
landmark Prieska Power Reserve™ Project, paving the way
for the Prieska Project operations to be entirely powered by
renewable energy and green hydrogen sources.
OKIEP COPPER PROJECT, NORTHERN CAPE
z Acquisition of Okiep Copper Project (OCP or Okiep Project)
commenced, along with securing +60 years of mining and
exploration data previously held by the O’Okiep Copper
Company. Through the Okiep Project acquisition, Orion
through its subsidiaries, will directly hold the Okiep Project
mineral rights and key assets.
z South Africa’s Industrial Development Corporation (IDC)
signalled its intention to become a key strategic partner
to Orion in the development of the New Okiep Mining
Company (a subsidiary of Orion) and the Okiep Project.
z Permitting, metallurgical test work, mine and infrastructure
design and community engagement activities have been
substantially progressed.
Jacomynspan Project) extended to provide additional time
for the owners to discuss a potential expanded and revised
transaction whereby additional prospective Southern African
nickel projects may be combined with the JMP Project.
CORPORATE
z Capital raising commenced in June 2022:
º Three-tranche placement to sophisticated and
professional investors to raise up to $20 million at
2.0 cents per share (being ZAR22 cents);
º Funds raised from Tranche 1 and Tranche 2 totalled
$6 million, (with commitments for Tranche 3 currently
being progressed);
º Together with other funding sources, the capital
raise will put Orion in a strong position to access
the US$87 million funding package from Triple Flag
Precious Metals to underpin the early production
strategy for the flagship Prieska Project; and
º Funds to be used principally to progress mine
dewatering, complete early production feasibility
studies, battery precursor product production test
work and continued exploration at Orion’s portfolio
of advanced base metal projects in South Africa.
z In addition to the capital raising, a Share Purchase Plan was
offered to provide eligible shareholders with the opportunity
to subscribe for new Shares in Orion at the same offer
z Highly encouraging results received from a successful
price as the Shares issued under the capital raising. The
maiden drilling programme on the Koperberg – Carolusberg
Share Purchase Plan SPP attracted strong support from
line of intrusives, confirming historically reported results and
shareholders, particularly those in South Africa, and closed
proving significant shallow mineralisation.
in August 2022, raising $1.35 million.
z A total of 16 late-time electromagnetic targets (EM)
identified from an extensive high-powered SkyTEM™ airborne
EM survey completed over the Okiep Copper Project,
covering 26 historical copper mines and approximately
150 known copper prospects.
z New copper-nickel discovery made at the Nous prospect
from the first drill-hole completed to test a SkyTEM™ anomaly
with coincident magnetic and EM anomalies.
3
ORION MINERALS Annual Report 202203 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS01 CORPORATE PROFILE04 FINANCIAL STATEMENTS Orion Projects in South Africa
and Australia
JACOMYNSPAN
PROJECT
PRIESKA
PROJECT
Johannesburg
Pretoria
Sishen
Prieska
Kimberley
Durban
OKIEP
COPPER
PROJECT
Upington
Gamsberg
Black Mountain
Springbok
Copperton
Saldanha
Cape Town
Port Elizabeth
OCP, Springbok
4
ORION MINERALS 2022 OCP, Springbok
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ORION MINERALS Annual Report 202203 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS01 CORPORATE PROFILE04 FINANCIAL STATEMENTS Orion at a Glance
STRATEGIC FOCUS
Building a high-quality pipeline of future facing base metals development and exploration assets to help drive the
global green energy revolution.
KEY ASSETS
PRIESKA COPPER-ZINC MINE PROJECT (PRIESKA PROJECT)
z Globally significant VMS deposit in Northern Cape Province, South Africa, with Mineral Resources estimated at
30.49Mt at 1.2% Cu and 3.7% Zn (ASX release: 15 Jan 2019)
z Baseline Feasibility Study demonstrates a 12-year, 2.4Mtpa operation targeting production of 22ktpa copper and
70ktpa zinc at globally competitive costs, strong margins and financial returns
z Fully permitted and ready to build
z Commencing with mine dewatering ahead of the project being fully-funded, whilst investigating the option to
bring forward the start of production and reduce peak funding requirements by phasing the build-up to full-scale
production
z Project financing and strategic partner discussions well advanced
OKIEP COPPER PROJECT (OKIEP PROJECT)
z Compelling opportunity to develop a second base metal production hub alongside the Prieska Project
z Premier historical copper district that produced >2Mt of copper over a 150-year period ending in 2003
z Targeting initial proof-of-concept-scale copper mining operation with potential for first production within 16 months
of the start of construction
z Feasibility Study underway, Mining Right granted July 2022
JACOMYNSPAN PROJECT (JMP PROJECT)
z Granted Mining Right over Ni-Cu-Co-PGE+Au Intrusive Complex
z Intrusive-hosted sulphide JORC Mineral Resource of 65Mt at 0.28% Ni, 0.19% Cu & 0.02% Co, using a cut-off of 0.2% Ni
z Potential for open pit and shallow underground mining
z Investigating innovative proprietary technology to recover battery metals and produce high-value Battery Precursor
products – a value game changer
SUSTAINABLE
DEVELOPMENT
z Sustainable development planned from the outset
z Focus on use of renewable energy and reduced carbon footprint
z Water conservation and recycling maximised
PROGRESSIVE 4IR
ADOPTION
Clear roadmap, should
deliver high productivity
and personnel well-being
gains for workforce
ECONOMIC UPLIFTMENT
GROWTH FOCUS
IGO LIMITED FRASER RANGE
Well placed to play key
role in local economic
recovery and community
development post
COVID-19
Significant
exploration pipeline
in South Africa and
Australia
Western Australia joint venture – Key
Ni-Cu targets directly along trend
from recent Legend Mining discovery,
with air-core drilling underway ahead
of planned diamond drilling
6
ORION MINERALS 2022 Strategy
Orion is on track to become a new-generation Australian – South African
mining company focused on the development of our portfolio of advanced
projects that are planned to be sources of “green” and future-facing metals,
located in South Africa’s Northern Cape Province.
This includes our 70%-owned development-ready and fully-permitted Prieska Project, the Okiep Project (consolidated 56%–
100% ownership), an advanced, district-scale project which is rapidly emerging as our second base metals production hub
in the same region, and the JMP Project, where Orion is targeting the production of future facing-battery precursor products
to be locally refined from base metal concentrates. The geographic footprint of Orion’s projects within South Africa has
delivered significant historical copper production over many decades.
TARGETING HIGH QUALITY DEPOSITS IN UNDER-EXPLORED DISTRICTS
Focus on exploring and developing globally significant multi-commodity base metals deposits located in
outstanding mineral belts and Tier-1 mining districts such as the Areachap Province of South Africa and the
Fraser Range Province of Australia.
DIVERSIFY THE MIX OF THE RIGHT COMMODITIES
Target projects capable of meeting growing demand for key future-facing metals – such as copper, zinc and
nickel – which have strong market fundamentals because of declining global resource inventories, falling
grades at major mines, a lack of investment in new mines and their growing use to support the rollout of
renewable energy technologies required to support the global energy transformation.
RAPIDLY DEVELOP MINERAL PROSPECTS TO ACHIEVE TARGETED PRODUCTION AND
INDUSTRY LEADING OPERATING EFFICIENCIES
Concentrate efforts to bring the brownfields fully-permitted Prieska Project into production, where a positive
updated Bankable Feasibility Study was completed in May 2020.
The Prieska Project production is to be supplemented by potential future production from another brownfields
project, the Okiep Project, transforming Orion into a substantial diversified base metal miner.
CONTINUE ORGANIC AND GREENFIELD GROWTH IN KEY LOCATIONS
Further evaluate recently discovered near-mine targets, including immediate extensions of the Deep Sulphide
Resource at the Prieska Project (28.73Mt at 1.2% Cu and 3.8% Zn) and near-mine targets (such as the Ayoba
discovery) to extend the mine life at Prieska Mine.
Additionally, Orion has commended the acquisition of a controlling interest in several properties within the
Okiep Project in the Northern Cape, which includes mineral rights over the majority of the large historical mines
of the world-class Okiep Copper Complex. Orion has completed an extensive due diligence investigation on
the Okiep Project, resulting in the estimation of a maiden JORC-compliant Mineral Resource totalling 11.5Mt
at 1.4% Cu for 156k tonnes of contained copper. Numerous high-priority exploration targets were identified,
and exploration activities have commenced. A positive Scoping Study completed in May 2021 confirmed the
potential for early cash-flow and “Proof-of-Concept” copper production, supported by the potential for
low-cost mining via open pit and underground mining methods.
There is excellent potential to achieve significant operational synergies between the Okiep Project and Orion’s
fully-permitted Prieska Project.
Orion is also targeting the production of battery metals from the JMP Project, with a review and update of a
2012 Scoping Study completed by Orion’s project partner, Namaqua Nickel Mining (Pty) Ltd, now underway.
USE ADVANCED TECHNOLOGIES AND DRAW ON OUR VAST EXPERIENCE TO MAKE
ADDITIONAL MINERAL DISCOVERIES
Continue exploration of the Okiep District and the Areachap Belt, using advanced geological and
geophysical techniques to discover further clusters of base metal deposits, building a sustainable
growth pipeline.
Metal Vapour Refining technology to produce high value battery precursor product and nano powders used
in the electronics industry presents major beneficiation value uplift.
7
ORION MINERALS Annual Report 202203 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS01 CORPORATE PROFILE04 FINANCIAL STATEMENTS Chairman’s and
Managing Director/
CEO Review
Denis Waddell
Chairman
Errol Smart
Managing Director and Chief Executive Officer
While the past year was
tumultuous in terms of
global events, it was also
productive and pivotal
for Orion Minerals. Despite
numerous headwinds,
the Company continued
to advance its two base
metal hubs in the Northern
Cape region of South
Africa through progressing
funding arrangements
with multiple parties to
enable both projects to
progress to development
commissioning,
and production.
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ORION MINERALS 2022 Awarded the
Junior ESG Award
for Enhanced Labour
Standards
The IDC to become a
strategic partner
in Okiep Copper
Project, pre-development
funding agreement
reached
US$87 million
funding agreement
reached for
Prieska Project
Base metal prices, along with most other asset classes,
have been impacted by bearish sentiment in response to
negative global social and political events, which has led
to surging global inflation, rising interest rates, and slowing
global economic growth. Despite this, it is important to
note that average metal prices over the past year were
still well above the levels used in Orion’s 2020 Bankable
Feasibility Study for our flagship Prieska Copper-Zinc Project
and analysts’ outlook for metal prices remain positive
for the next decade and beyond, given the global
commitments made at COP 26, to net zero carbon by
no later than 2050. To achieve such commitments,
very significant investment is required in future facing
metals due to a major shift to electrification from fossil fuels.
Given these global developments, Orion is well placed to
realise its ambition of becoming a fully integrated mining
and processing business, producing metal products with
a low carbon footprint and strong ESG credentials. The
quality of the Company’s asset base positions us well to be
a key supplier of future-facing metals for the impending
global energy transition.
Despite adverse market conditions, Orion achieved a
major funding milestone for our Prieska Copper-Zinc
Project in the final quarter of the year after successfully
negotiating a non-binding US$87 million funding package
with the leading Canadian streaming and royalty finance
company, Triple Flag. We also progressed a further capital
raise, initiated towards the end of the financial year,
with a three-tranche placement to raise up to $20 million.
The Company closed on the first tranches of this funding,
securing an initial $7.3million of funding from a combination
of an equity placement to sophisticated investors and a
Share Purchase Plan offered to all shareholders.
The proceeds of the capital raising will allow the early
mining feasibility studies to be completed and mine
dewatering to commence, which we consider to be
the most important next steps in the development of the
Prieska Project.
Two other significant milestones occurred subsequent
to year-end. Firstly, a mining right was granted in August
2022 for the Flat Mines Area at the Okiep Copper Project,
which represents a major step towards early copper
production, while also expanding our Mineral Resources
and beneficiation capacity in South Africa’s Northern
Cape Province. Secondly, in early September 2022, we
reached agreement on key principles for the Industrial
Development Corporation (IDC) to fund 43.75% of pre-
development costs and facilitate BEE ownership at the Flat
Mines Project, being Stage 1 of the Okiep Copper Project.
EXPLORATION AND MINE DEVELOPMENT IN
SOUTH AFRICA
With the long-term outlook for base metals, including
copper and zinc prices remaining positive, the Orion
executive team continued to re-evaluate the Prieska
Project development schedule to assess the potential
to bring forward production – albeit on a reduced scale
initially.
The Early Production Scenario is based on rescheduling
the mine development sequence by expediting mining
of the +105m crown pillar block to the front end of the
mine schedule, rather than the back end, as originally
contemplated. This, together with mining the underground
pillars remaining from the historic operation, would allow
Orion to produce first concentrates 14 months earlier than
originally envisioned in the 2020 Bankable Feasibility Study,
delivering a major breakthrough for the Project.
As part of the early production investigation, we are
also preparing a plan to commence dewatering the
underground workings using a modular configuration. This
phased dewatering plan would allow us to start ahead of
the scale-up to the full-scale pumping rate outlined in the
2020 study.
In parallel to our project at Prieska, we have commenced
work to establish the Okiep Copper Project as a second
copper concentrate production hub. We believe that
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ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS Chairman and CEO’s Report continued
the complementary combination of these projects will
accelerate our journey to becoming a major copper
producer in the Northern Cape Province and transform
Orion into a significant international base metals miner
at an optimal time in the global market cycle for critical
future-facing commodities.
During the year, Orion completed an extensive
geophysical survey – using the state-of-the-art high-
powered SkyTEM™ system – in the Okiep Copper District.
The initial results were outstanding – with 16 ‘late-time’
anomalies identified, with a number of the anomalies
located in close proximity to known deposits. We
expect that this survey will generate a strong pipeline of
exploration targets at Okiep, complementing our more
advanced resource-level and near-resource exploration
opportunities.
Exploration drilling at the Okiep Copper Project during the
year led to the discovery of a previously unknown copper-
nickel mineralised mafic intrusive at the Nous Prospect.
This is the first discovery in the district in more than 40 years
– and is directly attributable to the availability and use of
modern geophysics, followed by mapping and detailed
ground surveys. Our early exploration success underscores
the huge potential upside in the Okiep region.
We were also extremely pleased that South Africa’s
national development finance institution, the IDC, will
maintain its interest in the Okiep Copper Project and
become a strategic partner, alongside Orion, in the
ongoing development of this exceptional base metal
asset. The IDC’s decision means that the new holding
company of mineral rights over the SAFTA tenements
(Southern African Tantalum Mining Proprietary Limited),
New Okiep Mining Co, will initially be held 56.3% by Orion
and 43.7% by the IDC. IDC’s project ownership will
then be changed to include empowerment partners,
in compliance with the Mining Charter 2018 requirements,
with a 30% holding by historically disadvantaged groups
including a 5% community interest and 5% employee
interest. New Okiep Mining Co will remain a subsidiary
of Orion.
This IDC funding and empowerment structure will de-risk
the project’s future development pathway and strengthen
potential future funding opportunities.
COMMITMENT TO A GREEN FUTURE
During the year, Orion entered into discussions with the
Central Energy Corporation (CENEC) to investigate the
potential inclusion of the Prieska Copper-Zinc Project as
part of CENEC’s landmark Prieska Power Reserve™ Project,
a mega-scale renewable energy hub currently being
planned for the Prieska district.
10
This initiative is aimed at assisting Orion to achieve carbon
net zero at the Prieska Project, with the mine potentially
powered entirely by renewable energy and green
hydrogen sources.
Orion has also signed a
term sheet with Stratega
Metals, providing us with
exclusivity to undertake
amenability test work on
concentrates containing
sulphide nickel, copper,
cobalt, platinum group
elements (PGE) and gold
– from the Jacomynspan
Nickel-PGE Project in the
Northern Cape.
Stratega holds an exclusive licensing agreement for
proprietary metal vapour metallurgical technologies.
The Stratega refining process is able to produce premium
metal products, with low environmental impact and is
well-suited to use clean, renewable energy. Importantly,
the dry process employs a chemical vapour technology
that doesn’t require water, has low energy consumption,
produces close to zero emissions and occupies a very small
surface area.
The agreement with Stratega provides Orion with access to
a potentially game-changing refining technology for the
production of carbonyl metal powders as feed products
for the high-value electronics industry, including battery
precursor metal powders which are in high demand in
the burgeoning battery manufacturing sector. The battery
materials sector is a key focus for Orion due to its strong
growth outlook and its pivotal role in driving reduced
carbon emissions in the production of metal products
critical for the electrification of energy applications.
As previously communicated and demonstrated, Orion
has a very strong ESG commitment which, pleasingly, was
recently recognised again with Orion being awarded
the Junior ESG Award for Enhanced Labour Standards
at the Investing in Africa Mining Indaba in Cape Town
in May 2022. The award was made to Orion for our work
in establishing and promoting fair labour treatment and
contributing to skills development in the local communities
in which we operate.
ORION MINERALS 2022 Orion also partnered with Bicycles for Humanity Western
Australia (B4H), which donated 420 pre-loved bicycles to
Orion’s host communities in Siyathemba Local Municipality
and Vanwyksvlei.
APPRECIATION
As always, we are thankful for the fantastic energy and
support shown by the entire Orion team, often in very
trying circumstances. Your time and effort is appreciated
and contributes greatly to the Company’s strong progress
towards establishing itself as an important future producer
in the global mining and minerals sector.
We also extend our appreciation to our broader
stakeholder “family”, our BEE partners, host communities,
the Siyathemba Municipality, the Siyathemba Joint
Corporate Social Investment Forum, the Orion Siyathemba
Stakeholder Engagement Forum, consultants, advisors,
contractors, suppliers, industry associations and regulators
— for your contribution and assistance during the year.
Shareholders have provided a key pillar of support in Orion
Minerals’ progress along our strategic journey over the
past year. We welcome our new shareholders and thank
you and our long-standing shareholders for placing your
trust in our team and for supporting our shared vision of
becoming a meaningful player in the world’s copper and
zinc markets.
Finally, we thank our fellow Board members for their
unwavering support and guidance, providing us with the
confidence to progress our Company to future success
and reward.
Denis Waddell
Chairman
Errol Smart
Managing Director and
Chief Executive Officer
EXPLORATION IN AUSTRALIA
Diamond drilling commenced during the year in the Fraser
Range, with all logistics and services now established by
our joint venture partner, IGO. This is one of the most active
exploration districts in Australia and is highly rated by IGO
in terms of its global exploration portfolio.
Results from previous drilling programmes provided strong
indications of a large magmatic nickel-copper sulphide
system, as evidenced by the Mawson nickel-copper
discovery just 16km south-west of IGO’s Hook prospect.
IGO, as the JV Manager, continues to explore the JV
tenements.
FUNDING
The non-binding term sheets signed with Triple Flag for
a US$87 million secured funding package have been
extended, with a term sheet signed for an additional
$10 million funding arrangement. The funding will be made
available to Orion to complete the current early mining
feasibility study at Prieska.
The $20 million capital raise, at 2.0 cents per share,
announced in June 2022, underpins the next phase of
development in Orion’s portfolio of advanced base metal
assets in South Africa.
The raising is being undertaken in three tranches,
with commitments received for the first two tranches
(~$6 million) and a $1.3 million Share Purchase Plan offering
to existing shareholders.
WORKING WITH OUR COMMUNITIES
Orion continues to play a key role in our host communities
at our mine sites. At the Siyathemba community, near
our Prieska Project, we have focused on fostering
community access the national COVID-19 vaccine
centres, including the Bill Pickard Hospital pharmacy in
Prieska, which enabled this facility to be accredited as a
COVID-19 vaccination centre.
In addition, a task team was formed to develop an
implementation and monitoring plan to promote host
community employment and procurement in the
Siyathemba Local Municipality and the neighbouring town
of Vanwyksvlei. An externally facilitated two-day strategic
meeting with host community representatives and business
forums was held during October 2021. At the meeting,
areas of collaboration were identified which would
benefit all affected stakeholders and strengthen working
relationships between the mine and host communities.
11
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS Board of Directors
DENIS
WADDELL
Chairman
ERROL
SMART
TOM
BORMAN
GODFREY
GOMWE
Managing Director
and Chief Executive
Officer
Non-Executive
Director
Non-Executive
Director
ALEXANDER
HALLER
Non-Executive
Director
MARK
PALMER
Non-Executive
Director
Denis is a Chartered
Accountant with
extensive experience
in the management of
exploration and mining
companies. Denis
founded Tanami Gold NL
in 1994 and was involved
with the Company as
Managing Director and
then Chairman and Non-
Executive Director until
2012. Prior to founding
Tanami Gold NL, Denis
was the Finance Director
of the Metana Minerals
NL group. During the past
37 years, Denis has gained
considerable experience
in corporate finance and
operations management
of exploration and mining
companies.
Errol is a geologist,
registered for JORC
purposes, and has
30 years of industry
experience across all
aspects of exploration,
mine development and
operations with experience
in precious and base
metals. He has held
positions in Anglogold,
Cluff Mining, Metallon
Gold, Clarity Minerals
LionGold Corporation and
African Stellar Holdings.
Errol’s senior executive
roles have been on several
boards of companies listed
on both the TSX and ASX
and currently serves as
a Director on the Board
of the Mineral Council of
South Africa.
Tom is a highly experienced
global mining executive
who served more than
12 years working for the
BHP Billiton Group in various
senior managerial roles,
including that of chief
financial officer. He also
held senior roles in strategy
and business development,
and served as the project
manager for the merger
integration transaction
between BHP Limited and
Billiton. After leaving BHP
Billiton in 2006, Tom joined
Warrior Coal Investments,
where he was part of the
executive team which
established the portfolio
of assets which became
the Optimum Group of
companies.
Godfrey is the former
chief executive officer
of Anglo American plc’s
Thermal Coal business,
where his responsibilities
included oversight over the
company’s manganese
interests in the joint venture
with BHP. Until August 2012,
Godfrey was an executive
director of Anglo American
South Africa, prior to which
he held the positions
finance director and
chief operating officer.
He was also chairman and
chief executive of Anglo
American Zimbabwe
Limited and served on a
number of Anglo American
executive committees
and operating boards,
including Kumba Iron Ore,
Anglo American Platinum,
Highveld Steel & Vanadium
and Mondi South Africa.
Alexander is a partner
of Zachary Capital
Mark has 15 years of
experience working
Management, providing
with entities in Australia,
advisory services to
including eight years
several private investment
with Dominion Mining.
companies, including Silja
He previously worked with
Investment Ltd, focusing
on principal investment
activities. From 2001 to
2007 Alexander worked
NM Rothschild & Sons
Limited for the London
mining project as part of
the finance team where
in the corporate finance
he was responsible for
division at JP Morgan
Chase & Co. in the USA,
as an advisor on mergers
and acquisitions, and
assessing mining projects
globally. He later moved
to the investment banking
team at UBS, where his
financing, in both equity
focus was global mergers
and debt capital markets.
and acquisitions, and
equity and debt financing.
He also ran the EMEA
mining team at UBS, later
joining Tembo Capital in
2015 as investment director.
12
ORION MINERALS 2022 DENIS
WADDELL
Chairman
ERROL
SMART
Officer
TOM
BORMAN
GODFREY
GOMWE
Managing Director
and Chief Executive
Non-Executive
Director
Non-Executive
Director
ALEXANDER
HALLER
Non-Executive
Director
MARK
PALMER
Non-Executive
Director
Denis is a Chartered
Accountant with
extensive experience
in the management of
exploration and mining
companies. Denis
founded Tanami Gold NL
in 1994 and was involved
with the Company as
Managing Director and
then Chairman and Non-
Executive Director until
2012. Prior to founding
Tanami Gold NL, Denis
was the Finance Director
of the Metana Minerals
Errol is a geologist,
registered for JORC
purposes, and has
30 years of industry
experience across all
aspects of exploration,
mine development and
in precious and base
metals. He has held
positions in Anglogold,
Cluff Mining, Metallon
Gold, Clarity Minerals
Tom is a highly experienced
Godfrey is the former
global mining executive
who served more than
12 years working for the
chief executive officer
of Anglo American plc’s
Thermal Coal business,
BHP Billiton Group in various
where his responsibilities
senior managerial roles,
including that of chief
included oversight over the
company’s manganese
held senior roles in strategy
with BHP. Until August 2012,
and business development,
Godfrey was an executive
and served as the project
director of Anglo American
manager for the merger
integration transaction
South Africa, prior to which
he held the positions
finance director and
operations with experience
financial officer. He also
interests in the joint venture
LionGold Corporation and
between BHP Limited and
African Stellar Holdings.
Errol’s senior executive
Billiton. After leaving BHP
chief operating officer.
Billiton in 2006, Tom joined
He was also chairman and
NL group. During the past
roles have been on several
Warrior Coal Investments,
chief executive of Anglo
37 years, Denis has gained
boards of companies listed
where he was part of the
American Zimbabwe
considerable experience
in corporate finance and
operations management
and currently serves as
a Director on the Board
of exploration and mining
of the Mineral Council of
companies.
South Africa.
established the portfolio
of assets which became
the Optimum Group of
companies.
on both the TSX and ASX
executive team which
Limited and served on a
number of Anglo American
executive committees
and operating boards,
including Kumba Iron Ore,
Anglo American Platinum,
Highveld Steel & Vanadium
and Mondi South Africa.
Alexander is a partner
of Zachary Capital
Management, providing
advisory services to
several private investment
companies, including Silja
Investment Ltd, focusing
on principal investment
activities. From 2001 to
2007 Alexander worked
in the corporate finance
division at JP Morgan
Chase & Co. in the USA,
as an advisor on mergers
and acquisitions, and
financing, in both equity
and debt capital markets.
Mark has 15 years of
experience working
with entities in Australia,
including eight years
with Dominion Mining.
He previously worked with
NM Rothschild & Sons
Limited for the London
mining project as part of
the finance team where
he was responsible for
assessing mining projects
globally. He later moved
to the investment banking
team at UBS, where his
focus was global mergers
and acquisitions, and
equity and debt financing.
He also ran the EMEA
mining team at UBS, later
joining Tembo Capital in
2015 as investment director.
13
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS Senior Management
ERROL
SMART
WALTER
SHAMU
MARTIN
BOUWMEESTER
MICHELLE
JENKINS
Managing Director
and Chief Executive
Officer
Chief Operating
Officer
Chief Financial
Officer and Company
Secretary
Executive: Finance and
Administration
LOUW VAN
SCHALKWYK
Consulting
Geologist
NELSON
MOSIAPOA
MARCUS
BIRCH
PIETER
ROUX
Group Corporate
Social Responsibility
Adviser
Commercial and
Business Support
Manager
Group Financial
Controller
Errol is a geologist,
registered for JORC
purposes. He has some
30 years of industry
experience across all
aspects of exploration,
mine development and
operation, with a key focus
on gold and base metals
throughout Africa and in
Australia. Errol has held
positions in African Stellar,
LionGold Corporation,
Clarity Minerals, Metallon
Gold, Cluff Mining and
AngloGold.
Walter is a mining engineer
with a BEng (Mining
Engineering) and Masters
in Engineering (Rock
Mechanics), as well as
LLB (Law) from Macquarie
University in Australia. He
has over than 25 years
of industry experience
working in Australasia and
throughout Africa. Prior to
joining Orion he was the
COO for Taurus Gold and
has held corporate and
technical roles with ENRC,
Gold Fields, Western Mining
Corporation, Henry Walker
Eltin.
Martin is an Fellow Certified
Practicing Accountant,
highly experienced
in exploration, mine
development and
operations. Prior to his role
at Orion, Martin worked
closely with a number of
companies, to identify
and assess exploration,
development and mining
opportunities, evaluate
and arrange various
alternatives for exploration,
development and mining
activities and develop
and implement financial
strategies. Martin was
chief financial officer,
Business Development
Manager and Company
Secretary of Perseverance
Corporation and was a key
member of the executive
team that evaluated the
sulphide mineralisation at
the Fosterville Gold Mine;
an initiative that led to the
discovery and definition of
more than 3 million ounces
of gold and the funding for
the development of the
mine and processing plant
to exploit those resources.
Michelle is both a
geologist and a chartered
accountant with over
20 years’ experience in
exploration and mining.
She holds an Honours
Degree in Geology
from the University of
the Witwatersrand and
BSc Hons in Accounting
Science from the
University of South Africa.
Michelle has substantial
experience working as a
geologist prior to joining
KPMG’s mining group as
a chartered accountant.
She was also the chief
financial officer at Taurus
Gold and held the role
of chief financial officer
with several exploration
and mining companies
throughout Africa. She is
currently a non-executive
director of Shanta Gold
and an Independent
non-executive director
of Kumba Iron Ore. She
was previously a director
within the Clarity Capital
Group and an executive
director of Pangea
Exploration. Michelle offers
a wealth of knowledge in
resource risk management
and mitigation as well
as strategic leadership
and has been involved
in operating resources
ventures.
14
Louw holds a BSc
Nelson studied chemical
Marcus holds a BSc Honours
Pieter holds a BCom
Geology Honours degree
engineering at the Cape
degree in Geology from
(Management Accounting)
from the University of
Peninsula University
the University of Exeter and
and DipICIMA. He has
Stellenbosch. He started
of Technology. As
a BCom from the University
18 years’ experience in
his career as a geologist
an advanced policy
of South Africa. He has
finance team leadership
with Gold Fields of South
scholar of science and
over 25 years’ experience
and management in
Africa, then worked
as an exploration
consultant for Anglo
technology, he served
in the mining and minerals
mining and exploration in
on the policy unit of
the governing party
exploration industry, initially
Côte d’ivoire, Mali, Burkina
as a geologist in the South
Faso, Zimbabwe, Zambia,
American. He served as
in South Africa prior to
African gold mining sector.
Namibia and South Africa.
technical director on
the first democratic
Marcus subsequently
the boards of two junior
elections. His professional
moved into the field of
Pieter has implemented
and operated real-time
procurement and supply
web-based financial
exploration companies
before joining Vedanta
Zinc International. Louw
specialises in structural
career started at
Sasol Petroleum as a
gasification process
controller and then a
and exploration geology
learner official at Anglo
and was part of the
team that discovered
the 60 Mt Gamsberg
East Zinc Deposit in
2005, which is one of
the highlights of his
career. Other notable
achievements include
the discovery and drill
out of the 250,000oz
Byumba Gold deposit in
Rwanda in 2008.
American/De Beers.
He is also the founder
and trustee of the
private and investment
equity company in the
resources sector with
assets featured on the
JSE.
chain with AngloGold
Ashanti, where he led
a team of commodity
specialists. During the
last decade, Marcus
has held senior general
management positions
sector, with Clarity
Minerals and High Power
Exploration, responsible
for the establishment
and growth of minerals
service companies and
the management of
the logistical aspect of
Mosiapoa Family Trust, a
in the junior exploration
control systems for
companies across the
African continent. He has
also developed various
funding models, applied
for fund raising, budgeting
and operational control
purposes. Most recently,
Pieter has worked with
Taurus Gold as group
financial controller,
providing leadership within
the finance team and
management reporting
for the Taurus Gold Group.
Prior to that he was the
Vanadium’s Mapochs Mine
and group management
accountant for Clarity
Capital Group.
exploration projects across
finance unit manager
Africa, Australia and South
for Evraz Highveld &
America.
ORION MINERALS 2022 ERROL
SMART
WALTER
SHAMU
MARTIN
BOUWMEESTER
MICHELLE
JENKINS
Managing Director
and Chief Executive
Officer
Chief Operating
Chief Financial
Executive: Finance and
Officer
Officer and Company
Administration
Secretary
LOUW VAN
SCHALKWYK
Consulting
Geologist
NELSON
MOSIAPOA
MARCUS
BIRCH
PIETER
ROUX
Group Corporate
Social Responsibility
Adviser
Commercial and
Business Support
Manager
Group Financial
Controller
Errol is a geologist,
registered for JORC
Walter is a mining engineer
Martin is an Fellow Certified
Michelle is both a
with a BEng (Mining
Practicing Accountant,
geologist and a chartered
purposes. He has some
Engineering) and Masters
30 years of industry
experience across all
aspects of exploration,
mine development and
in Engineering (Rock
Mechanics), as well as
University in Australia. He
operation, with a key focus
has over than 25 years
on gold and base metals
of industry experience
highly experienced
in exploration, mine
development and
at Orion, Martin worked
closely with a number of
companies, to identify
throughout Africa and in
working in Australasia and
and assess exploration,
accountant with over
20 years’ experience in
exploration and mining.
Degree in Geology
from the University of
the Witwatersrand and
BSc Hons in Accounting
LLB (Law) from Macquarie
operations. Prior to his role
She holds an Honours
Australia. Errol has held
throughout Africa. Prior to
development and mining
Science from the
positions in African Stellar,
joining Orion he was the
opportunities, evaluate
LionGold Corporation,
COO for Taurus Gold and
and arrange various
University of South Africa.
Michelle has substantial
Clarity Minerals, Metallon
has held corporate and
alternatives for exploration,
experience working as a
Gold, Cluff Mining and
technical roles with ENRC,
development and mining
AngloGold.
Gold Fields, Western Mining
activities and develop
geologist prior to joining
KPMG’s mining group as
Corporation, Henry Walker
and implement financial
a chartered accountant.
Eltin.
strategies. Martin was
chief financial officer,
Business Development
Manager and Company
She was also the chief
financial officer at Taurus
Gold and held the role
of chief financial officer
Secretary of Perseverance
with several exploration
Corporation and was a key
and mining companies
member of the executive
team that evaluated the
sulphide mineralisation at
the Fosterville Gold Mine;
throughout Africa. She is
currently a non-executive
director of Shanta Gold
and an Independent
an initiative that led to the
non-executive director
discovery and definition of
of Kumba Iron Ore. She
more than 3 million ounces
was previously a director
of gold and the funding for
within the Clarity Capital
the development of the
Group and an executive
mine and processing plant
director of Pangea
to exploit those resources.
Exploration. Michelle offers
a wealth of knowledge in
resource risk management
and mitigation as well
as strategic leadership
and has been involved
in operating resources
ventures.
Louw holds a BSc
Geology Honours degree
from the University of
Stellenbosch. He started
his career as a geologist
with Gold Fields of South
Africa, then worked
as an exploration
consultant for Anglo
American. He served as
technical director on
the boards of two junior
exploration companies
before joining Vedanta
Zinc International. Louw
specialises in structural
and exploration geology
and was part of the
team that discovered
the 60 Mt Gamsberg
East Zinc Deposit in
2005, which is one of
the highlights of his
career. Other notable
achievements include
the discovery and drill
out of the 250,000oz
Byumba Gold deposit in
Rwanda in 2008.
Nelson studied chemical
engineering at the Cape
Peninsula University
of Technology. As
an advanced policy
scholar of science and
technology, he served
on the policy unit of
the governing party
in South Africa prior to
the first democratic
elections. His professional
career started at
Sasol Petroleum as a
gasification process
controller and then a
learner official at Anglo
American/De Beers.
He is also the founder
and trustee of the
Mosiapoa Family Trust, a
private and investment
equity company in the
resources sector with
assets featured on the
JSE.
Marcus holds a BSc Honours
degree in Geology from
the University of Exeter and
a BCom from the University
of South Africa. He has
over 25 years’ experience
in the mining and minerals
exploration industry, initially
as a geologist in the South
African gold mining sector.
Marcus subsequently
moved into the field of
procurement and supply
chain with AngloGold
Ashanti, where he led
a team of commodity
specialists. During the
last decade, Marcus
has held senior general
management positions
in the junior exploration
sector, with Clarity
Minerals and High Power
Exploration, responsible
for the establishment
and growth of minerals
service companies and
the management of
the logistical aspect of
exploration projects across
Africa, Australia and South
America.
Pieter holds a BCom
(Management Accounting)
and DipICIMA. He has
18 years’ experience in
finance team leadership
and management in
mining and exploration in
Côte d’ivoire, Mali, Burkina
Faso, Zimbabwe, Zambia,
Namibia and South Africa.
Pieter has implemented
and operated real-time
web-based financial
control systems for
companies across the
African continent. He has
also developed various
funding models, applied
for fund raising, budgeting
and operational control
purposes. Most recently,
Pieter has worked with
Taurus Gold as group
financial controller,
providing leadership within
the finance team and
management reporting
for the Taurus Gold Group.
Prior to that he was the
finance unit manager
for Evraz Highveld &
Vanadium’s Mapochs Mine
and group management
accountant for Clarity
Capital Group.
15
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS Health and Safety
safety and health management in all of our workplaces.
Building on the understanding that Orion has an
established “first-mover” advantage in the region, our
business model incorporates a strong Environmental,
Social and Corporate Governance (ESG) focus, with the
intent to leverage modern technology in all aspects of the
exploration and mine development cycle.
3 Orion remains committed to ensuring a high standard of
Orion’s core objective is to create “mines of the future”
and, with this in mind, the Company is implementing a
modern operating philosophy, which is 4IR-enabled, that
can contribute to achieving quantum changes in key
output parameters that are traditionally slow to improve or
have regressed in the local mining industry in South Africa,
including:
z Increased proportion of renewable energy sourced,
improved energy efficiency and commensurately
lower energy costs;
z Positive contributions to the state of the natural
environment, reduced pollution and negligible
contamination from operational activities;
z Improvements in workplace safety and employees’
z Productivity improvements; and
health;
z Operating cost reductions.
Orion’s ESG responsibility is firmly embedded in all of
its business plans and, as such, over the past year the
Company has:
z Contributed to the planning of public water and
infrastructure development in the municipal areas
hosting the Prieska and Okiep Projects, which will
provide additional benefits to the neighbouring
communities;
z Placed additional focus on ensuring a low-carbon
footprint; and
z Considered alternative energy sources such as solar
and wind, as well as hydrogen energy storage.
Ongoing community involvement and upliftment
programmes, building on the strong foundation that
is already in place, are well underway as a means of
preparing host communities to actively participate
and share in the benefits of the imminent project
developments.
Health and safety
Orion’s workforce continued to work safely with a Lost-
Time- Injury-free year achieved for the 2022 financial
year. The Lost-Time Injury Frequency Rate (LTIFR) per
200,000 hours worked is zero.
s
s
e
n
i
s
u
B
i
w
e
v
e
r
16
ORION MINERALS 2022
Table 1: Hours worked at the Areachap and Okiep Copper Projects (South Africa)
Category of Work
Exploration
Mine Re-Entry
Contractors
Total
Hours Worked
FY2022
82,081
32,250
76,513
FY2021
22,959
4,672
4,887
190,844
32,518
During the financial year, a total of 190,844 hours were worked on South African project sites.
This represents a significant increase from the hours reported last year, reflecting two active project sites and the transition
from off-site work due to COVID-19 restrictions to site-based work programmes.
The Company continues to manage the risks from the COVID-19 pandemic in the workplace in line with government and
industry guidelines. A total of 14 COVID-19 positive cases were reported during the reporting period, with no hospitalisations
required.
The State of Disaster implemented in 2020 to curb COVID-19 infections was lifted by the South African Government as
of 5 April 2022. With the pandemic now managed in terms of the National Health Act, the Department of Health issued
regulations for the management of COVID-19 on 4 May 2022. As of 22 June 2022, the regulations regarding mask mandates,
gatherings and border checks were repealed.
Orion continues to comply with all government regulations and industry guidelines in line with these changes.
17
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Environmental, Social and
Governance (ESG)
The use of renewable energy, sourced locally from the
CENEC industrial complex, at the Prieska Project has the
potential to significantly reduce mine operating costs, with
recent bids by South African renewable energy providers
returning an average cost of just ZAR0.47 per kilowatt hour
(kWh), compared with the 2020 base cost estimate of
ZAR0.93/kWh used in the Prieska Bankable Feasibility Study
(refer ASX/JSE release 18 November 2021).
The combination of renewable energy and ready local
access to green hydrogen and ammonia, has prompted
discussions with base metals refining technology providers,
into investigating the potential for local value accretive
refining and production of high-value pre-cursor metal
products used as feed for battery manufacturing plants.
These battery pre-cursor metal products trade at a
premium to LME metal prices and present a potential
business opportunity, possibly in JV with specialist
refinery businesses.
ENVIRONMENTAL MANAGEMENT
Orion recognises that its environmental performance is
a critical component of its success. The Company, at all
times, strives to deliver the highest level of environmental
compliance, with a commitment to monitoring and
managing the environmental impacts of its activities during
and beyond the life of its operations.
There was one environmental incident recorded during
the reporting period. This related to an oil spill incident
from drilling activities at the Prieska Project in the June
2022 Quarter. The incident was remedied and continues to
be monitored.
At the Okiep Project, monthly dust fallout monitoring
has been added to groundwater monitoring and
compliance auditing as part of the proactive pre-mining
measurements.
Winner – Junior ESG Award for Enhanced Labour
Standards
Orion was awarded the Junior ESG Award for Enhanced
Labour Standards at the Investing in Africa Mining Indaba
Conference in Cape Town in May 2022, for establishing
and promoting fair treatment and contributing to skills
development in the local communities where it operates.
These awards, which showcase junior mining companies
that excel in making a positive impact in the areas of
Environmental, Social, and Governance (ESG), recognised
Orion’s work in preparing host communities for the renewal
of the mining industry in the Northern Cape Province. This
is the second time that Orion has been recognised with
a major ESG award. In November 2020, the Company
received the AAMEG (The Australian – Africa Minerals
& Energy Group) Emerging ESG Leader Award in Perth,
Western Australia.
GREEN METALS AND GREEN ENERGY
Orion’s priority is developing its projects in a manner that
promotes “green” production. In this endeavour, Orion
has continued to advance discussions on collaborating
with the Central Energy Corporation (CENEC) and juwi
Renewables South Africa (Pty) Ltd (juwi) to establish a
renewable energy supply for the power requirements of
mining operations at the Prieska Project.
The Siyathemba Municipality has been selected by
CENEC as the preferred location to base their green
hydrogen production industrial complex due to a range
of favourable geographic, climatic, strategic and
logistical factors. CENEC’s Prieska Power ReserveTM Project
is planned to be a green hydrogen production facility,
powered wholly by renewable energy sources.
18
ORION MINERALS 2022 Community, Stakeholder Engagement
and Social Responsibility
PRIESKA COPPER-ZINC MINE (PCZM)
COVID vaccinations and community support
Orion continued to play a key role in ensuring that the
Siyathemba community were able to access the national
COVID-19 vaccine rollout close to home during the
pandemic following the donation by the Company of a
specialised fridge for the Bill Pickard Hospital pharmacy,
allowing it to be accredited as a COVID-19 vaccination
centre. Before the pharmacy’s accreditation, the closest
accredited vaccination centre within the Pixley Ka Seme
District was in De Aar, 180km from Prieska. By the end of
September 2021 over 9,000 community members had
been vaccinated.
At the end of 2021 Orion initiated the Siyathemba
Vaccination Drive, to encourage community members to
play their part in fighting COVID-19 by being vaccinated.
An additional 486 community members were vaccinated
through this initiative. The vaccine drive was facilitated
by the National Health Laboratory Service’s Vaccination
Outreach, community health care workers and volunteers
from Hospice Moeder Therisa. Vaccine doses were made
available by utilising the vaccine fridge donated by Orion.
Orion also sponsored one round trip of transport per
month for Marydale scholars (who reside close to Orion’s
Marydale Project) attending the Saul Damon Secondary
School in Upington (nearly 200km away). This sponsorship
allowed students to return home over weekends while the
school boarding houses were closed over the weekends
due to COVID-19 restrictions.
Establishment of a Community Participation
Framework for PCZM
A two-day externally facilitated strategic meeting
(Bosberaad) with host community representatives and
business forums was held during October 2021. At the
meeting, areas of collaboration were identified which
would benefit all and strengthen working relationships in
Siyathemba.
Attendees agreed on aspirational targets for host
community participation. A Task Team was formed with
responsibility for developing an implementation and
monitoring plan to promote host community employment
and procurement in the Siyathemba Local Municipality
and neighbouring town of Vanwyksvlei. Aspirational
targets have been set for 50% local employment, 30%
local procurement and 40% contracting opportunities
at the Prieska Project. These framework targets will be
achieved subject to the mine’s operating requirements,
maintenance of high safety, health and environmental
protection standards, market competitive costing and
efficient delivery of high-quality goods and services, whilst
maximising stakeholder benefits and shareholder returns.
Orion anticipates that the framework will create the
opportunity for local small enterprises to grow as stand-
alone businesses or via joint ventures with larger established
suppliers.
The Task Team met regularly during the reporting period,
including one meeting held at the Prieska Project site,
which included an underground visit. Feedback and
progress from the Task Team meetings are presented at the
Orion Siyathemba Stakeholder Engagement Forum.
The Task Team is exploring opportunities to leverage
funding and training opportunities from Sector Educational
and Training Authorities (SETAs) for the host community. The
Task Team and local businesses were also provided with
detailed information on the Prieska Project’s anticipated
procurement requirements for the construction phase of
the mine for analysis and further discussion.
Bicycles for Humanity (B4H)
Orion has partnered with Bicycles for Humanity Western
Australia (B4H), which donated 420 pre-loved bicycles
to Orion’s host communities in the Siyathemba Local
Municipality and the town of Vanwyksvlei. Studies have
shown that bicycles transform lives and, by extension,
communities and economies. With a bicycle, young
people can get to school, health care workers can get
to their clinics and entrepreneurs can kick-start their
businesses through improved mobility, thereby creating
employment opportunities.
The bicycles were brought to Prieska by Orion, while
helmets were donated by Mulilo and reflective vests were
donated by the Provincial Department of Education.
The “Scholar Mobility” project rollout commenced in
August 2021, and continued during the reporting period,
with bicycles allocated for use by deserving students,
including those who have long distances to travel
between home and school, at all nine schools within the
host community area.
Orion sponsored Prieska-born athlete and Olympian
Chederick van Wyk, who has become an outstanding
ambassador and role model for youth in the Northern
Cape, played an invaluable role in assisting with the
deployment of the bicycles to the schools.
Employment and community training and
development programme opportunities at the
Prieska Project
Murray & Roberts were engaged during Q1 and Q2 2022 to
conduct an underground drilling campaign into the
shallower parts of the Prieska deposit, as part of the
investigation into possible early production options.
19
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Community, Stakeholder Engagement and Social
Responsibility continued
In support of Orion’s commitment to promote host
community participation, Murray & Roberts interviewed
candidates from the Orion database and employed
13 people from the host community for the duration of
the drilling programme. These community members were
exposed to specialist underground exploration drilling.
Murray & Roberts, in collaboration with Orion, will also be
offering 50, six-month Mine Qualifications Authority (MQA)
funded learnership opportunities at the Murray & Roberts
Training Centre later in 2022 to candidates selected
from residents of the Siyathemba and Nama Khoi Local
Municipalities as well as the town of Vanwyksvlei.
During the reporting period, the occupational assessment
process (for potential artisans and operators) continued,
with an additional 40 host community participants
undergoing the Dover Test (competency assessment
for potential machinery and equipment operators) and
66 participants undergoing general technical aptitude
assessments.
Other Community Initiatives
Orion was privileged to have been involved in a number
of additional and diverse community projects during the
reporting period, including;
z Co-sponsorship of the successful seven-a-side soccer
and netball tournaments during a sports day held
in December 2021, involving teams from Prieska,
Marydale and Niekerkshoop;
z HIV/AIDS awareness and education campaign in
collaboration with Niekerkshoop Clinic to mark World
Aids Day;
z Sponsorship of a photographer to record the Youth
Day proceedings organised by the Siyathemba Local
Municipality, the Pixley Ka Seme District Municipality,
the Department of Sports, Arts and Culture and the
Small Enterprise Development agency (SEDA); and
z Initiation of investigations into the establishment of a
community radio station for the Siyathemba area.
OKIEP COPPER PROJECT (OCP)
Community Engagement at the Okiep Project
Several community consultation meetings were conducted
during the reporting period with the Nababeep town
community. The primary discussion topics were related
to Local Economic Development projects contained in
the updated Social and Labour Plan (SLP) submitted to
the DMRE as part of the Company’s application for the
grant of the Southern African Tantalum Mining (Pty) Ltd
(SAFTA) Mining Right (the Flat Mines Project). The SLP sets
out the local economic development projects and training
commitments the Company will make to its employees
and host communities in relation to this project.
Endorsement of the SLP projects was subsequently
received from the Nama Khoi Local Municipality in
May 2022 clearing the way for the DMRE to grant the
Mining Right. The Mining Right was granted in July 2022
(refer to ASX release 29 August 2022).
Orion considers its relationships with local communities to
be vital to the success of its projects and has therefore
established the Orion Nama Khoi Stakeholder Engagement
Forum to exchange information and help outline a
community participation framework. The first meeting of
the Orion Nama Khoi Stakeholder Engagement Forum
was held in June 2022, with constructive participation
from all the local Ward Committees, the Local and District
Municipalities and Orion management.
A Community Liaison Office was established in the town of
Springbok, the key economic hub in the Nama Khoi Local
Municipality area, to facilitate engagement with the host
communities.
Orion has reopened an existing water borehole at
Nababeep, making this additional water resource
available to the Nama Khoi Municipality for community
use. This water should go some way to assisting
communities which have been experiencing
water supply challenges.
20
ORION MINERALS 2022
Commodity Markets
Base metals performed strongly in calendar 2021 with
copper ending the year 25.7% higher and zinc gaining
31.5% during the year. Copper – which is widely regarded
as a barometer for global economic activity – peaked in
March 2022.
In the latter part of the 2022 financial year, base metals
prices were impacted by the bearish sentiment that has
impacted virtually all asset classes in response to rising
interest rates in response to surging global inflation, slowing
global growth and the prospect of an economic recession
in many countries.
Metal prices have since stabilised and many analysts are
projecting a recovery over the coming months, particularly
in response to signs that inflation may be easing and
the forward interest rate curve flattening. This is further
supported by the fact that, even though prices fell during
the June 2022 Quarter, inventories of most metals also
continued to fall, reinforcing the longer-term robust outlook
LME Copper Price Chart – 2022
which is underpinned by surging demand for renewable
energy applications as the global energy transition gathers
pace.
This demand for green metals has put a strain on supply
while new mine production has been slow to arrive.
This has further strengthened the investment case for
advanced, brownfields projects such as Orion’s Prieska
Copper-Zinc Project (Prieska Project) and Okiep Copper
Project (OCP), both of which have significant infrastructure
and can be brought into production relatively quickly.
It is also important to note that, while metal prices fell
to their lowest values in nearly two years towards the
end of the 2022 financial year, they are still above the
levels used in Orion’s 2020 Bankable Feasibility Study
(BFS-20) for the Prieska Copper-Zinc Mine (PCZM). Orion’s
BFS-20 used metal price assumptions of US$6,680/tonne Cu
and US$2,337/tonne Zn, below the recent low prices of
US$6,998/tonne Cu and US$2,920/tonne Zn.
e
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11,000
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1
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6
1
Source: London Metals Exchange
LME Zinc Price Chart – 2022
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$
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4,600
4,400
4,200
4,000
3,800
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3,400
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2,800
1
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0
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1
1
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8
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1
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1
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2
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1
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1
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2
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0
2
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1
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2
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2
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0
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2
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2
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0
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1
Source: London Metals Exchange
21
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW
Commodity Markets continued
15 July 2022 which predicts that global copper demand
will double from the current level of 25Mtpa to 50Mtpa
by 2035. S&P estimates that another 25 Escondida-sized
copper mines will be needed to meet the demand surge
over the next decade and a half.
S&P Global | The Future of Copper: Will the looming supply gap short-circuit the energy transition?
S&P Forecast Global Copper Refined Usage –
This study finds that copper demand from the energy transition will accelerate steeply through
Driven by the Energy Transformation
2035. Crucially, this dramatic escalation occurs well before 2050 while traditional growth
continues to ramp up. The conclusion: achieving the stated climate ambitions will require a rapid
and massive ramp-up of copper supply far greater than is visible in any private or public plan.
Global refined copper usage
s
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e
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f
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60
50
40
30
20
10
0
2021
2025
2030
2035
2040
2045
2050
T&D
Auto and charging
Solar PV
Wind
Battery storage
Other power
Nonenergy transition demand
analysisNote: Based on S&P Global’s Multitech Mitigation scenario; US values are adjusted to align with
Note: Based on S&P Global’s Multitech Mitigation scenario; US values are adjusted to align with Biden administration’s net-zero ambitions. T&D = transmission and distribution; PV =
photovoltaics; other power includes conventional generation (coal, gas, oil, and nuclear), geothermal, biomass, waste, concentrated solar power, and tidal.
Biden administration’s net-zero ambitions. T&D = transmission and distribution; PV = photovoltaics; other
Source: S&P Global analysis
power includes conventional generation (coal, gas, oil, and nuclear), geothermal, biomass,waste,
concentratedsolar power,and tidal. Source: S&P Global analysis
This energy transition demand growth will be particularly pronounced in the United States,
China, and Europe. India will also exhibit strong copper demand growth, albeit more so from
traditional copper applications. The High Ambition Scenario assumes that ramped-up demand
growth will coincide with record-high rates of copper mine capacity utilization and recycling,
but even these aggregated improvements will be insufficient to close the gap. In the Rocky Road
Scenario, the shortfall will be much greater, and sooner.
© 2022 S&P Global
© 2022 S&P Global
The initial increase in demand over the coming decade will be particularly challenging. Global
refined copper demand is projected to almost double from just over 25 MMt in 2021 to nearly 49
MMt in 2035, with energy transition technologies accounting for about half of the growth in
demand. The world has never produced anywhere close to this much copper in such a short time
frame.
Demand from nonenergy transition end markets—such as building construction, appliances,
electrical equipment, and brass hardware and cell phones, as well as expanding applications in
communications, data processing, and storage—is also expected to continue to grow, rising at
a compounded annual rate of 2.4% between 2020 and 2050. Altogether, total refined copper
demand is expected to reach approximately 53 MMt in 2050. It is important to note that copper
demand would see significant increases over the projection period even in a world that did not
fully transition to net zero. Copper demand from energy transition end markets is expected to
reach a maximum of almost 21 MMt in 2035. This surge in demand to meet Net-Zero Emissions by
Confidential. © 2022 S&P Global. All rights reserved.
11
July 2022
EMBARGOED UNTIL 14 JULY 2022 AT 12:01 AM EDT
The strong macro-thematic outlook for copper has been
reinforced by a number of leading investment banks and
commodity forecasters in recent months, as well as by
indications of accelerating M&A in the base metals sector.
On 8 August, BHP announced an indicative and non-
binding $8.4 billion cash offer for copper miner OZ Minerals.
Global investment bank Goldman Sachs has described
copper as ‘the new oil’ because electric cars require
several times more copper than their internal combustion
engine-powered counterparts.
The CRU Group has said that, in addition to very low
industry stocks, copper projects are taking longer to
develop due to stringent ESG requirements, more complex
product characteristics and greater stakeholder demands.
CRU predicts that the world will require 5.3 million tonnes
per annum (Mtpa) more copper by 2030, assuming a 2.1%
per annum global growth rate.
This view was reinforced by S&P Global in an extensive
report on the outlook for copper, released on
22
ORION MINERALS 2022
Review of Operations
– South African Projects
PRIESKA COPPER-ZINC MINE DEVELOPMENT
AND EXPLORATION
Project Overview
Orion completed a highly successful Bankable Feasibility
Study for the Prieska Project in May 2020 (BFS-20) (refer
ASX/JSE release 26 May 2020). The BFS-20 outlined a plan
(BFS-20 Plan) to re-establish the Prieska Copper Mine,
which was previously operated as an underground mine
between 1971 and 1991. During this time, mine records
show 46Mt of ore were mined from Prieska to produce
430kt of copper and 1.01Mt of zinc in concentrates.
While funding discussions for the Prieska Project, based
on the BFS-20 Plan, continued with banks and financial
institutions during the year, Orion also made excellent
progress with ongoing studies to further enhance the
technical and commercial aspects of the project.
As announced in January 2022, Orion is investigating the
potential to bring forward the start of production and
revenue generation, potentially reducing the upfront
external peak funding requirements of the Prieska Project
(Early Production Plan). The Company is also ready to
commence with dewatering of underground workings
ahead of the project being fully funded which will provide
further advantages on the baseline mine development
plan communicated in the BFS-20 Plan.
Ongoing Feasibility Studies for the Early Production Plan
comprise:
z Revising the planned mining sequence to extract the
mine’s crown pillar (+105 Level Crown Pillar), which
currently sits above the accumulated water level, first
and using underground mining methods. Extraction of
the +105 Level Crown Pillar was originally planned to
occur at the end of the mine life using open pit mining.
Mining the crown pillar upfront offers the potential
advantage of earlier concentrate production and
allows for dewatering to be undertaken at lower
pumping rates and concurrently with early revenue
generation from crown pillar mining;
z Assessing the potential for opportunistic extraction of
the mineralised pillars left behind from previous mining
and located above the accumulated water level;
production from the remnant pillars could supplement
the early mining and defer the need to access the
Deeps deposit; and
z Commencing with dewatering of the underground
workings using a modular configuration, with the first
modules being commissioned in CY2022, at a third
of the full-scale pumping rate proposed in the BFS-20
Plan and ahead of the project being fully-funded to
commence full-scale construction.
The Early Production Plan investigations leverage off the
information gathered and material assumptions made
in the BFS-20 Plan though will also be supplemented by
additional information to be obtained from the recent
drilling campaigns and the planned trial mining exercises.
The Early Production Plan formulation is targeted for
completion by mid-CY2023.
In May 2022, Orion signed non-binding term sheets with
Triple Flag for a US$87 million secured funding package
to advance the development of the Prieska Project
and underpin the Early Production Plan (refer Corporate
Section for further detail).
Prieska Operation Activities Subsequent to the
Updated Bankable Feasibility Study
Crown Pillar (+105 Level) Extraction
While extraction of the shallow supergene sulphide ore
(+105 Level Crown Pillar) was already included in the
BFS-20 Plan, it was scheduled to occur near the end of the
Foundation Phase mine life, from Year 13 onwards. This is
when the tonnage milled from the Deeps underground
mining was planned to taper down from 200,000 tonnes
per month to 100,000 tonnes per month. The crown pillar,
supergene sulphide ore, was to then be extracted by
open pit mining and processed, also at the reduced
100,000 tonnes per month. Some 1.12Mt of supergene
sulphide ore was to be campaign milled over a two-year
period (refer ASX/JSE release 26 May 2020). The BFS-20 Plan
envisaged scaling down the processing plant by using only
one of the two installed mills when throughput became
100,000 tonnes per month.
The Early Production Plan will aim to target mining of the
crown pillar upfront, using underground mining methods.
This would allow concentrate production to commence
earlier than in the BFS-20 plan and occur before mine
dewatering is completed. The expansion to full-scale
mining would then only occur once the whole mine
is dewatered which defers significant upfront capital
expenditure. In the BFS-20 Plan, the start of concentrate
production is planned for month 33 of the project
development schedule. Under the Early Production Plan,
Orion is investigating whether the sulphide ore processing
plant can be commissioned by month 19, approximately
14 months ahead of the original BFS-20 Plan schedule.
A high-priority infill drilling programme into the +105 Level
Crown Pillar was successfully completed as part of
advancing the investigations into the Early Production Plan.
The drilling programme was designed to provide a sample
density sufficient to upgrade more of the +105 Level Crown
Pillar Mineral Resource to an Indicated Mineral Resources
level of confidence in accordance with JORC Code (2012)
reporting guidelines (see further detail below). The Crown
Pillar mineral resources could thus be eligible for conversion
to Ore Reserves in the Early Production Plan.
23
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Review of Operations – South African Projects continued
Remnant pillar evaluation
Mine records, historical plans and recent investigations
confirm that previous underground mining at Prieska was
undertaken using long-hole open-stoping methods, without
the use of any form of back-filling to stabilise the remaining
voids. A grid of mineralised pillars was therefore left in
place to provide geotechnical mine stability.
Based on positive preliminary assessments, Orion has
commenced a detailed study to determine how best
to extract some of these mineralised remnant pillars in a
manner that does not negatively impact the long-term
geotechnical stability of the mine.
An underground diamond drilling program was
commenced to verify historical survey records and provide
supplementary data to allow Mineral Resources estimation.
The program targeted the remnant pillars located above
the current water level (approximately 300m below surface
Figure1). Drilling was initiated in Q2 2022 and suspended
after two months due to difficulties in drilling through a
fractured footwall unit. Other approaches to evaluate
the remnant pillars are currently being investigated such
as the option to develop accesses into the remnant
pillars to sample and trial mine select portions of the
mineralised zones.
Figure 1: Isometric view showing the historically mined stopes and remaining pillars.1
1. Refer ASX/JSE release 26 May 2020.
Mine dewatering
Planning to commence mine dewatering, at a third of the full-scale pumping rate of 1,500m3 per hour contemplated in
the BFS-20 plan, was completed, Figure 2. Adopting a modular and scalable approach to establishing the dewatering
infrastructure allows dewatering to commence for low upfront spend, with pumping capacity to be scaled up as funding
is made available. This approach enables dewatering to start ahead of the project being fully-funded for full-scale
construction.
1. Refer ASX/JSE release 26 May 2020.
24
ORION MINERALS 2022 Figure 2: The mine dewatering configuration contemplated in the BFS-20 plan is shown. Approximately
9 million m3 of water would be pumped out of the mine over a 12-month period, at an average pumping rate
of 1,500m3/hr. Some 45% of the water would be diverted for treatment to allow it to be used for agricultural
purposes, while the remainder would be dispersed using forced evaporation.
Various options for ‘early’ mine dewatering were
considered, with the key selection criteria being that the
chosen option had to:
z be implementable using the funds likely to be made
available ahead of the PCZM project being fully-
funded;
z meet all environmental and water use licencing
requirements;
z provide a demonstrably positive impact to the project’s
perceived risk profile and commercial metrics; and
z be sufficiently adaptable such that it can be scaled
up should funding permit, or conversely, scaled down
should funding constraints be exacerbated.
The preferred plan to be implemented, subject to
availability of funding, consists of setting up a working
platform at the 178 Level, to stage the pumping of water
from the Hutching Shaft barrel to the surface. The water
would then be treated for both on- and off-site discharge,
with the system having a maximum pumping rate of
500m3/hr, Figure 3. Salient elements of the plan are:
treatment costs now assume using a contractor-operated
and rented reverse osmosis plant, paying per unit of
treated water. There is scope to reduce running costs
should ongoing investigations into scavenging marketable
by-products from the brine prove successful. Iron oxide,
hydrogen, calcium and magnesium could potentially be
recovered.
z This planned setup could lower the water level by over
175m in 12 months and by 330m in 24 months, to clear
the mine of water down to approximately 620m below
surface.
z Additional pumping stages would be established to
extend the reticulation deeper into the mine as the water
level is lowered to allow the mine to be dewatered over a
period of 3.5 years.
z The plan can be executed within current permitting
parameters and assures compliance with current mining
right obligations. This plan has been assessed to be the
safest, most practical, and cost-effective option to enable
an early start, with flexibility to scale up or down, subject
to operational or funding constraints.
z Establish a mine dewatering and water treatment
z The plan will continue to be reviewed for health and
network, with a pumping rate that will build up from
120m3/hr to 500m3/hr over three months. Water
safety, land access, environmental and legal compliance
implications as part of its implementation.
25
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Review of Operations – South African Projects continued
Figure 3: The proposed early mine dewatering configuration is shown. The setup is designed to achieve a
maximum pumping rate of 500m3/hr. Some of the water would be diverted for treatment to allow it to be
used for various agricultural purposes, while the remainder would be re-cycled or evaporated.
Process Plant Operations
During the year, Orion continued to investigate
opportunities to acquire pre-owned processing plant
equipment that may contribute to further reducing the
time and cost to construct and commission both the Okiep
and Prieska Projects. Orion has also secured and paid
deposits on the two larger mills planned to be installed at
the Prieska Project.
Orion has signed an agreement with Minerals Operations
Executive (Pty) Ltd (Minopex) to manage the PCZM
processing plant operation. The running and management
of the plant laboratory will also fall within the scope of
Minopex’s work.
Environmental Management
Water Use Licence (WUL) – a WUL has already been
granted for the Project and further amendments to
the licence are being sought to better align the grant
conditions to an improved execution strategy for mine
dewatering. The amendment submission, seeking to
clarify water treatment and offsite discharge water quality
thresholds, was made, and is pending approval by, the
Department of Human Settlements, Water and Sanitation
(DHSWS).
Square Kilometre Array – The Prieska Project is located
within the Square Kilometre Array Radio Telescope
Project (SKA) area, in which special licencing is
required to undertake mining operations. For existing
on-site equipment, the Prieska Project is exempt from
requiring a permit as the project site falls outside the
30km interference-sensitive zone to the nearest SKA
infrastructure. A review meeting was held with the SKA
management during the September 2021 quarter and the
permitting process remains on track.
Infrastructure
Power Supply – the 15MVA Feeder Bay Self-Build
Agreement with national power utility company, Eskom,
was executed this reporting period. Deposit payments
have also been made for long-lead electrical switchgear
items for the feeder bay upgrade. This paves the way
for the nearby Cuprum sub-station to be upgraded and
connected to supply up to 15MVA of construction power
as soon as the project is approved for construction.
Site-wide power reticulation has also been designed in
preparation for the early de-watering plan.
Water Supply – the Alkantpan Water Pipeline Agreement
has been reviewed and approved by all parties and final
signature is expected shortly by Armscor management.
26
ORION MINERALS 2022 Project Construction Preparation and Detailed Five-Year Planning of BFS-20 Plan
Orion has also been concurrently advancing the work streams in preparation to implement the full-scale mine build as
contemplated in the BFS-20 plan, in the event that sufficient funding is made available in the near term. Peak funding
requirements were estimated to be AUD413m in the BFS-20 Plan.
This preparation work has involved:
z Compiling a detailed mining plan for the first five years of underground mining;
z Preparing the project management Project Charter, developing the project procurement framework and formulating
the technology adoption roadmap;
z Continuing to secure critical long-lead equipment including the rock and men and materials winders, as well as the ore
processing SAG and ball mills;
z Recruitment of operations management personnel; and
z Advancing key supply contracts – bulk power, bulk water and construction management inquiries.
Discussions with banks and financiers regarding the financing for the full-scale mine build option for the Prieska Project are
continuing in parallel with the engineering assessment of the early works opportunities.
Review of Operations – Prieska Copper-
Zinc Mine Exploration
105 Level Resource In-fill Drilling
Resource in-fill drilling of the shallow and above-water-level portion of the Prieska deposit, required to support the Early
Production Plan, commenced in February 2022 and was completed subsequent to the end of the reporting period.
The drilling programme was designed to provide sufficient data to upgrade the majority of the Inferred Mineral Resource
portion of the +105 Level Crown Pillar supergene Resource to an Indicated classification in accordance with the JORC,
2012 reporting guidelines (refer ASX/JSE release 20 January 2022).
A total of 14 holes (Figure 4) totalling 917.87m successfully intersected the mineralised zone with an additional five holes
abandoned due to poor ground conditions and unacceptable core loss. Assay results for 13 of the 14 holes were received
by the end of the reporting period. Results have confirmed the presence of enriched copper and gold mineralisation in the
previously drilled supergene mineralisation, which is currently classified as an Inferred Resource due to the wider-spaced
drilling intersections (refer ASX/JSE release 11 July 2022). In-fill drill holes have returned high-grade copper intersections
including:
z 7.46m at 9.24% Cu, 0.19% Zn, 0.44g/t Au, 17.46g/t Ag
z 6.25m at 1.54% Cu, 0.16% Zn, 0.17g/t Au, 6.62g/t Ag
from 45.50m in OCOU164;
from 62.00m in OCOU151;
z 12.53m at 4.89% Cu, 0.04% Zn, 0.51g/t Au, 15.12g/t Ag
z 3.10m at 2.10% Cu, 0.81% Zn, 0.25g/t Au, 6.76g/t Ag
from 43.52m in OCOU155;
from 51.00m in OCOU148; and
z 6.05m at 5.52% Cu, 1.83% Zn, 0.26g/t Au, 17.18g/t Ag
z 3.40m at 6.91% Cu, 0.07% Zn, 0.21g/t Au, 4.84g/t Ag
from 45.00m in OCOU142;
from 58.00m in OCOU156.
27
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Review of Operations – Prieska Copper-Zinc Mine
Exploration continued
Figure 4: Long section through the +105 Level Crown Pillar supergene Resource
showing 2022 drilled area and historical drilling intercepts.
The resource model is currently being updated and the
Mineral Resource will be re-estimated and re-classified
where appropriate.
The updated Mineral Resource Estimate will be used for
mine design and planning for the extraction of the crown
pillar using underground mining methods. The crown
pillar was originally planned for extraction by open pit
mining and is now being evaluated for early mining using
underground mining methods and extracted concurrent
with the de-watering of the Deeps.
REMNANT PILLAR RESOURCE DEFINITION
DRILLING
A remnant pillar resource definition drill programme,
designed to confirm the historical survey records and
provide sufficient data for Mineral Resource estimation,
commenced in April 2022. The initial phase of the drilling
campaign focused on remnant pillars currently above
the accumulated water level, which is approximately
294m below the surface (Figure 5). The planned program
comprised 4,000m of Resource and metallurgical drill-holes.
Previous underground mining was undertaken using long-
hole open-stoping methods, without the use of any form
of back-filling to stabilise the remaining voids. This meant
that a grid of mineralised pillars was left in place to provide
geotechnical mine stability. The results of the drilling
programme were intended to allow Orion to establish the
viability of extracting these remnant pillars.
However, due to technical difficulties in drilling through a
fractured footwall formation, the drilling programme has
been temporarily suspended whilst other approaches for
accessing samples of the pillars are being investigated.
The Company has also commenced a detailed study to
assess whether placement of cemented paste-fill in the
excavated voids would allow for some of these remnant
pillars to be extracted without negatively impacting the
long-term geotechnical stability of the mine.
28
ORION MINERALS 2022 Figure 5: Longitudinal section showing the remnant pillars in the PCZM and planned drilling collars.
29
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Review of Operations
– Okiep Copper Project
PROJECT OVERVIEW
Orion took another key step in its strategy to become a leading diversified international base metals producer during the
year after exercising its exclusive option to acquire a controlling interest in the majority of the properties comprising the
Okiep Copper Project (OCP or Okiep Project), located approximately 570km north of Cape Town in the Northern Cape
Province of South Africa. In addition to the OCP Option acquisition, Orion has also applied for additional Prospecting Rights
to supplement the OCP mineral rights.
Orion received notification of grant of the first mining right in the Okiep Project in August 2022.
The Okiep Project is a significant growth opportunity with the potential to become a second base metal production hub for
Orion in the Northern Cape alongside the Prieska Project, located 450km east of the Okiep Project (Figure 6).
Figure 6: Location of the Okiep Copper Project (OCP Project)
in relation to Orion’s existing Areachap projects.
Prior to exercising its option over the Okiep Project, Orion
undertook extensive due diligence work, including the
completion of JORC compliant Mineral Resource Estimates
for an initial six deposits totalling 11.5Mt grading 1.4%
copper for 159,000 tonnes of contained copper
(refer ASX/JSE release 29 March 2021). The majority of
the stated mineral resources (9Mt) are located within the
recently granted Flat Mines Project Mining Right, with the
balance within the surrounding Prospecting Right still
awaiting grant.
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 on the SAFTA portion of the Okiep Project
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, that produced
30,000–40,000 tonnes per annum of copper.
30
Orion’s objective of rapidly expanding the Mineral
Resource base at the Okiep Project was 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.
The mineral rights holding of the Okiep Project 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 entities will,
in future, include empowerment partners in compliance
with Mining Charter 2018.
ORION MINERALS 2022 In the September 2021 Quarter, the IDC signalled its
intention to become a key strategic partner with Orion
in the development of the New Okiep Mining Company
(a subsidiary of Orion) and the Okiep Project. This newly-
created Orion subsidiary will hold the SAFTA assets and
will be responsible for advancing its development as a
potential second base metals production hub for the
company in the Northern Cape region.
On 7 September 2022, Orion announced that it had
entered into non-binding term sheets with the IDC and
Lulamile Xate regarding the key principles of the funding
and Historically Disadvantaged South African (HDSA)
ownership participation arrangements for New Okiep
Mining Co. Orion and the IDC anticipate finalising and
executing the definitive agreements for the IDC share
acquisition and pre-development funding arrangements
that will allow the IDC funding to flow during October 2022,
subject to fulfilment of conditions precedent standard for
such arrangements.
Orion, the IDC and Lulamile anticipate finalising and
executing the definitive agreements for the HDSA
ownership arrangements within Q3 CY2022, with the
implementation of the HDSA ownership arrangements
being conditional on the transfer of the assets from SAFTA
to New Okiep Mining Co, per the terms and conditions
of the SAFTA Asset Acquisition Agreement (refer ASX/JSE
release 2 August 2021).
The IDC funding of pre-development costs in the amount
of ZAR 34.579m will be advanced to New Okiep Mining
Co on the same terms as the pre-development funding
amount of ZAR 44.458m already advanced by Orion
to NOM.
Figure 7: Location of the Okiep Copper Project
(OCP Project) Mineral rights and recently granted
Mining Right.
OKIEP PROJECT OPERATIONAL ACTIVITIES
Mine Planning
Sound Mining (Pty) Ltd has been contracted to undertake
the detailed mine planning, scheduling and mining
engineering studies to be included in the mine feasibility
study scheduled for completion by Q1 CY2023.
The detailed mine layouts for the Flat Mine North,
South and East ore bodies have been completed and
scheduling is being optimised using mine design software.
Costing of mine development and stope production is
progressing in parallel with this work.
Figure 8: Provisional mine layout
Flat Mine North, South and East.
Infrastructure
Power Supply: Applications for the establishment of a
10MVA electricity supply point have been submitted
to both Eskom and the Nama-Khoi Local Municipality.
In terms of the national electricity supply regulations,
either entity could potentially supply power to the new
development. The return of a cost-estimate-letter from
Eskom is overdue, now expected during Q3 CY2022.
The Nama-Khoi Local Municipal leadership has recently
confirmed their desire to provide electricity to the Project
on commercially attractive terms. Orion and NKM are
jointly drafting an MoU to guide the negotiations around
future tariffs and capital costs to extend power to the Point
of Supply.
Land Access
A lease agreement with the Nama-Khoi Local Municipality
(NKM) for the use of municipal land for the construction
of surface infrastructure required for the Mining Operation
31
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Review of Operations – Okiep Copper Project continued
has been concluded and signed. Under the terms of
this agreement, the New Okiep Mining Company has
exclusive rights for the use of approximately 400 hectares
of municipal land on which most of the surface mining
infrastructure will be located. This includes the plant site,
TSF, haul roads and powerlines required for the project,
effectively for the life of the Project.
Negotiations with other landowners are continuing
and receiving considerable attention from Orion’s
commercial team.
Nababeep Mine Offices
Occupation of the former OCC mine offices at Nababeep
is complete. Security and access control facilities have
been upgraded. A standby diesel generator has been
installed to mitigate against the occasional loadshedding
and other power cuts that are experienced.
Environmental Management
Water Use Licence Application (WULA)
The drafting of the WULA requires a number of studies
to be completed by various Environmental Specialists.
During the reporting period, the baseline air quality and
dust fallout monitoring was completed, while monthly dust
fallout monitoring in the project area is continuing. The only
outstanding studies are the groundwater modelling and
Geochemical Waste Classification works.
The Geochemical Waste Classification and Radiological
Risk Classification on flotation tailings due to be deposited
in the Tailings storage facility (TSF) are pending the
availability of representative tailings samples from the
Metallurgical Test Work Programme.
The Metallurgical Test Work Programme is in an advanced
stage, with samples for waste classification expected to
be available in Q3 CY2022. Samples of Ore sorting discard
material and waste rock mined in development have
been received by the laboratory for waste classification of
these additional waste streams.
Results of aquifer drilling and testing in and around the
TSF and plant sites have been processed and preliminary
analysis by the Geohydrologist has been completed.
Indications from this work are that an unlined TSF can
be successfully permitted in terms of the “risk-based
approach” option in the Water Use Licence application
process. The drilling of four additional percussion holes
is planned to provide additional confirmation data to
demonstrate the low transmissivity of groundwater below
and downstream of the TSF footprint.
32
Tailings Storage Facility (TSF)
The detailed design of the TSF in the selected site is
in progress (Figure 9). Geotechnical sampling of the
underlying soils in the TSF footprint and surrounding areas
has been completed and results from laboratory testing of
these samples are awaited.
Detailed work on the embankment design using
development waste rock and ore sorting discard rock
is continuing. The facility will be designed as an unlined
facility as there is a high level of confidence that this will
be permitted, based on the groundwater study results
available to date.
High-resolution terrain surveys have been completed to
facilitate the design of the stormwater diversion drains.
Figure 9: TSF detailed design in progress.
Metallurgical Processing Plant
Following consistently encouraging simulation tests on
various ore samples, diamond drill core samples were
physically “sorted” in a full-scale sorting machine in
RADOS’s works in Centurion, Gauteng. The results of this
work confirmed the simulation results seen previously. The
sorter concentrate samples were sent for further milling and
flotation test work, and the discarded material has been
retained for further analysis and waste classification work.
A commercial proposal for the inclusion of ore sorters in the
Processing Flowsheet by RADOS – including the expected
performance and operating cost of their equipment –
has resulted in ore sorting being included in the process
flowsheet for the plant. The overall impact of ore sorting
on the process is a 30% discard of ore sorted (sub-grade
material), resulting in a 35% increase in the grade reporting
to ore sorter concentrate.
ORION MINERALS 2022 A metallurgical test work programme including milling,
flotation and tailings classification is nearing completion.
Following some initial scouting tests on ore from surface
accumulations in the project area, milling and flotation
tests have been conducted on samples of drill core pre-
sorted by the RADOS ore sorter.
Milling and flotation tests have separately determined the
behaviour of ore from Flat Mines-North and Flat Mines-
South, the first of the deposits to be mined.
Behaviour from both ore sources has proved to be similar,
with overall copper recoveries of >90% achievable at >30%
copper content in concentrates produced. Milling particle
size optimisation work is continuing to determine the most
beneficial grind size required in terms of overall recovery
and concentrate grade produced.
The plant design is progressing in parallel with test work.
The plant and surface infrastructure layouts are at an
advanced stage of completion, with detailed design of
the various plant areas in progress.
New Okiep Mining Company (NOMC) Permitting
The status of the SAFTA Mining Right Application and
Prospecting Right Applications pertinent to the NOMC
operations are as follows:
z The Mining Right Application has been granted by the
DMRE;
z Land access negotiations with the landowners in the
Mining Right and adjacent Prospecting Right Areas are
in progress; and
z The SAFTA Prospecting Right Applications over the
areas contiguous to the MRA area are still in process.
EXPLORATION AT THE OKIEP COPPER PROJECT
Koperberg – Carolusberg line of intrusions
The exploration drilling programme at the OCP was
designed to test and expand mineralisation intersected in
historical drilling.
The first phase of drilling was completed during the March
2022 Quarter, with assay results received and reported.
The maiden drilling programme was initially designed
to target near-surface mineralisation close to major
infrastructure and existing mine development on the
historical Koperberg – Carolusberg line of intrusives.
(Figure 10).
Figure 10: Drill Targets on the
Koperberg – Carolusberg Lines.
The Carolusberg Complex was the biggest contributor to
historical mining in the Okiep Copper District, delivering
38Mt grading 1.54% Cu out of the reported total of
105Mt mined over the past 100 years (refer ASX/JSE
release 21 May 2021). Historical mine records show that
Carolusberg Deeps contributed 16Mt at a head grade of
2.05% Cu (refer ASX/JSE release 3 August 2021).
Orion applied an exploration model derived from structural
interpretation of the Carolusberg Mine mineralisation.
Mineralisation mined 2,000m to the east, along strike at
Carolusberg Deeps, showed characteristic south-stepping
down dip, en-echelon lenses (Figure 11).
The drilling programme included twin and in-fill drilling
to verify historical drill results and underpin an updated
Mineral Resource estimation. The completed programme
comprised 25 diamond holes for 3,411m.
Assay results have confirmed historically reported
mineralisation, with high-grade copper mineralisation
close to surface. Results include:
z 10.36m at 1.84% Cu from 58.98m in OKWD100;
z 5.71m at 1.93% Cu from 72.85m and 4.76m at 3.99% Cu
from 95.08m in OKWD102;
z 4.69m at 2.05% Cu from 49.22m in OKWD105;
z 5.76m at 1.46% Cu from 21.38m in OKWD109;
z 7.76m at 1.94% Cu from 29.65m in OKED064;
z 9.02m at 1.45% Cu from 103.08m in OKED068; and
z 5.69m at 1.45% Cu from 135.75m and 5.08m at 1.31%
Cu from 159.30m in OKWED069.
33
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Review of Operations – Okiep Copper Project continued
MULTIPLE PRIORITY ELECTROMAGNETIC
TARGETS IDENTIFIED
During the year, Orion successfully completed an
extensive SkyTEMTM helicopter-borne electromagnetic
geophysical (AEM) survey at the OCP covering a total
area of 1,872km2 with approximately 1,073 line-kms flown
at 1km line spacing in conjunction with the Council for
Geosciences and Orion’s high-priority area of 857km2 flown
at 150m line spacing resulting in a total of 7,348 line-kms
being flown.
The processed and finalised data has identified several
high priority anomalies which have been modelled for
further follow-up and demonstrate the value of applying
modern exploration methods to the 1,872km² area.
Historically, mining at the OCP by previous owners focussed
on bornite rich, lower sulphidation copper mineralisation
that was easily concentrated to high grade copper
concentrates (>35%), but were not conducive to AEM
survey detection.
However, Orion has identified potential of a different
style of copper mineralisation, that is often encountered
in the district, being pyrrhotite rich chalcopyrite-bornite
rich mineralisation, often found associated with massive
sulphide that will be highly amenable to AEM.
Importantly this style of mineralisation is thought to have
high potential for significant Ni credits.
Significantly, drilling also intersected a new mineralised
zone at Koperberg West, supporting Orion’s geological
model, with a high-grade intercept of 4.76m at 3.99% Cu
(from 95.08m in hole OKWD102) (refer ASX/JSE release
11 January 2022).
Figure 11: Carolusberg Deeps cross section
showing characteristic discontinuous and
south stepping down dip, mineralisation lenses
historically mined to 1,900m depth
(after Lombaard, 1986).
The drilling has confirmed historical results, outlining shallow
high-grade copper mineralisation; importantly, it has also
confirmed Orion’s geological hypothesis for a model for
intrusive bodies arranged in en-echelon down-dip side-
stepping lenses.
Historical drilling focused on drilling down-dip projections
of known mineralisation, without fully testing the probable
side-stepping of mineralised lenses as was encountered at
the 38Mt Carolusberg Deeps mine, which sits along strike
from and on the same structure as Koperberg.
This potential for offset, high-grade lenses that continue
down-dip below the extensive, shallow historical mining
on the 5km strike Carolusberg line, represents a very
exciting exploration opportunity. Drill testing this down-dip
position has been elevated to a high priority focus for 2022,
alongside the testing of EM targets identified through the
recent SkyTEMTM survey.
34
ORION MINERALS 2022 Figure 12: Locality plan of the 1,872km2 SkyTEMTM survey over the OCP area
(blue area on the right indicates high resolution flight lines).
SKYTEMTM SURVEY RESULTS
Several ‘late-time’ conductors have been selected as first-
pass targets (Figure 13) with scope for more targets to be
identified. A number of the conductors are close to known
copper deposits, with the five best targets located close to
the historical mining area of Nababeep (Figure 14).
Interpretation of the AEM data includes filtering out of
near-surface cultural effects, ground-truthing of anomalies,
modelling of anomalies and target prioritisation. Further
processing of data may assist with the identification of
additional, more obscure anomalies.
The magnetic data from the SkyTEMTM survey assists in the
prioritisation of AEM targets. The emplacement of the
mafic intrusions that host copper deposits at the OCP are
known to be structurally controlled and the magnetic data
from the SkyTEM™ survey significantly improves Orion’s
understanding of the geology and structure of the OCP –
assisting with exploration targeting.
In addition, three-dimensional inversion modelling of
magnetic anomalies will be undertaken. Although ground
and airborne magnetic surveys were historically used
as exploration tools, this is the first time that 3D inversion
modelling of aeromagnetic data has been undertaken
in the OCP area. A database of anomalies and their
respective exploration priority rank will be compiled and
maintained.
Orion believes that high-quality drill targets will be
generated from the combination of the AEM and
magnetic models and the reinterpretation of available
historic geological data. Once they have been prioritised,
the targets will be followed up with high-powered ground
EM and drilling.
Figure 13: A Z-Channel 40 AEM image over the
OCP area, with preliminary SkyTEMTM anomalies
selected for follow-up.
35
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Review of Operations – Okiep Copper Project continued
over a drill width of 10m from 31.72m down-hole (refer
ASX/JSE releases 28 April 2022 and 24 February 2022).
The mineralisation intersected occurs as blebs, veins
and massive sulphide (80-100%) lenses of pyrrhotite–
chalcopyrite over widths of 1-25cm in drill core within the
magnetite rich, mafic intrusive host.
Figure 14: AEM targets on Newly Granted SAFTA
Mining Right, close to Nababeep illustrating the
proximity of these targets to large known deposits.
Nous Prospect
Three diamond drill holes were completed at the Nous
Prospect (for a total of 363.03m) on SkyTEM™ anomaly
Target 4.
The Nous Prospect encompasses two adjacent SkyTEM™
targets associated with magnetic anomalies. The prospect
is located approximately 5km south-west of the historical
Nababeep Mine, which has a recorded historical
production of >2Mt (Figure 15) (refer ASX/JSE release
2 February 2021).
Figure 15: Locality map of SkyTEMTM priority
Targets 1-7, within OCP Prospecting and
Mining Rights.
The first diamond drill hole (OND001) completed at
the Nous Prospect (Targets 3&4) intersected mafic-
intrusive-hosted copper sulphide-nickel mineralisation
36
Figure 16: Map of the Nous prospect showing drill
localities at Targets 3 and 4.
Drill-hole OND001 intersected 10m at 0.67% Cu and 0.07%
Ni from 31.72m including 3.87m at 0.91% Cu and 0.07%
Ni from 33.45m (refer ASX/JSE release 28 April 2022) as
indicated above. Importantly, veins of semi-massive to
massive pyrrhotite sampled in the hole assayed up to 0.40%
Ni, indicating high nickel tenors in the pyrrhotite rich phase
of intrusive and the potential for valuable nickel credits in
mineralisation hosted within pyrrhotite-rich copper deposits
in the OCP.
Historical Digital Data Compilation
A programme of digital data capture from scanned
historical information for Orion’s current ground holdings
and application areas has been ongoing since early 2021.
The emphasis to date has been on capturing historical
drilling information to reinterpret geological models and
assess remaining Resources in historically mined and
explored areas. The programme also includes digitising
historical mine workings, capture of pertinent geological
features (such as steep structures) and historical geophysics.
Out of 75 identified historical prospects, no data has been
located for 11, while 43 have been partially/fully captured
and 23 lower priority prospects have not yet been captured.
Work is now focusing on the consolidation of historical
drilling information, reinterpretation of geological models
for the areas where capture of historical drilling data is
completed and prioritising the timely completion of the
remaining areas.
ORION MINERALS 2022 Review of Operations – Jacomynspan
Ni-Cu-Co-PGE project
The Jacomynspan Nickel-Copper-PGE Project (JMP Project),
which is located 65km north of the Prieska Project, hosts a
large ultramafic intrusive body that hosts a disseminated
Ni-Cu-Co-PGE deposit. Resource drilling over less than
15% of the strike of the mapped outcrop of the intrusive
has already defined a Mineral Resource of 65Mt at
0.28% Ni, 0.19% Cu & 0.02% Co, using a cut-off of 0.2% Ni
(refer ASX/JSE release 8 March 2018).
Orion’s drilling has identified near surface, higher
grade massive sulphide mineralisation within the large
disseminated sulphide body.
Figure 17: Drill hole locations and
mineralisation intersected.
JMP: Drill hole locations and mineralisation intersected.
JMP: Drill hole locations and mineralisation intersected.
The Project has a granted Mining Right over a proven
Ni-Cu-Co-PGE+Au Intrusive Complex.
Orion is currently finalising its acquisition of the remaining
minority interests in the JMP Project to consolidate
ownership of the highly prospective project area. This
follows an extension to the final completion date under
the original acquisition agreement (refer ASX/JSE release
4 March 2022).
In light of the JMP Project’s compelling potential for battery
metals (with demonstrated prospectivity for nickel, copper,
cobalt, PGEs, lithium and Rare Earth Elements), Orion has
commenced a review and update to the JMP Scoping
Study, completed by the Company’s project partner,
Namaqua Nickel Mining (Pty) Ltd, in 2012.
EXCLUSIVITY AGREEMENT WITH
STRATEGA METALS
During the June 2022 Quarter, Orion signed an exclusivity
agreement with Stratega Metals to undertake amenability
test work on a 250kg sample of Ni-Cu-Co-PGE-Au
concentrates from the Jacomynspan Project (refer ASX/JSE
release 9 May 2022).
This agreement gives Orion the exclusive right to earn a
75% interest in Stratega by funding the establishment of
a bespoke test work facility and demonstration plant at
Orion’s project sites.
Stratega has secured licencing for modified carbo-chloro
metal vapour extraction technology (CCMVT), which
separates refined carbonyl metal powders from the metal
concentrates. The key reaction in CCMVT uses chlorine
and carbonyl (carbon monoxide, which is harvested from
the air) and recycled within a sealed, pressurised reactor
vessel and the circuit then feeds to distillation vessels to
recover separated refined carbonyl metal powders.
The processes are proven and used separately at large
scale in refineries and chemical plants throughout the
world. The largest carbonyl metal vapour plants are
operated by Vale to produce nickel carbonyl powders at
Sudbury in Canada and at Clydach in Wales. The Chloro
vapour process is commonly used in Ti, and Zr extraction
and to produce refined iron oxides powders and high
purity iron powders used in nano applications. Stratega
has identified the opportunity to combine the chloro and
carbonyl metal vapour processes for the application to
base metal sulphide concentrates.
37
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Review of Operations – Jacomynspan Ni-Cu-Co-PGE
Project continued
The CCMVT refining process (Figure 18) promises very
attractive characteristics including:
z Production of metal products that trade at significant
premiums to LME prices of contained metal, targeting
the battery and specialist electronics and chemical
industries;
z Recoveries of >90% for all metals to refined product
and elemental sulphur from low grade sulphide
concentrates;
z A dry process using no water;
z Low energy consumption utilising cogeneration from
exothermic process and amenable to renewable
energy power supply for energy make-up;
z Near zero emissions – only minor non-toxic waste
products; and
z Small compact plant with a very small footprint.
The technology promises characteristics that are ideally
suited to low grade disseminated Ni sulphide deposits, such
as the JMP deposit that are less suitable for conventional
concentration and sale of higher grade Ni concentrates to
existing Nickel refineries.
The characteristics of this technology make it an ideal fit
with Orion’s ambitions to become a fully-integrated mining
and processing business that produces premium metal
products with strong ESG credentials that are certified from
point-of-source to market.
Orion has commenced due diligence on the process and
is currently undertaking laboratory testwork using drill core
from the JMP deposit.
Figure 18: Carbonyl nickel refining process.
38
Vale is the worldwide leader in carbonyl nickel
powder, which they produce at
Copper Cliff Refinery in Sudbury, Ontario,
and at the Clydach Refinery in Wales.
NEAR-MINE EXPLORATION
Within the Areachap Belt, Orion holds a 1,790km2 land-
holding that offers outstanding potential for the discovery
of both Volcanogenic Massive Sulphide (VMS)
mineralisation and intrusive Ni-Cu-PGE mineralisation.
Near-mine projects are those projects within prospecting
rights held by PCZM (Dooniespan), Vardocube (Pty) Ltd
and Bartotrax (Pty) Ltd. VMS deposits worldwide tend to
occur in clusters and apart from the sizable Prieska Deposit,
five smaller deposits have previously been discovered on
the near-mine project areas.
These deposits include Annex, explored by Anglovaal
between 1969 and 1981; the PK1, PK3 and PK6 deposits
on Dooniespan (Kielder Prospects), explored by Newmont
South Africa between 1976 and 1979; and the Ayoba
mineralisation discovered by Orion in 2018.
ORION MINERALS 2022 Review of Operations
– Regional Exploration
At a regional level, exploration work continued during the year on the Masiqhame Prospect and the Namaqua-Disawell
Prospect.
The Company holds a substantial and prospective land holding in the Areachap Belt (Figure 19). The Areachap Belt is
analogous to other Proterozoic mobile belts hosting major VMS and magmatic Ni-Cu-Co-PGE deposits.
In addition to the PCZM Near-Mine VMS Project, the Company is also prospecting for VMS deposits on the Masiqhame
Prospecting Right (Figure 19). The Kantienpan (Zinc-Copper-Silver-Gold) and Boksputs (Copper-Gold) deposits are the two
most prominent known VMS deposits on the Masiqhame Prospecting Right.
Similarly, world-class intrusive nickel deposits also tend to occur in clusters both on prospect and regional scale in orogenic
belts along geological plate margins similar to the Areachap setting. Several mafic intrusive bodies with nickel and
associated metals are located on the Namaqua-Disawell Prospecting Rights and all Orion’s prospecting rights in the belt.
The setting of mineralisation has been confirmed to be analogous to other orogenic-hosted, deep-seated magma conduit
complexes such as Kabanga (Tanzania), Nova (Australia), Akelikongo (Uganda), and Limoeiro (Brazil). Conduit-style
mineralisation is currently the top priority global target for magmatic Ni-Cu-PGE sulphide exploration.
MASIQHAME PROSPECT
Orion secured the grant of the Boksputs North Prospecting
Right late in September 2021 and immediately
commenced diamond drilling on a high-priority target
detected by a FLEM survey on the boundary of Orion’s
existing Masiqhame Prospecting Right and the newly-
granted Boksputs North Prospecting Right.
The Boksputs Prospect, which is located on the northern
boundary of the Company’s Masiqhame Prospecting
Right, has recently delivered very encouraging copper-
gold intersections on the 400 Siemens (s) B4 FLEM
conductor, including a best section of 5m at 1.09% Cu and
0.13g/t Au, including 1.00m at 2.25% Cu and 0.32g/t Au
(refer ASX/JSE release 25 January 2021).
A follow-up FLEM survey of the B1 conductors previously
detected in two small survey loops confirmed a strong
(3000s-6000s) conductor.
Orion drilled two holes at this conductor. The first hole,
OBPD002, deflected significantly due to geological factors,
missing its intended target. However, it did intersect a
zone of pyrrhotite mineralisation from 610m to 614m.
A second hole, OBPD004, also deflected more than
expected, however, the down-hole EM survey indicated
that it skimmed the uppermost part of the conductor.
OBPD004 also intersected some pyrrhotite mineralisation
from 824m to 843m down-hole. No significant assays were
received for either hole.
A DHEM survey was completed in OBPD004 to EOH
902.02m which confirmed that the most conductive part
of the conductor was in the footwall of the drill-hole at
depth. A decision was taken to deflect off the mother hole
and then steer the hole using a Reflex navigational drilling
down-hole motor.
39
Figure 19: Regional geology map of the Areachap
Belt showing prospecting rights held and under
application by the Company and noted mineral
occurrences as per published data from South
African Council for Geoscience.
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Review of Operations – Regional Exploration continued
Two deflections were drilled with assistance of directional
wedges and down-hole steering motors, however the hole
trajectories deviated unacceptably from target and drilling
was suspended pending further technical evaluation.
Exploration early in 2022 included in-fill and extensional
soil sampling on the Boksputs prospect where copper
soil anomalies were discovered in 2020, and on the
Boksputs East prospect, where Orion geologists previously
discovered an ultramafic intrusive with elevated
nickel values (using a calibrated, hand-held Niton XRF
instrument).
In total, 153 soil samples were collected over the Boksputs
“main” grid, while 474 samples were collected over the
Boksputs East grid. The collected soils were screened to
-75 mesh size and analysed onsite using a handled Niton
XRF instrument. Field mapping at Boksputs East prospect
is ongoing.
NAMAQUA-DISAWELL PROSPECTING RIGHTS
At Namaqua-Disawell, further mapping was conducted
over FLEM conductor HP3 in licence NC10938PR with
gossanous float and occasional highly pyritiferous quartzite
being observed.
Standpipe collar installation and drill site rehabilitation was
completed for the Jacomynspan prospect, straddling
Prospecting Licences NC10938PR and NC11010PR.
The rehabilitation work was audited by an environmental
consultant in November 2021.
40
ORION MINERALS 2022 Review of Operations – Australian Projects
FRASER RANGE – NICKEL-COPPER PROJECTS
(WESTERN AUSTRALIA)
The Fraser Range Project in Western Australia is a belt-
scale project which is highly prospective for high-value
magmatic nickel-copper-cobalt (Ni-Cu-Co) sulphide
discoveries.
Orion maintains a sizeable tenement package in the Fraser
Range Province of Western Australia in a joint venture with
IGO Limited (ASX: IGO) (refer ASX release 10 March 2017).
Under the terms of the joint venture, IGO is responsible
for all exploration on the tenements and provides regular
updates to Orion on activities and results.
Importantly, Orion maintains exposure to the ongoing
exploration and development of the Fraser Range Project
without the additional financial commitment, given that
Orion is free-carried through to the first pre-feasibility study
on any of the tenements.
A drilling programme aimed at testing number of high-
priority magmatic nickel-copper targets within the
IGO-ORN JV tenement E28/2367 commenced in
November 2021. Drilling intersected graphitic sulphidic
schists with no material base metal values reported.
E28/2367 includes the highly prospective Pike, Bilby
(formerly Pike Eye), Pike North, Hook and Garfish targets,
located along trend just 16km north-east of the recently
confirmed Mawson nickel-copper discovery (Figure 20).
The intrusive rocks hosting nickel mineralisation at Legend
Mining’s nearby Area D discovery also occur within a
bedded meta-sediment package containing
graphitic units.
Figure 20: IGO-ORN Fraser Range Joint Venture
tenements showing regional aeromagnetic image
and locality of the Pike Prospects relative to
nearby Legend Mining Mawson Prospect.
IGO has stated that it remains committed to investing
in growth through discovery. In its Macquarie Australia
Conference presentation, IGO noted that its Fraser Range
and Nova exploration represented almost 51% of its total
$65 million FY22 exploration budget (refer IGO ASX release
5 May 2022).
During the year, IGO completed the following exploration
activities on the JV tenements:
z A review of the high-temperature Squid moving loop
EM survey completed in the June 2021 Quarter, receipt
of the detailed petrographic from drill core submitted
to Canadian University for thin section and minerology
mapping;
z Air-core drilling at the Angler target (E28/2462);
z Review of the bulk geochemical analyses at the
Angler target (E28/2462);
z Air-core drilling partially completed over the Calypso
target (E28/2596);
z Diamond drilling at the Hook 1 & Hook 2 and Bilby
targets (E28/2367);
z Two Moving Loop Electromagnetic (MLEM) surveys
partially covering E39/1654 and E39/2707;
z Three DHEM surveys were conducted on all diamond
drill holes;
z Processing and interpretation of Wai-iti North and
South ground geophysical surveys (E39/1454 &
E39/2707);
z Review of the bulk geochemical analyses at the
Calypso target (E28/2596);
z Geological and structural logging of diamond cores
drilled in the December 2021 Quarter;
z Heritage agreement negotiations continued with
Central Desert Native Title Services (CDNT) on behalf
of the Untiri Pulka (UP) and the Upurli Upurli Nguratja
(UUN) Native Title Claims;
z Ground-based heritage field assessment continued
over UP claim on Artemis, Praetorian, Porpoise,
Millenium South and HA1 targets;
z An airborne heritage survey was completed over
the UUN claim on NW Passage, Pennor North and CE
targets;
z Drilling was undertaken at Achilles target with
16 air-core holes drilled for 318m. Assays were
submitted and results received (E69/2707);
z One air-core bottom-of-hole (BOH) sample from
Angler target was selected for thin section preparation
(E28/2462);
z Rehabilitation was undertaken at the Angler target on
Boonderoo Station – 18 air-core holes;
41
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Australian Projects continued
z Re-sampling of air-core spoils in hole 21AFAC10410 was
undertaken from 105-125m to detail zinc anomalism on
the Angler target (E28/2462);
z A review and evaluation of geochemical assays
from diamond drilling at the Bilby, Hook 1 and Hook 2
targets (E28/2367) was undertaken;
z Evaluation and structural interpretation of the Bilby
(21AFDD104) off-hole EM anomaly was completed;
and
z Integrated geological interpretation of geophysical,
petrophysical and geochemical datasets was
completed for E28/2367.
Work planned for the first half of the 2023 financial year
includes diamond drilling at the Pike North target, analysis
of the geochemical results from air-core drilling at the
Angler target area (21AFAC10410), a moving loop electro-
magnetic survey over the Pennor North and Porpoise
target areas as well as a review of all exploration results
within the JV tenement area.
WALHALLA GOLD AND POLYMETALS PROJECT
(VICTORIA)
While the Walhalla-Woods Point District is best known
for gold mining, high-grade copper-nickel and PGE
mineralisation also occurs within the belt. Both the gold
and copper-nickel-PGE mineralisation within this district
are hosted within dykes from the Woods Point Dyke Swarm
(WPDS), a series of ultramafic to felsic dykes occurring over
a 75km long north-south belt.
No field or exploration work was carried out on the
Walhalla Project during the reporting period. The Company
continued to progress its licence applications over
prospective areas of Walhalla.
42
ORION MINERALS 2022 Ore Reserves and Mineral Resource
Statement
Orion has a dual listing with the Australian Securities
Exchange (ASX) and the Johannesburg Stock Exchange
(JSE) and reports Exploration Results, Mineral Resource
and Ore Reserve Estimates in accordance with the ASX
Listing Rules and the requirements and guidelines of the
Australasian Code for Reporting Exploration Results, Mineral
Resources and Ore Reserves, 2012 (the JORC Code).
The JSE requires reporting in terms of the South African
Code for the Reporting of Exploration Results, Mineral
Resources and Mineral Reserves, 2016 (SAMREC Code),
however, the JORC Code requirements are considered
similar enough to be accepted by the JSE. The Orion
financial year-end is 30 June and all subsidiaries have been
aligned to this annual reporting date.
The 2022 Annual Report covers Orion’s eight exploration
projects in the Areachap and Okiep areas in the Northern
Cape province of South Africa as well as its interest in
a number of Australian projects. By the end of FY2018,
Indicated and Inferred Mineral Resources were classified
and reported from both Orion’s flagship Prieska VMS Project
(refer ASX releases 8 February 2018 and 9 April 2018) as
well as the Jacomynspan Nickel-copper Project (refer
to ASX release 8 March 2018). By the end of FY2019, the
Prieska Project’s Mineral Resources had been upgraded to
Probable Mineral Reserves, Indicated Mineral Resources and
Inferred Mineral Resources for both the surface +105 Level
Mineral Resource (refer ASX releases 15 January 2019 and
26 June 2019) and the underground Deep Sulphide Mineral
Resource (refer ASX releases 18 December 2018 and
26 June 2019). The Prieska Deep Sulphide Ore Reserve was
updated in FY2020. In 2021, two maiden Mineral Resources
were announced for Orion’s Okiep Copper Project covering
a number of known copper deposits.
Listings of the respective estimates as they stand at the
end of FY2022 are tabulated below for Orion’s total
interests and for the operational and project divisions.
A comparison of the FY2021 and FY2022 estimates are also
summarised below on a project-by-project basis. The tables
are accompanied by the relevant JORC Code Competent
Person statements. Refer to the Corporate section for
Orion’s interest in each project.
Orion’s procedures for public reporting ensure
transparency, materiality and competence in its
governance of Mineral Resource and Ore Reserve
Estimates and release of results requires several assurance
measures.
z must have given a written consent for inclusion of the
results and estimates that are reported, stating that
the report agrees with supporting documentation
regarding the results or estimates prepared by each
Competent Person; and
z must have prepared supporting documentation for
results and/or estimates to a level consistent with
standard industry practices.
This includes JORC Table 1 Checklists for any results and/or
estimates reported.
Orion also ensures that any publicly reported results
and/or estimates are prepared using JORC and ASX
guidelines, accepted industry methods and using
specialised guidance for aspects where required, such as
metal prices and foreign exchange rates. Estimates and
results are also peer reviewed internally by Orion’s senior
technical staff before being presented to Orion’s Board for
approval and subsequent ASX reporting.
Market sensitive or production critical estimates may also
be audited by suitably qualified external consultants to
ensure the precision and correctness of the reported
information. Once operational, Orion plans to ensure
that the estimation precision of actual mine and process
production is compared to the Mineral Resource and
Ore Reserve forecasts.
PRIESKA PROJECT MINERAL RESOURCES AND
RESERVES
The BFS reported on herein contains production targets and
forecast financial information supported by a combination
of Probable Ore Reserves, Indicated Mineral Resources
and Inferred Mineral Resources, all as defined, compiled
and disclosed in compliance with ASX Listing Rules and
The Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves, 2012 (JORC (2012)
or JORC Code) reporting standards. The Ore Reserves and
Mineral Resources underpinning the production target in
this report have been prepared by competent persons in
accordance with the requirements in Appendix 5A
(JORC (2012).
Mineral Resources
The Mineral Resource Estimate for the Prieska Project is as
reported in the 2020 annual report. There are no material
changes to the estimate.
Firstly, the Competent Persons responsible for public
reporting:
The Mineral Resource Estimates classified and reported
in terms of the JORC Code, 2012 guidelines, for both
z must be current members of a professional organisation
the Deep Sulphide Mineral Resource and the +105 Level
that is recognised in the JORC Code framework;
Mineral Resource are as tabled individually below and then
z must have at least five years relevant experience in the
combined in the final table.
style of mineralisation and reporting activity for which
they are acting as Competent Person;
43
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Ore Reserves and Mineral Resource Statement continued
PCZM
Vardocube
Deep Sulphide Total
Deep Sulphide Mineral Resource for PCZM + Vardocube Tenements
(Effective date: 15 December 2018)1
Classification
Tonnes
Cu
(metal tonnes)
Cu
(%)
Zn
(metal tonnes)
Indicated
Inferred
Total
Indicated
Inferred
Total
Indicated
Inferred
Total
15,052,000
6,998,000
22,050,000
3,455,000
3,221,000
6,676,000
18,507,000
10,219,000
28,726,000
170,000
80,000
249,000
44,000
41,000
85,000
217,000
117,000
334,000
1.15
1.04
1.13
1.27
1.27
1.27
1.17
1.14
1.16
510,000
270,000
779,000
158,000
147,000
305,000
667,000
417,000
1,084,000
Zn
(%)
3.38
3.86
3.53
4.57
4.56
4.57
3.60
4.08
3.77
Deep Sulphide Resource bottom cut-off = 4% Equivalent Zn (Zn Eq = Zn% + (Cu%*2). Mineral Resources stated at zero %
cut-off. Tonnes are rounded to thousands, which may result in rounding errors.
+105 Updated Mineral Resource for the PCZM Tenement
(Effective date: 11 January 2019)2
Classification
Indicated
Inferred
Mineralised
zone
Supergene
Total
Oxide
Supergene
Total
Total Mineral Resource
Tonnes
624,000
624,000
511,000
627,000
1,138,000
1,762,000
Cu
(metal tonnes)
Cu
(%)
Zn
(metal tonnes)
10.000
10,000
3,000
14,000
17,000
27,000
1.54
1.54
0.6
2.2
1.5
1.5
19,000
19,000
4,000
11,000
16,000
35,000
Zn
(%)
3.05
3.05
0.9
1.8
0.9
2.0
+105m Level Mineral Resource bottom cut-off = 0.3% Cu. Mineral Resources stated at zero % cut-off. Tonnes are rounded to
thousands, which may result in rounding errors.
Combined Prieska Project Mineral Resource for PCZM + Vardocube Tenements
(Effective date: 11 January 2019)2
Mineral Resource
Classification
Tonnes
(metal tonnes)2
Cu
Deep Sulphide
Resource
+105m Level Resource
Total
Grand total
Indicated
Inferred
Indicated
Inferred
Indicated
Inferred
18,507,000
10,219,000
624,000
1,138,000
19,131,000
11,357,000
30,488,000
217,000
117,000
10,000
17,000
227,000
134,000
361,000
Cu
(%)
Zn
(metal tonnes)
1.17
1.1
1.54
1.4
1.18
1.2
1.2
667,000
417,000
19,000
16,000
686,000
433,000
1,119,000
Zn
(%)
3.60
4.1
3.05
1.4
3.59
3.8
3.7
Deep Sulphide Mineral Resource bottom cut-off = 4% Equivalent Zn (Zn Eq = Zn% + (Cu%*2); +105m Level Mineral Resource
bottom cut-off = 0.3% Cu. Mineral Resources stated at zero % cut-off. Tonnes are rounded to thousands, which may result in
rounding errors.
1
2
Mineral Resource reported in ASX release of 18 December 2018: “Landmark Resource Upgrade Sets Strong Foundation” available to the public on
http:// www.orionminerals.com.au/investors/asx-jse-announcements/. Competent Person Orion’s exploration: Mr Errol Smart. Competent Person:
Orion’s Mineral Resource: Mr Sean Duggan. Orion confirms it is not aware of any new information or data that materially affects the information
included above. For the Mineral Resources, the company confirms that all material assumptions and technical parameters underpinning the
estimates in the ASX release of 18 December 2018 continue to apply and have not materially changed. Orion confirms that the form and context in
which the Competent Person’s findings are presented here have not been materially modified.
Mineral Resource reported in ASX release of 15 January 2019: “Prieska Total Resource Exceeds 30Mt @ 3.7% Zn and 1.2% Cu Following Updated
Open Pit Resource” available to the public on http://www.orionminerals.com.au/investors/asx-jse-announcements/. Competent Person Orion’s
exploration: Mr Errol Smart. Competent Person: Orion’s Mineral Resource: Mr Sean Duggan. Orion confirms it is not aware of any new information or
data that materially affects the information included above. For the Mineral Resources, the company confirms that all material assumptions and
technical parameters underpinning the estimates in the ASX release of 15 January 2019 continue to apply and have not materially changed. Orion
confirms that the form and context in which the Competent Person’s findings are presented here have not been materially modified.
44
ORION MINERALS 2022 Ore Reserves
The Ore Reserve that follows is classified and reported in accordance with JORC Code, 2012. The Ore Reserve Estimate for the
Prieska Project is as reported in the 2020 annual report. There are no material changes to the estimate.
The Deep Sulphide Probable Ore Reserve1 estimate amounts to 14.0Mt grading 1.0% Cu and 3.2% Zn, including 146kt copper
metal tonnes and 446kt zinc metal tonnes (Cu-Eq of 248kt metal tonnes at 1.8%) as tabulated below:
Prieska Project Deep Sulphide Ore Reserves (Effective Date: 20 April 2020)3
Ore
Reserve
classification
Tonnage
(Mt)
Probable
Probable
14.0
14.0
Deposit
Deep
Sulphide
Total
Cu
Metal
tonnes
(Kt)
146
146
Zn
Cu equivalent4
Grade
(%)
1.0
1.0
Metal
tonnes
(Kt)
446
446
Grade
(%)
3.2
3.2
Metal
tonnes
(Kt)
248
248
Grade
(%)
1.8
1.8
Deep Sulphide Ore Reserves calculated using financial assumptions and modifying factors stated in the study. Tonnes are
rounded to thousands, which may result in rounding errors.
The +105 Level Probable Ore Reserve1 is estimated at 480kt grading 1.5% Cu and 3.3% Zn, including 7kt copper metal tonnes
and 16kt zinc metal tonnes, (Cu-Eq of 11kt metal tonnes at 2.3%).
Prieska Project +105 Level Ore Reserves (Effective Date: 15 June 2019)5
Ore
Reserve
classification
Tonnage
(Kt)
Deposit
+105 Level
Total
Probable
Probable
484
484
Cu
Metal
tonnes
(Kt)
7
7
Zn
Cu equivalent4
Grade
(%)
1.5
1.5
Metal
tonnes
(Kt)
16
16
Grade
(%)
3.3
3.3
Metal
tonnes
(Kt)
11
11
Grade
(%)
2.3
2.3
+105m Level Ore Reserves calculated using financial assumptions and modifying factors stated in the study. Tonnes are
rounded to thousands, which may result in rounding errors.
3
Ore Reserve reported in ASX/JSE release of 26 May 2020: “Prieska BFS – Long life, high margin project” available to the public on
www.orionminerals.com.au/investors/ asx-jse-announcements. Competent Person: Orion’s Ore Reserve: Mr William Gillespie. Orion confirms it is
not aware of any new information or data that materially affects the information included above. For the Ore Reserves, the Company confirms
that all material assumptions and technical parameters underpinning the estimates in the ASX release of 26 May 2020 continue to apply and
have not materially changed. Orion confirms that the form and context in which the Competent Person’s findings are presented here have not
materially changed.
4
Method used to determine Cu equivalent Zn grades:
Underground Cu Equivalent Estimation
Open-pit Cu Equivalent Estimation
Combined Cu Equivalent Estimation
1% Zn = (Zn price x Zn NSR) x (Zn plant recovery)
= (2,337 x 68.3%) x (81.6%) = 0.23% Cu
1% Zn = (Zn price x Zn NSR) x (Zn plant recovery)
= (2,337 x 52.2%) x (75.8%) = 0.17% Cu
1% Zn = (Zn price x Zn NSR) x (Zn plant recovery)
= (2,337 x 67.8%) x (81.4%) = 0.23% Cu
(Cu price x Cu NSR) x (Cu plant recovery)
(6,680 x 99.3%) (85.5%)
(Cu price x Cu NSR) x (Cu plant recovery)
(6,680 x 91.9%) (61.7%)
(Cu price x Cu NSR) x (Cu plant recovery)
(6,680 x 99.0%) (84.3%)
Therefore Cu Equivalent grade = Cu grade +
0.23 x Zn grade.
Therefore Cu Equivalent grade = Cu grade +
0.17 x Zn grade.
Therefore Cu Equivalent grade = Cu grade +
0.23 x Zn grade.
Metal prices assumptions based on S&P Global commodity long-term forecast (April 2020).
Plant recovery assumptions are based on metallurgical test work completed to date at Mintek Laboratories (South Africa) under the supervision
of DRA. Refer to JORC Table 1 in the ASX/JSE releases 15 November 2017, 8 February 2018, 1 March 2018, 12 June 2018, 22 October 2018 and
31 October 2019.
5 Ore Reserve reported in ASX/JSE release of 26 June 2019: “Prieska BFS – Long life, high margin project” available to the public on www.orionminerals.
com.au/investors/ asx-jse-announcements. Competent Person: Orion’s Ore Reserve: Mr William Gillespie. Orion confirms it is not aware of any
new information or data that materially affects the information included above. For the Ore Reserves, the Company confirms that all material
assumptions and technical parameters underpinning the estimates in the ASX release of 26 June 2019 continue to apply and have not materially
changed. Orion confirms that the form and context in which the Competent Person’s findings are presented here have not materially changed.
45
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Ore Reserves and Mineral Resource Statement continued
Prieska Project Ore Reserves Estimate (Effective Date: 20 April 2020)3
Ore
Reserve
classification
Tonnage
(Mt)
Probable
Probable
Probable
0.5
14.0
14.5
Deposit
+105 Level
Deep
Sulphide
Total
Cu
Metal
tonnes
(Kt)
7
146
153
Zn
Cu equivalent2
Grade
(%)
Metal
tonnes
(Kt)
Grade
(%)
Metal
tonnes
(Kt)
Grade
(%)
1.5
1.0
1.1
16
446
462
3.3
3.2
3.2
11
248
259
2.3
1.8
1.8
Project Ore Reserves calculated using financial assumptions and modifying factors stated in the study. Tonnes are rounded
to thousands, which may result in rounding errors.
Mineral Resource and Ore Reserve Annual Comparison for the Prieska Project
Prieska Project Mineral Resource and Ore Reserve Annual Comparison
Prieska Project
Financial year
July 2019 – June 2020
July 2021 – June 2022
Tenement
Mineral
Resource Classification
Tonnage
(Mt)
Probable Ore Reserve
Indicated Mineral Resource
Deep
Sulphide
Inferred Mineral Resource
Probable Ore Reserve
14.0
18.5
10.2
0.5
Zn
(%)
Tonnage
(Mt)
Cu
(Kt)
Zn
(%)
Refer
ASX
release
3.2
3.6
4.1
3.3
No material change
26 May 2020
No material change
18 Dec 2019
No material change
9 Apr 2018
18 Dec 2018
No material change
26 Jun 2019
Cu
(Kt)
1.0
1.2
1.1
1.5
PCZM and
Vardocube
+105m
Level
Indicated Mineral Resource
0.6
1.5
3.1
No material change
Inferred Mineral Resource
1.1
1.4
1.4
No material change
Mineral Resources are inclusive of Ore Reserves
8 Feb 2018
15 Jan 2019
8 Feb 2018
15 Jan 2019
Probable Ore Reserve
Indicated Mineral Resource
14.5
19.1
1.1
1.2
3.2
3.6
No material change
26 May 2020
No material change
15 Jan 2019
Totals
Inferred Mineral Resource
11.3
1.2
3.8
No material change
8 Feb 2018
15 Jan 2019
The Mineral Resources are inclusive of Ore Reserves.
COMPETENT PERSONS’ STATEMENTS – PRIESKA PROJECT
The information in this report that relates to Exploration Results is not in contravention of the 2012 Edition of the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) and has been compiled
and assessed under the supervision of Mr Errol Smart, Orion’s Managing Director. Mr Smart (PrSciNat) is registered with the
South African Council for Natural Scientific Professionals, a Recognised Overseas Professional Organisation (RPO) for JORC
purposes and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration
and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the JORC Code.
Mr Smart consents to the inclusion in this report of the matters based on his information in the form and context in which it
appears.
The information in this report that relates to Mineral Resources is not in contravention of the JORC Code and has been
compiled and assessed under the supervision of Mr Sean Duggan, a Director and Principal Analyst at Z Star Mineral
Resource Consultants Proprietary Limited. Mr Duggan (PrSciNat) is registered with the South African Council for Natural
Scientific Professionals (Registration No. 400035/01), a RPO for JORC purposes and has sufficient experience that is relevant
to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a
46
ORION MINERALS 2022 Competent Person as defined in the 2012 Edition of the JORC Code. Mr Duggan consents to the inclusion in this report of
the matters based on his information in the form and context in which it appears.
The information in this report that relates to the Ore Reserves is based on mining-related information incorporated under
the supervision of Mr William Gillespie, a Competent Person who is a fellow of the Institute of Materials, Minerals and Mining
(IMMM), a Recognised Overseas Professional Organisation, (RPO). Mr Gillespie takes overall responsibility for the Ore Reserve
aspects of the release as Competent Person. Mr Gillespie is an employee of A & B Global Mining Consultants Proprietary
Limited which contracts to Orion. Mr Gillespie has sufficient experience that is relevant to the type of mining and type of
deposit under consideration and to the activities being undertaken to qualify as a Competent Person as defined in the
2012 Edition of the JORC Code. Mr Gillespie consents to the inclusion in this report of the matters based on his information in
the form and context in which it appears.
The information in this report that relates to the metallurgy and processing plant information incorporated under supervision
of Mr John Edwards, a Competent Person, who is a Fellow of the South African Institute of Mining and Metallurgy (SAIMM),
a RPO. Mr Edwards is an employee of METC Engineering Limited, which provides consulting services to Orion. Mr Edwards
has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the
activity being undertaken to qualify as a Competent Person as defined by the 2012 Edition of the JORC Code. Mr Edwards
consents to the inclusion of the report of the matters based on his information in the form and context in which it appears.
JACOMYNSPAN PROJECT MINERAL RESOURCES
The Mineral Resource Estimate for the Jacomynspan Prospect in the Namaqua-Disawell Project is as reported in the
2018 annual report. There are no material changes to the estimate.
A maiden Mineral Resource Estimate, based on drilling data from 1971 to 2012, reported at a 0.4% Ni cut-off grade gives
6.8Mt @ 0.57% Ni, 0.33% Cu, 0.03% Co, 0.19g/t Pt, 0.12g/t Pd and 0.087g/t Au at a 0.4% Ni cut-off (refer ASX/JSE release
8 March 2018). The Mineral Resources for the Jacomynspan Project were previously reported (refer to ASX release
14 July 2016) in accordance with the SAMREC Code (2007) as a “qualifying foreign resource estimate” as defined in
the ASX Listing Rules.
The Mineral Resources have subsequently been reassessed by the MSA Group Proprietary Limited on behalf of the
Company and reported in compliance with the JORC Code, 20126.
Mineral Resource
Mineral Resource Grade-Tonnage Table for the Jacomynspan Project at a 0.40% Ni cut-off grade
Ni
Cu
Co
Pt
Pd
Au
Classification
Indicated
Inferred
Cut-off
%Ni
Volume
(m3)
Tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
0.4
584,000 1,780,000
0.55 10,000
0.29 5,000
0.03 1,000
0.17 10,000
0.11 6,000
0.07 4,000
0.4 1,647,000 5,056,000
0.58 29,000
0.35 18,000
0.03 1,000
0.19 31,000
0.13 21,000
0.07 11,000
Indicated Mineral Resource for the Jacomynspan Project at various Ni cut-off grades
Ni
Cu
Co
Pt
Pd
Au
Cut-off
%Ni
0.20
0.25
0.30
0.40
0.50
Volume
(m3)
Tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
11,252,000
33,000,000
0.26 86,000
0.18 58,000
0.02 6,000
0.10 101,000
0.05 53,000
0.04 44,000
4,205,000
12,393,000
0.32 40,000
0.20 25,000
0.02 3,000
0.11 45,000
0.06 25,000
0.05 19,000
1,501,000
4,461,000
0.42 19,000
0.24 11,000
0.02 1,000
0.14 20,000
0.08 12,000
0.05 8,000
584,000
284,000
1,780,000
0.55 10,000
0.29 5,000
0.03 1,000
0.17 10,000
0.11 6,000
0.07 4,000
872,000
0.66 6,000
0.37 3,000
0.04
300
0.16 5,000
0.11 3,000
0.07 2,000
Note: Mineral Resource stated at 0.4% cut-off.
6
Mineral Resource for Jacomynspan reported in ASX/JSE release of 8 March 2018: “Modelling confirms targets surrounding Jacomynspan Intrusive”
available to the public on http://www.orionminerals.com.au/investors/asx-jse-announcements/. Competent Person Mineral Resource: Mr Jeremy
Witley. Orion confirms it is not aware of any new information or data that materially affects the information included above. The Company confirms
that all material assumptions and technical parameters underpinning the estimates in the original release continue to apply and have not materially
changed. Orion confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified.
47
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Ore Reserves and Mineral Resource Statement continued
Inferred Mineral Resource for the Jacomynspan Project at various Ni cut-off grades
Ni
Cu
Co
Pt
Pd
Au
Cut-off
%Ni
0.20
0.25
0.30
0.40
0.50
Volume
(m3)
Tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
Grade
(%)
Metal
tonnes
11,022,000
32,304,000
0.29 94,000
0.20 63,000
0.02 6,000
0.10 108,000
0.06 60,000
0.04 44,000
3,974,000
11,863,000
0.42 49,000
0.26 31,000
0.02 2,000
0.15 55,000
0.09 34,000
0.05 20,000
2,303,000
1,647,000
7,008,000
0.52 36,000
0.31 22,000
0.02 2,000
0.19 42,000
0.12 27,000
0.06 14,000
5,056,000
0.58 29,000
0.35 18,000
0.03 1,000
0.19 31,000
0.13 21,000
0.07 11,000
982,000
3,041,000
0.67 20,000
0.41 13,000
0.03 1,000
0.17 16,000
0.12 11,000
0.07 7,000
Note: Mineral Resource stated at 0.4% Ni cut-off.
Mineral Resource Annual Comparison for the Jacomynspan Prospect
Namaqua-Disawell Project Mineral Resource and Ore Reserve Annual Comparison
Jacomynspan Project 2022
Financial year
July 2017 – June 2018
July 2021 – June 2022
Tenement
Mineral
Resource
Classification
Tonnage
(Mt)
Ni
(%)
Cu
(%)
Co
(%)
Pt
(g/t)
Pd
(g/t)
Tonnage
(Mt)
Ni
(%)
Cu
(%)
Refer
ASX
release
Namaqua-
Disawell
Jacomynspan
Indicated Mineral Resource
Inferred Mineral Resource
Indicated Mineral Resource
Inferred Mineral Resource
1.78
5.06
1.78
5.06
0.6
0.6
0.6
0.6
0.3 0.03
0.4 0.03
0.3 0.03
0.4 0.03
0.2
0.2
0.2
0.2
0.1 No material change
8 Mar 2018
0.1 No material change
8 Mar 2018
2.6 No material change
8 Mar 2018
3.8 No material change
8 Mar 2018
Competent Person’s Statement – Jacomynspan Project
The information in this report that relates to the Mineral Resource at the Jacomynspan Project is based on information
compiled by Mr Jeremy Charles Witley (BSc Hons, MSC (Eng.)), a Competent Person who is registered with the South African
Council for Natural Scientific Professionals (Registration No. 400181/05), a RPO, included in a list posted on the ASX website from
time to time. Mr Witley is a Principal Resource Consultant at the MSA Group Proprietary Limited and a consultant to Orion.
Mr Witley has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and
to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Witley consents to the inclusion in the report of the
matters based on his information in the form and context in which it appears.
New Okiep Mining Project Mineral Resource
Maiden Mineral Resource Estimates were reported in FY2021 for the New Okiep Mining Project. The Mineral Resource Estimates
are classified and reported in terms of the JORC Code, 2012 guidelines. Flat Mine North (FMN), Flat Mine South (FMS) and
Flat Mine East (FME) Mineral Resources were released on 10 February 2021; with Jan Coetzee, Flat Mine Nababeep and
Nababeep Kloof Mineral Resources announced on 29 March 2021. The estimates are tabulated below with a combined total.
Okiep Project Maiden Mineral Resource Estimates
Total Mineral Resource Estimate for the Flat Mines Area of the Okiep Project (0.7% Cu cut-off)7
Effective Date: 29 March 2021
Mine/Prospect
Flat Mine East
Flat Mine North
Flat Mine South
Flat Mine (Nababeep)
Jan Coetzee Mine
Nababeep Kloof Mine
Total
48
Measured
Indicated
Mt
3.166
0.339
–
–
–
–
3.505
% Cu
1.43
1.27
–
–
–
–
1.41
t Cu
45,000
4,300
–
–
–
–
49,300
Mt
0.80
0.97
3.32
–
–
–
5.00
% Cu
1.11
1.50
1.41
–
–
–
1.38
t Cu
8,900
14,600
45,600
–
–
–
69,000
Inferred
% Cu
–
–
0.8
1.4
1.4
1.2
1.3
Mt
–
–
0.4
1.0
1.0
0.5
3.0
t Cu
–
–
3,000
15,000
14,000
6,000
38,000
ORION MINERALS 2022 Mineral Resource Annual Comparison for the Okiep Prospect
Okiep Copper Project Mineral Resource and Ore Reserve Annual Comparison
Okiep Project
Financial year
July 2020 – June 2021
July 2021 – June 2022
Tenement
Okiep
Copper
Project
Mineral
Resource
Flat Mine
East
Flat Mine
North
Flat Mine
South
Flat Mine
(Nababeep)
Jan Coetzee
Mine
Nababeep
Kloof Mine
Classification
Measured Mineral Resource
Indicated Mineral Resource
Measured Mineral Resource
Indicated Mineral Resource
Indicated Mineral Resource
Inferred Mineral Resource
Inferred Mineral Resource
Inferred Mineral Resource
Inferred Mineral Resource
Tonnage
(Mt)
3.17
0.80
0.34
0.97
3.32
0.4
1.0
1.0
0.5
Mineral Resources are inclusive of Ore Reserves
Cu
(%)
1.43
1.11
1.27
1.50
1.41
0.8
1.4
Cu
(Kt)
45.3
8.9
4.3
14.6
45.6
3.0
15.0
Tonnage
(Mt)
Cu
(%)
Cu
(Kt)
Refer
ASX
release
No material change
10 Feb 2021
No material change
10 Feb 2021
No material change
10 Feb 2021
No material change
10 Feb 2021
No material change
10 Feb 2021
No material change
10 Feb 2021
No material change
29 Mar 2021
1.4
14.0
No material change
29 Mar 2021
1.2
6.0
No material change
29 Mar 2021
Measured Mineral Resource
3.51
1.41
49.3
No material change
Totals
Indicated Mineral Resource
5.00
1.38
69.0
No material change
Inferred Mineral Resource
3.0
1.3
38.0
No material change
10 Feb 2021
29 Mar 2021
10 Feb 2021
29 Mar 2021
10 Feb 2021
29 Mar 2021
Competent Person’s Statement – New Okiep Mining Project
The information in this report that relates to Orion’s Mineral Resource for Jan Coetzee, Flat Mine Nababeep and Nababeep
Kloof mines at the Okiep Copper Project complies with the 2012 Edition of the Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves (JORC Code) and has been compiled and assessed under the supervision of
Dr Deon Vermaakt. Dr Vermaakt (PrSciNat) is registered with the South African Council for Natural Scientific Professionals
(Registration No. 400020/00), an RPO for JORC purposes. Dr Vermaakt has sufficient experience that is relevant to the style
of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent
Person as defined in the 2012 Edition of the JORC Code. Dr Vermaakt consents to the inclusion in this announcement of the
matters based on his information in the form and context in which it appears.
The information in this report that relates to Orion’s Mineral Resource for FMN, FMS and FME complies with the latest
Edition of the JORC Code and has been compiled and assessed under the supervision of Dr Dion Brandt, Concession
Creek Consulting CC. Dr Brandt (PrSciNat) is registered with the South African Council for Natural Scientific Professionals
(Registration No. 400024/12), an RPO for JORC purposes. Dr Brandt has sufficient experience that is relevant to the style of
mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent
Person as defined in the 2012 Edition of the JORC Code. Dr Brandt consents to the inclusion in this report of the matters
based on his information in the form and context in which it appears.
7
Mineral Resource for Nababeep, Jan Coetzee and Nababeep Kloof mines reported in ASX/JSE release of 29 March 2021: “Additional Mineral
Resource Estimate for the Okiep Copper Prospect, Flat Mines” available to the public on http://www.orionminerals.com.au/investors/asx-jse-
announcements/. Competent Person Mineral Resource: Dr Deon Vermaakt. Orion confirms it is not aware of any new information or data that
materially affects the information included above. The Company confirms that all material assumptions and technical parameters underpinning
the estimates in the original release continue to apply and have not materially changed. Orion confirms that the form and context in which the
Competent Person’s findings are presented have not been materially modified.
Mineral Resource for FMN, FMS and FME reported in ASX/JSE release of 10 February 2021: “Orion reports maiden JORC Mineral Resource for the Okiep
Copper Complex, Flat Mines” available to the public on http://www.orionminerals.com.au/investors/asx-jse-announcements/. Competent Person
Mineral Resource: Dr Dion Brandt. Orion confirms it is not aware of any new information or data that materially affects the information included above.
The Company confirms that all material assumptions and technical parameters underpinning the estimates in the original release continue to apply
and have not materially changed. Orion confirms that the form and context in which the Competent Person’s findings are presented have not been
materially modified.
ORION MINERALS Annual Report 2022
49
01 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Corporate
The Company recorded a loss of $15.53 million for the
year ended 30 June 2022. The result is driven primarily by
exploration expenditure incurred of $10.91 million which,
under Orion’s deferred exploration, evaluation and
development policy, did not qualify to be capitalised
and was expensed finance income of $3.04 million
principally related to interest receivable on the Company’s
investment in preference shares, issued to the Company
(through its subsidiary Agama Exploration & Mining (Pty)
Ltd) by Prieska Resources Pty (Ltd) (Prieska Resources),
to partly fund the acquisition by Prieska Resources of a
20% interest in the Company’s subsidiary, PCZM.
Net cash used in operating activities and investing
activities totalled $17.98 million and included payments
for exploration and evaluation of $13.21 million. Orion
continues to focus strongly on the development of its
Prieska Project, Okiep Copper Project and exploration
and development within its Areachap Belt projects in
South Africa.
Cash on hand as at 30 June 2022 was $4.29 million.
Following year-end, in July 2022, Orion received $0.5 million
in cash, from receipt of funds from investors for Tranche
1 commitments of the capital raising, announced by
Orion in June 2022. In August 2022, Orion also received
$2.9 million in cash, from receipt of funds from Tranche 2 of
capital raising, following receipt of shareholder approval,
at a general meeting of Orion shareholders. In addition,
in August 2022, Orion received $1.35 million in cash, from
receipt of funds from a share purchase plan (SPP).
TRIPLE FLAG US$87 MILLION FUNDING
PACKAGE
In May 2022, Orion took a pivotal step towards the
development of its flagship Prieska Project in South
Africa’s Northern Cape Province after signing non-binding
term sheets with TF R&S Canada Ltd. and Triple Flag
International Ltd. (together Triple Flag), for a US$87 million
secured funding package.
Non-binding term sheets have been signed with Triple
Flag and are now being advanced under exclusivity to
definitive agreements (expected in Q4 CY2022), with
the funding package planned to underpin the Early
Production Scenario for the Prieska Project announced
in January (refer ASX/JSE release 20 January 2022). This
includes a plan to bring forward production from the open
pit while dewatering the underground mine in preparation
for long-term operations.
The contemplated funding package comprises two
components, being a precious metal stream (Precious
Metal Stream) and additional early funding (Funding
Arrangement).
50
The Precious Metal Stream comprises US$80 million
(~$110 million) of funding to be drawn down in tranches,
alongside other bank and/or third-party funding during
mine development. Orion will also receive payments of
10% of the value of delivered payable precious metal paid
at spot LME pricing at the time of delivery.
The proposed stream rates for gold and silver to be
delivered under the stream agreement are 84% of
“Payable Gold” until 94.3k ounces of gold are delivered
under the stream agreement, and 84% of “Payable Silver”
until 5,710k ounces of silver are delivered, with each stream
rate reducing to 50% after the respective milestones.
Orion and Triple Flag have also entered into a term
sheet for an additional $10 million Funding Arrangement,
with such funding to be made available to Orion to
complete the current early mining Feasibility Study (refer
ASX/JSE release 20 January 2022) and to commence
dewatering of the mine.
In addition to the completion of due diligence and
entering into a definitive agreement, the Funding
Arrangement drawdown will be conditional on Orion
securing an additional $20 million funding to execute the
agreed work focused on early dewatering. The additional
$20 million may be secured as equity or other funding
arrangement satisfactory to Triple Flag.
Under each of the Precious Metal Stream and Funding
Arrangement, PCZM and other obligors will agree to
grant a first ranking security in favour of Triple Flag over
certain assets and claims, with the security in respect of
the Precious Metal Stream to be subordinated to Prieska
Project financiers.
The term sheets are non-binding other than in respect
of confidentiality, exclusivity until 31 January 2023 and
transaction costs (amount payable to Triple Flag capped
at US$0.5 million).
A summary of the material terms of the Precious Metal
Stream and Funding Arrangement are provided in
Appendices 1 and 2 of the 9 May 2022 ASX/JSE release.
CAPITAL RAISING
On 22 June 2022, the Company announced a capital
raising to raise up to $20 million at 2.0 cents per Share, to
underpin the next phase of development of its portfolio
of advanced base metal assets in South Africa’s Northern
Cape Province.
Given the significant volatility experienced in global
financial markets since the time the capital raising was
announced, the raising is being undertaken in three
tranches with first commitments received for the first
two tranches (~$6 million). Discussions with potential
participants in Tranche 3 are continuing.
ORION MINERALS 2022 The three tranches of the placement are summarised
below:
z Tranche 1: in June 2022 and July 2022, the Company
issued a total of 156 million Shares at an issue price
of 2.0 cents (being ZAR22 cents) to raise $3.1 million
(together with one free attaching unlisted option
for each two Shares issued, with an exercise price of
2.5 cents (being ZAR27.5 cents) and an expiry date
of 30 June 2023 (Options)), using the Company’s
15% placement capacity under ASX Listing Rule 7.1
(Placement One);
z Tranche 2: the Company raised $2.9 million through the
issue of 145 million Shares at an issue price of 2.0 cents
(being ZAR22 cents) per Share (together with one free
attaching Option for each two Shares issued on the
terms set out below), including $2 million from Orion
non-executive Director Tom Borman and $0.2 million
from Orion’s Chairman Denis Waddell (Placement
Two); and
z Tranche 3: the Company may issue up to an additional
699 million Shares at an issue price of 2.0 cents (being
ZAR22 cents) per Share to raise up to $14 million
(shareholder approval received at a general meeting
held on 18 August 2022) (Placement Three). There are
no Options attaching to any Shares that comprise
Placement Three. Orion reserves the right to accept
oversubscriptions.
In addition to the capital raising and working closely with
Triple Flag, the Company is also continuing to progress
discussions with banks, leading development financing
agencies, and other financing institutions, in relation to
funding the development of PCZM. Importantly, very
positive progress has also recently been made towards a
funding package with a leading development financing
agency following an extended period of due diligence
and negotiations.
The successful completion of the capital raising, together
with other funding sources, will put the Company in a
strong position to progress towards development of its key
near-term production assets in the second half of 2022,
helping to realise its vision of becoming a fully-integrated
producer of future-facing metals in South Africa’s Northern
Cape Province.
Share Purchase Plan
In addition to the capital raising announced on
22 June 2022, Orion also announced a share purchase
plan (SPP) providing shareholders an opportunity to
increase their shareholding in the Company at the same
offer price as the Shares issued under the capital raising
(refer above).
Under the SPP, Eligible Shareholders could subscribe for new
Shares in parcels starting from $2,000 (or ZAR20,000), up to
a maximum of $30,000 (approximately ZAR330,000), at an
issue price of 2.0 cents (ZAR22 cents) per Share, without
incurring brokerage or transaction costs.
The SPP opened on 28 June 2022 and closed on
12 August 2022 and on 22 August 2022, the Company
issued 67.3 million Shares under the SPP at an issue price of
2.0 cents per Share (ZAR22 cents), raising $1.35 million.
The SPP attracted strong support from shareholders,
particularly those in South Africa, which was a pleasing
result given the volatility experienced in global financial
markets and commodity prices during the SPP offer period.
SPECIALIST BATTERY PRODUCT REFINERY
FACILITY – STRATEGA METALS AGREEMENT
Also in May 2022, Orion achieved a significant milestone in
its strategy to create a fully-integrated base metal mining
and processing business, producing high-value metals for
the fast-growing battery materials sector, after entering
into a term sheet that could see it acquire a cornerstone
interest in a future base metal refining facility in the Northern
Cape region of South Africa.
The term sheet contains binding exclusivity arrangements
through which Stratega Metals (Pty) Ltd (Stratega) will
undertake technical due diligence, including amenability
test work, for the use of carbo-chloro metal vapour
extraction technology (CCMVT) for base metal refining of
polymetallic concentrates produced from Orion’s Northern
Cape projects (refer ASX/JSE release 9 May 2022).
During this 90-day exclusivity period, Orion is entitled
to conduct amenability test work and due diligence,
and during which Stratega and Orion may enter into a
comprehensive earn-in agreement under which Orion
may earn a 75% ownership in Stratega, by funding
the establishment of a bespoke test work facility and
demonstration plant, to be located at Orion’s PCZM site.
Stratega has secured licencing from TCM Research Ltd
(TCM Research) to use TCM Research’s proprietary CCMVT
technology. The CCMVT refining process promises very
attractive characteristics including:
z A dry process using no water;
z Low energy consumption amenable to renewable
energy power supply;
z Near zero emissions – only minor non-toxic waste
products;
z Small compact plant with very small footprint; and
z Production of metal products that trade at significant
premiums to contained metal targeting the battery
and specialist chemical industries.
51
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW Corporate continued
The CCMVT process is a derived from the modification
of well-established refining technology used at refineries
such as Vale’s Sudbury Refinery in Canada, Norilsk Nickel
Refinery in Russia and Jinchuan Metals in China. The key
reaction in CCMVT uses carbonyl (carbon monoxide),
which is harvested from air and recycled within a sealed,
pressurised reactor vessel and circuit then feeding to
distillation vessels to recover separated refined carbonyl
metal powders.
ANGLO AMERICAN SEFA MINING FUND –
LOAN
In November 2015, PCZM (a 70% owned subsidiary of
Orion) and Anglo American sefa Mining Fund (AASMF)
entered into a ZAR14.25 million loan agreement for the
further exploration and development of the Prieska Project
(Loan Facility). Under the terms of the Loan Facility, on
1 August 2017, AASMF advanced ZAR14.25 million to PCZM.
The key terms of the Loan Facility are:
z Loan amount: ZAR14.25 million (~$1.27 million);
z Interest rate: Prime lending rate in South Africa; and
z Security: 29.17% of the shares held in PCZM by Agama
Exploration and Mining (Pty) Ltd (a wholly owned
subsidiary of Orion), have been pledged as security to
AASMF for the performance by PCZM of its obligations
in terms of the Loan Facility.
As at 30 June 2022, the balance of the Loan Facility was
ZAR21.86 million (~$1.96 million) (including capitalised
interest). PCZM and AASMF are currently in negotiations
to agree and settle a repayment plan in relation to the
Loan Facility.
OKIEP COPPER PROJECT – KEY ACQUISITION
DETAILS
In August 2021, Orion exercised its exclusive option
to acquire a controlling interest in the majority of the
properties comprising the OCP.
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
52
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 (~$7.1 million) (Purchase
Consideration), to be settled as to ZAR18.4 million in
cash and ZAR58.1 million in Orion Shares (Shares)
(Orion Consideration Shares). The issue price of the Orion
Consideration Shares will be equal to the 30-day volume
weighted average price 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 of ASX/JSE release
2 August 2021).
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
(~$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 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.
Refer to the Okiep Copper Project Section for further
information in relation to the Okiep Project.
O’OKIEP COPPER COMPANY DATABASE
– KEY ACQUISITION DETAILS
In August 2021, Orion also exercised a separate option
(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.
ORION MINERALS 2022 The aggregate purchase price paid by Orion to the
O’Okiep (Okiep) Copper Company Proprietary Limited,
O’Okiep Australia Pty Ltd and N7 Transport CC during the
financial year, for the mining and exploration data and
premises following Orion’s exercise of the Data Option
(Data Option Purchase Price) was ZAR24.5 million. An
amount of ZAR4 million paid in cash and an amount of
ZAR20.5 million was settled by the issue of Orion Shares
at an issue price of $0.034 per Share. The Data Option
Purchase Price payable in respect of the mining and
exploration data was reduced by the option fee of
ZAR1.0 million and adjusted to account for certain
expenses, rates, taxes and levies incurred up to the date
of registration of the transfer.
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.
JACOMYNSPAN SALE AGREEMENT
During the March 2022 Quarter, the Company reached
an agreement to extend the final completion deadline
date of a previously announced transaction to acquire
the remaining vendor interests at its highly prospective
Jacomynspan Nickel-Copper-PGE Project, located 65km
north of its Prieska Copper-Zinc-Project in South Africa
(Jacomynspan Project).
The Company and the other current shareholders in
the Jacomynspan Project have extended the date by
which the agreement must become unconditional from
30 April 2022 to 29 Sep 2022, with the extension providing
additional time for the parties to discuss a potential
expanded and revised transaction whereby additional
prospective Southern African nickel projects may be
combined with the Jacomynspan Project (refer ASX/JSE
release 4 March 2022).
53
ORION MINERALS Annual Report 202201 CORPORATE PROFILE04 FINANCIAL STATEMENTS02 LEADERSHIP04 FINANCIAL STATEMENTS03 BUSINESS REVIEW 4
s
t
n
e
m
e
t
a
t
S
l
i
a
c
n
a
n
F
i
54
ORION MINERALS 2022 Directors’ report
Auditor’s independence declaration
Consolidated statement of profit or loss and
other comprehensive income
Consolidated statement of financial
position
Consolidated statement of cash flows
Consolidated statement of changes in
equity
Notes to financial statements
Directors’ declaration
Independent auditor’s report
Additional ASX information
56
75
76
77
78
79
80
117
118
122
55
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS Directorships
of other listed
companies
Other roles
held during
the year
None
Member of
the Audit
Committee
Chief
Executive
Officer
Member of
the Audit
Committee
---
Directors’ Report
Your directors submit their report for the year ended 30 June 2022.
BOARD OF DIRECTORS
Director
Designation
Qualifications, experience and expertise
Non-
executive
Chairman
Denis
Waddell
Appointed
27 February
2009
ACA, FAICD
Mr Waddell is a Chartered Accountant with extensive experience in
the management of exploration and mining companies. Mr
Waddell founded Tanami Gold NL in 1994 and was involved with the
Company as Managing Director and then Chairman and Non-
Executive Director until 2012. Prior to founding Tanami Gold NL, Mr
Waddell was the Finance Director of the Metana Minerals NL group.
During the past 37 years, Mr Waddell has gained considerable
experience in corporate finance and operations management of
exploration and mining companies.
Managing
Director
Errol Smart
Appointed
26
November
2012
BSc(Hons) Geology (University of Witwatersrand)
None
NHD Economic Geology (Technikon Witwatersrand)
(PrSciNat)
Thomas
Borman
Appointed
16 April 2019
Non-
executive
Director
Mr Smart is a geologist, registered with the South African Council of
Natural Scientific Professionals, a Recognised Overseas Professional
Organisation in terms of the 2012 Edition of the Australasian Code
for Reporting of Exploration Results, Mineral Resources and Ore
Reserves (JORC) purposes. Mr Smart has 30 years of industry
experience across all aspects of exploration, mine development
and operations with experience in precious and base metals. Mr
Smart has held positions in Anglogold, Cluff Mining, Metallon Gold,
Clarity Minerals, LionGold Corporation and African Stellar
Holdings. Mr Smart’s senior executive roles have been on several
boards of companies listed on both the TSX and ASX and currently
serves as a Director on the Board of the Mineral Council South Africa.
BCom (Hons) (University of Pretoria)
None
Mr Borman is a respected and highly experienced global mining
executive who served more than 11 years working for the BHP Billiton
Group in various senior managerial roles, including that of Chief
Financial Officer of an Australian-listed mining company. He also
held senior roles in strategy and business development, and served
as the project manager for the merger integration transaction
between BHP Limited and Billiton.
After leaving BHP Billiton in 2006, Mr Borman joined Warrior Coal
Investments (Proprietary) Limited, where he formed part of the
executive team which established and consolidated the portfolio of
assets which became the Optimum Group of companies. Optimum
listed on the Johannesburg Stock Exchange in 2010 and was
subsequently acquired by Glencore for R8.5 billion in March 2012.
56
ORION MINERALS 2022
Directors’ Report
BOARD OF DIRECTORS
Your directors submit their report for the year ended 30 June 2022.
Directors’ Report (continued)
Director
Designation
Qualifications, experience and expertise
Directorships
of other listed
companies
Other roles
held during
the year
Directorships
Other roles
of other listed
held during
companies
the year
None
Godfrey
Gomwe
Appointed
16 April 2019
Non-
executive
Director
Non-
executive
Director
Alexander
Haller
Appointed
27 February
2009
Mark Palmer
Appointed
31 January
2018
Non-
executive
Director
Director
Designation
Qualifications, experience and expertise
Non-
ACA, FAICD
executive
Chairman
Denis
Waddell
Appointed
27 February
2009
Mr Waddell is a Chartered Accountant with extensive experience in
the management of exploration and mining companies. Mr
Waddell founded Tanami Gold NL in 1994 and was involved with the
Company as Managing Director and then Chairman and Non-
Executive Director until 2012. Prior to founding Tanami Gold NL, Mr
Waddell was the Finance Director of the Metana Minerals NL group.
During the past 37 years, Mr Waddell has gained considerable
experience in corporate finance and operations management of
exploration and mining companies.
Errol Smart
Managing
BSc(Hons) Geology (University of Witwatersrand)
None
Director
NHD Economic Geology (Technikon Witwatersrand)
(PrSciNat)
Appointed
26
November
2012
Non-
BCom (Hons) (University of Pretoria)
None
Thomas
Borman
Appointed
16 April 2019
executive
Director
Mr Smart is a geologist, registered with the South African Council of
Natural Scientific Professionals, a Recognised Overseas Professional
Organisation in terms of the 2012 Edition of the Australasian Code
for Reporting of Exploration Results, Mineral Resources and Ore
Reserves (JORC) purposes. Mr Smart has 30 years of industry
experience across all aspects of exploration, mine development
and operations with experience in precious and base metals. Mr
Smart has held positions in Anglogold, Cluff Mining, Metallon Gold,
Clarity Minerals, LionGold Corporation and African Stellar
Holdings. Mr Smart’s senior executive roles have been on several
boards of companies listed on both the TSX and ASX and currently
serves as a Director on the Board of the Mineral Council South Africa.
Mr Borman is a respected and highly experienced global mining
executive who served more than 11 years working for the BHP Billiton
Group in various senior managerial roles, including that of Chief
Financial Officer of an Australian-listed mining company. He also
held senior roles in strategy and business development, and served
as the project manager for the merger integration transaction
between BHP Limited and Billiton.
After leaving BHP Billiton in 2006, Mr Borman joined Warrior Coal
Investments (Proprietary) Limited, where he formed part of the
executive team which established and consolidated the portfolio of
assets which became the Optimum Group of companies. Optimum
listed on the Johannesburg Stock Exchange in 2010 and was
subsequently acquired by Glencore for R8.5 billion in March 2012.
Member of
the Audit
Committee
Chief
Executive
Officer
Member of
the Audit
Committee
---
Bachelor Accountancy (Hons) (University of Zimbabwe)
AECI limited
Econet
Wireless
Zimbabwe
Limited
Masters Business Leadership (University of South Africa)
CA (Zimbabwe)
Mr Gomwe has extensive experience as an executive in metals and
mining industries. Mr Gomwe is the former Chief Executive Officer of
Anglo American plc’s Thermal Coal business, whose responsibilities
included oversight over Anglo’s Manganese interests in the joint
venture with BHP.
Previously Executive Director of Anglo American South Africa until
August 2012, Mr Gomwe’s Anglo American career included roles as
Head of Group Business Development Africa, Finance Director and
Chief Operating Officer of Anglo American South Africa and
Chairman and Chief Executive of Anglo American Zimbabwe
Limited. Mr Gomwe also served on a number of its Executive
Committees and Operating Boards which included Kumba Iron Ore,
Anglo American Platinum, Highveld Steel & Vanadium and Mondi
South Africa, the latter two in the capacity of Chairman.
BSc Economics
None
Mr Haller is a principal of Zachary Asset Holdings. Previously, Mr Haller
worked in the corporate finance division at JPMorgan Chase,
advising on corporate mergers and acquisitions as well as financing
in both the equity and debt capital markets.
BSc Mining Geology (Cardiff University)
None
Mr Palmer has 14 years’ experience working with entities in Australia,
including 8 years with Dominion Mining. In 1994 Mr Palmer joined NM
Rothschild & Sons Limited in the London mining project finance team
assessing mines and projects globally. In 1997, Mr Palmer moved to
the investment banking team at UBS to focus on global mergers and
acquisitions, equity and debt financing in the mining sector. Mr
Palmer ran the EMEA mining team at UBS for 8 years. Mr Palmer
joined Tembo Capital as Investment Director in 2015.
Chairman
of the Audit
Committee
Member of
the Audit
Committee
---
57
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Directors’ Report (continued)
COMPANY SECRETARY
The name and details of the Company Secretary in office during the financial year and until the date of this
report is as follows:
Name
Experience and qualifications
Martin
Bouwmeester
Company
Secretary
(Appointed 1 April
2016)
Bachelor Business (Accounting) (La Trobe University)
FCPA (Aust.)
Mr Bouwmeester is highly experienced in exploration, mine development and
operations and was Chief Financial Officer, Company Secretary and Business
Development Manager of Perseverance Corporation Limited. Martin was a key
member of the team that evaluated the sulphide mineralisation at the Fosterville Gold
Mine; an initiative that led to the discovery and definition of more than 3M ounces of
gold and the funding for the development of the mine and processing plant to exploit
those resources. Martin also holds the position of Group Chief Financial Officer.
CORPORATE STRUCTURE
Orion Minerals Ltd (Orion or Company) is a company limited by shares that is incorporated and domiciled in
Australia. The Company has prepared a consolidated financial report incorporating the entities that it
controlled during the financial year, including those newly acquired (referred to as the Group).
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
The principal activity of the Group during the year was exploration, evaluation and development of base metal,
gold and platinum-group element projects in South Africa (Areachap Belt and Okiep Copper Complex,
Northern Cape). The Company also holds interests in the Fraser Range Nickel-Copper and Gold Project in
Western Australia and the Walhalla Project in Victoria, Australia. There were no significant changes in the nature
of the Group’s principal activities during the year.
Corporate
Results of operations – the Group
The Group recorded a loss of $15.53M (2021: $2.64M) after tax for the year. The result is driven primarily by
exploration expenditure incurred of $10.91M which, under the Group’s deferred exploration, evaluation and
development policy, did not qualify to be capitalised and was expensed, a $0.25M unrealised foreign
exchange loss and finance income of $3.04M principally related to interest receivable on the Company’s
investment in preference shares, issued to the Company (through its subsidiary Agama Exploration & Mining
(Pty) Ltd (Agama)) by Prieska Resources Pty (Ltd) (Prieska Resources).
Net cash used in operating activities and investing activities totalled $17.98M (2021: $11.02M) and included
payments for exploration and evaluation of $13.21M (2021: $6.76M). The Group continues to focus strongly on
the development of its Prieska Copper-Zinc Project in South Africa’s Areachap geological terrane, Northern
Cape (Prieska Project), the Okiep Copper Project, also in the Northern Cape and exploration within its
Areachap Projects, South Africa.
Net cash from financing activities totalled $1.85M (2021: $30.16M) and included proceeds from the issue of
ordinary shares of $2.63M (2021: $34.02M).
Cash on hand at the end of the year was $4.29M (2021: $20.55M).
The basic loss per share for the Group for the year was 0.33 cents and diluted loss per share for the Group for
the year was 0.33 cents (2021: loss per share 0.05 cents and diluted loss per share 0.05 cents). No dividend has
been paid during or is recommended for the financial year ended 30 June 2022.
58
ORION MINERALS 2022
Directors’ Report (continued)
Directors’ Report (continued)
COMPANY SECRETARY
report is as follows:
Martin
Bouwmeester
Company
Secretary
(Appointed 1 April
2016)
CORPORATE STRUCTURE
The name and details of the Company Secretary in office during the financial year and until the date of this
Name
Experience and qualifications
Bachelor Business (Accounting) (La Trobe University)
FCPA (Aust.)
Mr Bouwmeester is highly experienced in exploration, mine development and
operations and was Chief Financial Officer, Company Secretary and Business
Development Manager of Perseverance Corporation Limited. Martin was a key
member of the team that evaluated the sulphide mineralisation at the Fosterville Gold
Mine; an initiative that led to the discovery and definition of more than 3M ounces of
gold and the funding for the development of the mine and processing plant to exploit
those resources. Martin also holds the position of Group Chief Financial Officer.
Orion Minerals Ltd (Orion or Company) is a company limited by shares that is incorporated and domiciled in
Australia. The Company has prepared a consolidated financial report incorporating the entities that it
controlled during the financial year, including those newly acquired (referred to as the Group).
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
The principal activity of the Group during the year was exploration, evaluation and development of base metal,
gold and platinum-group element projects in South Africa (Areachap Belt and Okiep Copper Complex,
Northern Cape). The Company also holds interests in the Fraser Range Nickel-Copper and Gold Project in
Western Australia and the Walhalla Project in Victoria, Australia. There were no significant changes in the nature
of the Group’s principal activities during the year.
Corporate
Results of operations – the Group
The Group recorded a loss of $15.53M (2021: $2.64M) after tax for the year. The result is driven primarily by
exploration expenditure incurred of $10.91M which, under the Group’s deferred exploration, evaluation and
development policy, did not qualify to be capitalised and was expensed, a $0.25M unrealised foreign
exchange loss and finance income of $3.04M principally related to interest receivable on the Company’s
investment in preference shares, issued to the Company (through its subsidiary Agama Exploration & Mining
(Pty) Ltd (Agama)) by Prieska Resources Pty (Ltd) (Prieska Resources).
Net cash used in operating activities and investing activities totalled $17.98M (2021: $11.02M) and included
payments for exploration and evaluation of $13.21M (2021: $6.76M). The Group continues to focus strongly on
the development of its Prieska Copper-Zinc Project in South Africa’s Areachap geological terrane, Northern
Cape (Prieska Project), the Okiep Copper Project, also in the Northern Cape and exploration within its
Areachap Projects, South Africa.
Net cash from financing activities totalled $1.85M (2021: $30.16M) and included proceeds from the issue of
ordinary shares of $2.63M (2021: $34.02M).
Cash on hand at the end of the year was $4.29M (2021: $20.55M).
The basic loss per share for the Group for the year was 0.33 cents and diluted loss per share for the Group for
the year was 0.33 cents (2021: loss per share 0.05 cents and diluted loss per share 0.05 cents). No dividend has
been paid during or is recommended for the financial year ended 30 June 2022.
Business Strategies
The Company will continue to focus on exploration, evaluation and development of base metal, gold and
platinum-group element projects in South Africa (Northern Cape).
Risks to the Business
Risks to the business are rated on the basis of their potential impact on the Group as a whole after taking into
account current mitigating actions. Investors should be aware that the below list is not an exhaustive list and
that there are a number of other risks associated with an investment in the Company. The Group regularly
reviews the possible impact of these risks and seeks to minimise their impact through its internal controls, risk
management policy, and corporate governance. The following describes the principal risks and uncertainties
that could materially impact the Group:
• Capital – Each of the Group’s key exploration targets remain in the exploration and evaluation phase.
Future exploration programs require substantial levels of expenditure to ensure that Group’s tenements
are held in good standing. The Group is currently reliant on the capital and debt markets to fund its
ongoing operations and therefore any unforeseeable events in these markets may impact the Group’s
ability to finance its future exploration projects;
•
•
•
•
•
Sovereign risk – The Group’s exploration, evaluation and development activities are carried out in South
Africa and Australia. As a result, the Group is subject to political, social, economic and other
uncertainties including, but not limited to, changes in policies or the personnel administering them,
foreign exchange restrictions, changes of law affecting foreign ownership, currency fluctuations,
royalties and tax increases in that country. Other potential issues contributing to uncertainty such as
repatriation of income, exploration licensing, environmental protection and government control over
mineral properties should also be considered. Potential risk to the Group’s activities may occur if there
are changes to the political, legal and fiscal systems which might affect the ownership and operation
of the Group’s interests in South Africa. This may also include changes in exchange control systems,
expropriation of mining rights, changes in government and in legislative and regulatory regimes.
Title risk – The Group’s key projects, being the Prieska Project and the Okiep Copper Project, as well as
the Group’s exploration projects, are located in the Northern Cape of South Africa. Interests in
tenements in South Africa are governed by legislation and are evidenced by the granting of mining or
prospecting rights. The Company also has an interest in several Australian exploration tenements.
Interests in Australian tenements held by the Group are governed by Federal and State legislation and
are evidenced by the granting of mining or exploration licences. These tenements are subject to
periodic review and compliance, including the relinquishment of certain areas. As a result, there is no
guarantee that these areas of interest will be renewed in the future or if there will be sufficient funds
available to meet the attaching minimum expenditure commitments when they arise.
Title risk and Native Title – It is also possible that in relation to the Australian tenements which the Group
has an interest in or will in the future acquire such an interest, there may be areas over which legitimate
common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of
the Group to gain access to tenements (through obtaining consent of any relevant landowner), or to
progress from the exploration phase to the development and mining phases of operations may be
adversely affected.
Resources and Reserve estimates – There are inherent uncertainties in estimating reserve and resource
estimates as it requires significant subjective judgements and determinations based on the available
geological, technical, and economic information. Estimates and assumptions that were previously valid
may change significantly when new information or techniques become available and therefore may
require restatement.
Rehabilitation – The Group is required to close its operations and rehabilitate the lands that it disturbs
during the exploration and operating phases in accordance with applicable mining and environmental
laws and regulations. At the Prieska Project, a closure plan and estimate of closure and rehabilitation
liabilities for prospecting activity has been prepared. These estimates of closure and rehabilitation
liabilities are based on current knowledge and assumptions, however actual costs at the time of closure
and rehabilitation may vary materially. In addition, adverse or deteriorating external economic
conditions may bring forward closure and rehabilitation costs. The Group’s intention is to conduct its
exploration and operating activities to the highest level of environmental obligations, however there
are certain risks inherent in the Group’s activities which could subject the Group to future liabilities.
59
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Directors’ Report (continued)
Impact of COVID-19
On 11 March 2020, the World Health Organisation (WHO) declared the COVID-19 outbreak as a pandemic. The
Company’s operations, particularly in South Africa, have been impacted, whereby operations have continued
under a COVID-19 safe environment during the reporting period.
Considering the volatile and uncertain global economic and investment outlook, in order to safeguard the
health and safety of its members and the wider community, the Company undertook the following actions:
•
•
Implemented work-from-home protocols (wherever possible) from March 2020. The Company
continues to work closely with relevant authorities and key stakeholders to minimise risk and harm for
all;
Implemented strict COVID-19 risk identification, management and tracking protocols for all individuals
at the company’s South African offices and mine site (where physical presence was required), in
alignment with government regulations;
• Monitoring and use of published guidelines from the Minerals Council of South Africa on the prevention
of the spread of COVID-19. The Council’s guidelines and support materials are generated from
materials issued by the WHO and the National Institute for Communicable Diseases in South Africa.
The Company will continue to monitor and implement changes to operations, as per statutory regulations and
recommendations, as announced by both the South African and Australian governments and the Minerals
Council of South Africa.
SUBESQUENT EVENTS AFTER THE BALANCE DATE
There has not arisen in the interval between the end of the financial year and the date of this report any item,
transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to
affect the operations of the Group, the results of those operations or the state of affairs of the Group in
subsequent financial years except for the matter referred to below:
• On 22 June 2022, the Company announced a capital raising to fund advancement of early production
strategy at its South African base metals projects in the Northern Cape of South Africa.
The capital raising, which was conducted via a three-tranche placement to sophisticated and
professional investors, pursuant to Section 708A of the Corporations Act 2001 (Placement), comprises
up to 1,000M ordinary fully paid shares at an issue price of $0.02 (being ZAR22 cents) per share and, in
respect of the first two tranches, the issue of one free attaching option for every two shares issued (151M
unlisted options at an exercise price of $0.025 (being ZAR27.5 cents) and an expiry date of 30 June
2023) (Options).
On 13 July 2022, the Company issued 24,954,817 shares at an issue price of $0.02 per share and
12,477,408 Options (Placement One Securities), following receipt of funds from investors for
commitments pursuant to Placement One of the Placement. The issue of these Placement One
Securities finalises Tranche 1 of the Placement.
On 23 August 2022, the Company issued 144,454,044 shares at an issue price of $0.02 per share and
72,227,022 Options (Placement Two Securities), pursuant to Tranche Two of the Placement, including to
Orion non-executive Director Tom Borman and Orion Chairman Denis Waddell.
• On 22 August 2022, 67,332,902 shares were issued at an issue price of $0.02 per share under the share
purchase plan (SPP) which closed on 12 August 2022. Eligible Shareholders could subscribe for new
shares up to a maximum of $30,000 (approximately ZAR330,000), without incurring brokerage or
transaction costs. The SPP attracted strong support from shareholders, particularly those in South Africa,
which was a pleasing result given the volatility experienced in global financial markets and commodity
prices during the SPP offer period.
60
ORION MINERALS 2022
Directors’ Report (continued)
Impact of COVID-19
On 11 March 2020, the World Health Organisation (WHO) declared the COVID-19 outbreak as a pandemic. The
Company’s operations, particularly in South Africa, have been impacted, whereby operations have continued
under a COVID-19 safe environment during the reporting period.
Considering the volatile and uncertain global economic and investment outlook, in order to safeguard the
health and safety of its members and the wider community, the Company undertook the following actions:
Implemented work-from-home protocols (wherever possible) from March 2020. The Company
continues to work closely with relevant authorities and key stakeholders to minimise risk and harm for
•
•
all;
alignment with government regulations;
• Monitoring and use of published guidelines from the Minerals Council of South Africa on the prevention
of the spread of COVID-19. The Council’s guidelines and support materials are generated from
materials issued by the WHO and the National Institute for Communicable Diseases in South Africa.
The Company will continue to monitor and implement changes to operations, as per statutory regulations and
recommendations, as announced by both the South African and Australian governments and the Minerals
Council of South Africa.
SUBESQUENT EVENTS AFTER THE BALANCE DATE
There has not arisen in the interval between the end of the financial year and the date of this report any item,
transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to
affect the operations of the Group, the results of those operations or the state of affairs of the Group in
subsequent financial years except for the matter referred to below:
The capital raising, which was conducted via a three-tranche placement to sophisticated and
professional investors, pursuant to Section 708A of the Corporations Act 2001 (Placement), comprises
up to 1,000M ordinary fully paid shares at an issue price of $0.02 (being ZAR22 cents) per share and, in
respect of the first two tranches, the issue of one free attaching option for every two shares issued (151M
unlisted options at an exercise price of $0.025 (being ZAR27.5 cents) and an expiry date of 30 June
2023) (Options).
On 13 July 2022, the Company issued 24,954,817 shares at an issue price of $0.02 per share and
12,477,408 Options (Placement One Securities), following receipt of funds from investors for
commitments pursuant to Placement One of the Placement. The issue of these Placement One
Securities finalises Tranche 1 of the Placement.
On 23 August 2022, the Company issued 144,454,044 shares at an issue price of $0.02 per share and
72,227,022 Options (Placement Two Securities), pursuant to Tranche Two of the Placement, including to
Orion non-executive Director Tom Borman and Orion Chairman Denis Waddell.
• On 22 August 2022, 67,332,902 shares were issued at an issue price of $0.02 per share under the share
purchase plan (SPP) which closed on 12 August 2022. Eligible Shareholders could subscribe for new
shares up to a maximum of $30,000 (approximately ZAR330,000), without incurring brokerage or
transaction costs. The SPP attracted strong support from shareholders, particularly those in South Africa,
which was a pleasing result given the volatility experienced in global financial markets and commodity
prices during the SPP offer period.
Implemented strict COVID-19 risk identification, management and tracking protocols for all individuals
at the company’s South African offices and mine site (where physical presence was required), in
DIRECTORS’ MEETINGS
Directors’ Report (continued)
• On 7 September 2022, the Company announced that it has entered into non-binding term sheets with
the Industrial Development Corporation of South Africa Limited (IDC) and Lulamile Xate regarding the
key principles of the funding and Historically Disadvantaged South African (HDSA) ownership
participation arrangements for New Okiep Mining Company (NOM). Orion and the IDC anticipate
finalising and executing the definitive agreements for the IDC share acquisition and pre-development
funding arrangements by 30 September 2022, with the IDC funding to flow during October 2022, subject
to fulfilment of conditions precedent standard for such arrangements.
The IDC funding of pre-development costs in the amount of ZAR34.58M will be advanced to NOM on
the same terms as the pre-development funding amount of ZAR44.46M already advanced by Orion to
NOM.
The number of meetings attended by each director of the Company during the financial year was:
Board meetings
Audit Committee meetings
Held and entitled
to attend
Attended
Held and entitled
to attend
Attended
24
24
24
24
24
24
24
24
24
23
20
22
2
2
---
2
2
---
2
2
---
2
2
---
Denis Waddell
Errol Smart
Thomas Borman
Godfrey Gomwe
Alexander Haller
Mark Palmer
• On 22 June 2022, the Company announced a capital raising to fund advancement of early production
strategy at its South African base metals projects in the Northern Cape of South Africa.
DIRECTORS’ INTERESTS
The relevant interest of each director in the ordinary shares, or options over such instruments issued by the
Company, as notified by the directors to the Australian Securities Exchange in accordance with S205G(1) of the
Corporations Act 2001, at the date of this report is as follows:
Ordinary shares
Unlisted options over ordinary shares
Denis Waddell
Errol Smart
Thomas Borman
Godfrey Gomwe
Alexander Haller (i)
Mark Palmer
125,714,746
21,869,415
158,555,555
1,000,000
108,735,320
---
29,000,000
60,000,000
53,000,000
3,000,000
3,000,000
---
(i)
Mr Haller holds relevant interests as follows: Silja Investment Ltd 106,321,961 ordinary shares, Mr Haller
2,412,039 ordinary shares and Pershing Securities 1,320 ordinary shares.
SHARE OPTIONS
Options granted to directors and executives of the Company
During or since the end of the financial year, the Company did not grant any options for no consideration over
unissued ordinary shares in the Company to key management personnel as part of their remuneration.
61
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Directors’ Report (continued)
Unissued shares under options and performance rights
At the date of this report unissued ordinary shares of the Company under option are:
Expiry Date
Exercise price
Number of ordinary shares
31 March 2023
31 March 2023
31 March 2023
30 June 2023
30 April 2024
30 April 2024
30 April 2024
17 June 2024
31 March 2025
31 March 2025
31 March 2025
Total
$0.05
$0.06
$0.07
$0.025
$0.04
$0.05
$0.06
$0.05
$0.028
$0.035
$0.04
4,900,000
4,900,000
4,900,000
150,329,680
30,500,000
30,500,000
30,500,000
11,000,000
26,833,333
26,833,333
26,833,334
348,029,680
Shares issued to directors on exercise of options
There were no options exercised during the financial year by a director of the Company. There has been no
options exercised by any director since the end of the financial year.
REMUNERATION REPORT - AUDITED
The Remuneration Report sets out remuneration information for Orion Minerals Ltd for the year ended 30 June
2022. The following were key management personnel (KMP) of the Group at any time during the reporting
period and unless otherwise indicated were key management personnel for the entire period.
Key Management Personnel
Designation
Position held during the year
Denis Waddell
Errol Smart
Chairman – Non-Executive
Chairman
Director – Executive
Managing Director & Chief Executive Officer
Thomas Borman
Director – Non-Executive
Director
Godfrey Gomwe
Director – Non-Executive
Director
Alexander Haller
Director – Non-Executive
Director
Mark Palmer
Walter Shamu
Martin Bouwmeester
Louw van Schalkwyk
Michelle Jenkins
Director – Non-Executive
Director
---
---
---
---
Chief Operating Officer
Chief Financial Officer & Company Secretary
Executive: Exploration (South Africa)
Executive: Finance & Administration (South Africa)
Remuneration Policy
Key management personnel have authority and responsibility for planning, directing and controlling the
activities of the Group. Key management personnel comprise the directors and executives of the Company
and the Group, which comprise executives that report directly to the Managing Director and CEO of the
Company and the Group.
62
ORION MINERALS 2022
Directors’ Report (continued)
Unissued shares under options and performance rights
At the date of this report unissued ordinary shares of the Company under option are:
Expiry Date
Exercise price
Number of ordinary shares
31 March 2023
31 March 2023
31 March 2023
30 June 2023
30 April 2024
30 April 2024
30 April 2024
17 June 2024
31 March 2025
31 March 2025
31 March 2025
Total
$0.05
$0.06
$0.07
$0.025
$0.04
$0.05
$0.06
$0.05
$0.028
$0.035
$0.04
4,900,000
4,900,000
4,900,000
150,329,680
30,500,000
30,500,000
30,500,000
11,000,000
26,833,333
26,833,333
26,833,334
348,029,680
Shares issued to directors on exercise of options
There were no options exercised during the financial year by a director of the Company. There has been no
options exercised by any director since the end of the financial year.
REMUNERATION REPORT - AUDITED
The Remuneration Report sets out remuneration information for Orion Minerals Ltd for the year ended 30 June
2022. The following were key management personnel (KMP) of the Group at any time during the reporting
period and unless otherwise indicated were key management personnel for the entire period.
Key Management Personnel
Designation
Position held during the year
Denis Waddell
Errol Smart
Chairman – Non-Executive
Chairman
Director – Executive
Managing Director & Chief Executive Officer
Thomas Borman
Director – Non-Executive
Director
Godfrey Gomwe
Director – Non-Executive
Director
Alexander Haller
Director – Non-Executive
Director
Director – Non-Executive
Director
Mark Palmer
Walter Shamu
Martin Bouwmeester
Louw van Schalkwyk
Michelle Jenkins
Remuneration Policy
---
---
---
---
Chief Operating Officer
Chief Financial Officer & Company Secretary
Executive: Exploration (South Africa)
Executive: Finance & Administration (South Africa)
Key management personnel have authority and responsibility for planning, directing and controlling the
activities of the Group. Key management personnel comprise the directors and executives of the Company
and the Group, which comprise executives that report directly to the Managing Director and CEO of the
Company and the Group.
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
It is the Group’s objective to provide maximum stakeholder benefit from the retention of a high quality Board
and management by remunerating directors and executives fairly and appropriately with reference to relevant
employment and market conditions. To assist in achieving the objective the Board links the nature and amount
of executive directors’ remuneration to the Group’s financial and operational performance.
The expected outcome of the Group’s remuneration structure is:
•
Retention and motivation of directors and executives;
• Attraction of quality management to the Group; and
•
Performance rewards to allow directors and executives to participate in the future success of the Group.
Remuneration may include base salary and fees, short term incentives, superannuation contributions and long
term incentives. Any equity based remuneration for directors will only be made with the prior approval of
shareholders at a general meeting. All base salary and fees, short term incentives, superannuation contributions
granted to key management personnel during the year was fixed under service agreements between the
Company and key management personnel and was not impacted by performance related measures. In
relation to the payment of bonuses, options and other incentive payments, discretion is exercised by the Board,
having regard to the overall performance of the Group and the performance of the individual during the
period.
The Board of directors is responsible for determining and reviewing compensation arrangements for the
executive and non-executive directors. The maximum remuneration of non-executive directors is the subject of
shareholder resolution in accordance with the Company’s Constitution, and the Corporations Act 2001 as
applicable.
The total level of remuneration for the financial year for all non-executive directors of $315,758 ($438,758
excluding $123,000 of consulting service fees provided by a director related entity (refer Note 24)) is maintained
within the maximum limit of $350,000 approved by shareholders. When setting fees and other compensation for
non-executive directors, the Board may seek independent advice and apply Australian benchmarks. The
Board may recommend additional remuneration to non-executive directors called upon to perform extra
services or make special exertions on behalf of the Group.
There is no scheme to provide retirement benefits, other than statutory superannuation when applicable, to
non-executive directors.
The Chairman will undertake an annual assessment of the performance of the individual directors and meet
privately with each director to discuss this assessment. Basis for evaluation for assessing performance is by
reference to Company charters and current best practice.
Consequences of performance on shareholders wealth
In considering the Group’s performance and benefits for shareholders wealth, the Board of directors has regard
to the following indices in respect of the current financial year and the previous five financial years.
2022
$’000
2021
$’000
2020
$’000
2019
$’000
2018
$’000
Net loss attributable to equity holders of the Company
$(15,525)
$(2,643)
$(18,651)
$(10,750)
$(8,833)
Dividends paid
Actual share price
---
---
---
---
---
$0.017
$0.034
$0.015
$0.031
$0.04
Directors and KMP remuneration
$1,814
$2,935
$2,613
$2,533
$1,835
Long Term Incentive Based Remuneration
The Company has an option and performance rights based remuneration scheme for executives. In
accordance with the provisions of the Orion Minerals Option and Performance Rights Plan, as approved by
shareholders at a general meeting, executives may be granted options or performance rights to purchase
ordinary shares. The number and terms of options or performance rights granted is at the absolute discretion of
the Board, provided that the total number of options on issue under the scheme at the time of the grant does
not exceed 5% of the number of ordinary shares on issue.
63
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
No unlisted options were granted to employees during the year ended 30 June 2022 under the terms of the
Orion Minerals Option and Performance Rights Plan.
Service contracts
Key terms of the existing service contracts for key management personnel are as follows:
Managing Director and Chief Executive Officer
Unlimited in term but capable of termination on 6 months’ notice by the Company or 3 months’ notice by Mr
Smart. The Group retains the right to terminate the contract immediately, by making a payment of 6 months’
remuneration in lieu of notice.
Chief Operating Officer
Unlimited in term but capable of termination on 6 months’ notice by the Company or 3 months’ notice by Mr
Shamu. The Group retains the right to terminate the contract immediately, by making a payment of 6 months’
remuneration in lieu of notice.
Chief Financial Officer and Company Secretary
Unlimited in term but capable of termination on 6 months’ notice by the Company or 3 months’ notice by Mr
Bouwmeester. The Group retains the right to terminate the contract immediately, by making a payment of 6
months’ remuneration in lieu of notice.
Executive: Finance & Administration (South Africa)
Unlimited in term but capable of termination on 6 months’ notice by the Company or 3 months’ notice by Ms
Jenkins. The Group retains the right to terminate the contract immediately, by making a payment of 6 months’
remuneration in lieu of notice.
Certain key management personnel are also entitled to receive on termination of employment, redundancy
benefits.
The service contract outlines the components of compensation paid to the key management personnel but
does not prescribe how compensation levels are modified year to year. Compensation levels are reviewed
each year to take into account cost-of-living changes, any change in the scope of the role performed by the
senior executive and any changes required to meet the principles of the compensation policy.
Directors
Total compensation for all non-executive directors, last voted upon by shareholders at the 2007 Annual General
Meeting, is not to exceed $350,000 per annum and is set based on advice from external advisors with reference
to fees paid to other directors of comparable companies. The Chairman receives $75,000 per annum. Non-
executive directors do not receive performance related compensation. Directors’ fees cover all main board
activities and membership of one committee. Directors may be paid additional amounts for consulting services
provided in addition to normal director duties. Such additional amounts are paid on commercial terms.
Remuneration report approval at the 2021 Annual General Meeting
The 30 June 2021 Remuneration Report received positive shareholder support at the Company’s Annual
General Meeting with a positive vote of 99% in favour.
64
ORION MINERALS 2022
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
No unlisted options were granted to employees during the year ended 30 June 2022 under the terms of the
Orion Minerals Option and Performance Rights Plan.
Service contracts
Key terms of the existing service contracts for key management personnel are as follows:
Managing Director and Chief Executive Officer
Unlimited in term but capable of termination on 6 months’ notice by the Company or 3 months’ notice by Mr
Smart. The Group retains the right to terminate the contract immediately, by making a payment of 6 months’
remuneration in lieu of notice.
Chief Operating Officer
remuneration in lieu of notice.
Unlimited in term but capable of termination on 6 months’ notice by the Company or 3 months’ notice by Mr
Shamu. The Group retains the right to terminate the contract immediately, by making a payment of 6 months’
Chief Financial Officer and Company Secretary
Unlimited in term but capable of termination on 6 months’ notice by the Company or 3 months’ notice by Mr
Bouwmeester. The Group retains the right to terminate the contract immediately, by making a payment of 6
months’ remuneration in lieu of notice.
Executive: Finance & Administration (South Africa)
Unlimited in term but capable of termination on 6 months’ notice by the Company or 3 months’ notice by Ms
Jenkins. The Group retains the right to terminate the contract immediately, by making a payment of 6 months’
remuneration in lieu of notice.
Certain key management personnel are also entitled to receive on termination of employment, redundancy
The service contract outlines the components of compensation paid to the key management personnel but
does not prescribe how compensation levels are modified year to year. Compensation levels are reviewed
each year to take into account cost-of-living changes, any change in the scope of the role performed by the
senior executive and any changes required to meet the principles of the compensation policy.
benefits.
Directors
Total compensation for all non-executive directors, last voted upon by shareholders at the 2007 Annual General
Meeting, is not to exceed $350,000 per annum and is set based on advice from external advisors with reference
to fees paid to other directors of comparable companies. The Chairman receives $75,000 per annum. Non-
executive directors do not receive performance related compensation. Directors’ fees cover all main board
activities and membership of one committee. Directors may be paid additional amounts for consulting services
provided in addition to normal director duties. Such additional amounts are paid on commercial terms.
Remuneration report approval at the 2021 Annual General Meeting
The 30 June 2021 Remuneration Report received positive shareholder support at the Company’s Annual
General Meeting with a positive vote of 99% in favour.
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
Directors and Executive Officers’ Remuneration – 2022
Short term benefits
Post-
employment
benefit
Long-
term
benefits
Share-based
payments (vii)
Remuneration
Cash
salary
and fees
Cash
bonus
Non-
monetary
Superannuat
ion
Long
service
leave
Equity
settled
shares
Equity
settled
options
Total
remuneration
% of
remuneration
in options
2022
$
$
Directors
Errol Smart (i)
322,000
---
Non-executive Directors
Denis Waddell (ii)
191,182
Thomas Borman
Godfrey Gomwe
Alexander Haller
Mark Palmer
50,000
50,000
50,000
50,000
Other Key Management Personnel
Walter Shamu (iii)
309,756
Martin Bouwmeester (iv) 252,000
Louw van Schalkwyk (v)
52,701
Michelle Jenkins (vi)
294,000
---
---
---
---
---
---
---
---
---
$
---
---
---
---
---
---
---
6,044
---
---
$
---
6,818
---
---
---
---
---
---
---
---
$
$
$
$
---
---
101,768
423,768
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
40,758
238,758
---
---
---
---
50,000
50,000
50,000
50,000
4,994
314,750
24,338
282,382
3,995
3,995
56,696
297,995
%
24
17
---
---
---
---
2
9
7
1
Total
1,621,639
---
6,044
6,818
---
---
179,848
1,814,349
10
Mr Smart also holds Directorship positions within Group subsidiary companies.
(i)
(ii) Mr Waddell’s fixed component of remuneration is $75,000 per annum, including superannuation. In
addition to director fees, Mr Waddell received $123,000 for consulting services provided to the Company
(refer to Note 24 for related party disclosure).
(iii) Mr Shamu holds the position of Chief Operating Officer and is also a Director of certain Group subsidiary
companies.
(iv) Mr Bouwmeester holds the position of Chief Financial Officer and Company Secretary.
(v) Mr van Schalkwyk held the position of Executive: Exploration (South Africa) during the financial year and
until 31 August 2021. From 1 September 2021, Mr van Schalkwyk is a consultant geologist to the Group.
(vi) Ms Jenkins holds the position of Executive: Finance & Administration (South Africa) and is also a Director
(vii)
of certain Group subsidiary companies.
Share based payments represent the fair values of options estimated at the date of grant using both the
Hull-White and Black Scholes option pricing models. These amounts are not paid in cash. Options that
were not exercised and expired are written back to accumulated losses.
65
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
Directors and Executive Officers’ Remuneration – 2021
Short term benefits (vii)
Post-
employment
benefit
Long-
term
benefits
Share-based
payments (viii)
Remuneration
Cash
salary
and fees
Cash
bonus
Non-
monetary
Superannuat
ion
Long
service
leave
Equity
settled
shares
Equity
settled
options
Total
remuneration
% of
remuneration
in options
%
35
21
18
18
18
---
9
13
7
7
17
2021
$
$
$
Directors
Errol Smart (i)
311,267
70,875
70,875
Non-executive Directors
Denis Waddell (ii)
274,576
Thomas Borman
Godfrey Gomwe
Alexander Haller
Mark Palmer
33,333
33,333
33,333
33,333
Other Key Management Personnel
---
---
---
---
---
---
---
---
---
---
Walter Shamu (iii)
288,856
67,688
67,688
Martin Bouwmeester (iv) 235,000
56,400
61,487
Louw van Schalkwyk (v) 264,375
63,788
63,788
Michelle Jenkins (vi)
274,167
63,450
63,450
$
---
5,424
---
---
---
---
---
---
---
---
$
$
$
$
---
---
242,015
695,032
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
76,616
356,616
7,204
7,204
7,204
---
40,537
40,537
40,537
33,333
43,678
467,910
54,072
406,959
30,407
422,358
30,407
431,474
Total
1,781,573 322,201
327,288
5,424
---
---
498,807
2,935,293
Mr Smart also holds Directorship positions within Group subsidiary companies.
(i)
(ii) Mr Waddell’s fixed component of remuneration is $75,000 per annum, received $62,500 for reporting
period. During the financial year, in addition to director fees, Mr Waddell received additional amounts
for consulting services provided to the Company, amount $217,500 (refer to Note 24 for related party
disclosure).
(iii) Mr Shamu holds the position of Chief Operating Officer and is also a Director of certain Group subsidiary
companies.
(iv) Mr Bouwmeester holds the position of Chief Financial Officer and Company Secretary.
(v) Mr van Schalkwyk holds the position of Executive: Exploration (South Africa).
(vi) Ms Jenkins holds the position of Executive: Finance & Administration (South Africa) and is also a Director
(vii)
of certain Group subsidiary companies.
Short Term Incentives (STI) were achieved during the reporting period. Executives who received STIs were
awarded up to 50% of their base remuneration, payable as 50% in cash and 50% via fully paid ordinary
shares in Orion. The Shares were issued in March 2021 and April 2021 (Mr Smart, following receipt of
shareholder approval). Key performance indicators (KPI) established for each executive are periodically
reviewed by the Board, to ensure they are in line with current operations of the Company. For the STIs
awarded, executives reached average of 94% of their KPIs. Future reporting period STIs may be awarded
to a maximum of 50% of executive base remuneration.
(viii) Share based payments represent the fair values of options estimated at the date of grant using both the
Hull-White and Black Scholes option pricing models. These amounts are not paid in cash.
Options and Rights over equity instruments granted as compensation
As at the date of this report, there were 153,000,000 unissued ordinary shares under option issued to directors
and executives (2021: 174,000,000 unissued ordinary shares under option).
66
ORION MINERALS 2022
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
Directors and Executive Officers’ Remuneration – 2021
Short term benefits (vii)
employment
Post-
Long-
term
benefit
benefits
Share-based
payments (viii)
Remuneration
Cash
salary
Cash
bonus
Non-
monetary
Superannuat
and fees
Long
Equity
Equity
service
settled
settled
leave
shares
options
Total
remuneration
% of
remuneration
in options
2021
$
$
$
$
$
$
$
Errol Smart (i)
311,267
70,875
70,875
---
---
---
242,015
695,032
Denis Waddell (ii)
274,576
5,424
76,616
356,616
Directors
Non-executive Directors
Thomas Borman
Godfrey Gomwe
Alexander Haller
Mark Palmer
---
---
---
---
---
33,333
33,333
33,333
33,333
---
---
---
---
---
Other Key Management Personnel
Walter Shamu (iii)
288,856
67,688
67,688
Martin Bouwmeester (iv) 235,000
56,400
61,487
Louw van Schalkwyk (v) 264,375
63,788
63,788
Michelle Jenkins (vi)
274,167
63,450
63,450
ion
$
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
7,204
7,204
7,204
---
40,537
40,537
40,537
33,333
43,678
467,910
54,072
406,959
30,407
422,358
30,407
431,474
%
35
21
18
18
18
---
9
13
7
7
17
Total
1,781,573 322,201
327,288
5,424
---
---
498,807
2,935,293
(i)
Mr Smart also holds Directorship positions within Group subsidiary companies.
(ii) Mr Waddell’s fixed component of remuneration is $75,000 per annum, received $62,500 for reporting
period. During the financial year, in addition to director fees, Mr Waddell received additional amounts
for consulting services provided to the Company, amount $217,500 (refer to Note 24 for related party
disclosure).
companies.
(iii) Mr Shamu holds the position of Chief Operating Officer and is also a Director of certain Group subsidiary
(iv) Mr Bouwmeester holds the position of Chief Financial Officer and Company Secretary.
(v) Mr van Schalkwyk holds the position of Executive: Exploration (South Africa).
(vi) Ms Jenkins holds the position of Executive: Finance & Administration (South Africa) and is also a Director
of certain Group subsidiary companies.
(vii)
Short Term Incentives (STI) were achieved during the reporting period. Executives who received STIs were
awarded up to 50% of their base remuneration, payable as 50% in cash and 50% via fully paid ordinary
shares in Orion. The Shares were issued in March 2021 and April 2021 (Mr Smart, following receipt of
shareholder approval). Key performance indicators (KPI) established for each executive are periodically
reviewed by the Board, to ensure they are in line with current operations of the Company. For the STIs
awarded, executives reached average of 94% of their KPIs. Future reporting period STIs may be awarded
to a maximum of 50% of executive base remuneration.
(viii) Share based payments represent the fair values of options estimated at the date of grant using both the
Hull-White and Black Scholes option pricing models. These amounts are not paid in cash.
Options and Rights over equity instruments granted as compensation
As at the date of this report, there were 153,000,000 unissued ordinary shares under option issued to directors
and executives (2021: 174,000,000 unissued ordinary shares under option).
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
Details on options over ordinary shares in the Company that were granted as compensation to each key
management personnel during the reporting period and details on options that vested during the reporting period
are as follows:
Number of options
granted during
FY2022 (i)
Grant date
Fair value
per option
at grant
date
Exercise
price per
option
(ii)
Expiry date
Number of
options vested
during FY2022
Directors
Denis Waddell
Errol Smart
Alexander Haller
Thomas Borman
Godfrey Gomwe
Other Key Management Personnel
Walter Shamu
Martin Bouwmeester
Louw van Schalkwyk
Michelle Jenkins
14 June 2019
$0.02
---
20 November 2020
$0.02
14 June 2019
$0.02
29 September 2020
$0.02
14 June 2019
14 June 2019
14 June 2019
21 September 2018
29 April 2019
26 March 2020
29 April 2019
26 March 2020
$0.02
$0.02
$0.02
$0.02
$0.02
$0.01
$0.02
$0.01
24 November 2020
$0.02
29 April 2019
26 March 2020
29 April 2019
26 March 2020
$0.02
$0.01
$0.02
$0.01
---
---
---
---
---
---
---
---
---
---
---
---
---
---
$0.06
$0.028
$0.035
$0.04
$0.06
$0.028
$0.035
$0.04
$0.06
$0.06
$0.06
$0.07
$0.06
$0.04
$0.06
$0.04
$0.028
$0.035
$0.04
$0.06
$0.04
$0.06
$0.04
30 April 2024
---
31 March 2025
4,000,000
30 April 2024
---
31 March 2025
10,000,000
30 April 2024
30 April 2024
30 April 2024
31 March 2023
30 April 2024
---
---
---
---
---
31 March 2025
2,500,000
30 April 2024
---
31 March 2025
2,000,000
31 March 2025
2,000,000
30 April 2024
---
31 March 2025
2,000,000
30 April 2024
---
31 March 2025
2,000,000
(i)
(ii)
The options were provided at no cost to the recipient. Each option gives the option holder the right to
subscribe for one ordinary share in the capital of the Company upon exercise of the option in
accordance with the attaching terms and conditions.
The options are exercisable between 1 and 5 years from grant date.
67
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
Analysis of Options and Rights over equity instruments granted as compensation
Details of the vesting profile of the options granted as remuneration to each key management personnel of the
Group as at the end of the reporting period are detailed below.
Number
Grant Date
% vested in
current year
% lapsed in
current year (i)
Date option vests (ii)
Directors
Denis Waddell
Errol Smart
Alexander Haller
Thomas Borman
Godfrey Gomwe
4,000,000
4,000,000
4,000,000
4,000,000
4,000,000
4,000,000
10,000,000
10,000,000
10,000,000
10,000,000
10,000,000
10,000,000
14 June 2019
14 June 2019
14 June 2019
1 December 2020
1 December 2020
1 December 2020
14 June 2019
14 June 2019
14 June 2019
30 September 2020
30 September 2020
30 September 2020
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
14 June 2019
14 June 2019
14 June 2019
14 June 2019
14 June 2019
14 June 2019
14 June 2019
14 June 2019
14 June 2019
Other Key Management Personnel
Walter Shamu
2,000,000
2,000,000
2,000,000
1,000,000
1,000,000
1,000,000
2,500,000
2,500,000
2,500,000
2,500,000
2,500,000
2,500,000
31 May 2017
31 May 2017
31 May 2017
21 Sept 2018
21 Sept 2018
21 Sept 2018
29 April 2019
29 April 2019
29 April 2019
26 March 2020
26 March 2020
26 March 2020
---%
---%
---%
---%
---%
100%
---%
---%
---%
---%
---%
100%
---%
---%
---%
---%
---%
--%
---%
---%
---%
---%
---%
---%
---%
---%
--%
---%
---%
---%
---%
---%
100%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
100%
100%
100%
---%
---%
---%
---%
---%
---%
---%
---%
---%
14 June 2019
30 April 2020
30 April 2021
1 December 2020
31 March 2021
31 March 2022
14 June 2019
30 April 2020
30 April 2021
30 September 2020
31 March 2021
31 March 2022
14 June 2019
30 April 2020
30 April 2021
14 June 2019
30 April 2020
30 April 2021
14 June 2019
30 April 2020
30 April 2021
31 May 2018
31 May 2019
31 May 2020
31 Mar 2019
31 Mar 2020
31 Mar 2021
30 April 2019
30 April 2020
30 April 2021
31 March 2020
31 March 2021
31 March 2022
68
ORION MINERALS 2022
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
Analysis of Options and Rights over equity instruments granted as compensation
Details of the vesting profile of the options granted as remuneration to each key management personnel of the
Group as at the end of the reporting period are detailed below.
Number
Grant Date
% vested in
% lapsed in
Date option vests (ii)
current year
current year (i)
4,000,000
14 June 2019
4,000,000
14 June 2019
4,000,000
14 June 2019
4,000,000
1 December 2020
4,000,000
1 December 2020
10,000,000
14 June 2019
10,000,000
14 June 2019
10,000,000
14 June 2019
10,000,000
30 September 2020
10,000,000
30 September 2020
4,000,000
1 December 2020
100%
10,000,000
30 September 2020
100%
Directors
Denis Waddell
Errol Smart
Alexander Haller
Thomas Borman
Godfrey Gomwe
Walter Shamu
Other Key Management Personnel
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
14 June 2019
14 June 2019
14 June 2019
14 June 2019
14 June 2019
14 June 2019
14 June 2019
14 June 2019
14 June 2019
2,000,000
31 May 2017
2,000,000
31 May 2017
2,000,000
31 May 2017
1,000,000
21 Sept 2018
1,000,000
21 Sept 2018
1,000,000
21 Sept 2018
2,500,000
29 April 2019
2,500,000
29 April 2019
2,500,000
29 April 2019
2,500,000
26 March 2020
2,500,000
26 March 2020
2,500,000
26 March 2020
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
--%
---%
---%
---%
---%
---%
---%
---%
---%
--%
---%
---%
---%
---%
---%
100%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
---%
100%
100%
100%
---%
---%
---%
---%
---%
---%
---%
---%
---%
14 June 2019
30 April 2020
30 April 2021
1 December 2020
31 March 2021
31 March 2022
14 June 2019
30 April 2020
30 April 2021
30 September 2020
31 March 2021
31 March 2022
14 June 2019
30 April 2020
30 April 2021
14 June 2019
30 April 2020
30 April 2021
14 June 2019
30 April 2020
30 April 2021
31 May 2018
31 May 2019
31 May 2020
31 Mar 2019
31 Mar 2020
31 Mar 2021
30 April 2019
30 April 2020
30 April 2021
31 March 2020
31 March 2021
31 March 2022
Martin
Bouwmeester
Louw van
Schalkwyk
Michelle
Jenkins
Number
Grant Date
% vested in
current year
% lapsed in
current year (i)
Date option vests (ii)
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
29 April 2019
29 April 2019
29 April 2019
26 March 2020
26 March 2020
26 March 2020
1 December 2020
1 December 2020
1 December 2020
31 May 2017
31 May 2017
31 May 2017
29 April 2019
29 April 2019
29 April 2019
26 March 2020
26 March 2020
26 March 2020
31 May 2017
31 May 2017
31 May 2017
29 April 2019
29 April 2019
29 April 2019
26 March 2020
26 March 2020
26 March 2020
---%
---%
---%
---%
---%
100%
---%
---%
100%
---%
---%
---%
---%
---%
---%
---%
---%
100%
---%
---%
---%
---%
---%
---%
---%
---%
100%
---%
---%
---%
---%
---%
---%
---%
---%
---%
100%
100%
100%
---%
---%
---%
---%
---%
---%
100%
100%
100%
---%
---%
---%
---%
---%
---%
30 April 2019
30 April 2020
30 April 2021
31 March 2020
31 March 2021
31 March 2022
1 December 2020
31 March 2021
31 March 2022
31 May 2018
31 May 2019
31 May 2020
30 April 2019
30 April 2020
30 April 2021
31 March 2020
31 March 2021
31 March 2022
31 May 2018
31 May 2019
31 May 2020
30 April 2019
30 April 2020
30 April 2021
31 March 2020
31 March 2021
31 March 2022
(i)
(ii)
The % lapsed in the year represents the reduction from the maximum number of options available to be
exercised.
The vesting conditions attached to each option granted require the key management personnel to
remain in employment with the Company until the vesting date, unless the Board of directors elects to
waive the expiry terms attached to the grant.
The Company issued certain options with immediate vesting conditions to Directors and key management
personnel during the reporting period as deemed appropriate by the Board to retain professionals with relevant
expertise and provide incentives to members during our period of growth.
69
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
Analysis of movements in options
Changes during the reporting period, by value, of options over ordinary shares in the Company held by each
current key management person, and each of the named current Company executives is detailed below.
Value of options
Granted in year
$
Exercised in
year
$
Lapsed in year
$
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
----
---
---
---
---
---
---
95,112
---
95,112
95,112
Denis Waddell
Errol Smart (i)
Alexander Haller
Mark Palmer
Thomas Borman
Godfrey Gomwe
Walter Shamu
Martin Bouwmeester
Louw van Schalkwyk
Michelle Jenkins
Options and rights over equity instruments
The movement during the reporting period, by number of options over ordinary shares in the Company held,
directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:
Granted as
remuneration
Options
exercised
Expired
Balance at
end of
period
30-June-22
24,000,000
60,000,000
3,000,000
---
3,000,000
3,000,000
---
---
---
---
---
---
(6,000,000)
18,000,000
---
18,000,000
(6,000,000)
12,000,000
(6,000,000)
12,000,000
---
(18,000,000)
153,000,000
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
Not vested
and not
exercisable
Vested and
exercisable
---
---
---
---
---
---
---
---
---
---
---
24,000,000
60,000,000
3,000,000
---
3,000,000
3,000,000
18,000,000
18,000,000
12,000,000
12,000,000
153,000,000
Balance at
beginning of
period
1-Jul-21
24,000,000
60,000,000
Directors
Denis Waddell
Errol Smart
Alexander Haller
3,000,000
Mark Palmer
Thomas Borman
Godfrey Gomwe
---
3,000,000
3,000,000
Other Key Management Personnel
Walter Shamu
24,000,000
Martin Bouwmeester
18,000,000
Louw van Schalkwyk
18,000,000
Michelle Jenkins
18,000,000
Total
171,000,000
70
ORION MINERALS 2022
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
Analysis of movements in options
Changes during the reporting period, by value, of options over ordinary shares in the Company held by each
current key management person, and each of the named current Company executives is detailed below.
Value of options
Granted in year
$
Exercised in
year
$
Lapsed in year
$
Denis Waddell
Errol Smart (i)
Alexander Haller
Mark Palmer
Thomas Borman
Godfrey Gomwe
Walter Shamu
Martin Bouwmeester
Louw van Schalkwyk
Michelle Jenkins
Balance at
beginning of
period
1-Jul-21
24,000,000
60,000,000
---
3,000,000
3,000,000
Alexander Haller
3,000,000
Directors
Denis Waddell
Errol Smart
Mark Palmer
Thomas Borman
Godfrey Gomwe
Other Key Management Personnel
Walter Shamu
24,000,000
Martin Bouwmeester
18,000,000
Louw van Schalkwyk
18,000,000
Michelle Jenkins
18,000,000
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
----
---
---
---
---
---
---
---
---
---
---
---
---
---
95,112
95,112
95,112
end of
period
30-June-22
24,000,000
60,000,000
3,000,000
---
3,000,000
3,000,000
(6,000,000)
18,000,000
---
18,000,000
(6,000,000)
12,000,000
(6,000,000)
12,000,000
24,000,000
60,000,000
3,000,000
---
3,000,000
3,000,000
18,000,000
18,000,000
12,000,000
12,000,000
---
---
---
---
---
---
---
---
---
---
---
Granted as
Options
remuneration
exercised
Expired
and not
exercisable
Vested and
exercisable
Balance at
Not vested
Total
171,000,000
---
(18,000,000)
153,000,000
153,000,000
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
Balance at
beginning of
period
1-Jul-20
Granted as
remuneration
Options
exercised
Expired
Balance at
end of
period
30-June-21
Not vested
and not
exercisable
Vested and
exercisable
Directors
Denis Waddell
24,000,000
12,000,000
(4,000,000)
(8,000,000)
24,000,000
4,000,000
20,000,000
Errol Smart
60,000,000
30,000,000
Alexander Haller
3,000,000
Mark Palmer
Thomas Borman
Godfrey Gomwe
---
3,000,000
3,000,000
Other Key Management Personnel
Walter Shamu
24,000,000
---
---
---
---
---
---
---
---
---
---
---
(30,000,000)
60,000,000
10,000,000
50,000,000
---
---
---
---
---
3,000,000
---
3,000,000
3,000,000
---
---
---
---
3,000,000
---
3,000,000
3,000,000
24,000,000
2,500,000
21,500,000
Martin Bouwmeester
18,000,000
6,000,000
(2,000,000)
(4,000,000)
18,000,000
4,000,000
14,000,000
Louw van Schalkwyk
18,000,000
Michelle Jenkins
18,000,000
---
---
---
---
---
---
18,000,000
2,000,000
16,000,000
18,000,000
2,000,000
16,000,000
Total
171,000,000
48,000,000
(6,000,000)
(42,000,000)
171,000,000
24,500,000
146,500,000
Options and rights over equity instruments
The movement during the reporting period, by number of options over ordinary shares in the Company held,
directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:
Other transactions with key management personnel
A number of key management personnel, or their related parties, hold positions in other entities that result in
them having control, joint control or a relevant interest over the financial or operating policies of those entities.
A number of these entities transacted with the Group during the year. The terms and conditions of the
transactions with key management personnel and their related parties were no more favourable than those
available, or which might reasonably be expected to be available, on similar transactions to non-key
management personnel related entities on an arm’s length basis (refer Note 24).
Movement in shares
The movement during the reporting period in the number of ordinary shares in the Company held, directly,
indirectly or beneficially, by each key management person, including their related parties, is as follows:
Balance at
beginning of
period
1-Jul-21
Purchased or
acquired
during the
year
On options
exercised
Disposals
of shares
Other
transfers of
shares
Balance at
end of period
30-Jun-22
Directors
Denis Waddell
Errol Smart
115,714,746
21,869,415
Alexander Haller (i)
108,735,320
Mark Palmer
Thomas Borman
Godfrey Gomwe
---
58,555,555
1,000,000
Other Key Management Personnel
Walter Shamu (ii)
7,166,041
Martin Bouwmeester (iii)
8,836,712
Louw van Schalkwyk
Michelle Jenkins (ii)
Total
1,771,875
7,998,995
331,648,659
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
115,714,746
21,869,415
108,735,320
---
58,555,555
1,000,000
7,166,041
(2,172,222)
6,664,490
---
---
1,771,875
7,998,995
---
(2,172,222)
329,476,437
71
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
(i) Mr Haller holds relevant interests as follows: Silja Investment Ltd 106,321,961 shares and Pershing Securities
1,320 shares. Mr Haller personally holds interests of 2,412,039 shares.
(ii) Mr Shamu and Ms Jenkins hold relevant interests as follows: WMP Mining Services Inc 7,166,041 shares (held
equally) and Ms Jenkins holds additional interests of 832,954 shares.
(iii) Mr Bouwmeester held 4,344,443 shares in an entity not wholly owned by Mr Bouwmeester. The movement
of 2,172,222 shares reflects the number of shares transferred to the joint holder, as part of the transfer of the
4,344,443 to the shareholders of the entity in which they were held and Mr Bouwmeester retained 2,172,221
shares from this joint holding, which are held in his nominated holding.
Balance at
beginning of
period
1-Jul-20
Purchased or
acquired
during the
year
On options
exercised
Disposals of
shares
Other
transfers of
shares
Balance at
end of period
30-Jun-21
Directors
Denis Waddell
111,714,746
---
4,000,000
Errol Smart
19,900,666
1,968,749
Alexander Haller (i)
78,735,320
Mark Palmer
---
---
---
Thomas Borman
3,000,000
55,555,555
Godfrey Gomwe
---
1,000,000
Other Key Management Personnel
Walter Shamu (ii)
2,083,333
5,082,708
---
---
---
---
---
---
---
---
---
---
Martin Bouwmeester
5,566,871
1,566,666
2,000,000
(296,825)
Louw van Schalkwyk
---
1,771,875
Michelle Jenkins (ii)
2,916,287
5,082,708
---
---
---
---
---
---
---
---
115,714,746
21,869,415
(10,000,000)
40,000,000
108,735,320
---
---
---
---
---
---
---
---
58,555,555
1,000,000
7,166,041
8,836,712
1,771,875
7,998,995
Total
223,917,223
72,028,261
6,000,000
(10,296,825)
40,000,000
331,648,659
(i) Mr Haller holds relevant interests as follows: Silja Investment Ltd 106,321,961 shares and Pershing Securities
1,320 shares. Silja Investment Ltd undertook a restructure resulting it acquiring 40,000,000 shares in off-
market transactions from a number of family members. Mr Haller personally holds interests of 2,412,039
shares.
(ii) Mr Shamu and Ms Jenkins hold relevant interests as follows: WMP Mining Services Inc 7,166,041 shares (held
equally) and Ms Jenkins holds additional interests of 832,954 shares.
Engagement of remuneration consultants
The Board of Directors from time to time, seek and consider advice from independent remuneration consultants
to ensure that the Company has at its disposal information relevant to the determination of all aspect of
remuneration relating to key management personnel.
The Board follows a set of protocols when engaging remuneration consultants to satisfy themselves, that the
remuneration consultants engaged are free from any undue influence by the members of the key
management personnel to whom advice and recommendations relate and that the requirements of the
Corporations Act 2001 are complied with. The set of protocols followed by the Board include:
• Remuneration consultants are engaged by and report directly to the Board; and
• Communication between remuneration consultants and the Company is limited to those KMPs whose
remuneration is not under consideration.
No remuneration consultants were engaged during the year.
This is the end of the remuneration report which has been audited.
72
ORION MINERALS 2022
Directors’ Report (continued)
REMUNERATION REPORT - AUDITED (continued)
Directors’ Report (continued)
ENVIRONMENTAL REGULATIONS
(i) Mr Haller holds relevant interests as follows: Silja Investment Ltd 106,321,961 shares and Pershing Securities
1,320 shares. Mr Haller personally holds interests of 2,412,039 shares.
(ii) Mr Shamu and Ms Jenkins hold relevant interests as follows: WMP Mining Services Inc 7,166,041 shares (held
equally) and Ms Jenkins holds additional interests of 832,954 shares.
(iii) Mr Bouwmeester held 4,344,443 shares in an entity not wholly owned by Mr Bouwmeester. The movement
of 2,172,222 shares reflects the number of shares transferred to the joint holder, as part of the transfer of the
4,344,443 to the shareholders of the entity in which they were held and Mr Bouwmeester retained 2,172,221
shares from this joint holding, which are held in his nominated holding.
Balance at
beginning of
period
1-Jul-20
Purchased or
acquired
during the
year
On options
exercised
Disposals of
Other
Balance at
shares
transfers of
end of period
shares
30-Jun-21
Directors
Mark Palmer
Denis Waddell
111,714,746
4,000,000
Errol Smart
19,900,666
1,968,749
Alexander Haller (i)
78,735,320
(10,000,000)
40,000,000
108,735,320
---
---
---
---
---
Thomas Borman
3,000,000
55,555,555
Godfrey Gomwe
1,000,000
Other Key Management Personnel
Walter Shamu (ii)
2,083,333
5,082,708
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
115,714,746
21,869,415
---
58,555,555
1,000,000
7,166,041
8,836,712
1,771,875
7,998,995
Martin Bouwmeester
5,566,871
1,566,666
2,000,000
(296,825)
Louw van Schalkwyk
---
1,771,875
Michelle Jenkins (ii)
2,916,287
5,082,708
Total
223,917,223
72,028,261
6,000,000
(10,296,825)
40,000,000
331,648,659
(i) Mr Haller holds relevant interests as follows: Silja Investment Ltd 106,321,961 shares and Pershing Securities
1,320 shares. Silja Investment Ltd undertook a restructure resulting it acquiring 40,000,000 shares in off-
market transactions from a number of family members. Mr Haller personally holds interests of 2,412,039
shares.
(ii) Mr Shamu and Ms Jenkins hold relevant interests as follows: WMP Mining Services Inc 7,166,041 shares (held
equally) and Ms Jenkins holds additional interests of 832,954 shares.
Engagement of remuneration consultants
The Board of Directors from time to time, seek and consider advice from independent remuneration consultants
to ensure that the Company has at its disposal information relevant to the determination of all aspect of
remuneration relating to key management personnel.
The Board follows a set of protocols when engaging remuneration consultants to satisfy themselves, that the
remuneration consultants engaged are free from any undue influence by the members of the key
management personnel to whom advice and recommendations relate and that the requirements of the
Corporations Act 2001 are complied with. The set of protocols followed by the Board include:
• Remuneration consultants are engaged by and report directly to the Board; and
• Communication between remuneration consultants and the Company is limited to those KMPs whose
remuneration is not under consideration.
No remuneration consultants were engaged during the year.
This is the end of the remuneration report which has been audited.
The Group is required to close its operations and rehabilitate the lands that it disturbs during the exploration and
operating phases in accordance with applicable mining and environmental laws and regulations. Where
necessary, provision for rehabilitation liabilities is made based on the net present value of the estimated cost of
restoring the environmental disturbance that has occurred up to the reporting date.
As part of the Group’s environmental policy exploration and access sites are regenerated to match or exceed
government expectations. Based on the results of enquires made, the board is not aware of any significant
breaches during the period covered by this report.
DIVIDENDS
There were no dividends paid or declared during the financial year (2021: $nil).
INDEMNIFICATION OF DIRECTORS, OFFICERS AND AUDITORS
During the financial year, the Company paid a premium in respect of a contract insuring the directors of the
Company and all office bearers of the Company and of any body corporate against any liability incurred whilst
acting in the capacity of director, secretary or executive officer to the extent permitted by the Corporations
Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the
premium. Orion Minerals Ltd, to the extent permitted by law, indemnifies each director or secretary against any
liability incurred in the service of the Group provided such liability does not arise out of conduct involving a lack
of good faith and for costs incurred in defending proceedings in which judgement is given in favour of the
person in which the person is acquitted. The Company has not provided any insurance or indemnity for the
auditor of the Company.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company
for all or any part of those proceedings.
NON-AUDIT SERVICES
BDO, the Company’s auditor, has not performed other non-audit services in addition to their statutory duties
during the year ended 30 June 2022.
The Directors are satisfied that the provision of non-audit services during the previous financial year, by the
auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001.
The Directors are of the opinion that the services as disclosed in Note 25 to the financial statements do not
compromise the external auditor's independence requirements of the Corporations Act 2001 for the following
reasons:
• all non-audit services have been reviewed and approved to ensure that they do not impact the
integrity and objectivity of the auditor; and
•
none of the services undermine the general principles relating to auditor independence as set out in
APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical
Standards Board, including reviewing or auditing the auditor's own work, acting in a management or
decision-making capacity for the company, acting as advocate for the company or jointly sharing
economic risks and rewards
ROUNDING OF AMOUNTS
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance
with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
73
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Directors’ Report (continued)
GROUP AUDITOR
BDO Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration is set out on page 75 and forms part of the Directors’ Report for
the financial year ended 30 June 2022.
CORPORATE GOVERNANCE
The Board of directors recognises the recommendations of the Australian Securities Exchange Corporate
Governance Council for Corporate Governance Principles and Recommendations and considers that the
Company substantially complies with those guidelines, which are of critical importance to the commercial
operation of a junior listed resources company. The Company’s Corporate Governance statement and
disclosures can be viewed on our website, www.orionminerals.com.au.
This report is made in accordance with a resolution of the directors.
Denis Waddell
Chairman
Melbourne, Victoria
Date: 27 September 2022
74
ORION MINERALS 2022
Directors’ Report (continued)
GROUP AUDITOR
AUDITOR’S INDEPENDENCE DECLARATION
the financial year ended 30 June 2022.
CORPORATE GOVERNANCE
BDO Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
The lead auditor’s independence declaration is set out on page 75 and forms part of the Directors’ Report for
The Board of directors recognises the recommendations of the Australian Securities Exchange Corporate
Governance Council for Corporate Governance Principles and Recommendations and considers that the
Company substantially complies with those guidelines, which are of critical importance to the commercial
operation of a junior listed resources company. The Company’s Corporate Governance statement and
disclosures can be viewed on our website, www.orionminerals.com.au.
Tel: +61 3 9603 1700
Fax: +61 3 9602 3870
www.bdo.com.au
Collins Square, Tower Four
Level 18, 727 Collins Street
Melbourne VIC 3008
GPO Box 5099 Melbourne VIC 3001
Australia
DECLARATION OF INDEPENDENCE BY JAMES MOONEY TO THE DIRECTORS OF ORION MINERALS
LIMITED
As lead auditor of Orion Minerals Limited for the year ended 30 June 2022, I declare that, to the best
of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This report is made in accordance with a resolution of the directors.
This declaration is in respect of Orion Minerals Limited and the entities it controlled during the period.
Denis Waddell
Chairman
Melbourne, Victoria
Date: 27 September 2022
James Mooney
Director
BDO Audit Pty Ltd
Melbourne, 27 September 2022
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members
of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent
member firms. Liability limited by a scheme approved under Professional Standards Legislation.
75
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
FOR THE YEAR ENDED 30 JUNE 2022
CONTINUING OPERATIONS
Other income
Exploration and evaluation costs expensed
Employee expenses
Other operational expenses
Results from operating activities
Non-operating income / (expenses)
Finance income
Finance expense
Net finance expenses
Loss before income tax
Income tax expense
Loss from continuing operations attributable to equity holders of the
Group
Items that may be reclassified subsequently to profit or loss
Other comprehensive income
Foreign currency reserve
Total Other comprehensive income for the year
Total comprehensive loss for the year
Loss for the year is attributed to:
Non-controlling interest
Owners of Orion Minerals Ltd
Total comprehensive loss for the year is attributable to:
Non-controlling interest
Owners of Orion Minerals Ltd
LOSS PER SHARE (CENTS PER SHARE)
Basic loss per share
Diluted loss per share
Headline loss per share
Diluted headline loss per share
Notes
3
11
3
3
18
23
23
19
19
19
19
2022
$’000
58
(10,907)
(1,352)
(2,986)
(15,187)
(3,086)
3,036
(288)
2,748
(15,525)
---
(15,525)
2021
$’000
46
(3,883)
(1,989)
(3,568)
(9,394)
5,122
2,468
(839)
1,629
(2,643)
---
(2,643)
246
246
(393)
(393)
(15,279)
(3,036)
(1,238)
(14,287)
(15,525)
(1,238)
(14,401)
(15,279)
(0.33)
(0.33)
(0.33)
(0.33)
(885)
(1,758)
(2,643)
(885)
(2,151)
(3,036)
(0.05)
(0.05)
(0.05)
(0.05)
The notes on pages 80 to 115 are an integral part of these consolidated financial statements.
76
ORION MINERALS 2022
Income
FOR THE YEAR ENDED 30 JUNE 2022
CONTINUING OPERATIONS
Other income
Exploration and evaluation costs expensed
Employee expenses
Other operational expenses
Results from operating activities
Non-operating income / (expenses)
Finance income
Finance expense
Net finance expenses
Loss before income tax
Income tax expense
Group
Loss from continuing operations attributable to equity holders of the
Items that may be reclassified subsequently to profit or loss
Other comprehensive income
Foreign currency reserve
Total Other comprehensive income for the year
Total comprehensive loss for the year
Loss for the year is attributed to:
Non-controlling interest
Owners of Orion Minerals Ltd
Total comprehensive loss for the year is attributable to:
Non-controlling interest
Owners of Orion Minerals Ltd
LOSS PER SHARE (CENTS PER SHARE)
Basic loss per share
Diluted loss per share
Headline loss per share
Diluted headline loss per share
Notes
3
11
3
3
18
23
23
19
19
19
19
2022
$’000
58
(10,907)
(1,352)
(2,986)
(15,187)
(3,086)
3,036
(288)
2,748
(15,525)
---
(15,525)
(1,238)
(14,287)
(15,525)
(1,238)
(14,401)
(15,279)
(0.33)
(0.33)
(0.33)
(0.33)
2021
$’000
46
(3,883)
(1,989)
(3,568)
(9,394)
5,122
2,468
(839)
1,629
(2,643)
---
(2,643)
(885)
(1,758)
(2,643)
(885)
(2,151)
(3,036)
(0.05)
(0.05)
(0.05)
(0.05)
246
246
(393)
(393)
(15,279)
(3,036)
The notes on pages 80 to 115 are an integral part of these consolidated financial statements.
Consolidated Statement of Profit or Loss and Other Comprehensive
Consolidated Statement of Financial Position
AS AT 30 JUNE 2022
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Rehabilitation bonds
Prepayments
Total current assets
Non-current assets
Trade and other receivables
Rehabilitation bonds
Right of use asset
Loans to related parties
Investment in preference shares
Plant and equipment
Deferred exploration, evaluation and development
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Provisions
Loans
Leases
Total current liabilities
Non-current liabilities
Provisions
Leases
Total non-current liabilities
Total liabilities
NET ASSETS
EQUITY
Equity attributable to equity holders of the Company
Issued capital
Accumulated losses
Share based payments reserve
Foreign currency translation reserve
Other reserve
Non-controlling interest - subsidiaries
Total equity
Notes
2022
$’000
2021
$’000
4
5
6
5
6
7
8
9
10
11
Notes
12
13
14
13
7
Notes
16
16
17
23
4,288
20,553
394
348
428
368
349
84
5,458
21,354
93
2,684
1,897
4,743
24,602
386
49,773
84,178
89,636
2022
$’000
2,522
189
1,959
1
4,671
1,953
2,115
4,068
8,739
80,897
2022
$’000
93
2,359
2,018
4,227
22,648
103
45,158
76,606
97,960
2021
$’000
963
177
1,888
---
3,028
1,823
2,106
3,929
6,957
91,003
2021
$’000
189,755
184,999
(127,481)
(113,924)
3,606
(24)
19,956
(4,915)
80,897
3,919
(270)
19,956
(3,677)
91,003
The notes on pages 80 to 115 are an integral part of these consolidated financial statements.
77
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2022
Cash flows from operating activities
Payment for exploration and evaluation
Payments to suppliers and employees
Interest received
Interest paid
Other receipts
Notes
2022
$’000
(8,873)
(4,307)
129
(98)
129
2021
$’000
(4,973)
(4,291)
67
(235)
306
Net cash used in operating activities
4
(13,020)
(9,126)
Cash flows from investing activities
Purchase of plant and equipment
Payments for exploration and evaluation
Term deposit funds (invested)/released
Proceeds from sale of property, plant and equipment
Dividends received
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue expenses
Borrowings provided to joint venture operations
Payment of lease liabilities
Repayment of borrowings
Net cash from financing activities
Net increase/(decease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate on cash at end of financial year
(341)
(4,339)
(372)
11
86
(74)
(1,788)
(35)
5
---
(4,955)
(1,892)
2,625
(100)
(678)
---
---
1,847
(16,128)
20,553
(137)
34,015
(1,230)
(611)
(18)
(2,000)
30,156
19,138
1,222
193
CASH ON HAND AND AT BANK AT END OF YEAR
4
4,288
20,553
The notes on pages 80 to 115 are an integral part of these consolidated financial statements.
78
ORION MINERALS 2022
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2022
Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2022
Notes
30 June 2022
Issued
capital
Accumul
ated
losses
Non-
controlling
interest
Foreign
currency
translation
reserve
Other
reserve
Share
based
payments
reserve
Total
equity
($’000)
($’000)
($’000)
($’000)
($’000)
($’000)
($’000)
Balance at 1 July 2021
184,999
(113,924)
(3,677)
(270)
19,956
3,919
91,003
Loss for the period
Other comprehensive loss
---
---
(14,287)
(1,238)
---
---
Total comprehensive loss for the
period
---
(14,287)
(1,238)
Transactions with owners in their capacity as owners:
Contributions of equity, net costs
4,756
Transfer of share options expired
Share-based payments expense
Transactions between owners
---
---
---
---
730
---
---
Total transactions with owners
4,756
730
---
---
---
---
---
---
246
246
---
---
---
---
---
---
---
---
---
---
---
---
---
(15,525)
246
---
(15,279)
---
4,756
(730)
417
---
---
417
---
---
---
(313)
5,173
Balance at 30 June 2022
189,755
(127,481)
(4,915)
(24)
19,956
3,606
80,897
30 June 2021
Issued
capital
Accumul
ated
losses
Non-
controlling
interest
Foreign
currency
translation
reserve
Other
reserve
Share
based
payments
reserve
Total
equity
($’000)
($’000)
($’000)
($’000)
($’000)
($’000)
($’000)
Balance at 1 July 2020
146,648
(112,727)
(2,552)
123
19,956
3,384
54,832
Net cash used in operating activities
4
(13,020)
(9,126)
Cash flows from operating activities
Payment for exploration and evaluation
Payments to suppliers and employees
Interest received
Interest paid
Other receipts
Cash flows from investing activities
Purchase of plant and equipment
Payments for exploration and evaluation
Term deposit funds (invested)/released
Proceeds from sale of property, plant and equipment
Dividends received
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue expenses
Borrowings provided to joint venture operations
Payment of lease liabilities
Repayment of borrowings
Net cash from financing activities
2022
$’000
(8,873)
(4,307)
129
(98)
129
(341)
(4,339)
(372)
11
86
2,625
(100)
(678)
---
---
1,847
(16,128)
20,553
(137)
2021
$’000
(4,973)
(4,291)
67
(235)
306
(74)
(1,788)
(35)
5
---
34,015
(1,230)
(611)
(18)
(2,000)
30,156
19,138
1,222
193
(4,955)
(1,892)
Net increase/(decease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate on cash at end of financial year
CASH ON HAND AND AT BANK AT END OF YEAR
4
4,288
20,553
The notes on pages 80 to 115 are an integral part of these consolidated financial statements.
Loss for the period
Other comprehensive loss
---
---
(1,758)
(885)
---
---
---
(393)
Total comprehensive loss for the
period
---
(1,758)
(885)
(393)
Transactions with owners in their capacity as owners:
Contributions of equity, net costs
38,351
Transfer of share options expired
Share-based payments expense
Transactions between owners
---
---
---
---
562
---
---
Total transactions with owners
38,351
562
---
---
---
(240)
(240)
---
---
---
---
---
---
---
---
---
---
---
---
---
(2,644)
(393)
---
(3,036)
---
38,351
(562)
1,096
---
---
1,096
(240)
---
---
534
39,207
Balance at 30 June 2021
184,999
(113,924)
(3,677)
(270)
19,956
3,919
91,003
The notes on pages 80 to 115 are an integral part of these consolidated financial statements.
79
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
1 CORPORATE INFORMATION
Orion Minerals Limited (Company) is a company domiciled in Australia. The address of the Company’s
registered office is Level 21, 55 Collins Street, Melbourne, Victoria, 3000. The consolidated financial
statements as at and for the year ended 30 June 2022 comprised the Company and its subsidiaries,
(together referred to as the Group). The Group is a for-profit group and is primarily involved in copper, zinc,
nickel, gold and platinum group elements (PGE) exploration, evaluation and development.
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
Statement of compliance
(i)
The consolidated financial statements are general purpose financial statements which have been
prepared in accordance with Australian Accounting Standards (AAS) adopted by the Australian
Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements
comply with International Financial Reporting Standards (IFRSs) adopted by the International Accounting
Standards Board (IASB). The consolidated financial statements were authorised for issue by the Board of
directors on 27 September 2022.
(ii) Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except where
otherwise stated.
The accounting policies set out below have been applied consistently to all periods presented in these
consolidated financial statements and across the Group, except as required by the new accounting
standards and interpretations adopted as disclosed in Note 2(b).
(iii) Going concern
The financial statements have been prepared on the going concern basis, which contemplates continuity
of normal business activities and the realisation of assets and discharge of liabilities in the normal course of
business.
As disclosed in the financial statements, the Group recorded a net loss of $15.53M for the year ended 30
June 2022 and the Group’s position as at 30 June 2022 was as follows:
•
The Group had cash reserves of $4.29M and had negative operating cash flows of $14.9M for the year
ended 30 June 2022;
The Group had positive working capital at 30 June 2022 of $0.79M; and
The Group’s main activity is exploration, evaluation and development of base metal, gold and PGE
projects in South Africa (Northern Cape) and as such it does not have a source of income, rather it is
reliant on debt and / or equity raisings to fund its activities.
•
•
These factors indicate a material uncertainty that may cast significant doubt as to whether the Group will
continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the
normal course of business and at the amounts stated in the financial report.
Following year end, in:
•
July 2022, Orion received $0.5M in cash, from receipt of funds from investors for Tranche 1 commitments
of the capital raising, announced by Orion on 22 June 2022;
• August 2022, Orion received $2.9M in cash, from receipt of funds from Tranche 2 of capital raising,
following receipt of shareholder approval, at the general meeting of Orion shareholders held on 18
August 2022; and
• August 2022, Orion received $1.35M in cash, from receipt of funds from a share purchase plan which
closed on 12 August 2022 and attracted strong support from shareholders, particularly those in South
Africa.
Current forecasts indicate that cash on hand as at 30 June 2022 will not be sufficient to fund planned
exploration and operational activities during the next twelve months and to maintain the Group’s
tenements in good standing.
80
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
1 CORPORATE INFORMATION
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
•
•
The Directors believe that there are reasonable grounds to believe that the Group will be able to continue
as a going concern, after consideration of the following factors:
•
Based on the updated high-margin Prieska Copper-Zinc Project (Prieska Project) bankable feasibility
study (BFS-20) released May 2020, with an initial 12 year Foundation Phase (refer ASX / JSE release 26
May 2020), the positive results delivered by the value engineering, optimisation works and pre-
development undertaken since the completion of the BFS-20, the continuation of a partnering
process which contemplates the introduction of a strategic project-level equity partner/ investor in
the Prieska Project;
In May 2022, Orion took a pivotal step towards the development of the Prieska Project after signing
non-binding term sheets with Triple Flag, for a US$87M secured funding package. Non-binding term
sheets have been signed with Triple Flag and are now being advanced under exclusivity to definitive
agreements, with the funding package planned to underpin the Early Production Scenario for the
Prieska Project announced in January (refer ASX/JSE release 20 January 2022);
In September 2022, the Company and the IDC signed non-binding term sheets for funding of the
Okiep Copper Project pre-development costs. The IDC has agreed to fund 43.75% of these costs and
will be a key strategic partner in the project;
Orion Minerals Limited (Company) is a company domiciled in Australia. The address of the Company’s
registered office is Level 21, 55 Collins Street, Melbourne, Victoria, 3000. The consolidated financial
statements as at and for the year ended 30 June 2022 comprised the Company and its subsidiaries,
(together referred to as the Group). The Group is a for-profit group and is primarily involved in copper, zinc,
nickel, gold and platinum group elements (PGE) exploration, evaluation and development.
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
(i)
Statement of compliance
The consolidated financial statements are general purpose financial statements which have been
prepared in accordance with Australian Accounting Standards (AAS) adopted by the Australian
Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements
comply with International Financial Reporting Standards (IFRSs) adopted by the International Accounting
Standards Board (IASB). The consolidated financial statements were authorised for issue by the Board of
directors on 27 September 2022.
(ii) Basis of measurement
otherwise stated.
The consolidated financial statements have been prepared on the historical cost basis except where
The accounting policies set out below have been applied consistently to all periods presented in these
consolidated financial statements and across the Group, except as required by the new accounting
standards and interpretations adopted as disclosed in Note 2(b).
The financial statements have been prepared on the going concern basis, which contemplates continuity
of normal business activities and the realisation of assets and discharge of liabilities in the normal course of
As disclosed in the financial statements, the Group recorded a net loss of $15.53M for the year ended 30
June 2022 and the Group’s position as at 30 June 2022 was as follows:
The Group had cash reserves of $4.29M and had negative operating cash flows of $14.9M for the year
The Group had positive working capital at 30 June 2022 of $0.79M; and
The Group’s main activity is exploration, evaluation and development of base metal, gold and PGE
projects in South Africa (Northern Cape) and as such it does not have a source of income, rather it is
reliant on debt and / or equity raisings to fund its activities.
These factors indicate a material uncertainty that may cast significant doubt as to whether the Group will
continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the
normal course of business and at the amounts stated in the financial report.
(iii) Going concern
business.
ended 30 June 2022;
•
•
•
Following year end, in:
August 2022; and
Africa.
Current forecasts indicate that cash on hand as at 30 June 2022 will not be sufficient to fund planned
exploration and operational activities during the next twelve months and to maintain the Group’s
tenements in good standing.
• Ongoing negotiations with Anglo American sefa Fund (AASMF) in relation to the loan agreement for
the further exploration and development of the Prieska Project. In 2015, the Company’s subsidiary,
Prieska Copper Zinc Mine (Pty) Ltd (PCZM) and AASMF entered into a loan agreement, which under
the terms of the loan, AASMF advanced ZAR14.25M to PCZM in August 2017. PCZM and AASMF are
currently in negotiations to agree and settle a repayment plan in relation to the loan. Refer to Note
8 for the key terms of the loan; and
The Company’s ability to successfully raise capital in the past, the Directors are confident of obtaining
the continued support of the Company’s shareholders and a number of brokers that have supported
the Company’s previous capital raisings.
•
In addition to the capital raising and working closely with Triple Flag, the Company is also continuing to
progress discussions with banks, leading development financing agencies, and other financing institutions,
in relation to funding the development of the Prieska Project. Importantly, very positive progress has also
recently been made towards a funding package with a leading development financing agency following
an extended period of due diligence and negotiations.
Accordingly, the financial statements for the year ended 30 June 2022 have been prepared on a going
concern basis as, in the opinion of the Directors, the Group will be in a position to continue to meet its
operating costs and exploration expenditure commitments and pay its debts as and when they fall due
for at least twelve months from the date of this report.
However, the Directors recognise that if sufficient additional funding is not raised from the issue of capital
or through alternative funding sources, there is a material uncertainty as to whether the going concern
basis is appropriate with the result that the Group may relinquish title to certain tenements and may have
to realise its assets and extinguish its liabilities other than in the ordinary course of business and at amounts
different from those stated in the financial report. No allowance for such circumstances has been made in
the financial report.
•
July 2022, Orion received $0.5M in cash, from receipt of funds from investors for Tranche 1 commitments
(b) New accounting standards and interpretations
of the capital raising, announced by Orion on 22 June 2022;
• August 2022, Orion received $2.9M in cash, from receipt of funds from Tranche 2 of capital raising,
following receipt of shareholder approval, at the general meeting of Orion shareholders held on 18
(i) New accounting standards
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by
the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period.
• August 2022, Orion received $1.35M in cash, from receipt of funds from a share purchase plan which
closed on 12 August 2022 and attracted strong support from shareholders, particularly those in South
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been
early adopted.
The following Accounting Standards and Interpretations are most relevant to the Group:
81
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
AASB 2020-1 & AASB 2020-6 - Amendments to AASB 101: Classification of Liabilities as Current or Non-current
In January 2020, the AASB issued amendments to paragraphs 69 to 76 of AASB 101 to specify the
requirements for classifying liabilities as current or non-current. The amendments clarify:
• What is meant by a right to defer settlement;
•
•
•
That a right to defer must exist at the end of the reporting period;
That classification is unaffected by the likelihood that an entity will exercise its deferral right; and
That only if an embedded derivative in a convertible liability is itself an equity instrument would the
terms of a liability not impact its classification.
The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and must
be applied retrospectively. The Group is currently assessing the impact the amendments will have on
current practice and whether existing loan agreements may require renegotiation.
Property, Plant and Equipment: Proceeds before intended Use – Amendments to AASB 116
In June 2020, the AASB issued Property, Plant and Equipment — Proceeds before Intended Use, which
prohibits entities deducting from the cost of an item of property, plant and equipment, any proceeds from
selling items produced while bringing that asset to the location and condition necessary for it to be
capable of operating in the manner intended by management. Instead, an entity recognises the
proceeds from selling such items, and the costs of producing those items, in profit or loss.
The amendment is effective for annual reporting periods beginning on or after 1 January 2022 and must
be applied retrospectively to items of property, plant and equipment made available for use on or after
the beginning of the earliest period presented when the entity first applies the amendment.
The amendments are not expected to have a material impact on the Group.
Definition of Accounting Estimates - Amendments to AASB 108
In March 2021, the AASB issued amendments to AASB 108, in which it introduces a definition of ‘accounting
estimates’. The amendments clarify the distinction between changes in accounting estimates and
changes in accounting policies and the correction of errors. Also, they clarify how entities use
measurement techniques and inputs to develop accounting estimates.
The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and apply
to changes in accounting policies and changes in accounting estimates that occur on or after the start of
that period. Earlier application is permitted as long as this fact is disclosed.
The amendments are not expected to have a material impact on the Group.
Disclosure of Accounting Policies - Amendments to AASB 101 and AASB Practice Statement 2
In March 2021, the AASB issued amendments to AASB 101 and AASB Practice Statement 2 Making
Materiality Judgements, in which it provides guidance and examples to help entities apply materiality
judgements to accounting policy disclosures. The amendments aim to help entities provide accounting
policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’
accounting policies with a requirement to disclose their ‘material’ accounting policies and adding
guidance on how entities apply the concept of materiality in making decisions about accounting policy
disclosures.
The amendments to AASB 1 are applicable for annual periods beginning on or after 1 January 2023 with
earlier application permitted. Since the amendments to the Practice Statement 2 provide non-mandatory
guidance on the application of the definition of material to accounting policy information, an effective
date for these amendments is not necessary.
The Group is currently assessing the impact of the amendments to determine the impact they will have on
the Group’s accounting policy disclosures.
82
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
AASB 2020-1 & AASB 2020-6 - Amendments to AASB 101: Classification of Liabilities as Current or Non-current
(c) Basis of consolidation
The consolidated financial statements incorporate the assets and liabilities of all entities controlled by Orion
Minerals Limited (Parent Company) from time to time during the year and at 30 June 2022 and the results
of its controlled entities for the year then ended. The effects of all transactions between entities in the
economic entity are eliminated in full.
The financial statements of the subsidiary are prepared for the same reporting period as the parent entity,
using consistent accounting policies.
Subsidiaries
(i)
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity. The financial statements of subsidiaries are included in the consolidated
financial statements from the date on which control commences until the date on which control ceases.
(ii) Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary,
and any related NCI and other components of equity. Any resulting gain or loss is recognised in the
Statement of Profit or Loss. Any interest retained in the former subsidiary is measured at fair value when
control is lost.
(iii) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group
transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees
are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses
are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of
impairment.
Definition of Accounting Estimates - Amendments to AASB 108
(d) Foreign currency translation
The functional and presentation currency of the Company and its Australian subsidiaries is Australian
Dollars. For comparative purposes, the consolidated financial statements may make reference to South
African Rand (ZAR). Transactions in foreign currencies are translated to the respective functional currency
of the Group at exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency
at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair
value in a foreign currency are translated to the functional currency at the exchange rate when the fair
value was determined. Foreign currency differences are generally recognised in the Statement of Profit or
Loss. Non-monetary items that are measured based on historical cost in a foreign currency are not
translated.
Disclosure of Accounting Policies - Amendments to AASB 101 and AASB Practice Statement 2
(e) Investment and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included
as part of the initial measurement, except for financial assets at fair value through the Statement of Profit
or Loss. Such assets are subsequently measured at either amortised cost or fair value depending on their
classification. Classification is determined based on both the business model within which such assets are
held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch
is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been
transferred and the Group has transferred substantially all the risks and rewards of ownership. When there
is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off to
profit or loss.
83
In January 2020, the AASB issued amendments to paragraphs 69 to 76 of AASB 101 to specify the
requirements for classifying liabilities as current or non-current. The amendments clarify:
• What is meant by a right to defer settlement;
That a right to defer must exist at the end of the reporting period;
That classification is unaffected by the likelihood that an entity will exercise its deferral right; and
That only if an embedded derivative in a convertible liability is itself an equity instrument would the
terms of a liability not impact its classification.
•
•
•
The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and must
be applied retrospectively. The Group is currently assessing the impact the amendments will have on
current practice and whether existing loan agreements may require renegotiation.
Property, Plant and Equipment: Proceeds before intended Use – Amendments to AASB 116
In June 2020, the AASB issued Property, Plant and Equipment — Proceeds before Intended Use, which
prohibits entities deducting from the cost of an item of property, plant and equipment, any proceeds from
selling items produced while bringing that asset to the location and condition necessary for it to be
capable of operating in the manner intended by management. Instead, an entity recognises the
proceeds from selling such items, and the costs of producing those items, in profit or loss.
The amendment is effective for annual reporting periods beginning on or after 1 January 2022 and must
be applied retrospectively to items of property, plant and equipment made available for use on or after
the beginning of the earliest period presented when the entity first applies the amendment.
The amendments are not expected to have a material impact on the Group.
In March 2021, the AASB issued amendments to AASB 108, in which it introduces a definition of ‘accounting
estimates’. The amendments clarify the distinction between changes in accounting estimates and
changes in accounting policies and the correction of errors. Also, they clarify how entities use
measurement techniques and inputs to develop accounting estimates.
The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and apply
to changes in accounting policies and changes in accounting estimates that occur on or after the start of
that period. Earlier application is permitted as long as this fact is disclosed.
The amendments are not expected to have a material impact on the Group.
In March 2021, the AASB issued amendments to AASB 101 and AASB Practice Statement 2 Making
Materiality Judgements, in which it provides guidance and examples to help entities apply materiality
judgements to accounting policy disclosures. The amendments aim to help entities provide accounting
policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’
accounting policies with a requirement to disclose their ‘material’ accounting policies and adding
guidance on how entities apply the concept of materiality in making decisions about accounting policy
disclosures.
The amendments to AASB 1 are applicable for annual periods beginning on or after 1 January 2023 with
earlier application permitted. Since the amendments to the Practice Statement 2 provide non-mandatory
guidance on the application of the definition of material to accounting policy information, an effective
date for these amendments is not necessary.
The Group is currently assessing the impact of the amendments to determine the impact they will have on
the Group’s accounting policy disclosures.
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial assets at fair value through profit or loss
(i)
Financial assets not measured at amortised cost or at fair value through other comprehensive income are
classified as financial assets at fair value through the Statement of Profit or Loss. Typically, such financial
assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term
with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where
permitted. Fair value movements are recognised in the Statement of Profit or Loss.
(ii) Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the
Group intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon
initial recognition.
(iii) Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through the Statement of Profit or Loss, transaction costs that are directly attributable
to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through
profit or loss are expensed in the Statement of Profit or Loss.
(iv) Impairment
The Group recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the
loss allowance depends upon the Group's assessment at the end of each reporting period as to whether
the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable
and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-
month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected
credit losses that is attributable to a default event that is possible within the next 12 months. Where a
financial asset has become credit impaired or where it is determined that credit risk has increased
significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of
expected credit loss recognised is measured on the basis of the probability weighted present value of
anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is
recognised within other comprehensive income. In all other cases, the loss allowance is recognised in the
Statement of Profit or Loss.
(f) Associates
Associates are entities over which the Group has significant influence but not control or joint control.
Investments in associates are accounted for using the equity method. Under the equity method, the share
of the profits or losses of the associate is recognised in profit or loss and the share of the movements in
equity is recognised in other comprehensive income. Investments in associates are carried in the
statement of financial position at cost plus post-acquisition changes in the Group’s share of the net assets
of the associate.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including
any unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the associate.
Subsequent expenditure is capitalised only when it is probable that the future economic benefits
associated with the expenditure will flow to the Group.
Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale
are presented separately from the other assets in the Statement of Financial Position. The liabilities of a
disposal group classified as held for sale are presented separately from other liabilities in the Statement of
Financial Position.
84
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(i)
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are
classified as financial assets at fair value through the Statement of Profit or Loss. Typically, such financial
assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term
with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where
permitted. Fair value movements are recognised in the Statement of Profit or Loss.
(ii) Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the
Group intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon
initial recognition.
(iii) Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through the Statement of Profit or Loss, transaction costs that are directly attributable
to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through
profit or loss are expensed in the Statement of Profit or Loss.
(iv) Impairment
The Group recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the
loss allowance depends upon the Group's assessment at the end of each reporting period as to whether
the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable
and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-
month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected
credit losses that is attributable to a default event that is possible within the next 12 months. Where a
financial asset has become credit impaired or where it is determined that credit risk has increased
significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of
expected credit loss recognised is measured on the basis of the probability weighted present value of
anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is
recognised within other comprehensive income. In all other cases, the loss allowance is recognised in the
Statement of Profit or Loss.
(f) Associates
Associates are entities over which the Group has significant influence but not control or joint control.
Investments in associates are accounted for using the equity method. Under the equity method, the share
of the profits or losses of the associate is recognised in profit or loss and the share of the movements in
equity is recognised in other comprehensive income. Investments in associates are carried in the
statement of financial position at cost plus post-acquisition changes in the Group’s share of the net assets
of the associate.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including
any unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the associate.
Subsequent expenditure is capitalised only when it is probable that the future economic benefits
associated with the expenditure will flow to the Group.
Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale
are presented separately from the other assets in the Statement of Financial Position. The liabilities of a
disposal group classified as held for sale are presented separately from other liabilities in the Statement of
Financial Position.
(g) Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses.
Depreciation is calculated on a straight line basis using estimated remaining useful life of the asset. The
estimated useful lives for the current and comparative period are as follows:
Plant and equipment - over 3 to 15 years. Depreciation methods, useful lives and residual values are
reviewed at each reporting date and adjusted if appropriate.
(h) Impairment
(i) Non-financial assets
At each reporting date, the Group assesses whether there is any indication that an asset may be impaired.
Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount.
Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired
and is written down to its recoverable amount.
Recoverable amount is the greater of fair value less costs to dispose and value in use. It is determined for
an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs
to dispose and it does not generate cash inflows that are largely independent of those from other assets
or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to
which the asset belongs.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its
recoverable amount. Impairment losses are recognised in the Statement of Profit or Loss. Impairment
losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of
any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit
(group of units) on a pro rata basis.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that
the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in
the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent
that the asset’s carrying amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been recognised.
(i)
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using
the effective interest method, less any allowance for expected credit losses. Trade receivables are
generally due for settlement within 30 - 60 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit losses, trade receivables have been grouped
based on days overdue. An estimate for doubtful debts is made when collection of the full amount is no
longer probable. Bad debts are written off when identified.
(j) Cash and cash equivalents
Cash and short-term deposits in the Statement of Financial Position comprise cash at bank and in hand
and short-term deposits with an original maturity of three months or less.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts.
Funds placed on deposit with financial institutions to secure performance bonds are classified as non-
current other receivables and not included in cash and cash equivalents.
(k) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the
financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost
and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
85
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(l) Borrowings and finance costs
Loans and borrowings are initially recognised at the fair value of the consideration received, net of
transaction costs. They are subsequently measured at amortised cost using the effective interest method.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability
in the statement of financial position, net of transaction costs.
On the issue of the convertible notes the fair value of the liability component is determined using a market
rate for an equivalent non-convertible bond and this amount is carried as a non-current liability on the
amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the
passage of time is recognised as a finance cost. The remainder of the proceeds are allocated to the
conversion option that is recognised and included in shareholders equity as a convertible note reserve,
net of transaction costs. The carrying amount of the conversion option is not remeasured in the subsequent
years. The corresponding interest on convertible notes is expensed to the Statement of Profit or Loss.
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs
are expensed in the period in which they are incurred.
(m) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation and a reliable estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and,
where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.
(n) Employee benefits
Share based payments
(i)
The cost of equity-settled transactions with employees is measured by reference to the fair value at the
date at which they are granted. The fair value is determined using both the Hull-White and Black Scholes
models. Further details are given in Note 28.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance conditions are fulfilled, ending on the date on which the relevant
employees become fully entitled to the award (Vesting Date).
The cumulative expense recognised for equity-settled transactions at each reporting date until Vesting
Date reflects (i) the extent to which the vesting period has surpassed and (ii) the number of awards that,
in the opinion of the directors of the Group, will ultimately vest. This opinion is formed based on the best
available information at balance date. No adjustment is made for the likelihood of market performance
conditions being met as the effect of these conditions is included in the determination of fair value at grant
date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
conditional upon a market condition. Where the terms of an equity-settled award are modified, as a
minimum an expense is recognised as if the terms had not been modified. In addition, an expense is
recognised for any increase in the value of the transaction as a result of the modification, as measured at
the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation,
and any expense not yet recognised for the award is recognised immediately. However, if a new award is
substituted for the cancelled award and designated as a replacement award on the date that it is
granted, the cancelled and new award are treated as if they were a modification of the original award,
as described in the previous paragraph.
86
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(l) Borrowings and finance costs
Loans and borrowings are initially recognised at the fair value of the consideration received, net of
transaction costs. They are subsequently measured at amortised cost using the effective interest method.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability
in the statement of financial position, net of transaction costs.
On the issue of the convertible notes the fair value of the liability component is determined using a market
rate for an equivalent non-convertible bond and this amount is carried as a non-current liability on the
amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the
passage of time is recognised as a finance cost. The remainder of the proceeds are allocated to the
conversion option that is recognised and included in shareholders equity as a convertible note reserve,
net of transaction costs. The carrying amount of the conversion option is not remeasured in the subsequent
years. The corresponding interest on convertible notes is expensed to the Statement of Profit or Loss.
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs
are expensed in the period in which they are incurred.
(m) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation and a reliable estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and,
where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.
(n) Employee benefits
(i)
Share based payments
The cost of equity-settled transactions with employees is measured by reference to the fair value at the
date at which they are granted. The fair value is determined using both the Hull-White and Black Scholes
models. Further details are given in Note 28.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance conditions are fulfilled, ending on the date on which the relevant
employees become fully entitled to the award (Vesting Date).
The cumulative expense recognised for equity-settled transactions at each reporting date until Vesting
Date reflects (i) the extent to which the vesting period has surpassed and (ii) the number of awards that,
in the opinion of the directors of the Group, will ultimately vest. This opinion is formed based on the best
available information at balance date. No adjustment is made for the likelihood of market performance
conditions being met as the effect of these conditions is included in the determination of fair value at grant
date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
conditional upon a market condition. Where the terms of an equity-settled award are modified, as a
minimum an expense is recognised as if the terms had not been modified. In addition, an expense is
recognised for any increase in the value of the transaction as a result of the modification, as measured at
the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation,
and any expense not yet recognised for the award is recognised immediately. However, if a new award is
substituted for the cancelled award and designated as a replacement award on the date that it is
granted, the cancelled and new award are treated as if they were a modification of the original award,
as described in the previous paragraph.
(ii) Employee benefits
Annual leave liabilities are measured at the amounts expected to be paid when the liabilities are settled.
Long service leave liabilities are measured at the present value of the estimated future cash outflows for
the services provided by employees up to the reporting date.
Liabilities not expected to be settled within twelve months are discounted using market yields at the
reporting date on high quality corporate bonds with terms to maturity that match, as closely as possible to
the related liability.
(o) Revenue
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be
entitled in exchange for transferring goods or services to a customer. For each contract with a customer,
the Group: identifies the contract with a customer; identifies the performance obligations in the contract;
determines the transaction price which takes into account estimates of variable consideration and the
time value of money; allocates the transaction price to the separate performance obligations on the basis
of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises
revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the
customer of the goods or services promised.
Interest
(i)
Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial instrument) to
the net carrying amount of the financial asset.
(p) Income tax
Tax consolidation
(i)
The Company and its wholly-owned Australian resident entity are part of a tax-consolidated group. As a
consequence, all members of the tax-consolidated group are taxed as a single entity from that date. The
head entity within the tax-consolidated group is Orion Minerals Ltd.
(q) Other taxes
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST) or value
added tax (VAT) except where the GST or VAT incurred on a purchase of goods and services is not
recoverable from the taxation authority, in which case the GST or VAT is recognised as part of the cost of
acquisition of the asset or as part of the expense item as applicable. Receivables and payables are stated
with the amount of GST or VAT included. The net amount of GST or VAT recoverable from, or payable to,
the taxation authority is included as part of receivables or payables in the Statement of Financial Position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST or VAT component
of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the
taxation authority are classified as operating cash flows.
(r) Exploration and evaluation expenditure
Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately
for each area of interest. Each area of interest is limited to a size related to a known or probable mineral
resource capable of supporting a mining operation.
Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure
which can be directly attributed to operational activities in the area of interest, but does not include
general overheads or administrative expenditure not having a specific nexus with a particular area of
interest.
87
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Expenditure incurred on activities that precede exploration and evaluation of mineral resources, including
all expenditure incurred prior to securing legal rights to explore an area, is expensed as incurred. For each
area of interest, the expenditure is recognised as an exploration and evaluation asset where the following
conditions are satisfied:
•
such costs are expected to be recouped through successful development and exploitation of the
area of interest or, alternatively, by its sale; or
• exploration activities in the area of interest have not, at balance date reached a stage which
permits a reasonable assessment of the existence or otherwise of economically recoverable
reserves.
Exploration and evaluation assets include:
• acquisition of rights to explore;
•
• exploration drilling, trenching and sampling; and
• activities in relation to evaluating the technical feasibility and commercial viability of extracting the
topographical, geological and geophysical studies;
mineral resources.
General and administrative costs are not recognised as an exploration and evaluation asset. These costs
are expensed as incurred. Exploration and evaluation assets are classified as tangible or intangible
according to the nature of the assets. As the assets are not yet ready for use, they are not depreciated or
amortised (for intangible assets).
Assets that are classified as tangible assets include:
• piping and pumps;
•
• exploration vehicles and drilling equipment.
tanks; and
Assets that are classified as intangible assets include:
• drilling rights;
• acquired rights to explore;
• exploratory drilling costs; and
•
trenching and sampling costs.
Exploration expenditure which no longer satisfies the above policy is written off. In addition, a provision is
raised against exploration expenditure where the directors are of the opinion that the carried forward net
cost may not be recoverable under the above policy.
When an area of interest is abandoned, any expenditure carried forward in respect of that area is written
off in the year in which the decision to abandon is made, firstly against any existing provision for that
expenditure, with any remaining balance being charged to the Statement of Profit or Loss. Expenditure is
not carried forward in respect of any area of interest/mineral resource unless the economic entity’s rights
of tenure to that area of interest are current. Amortisation is not charged on areas under development,
pending commencement of production.
Exploration and evaluation assets are assessed for impairment if:
•
•
the term of exploration license in the specific area of interest has expired during the reporting
period or will expire in the near future, and is not expected to be renewed;
substantive expenditure on further exploration for and evaluation of mineral resources in the
specific area are not budgeted nor planned;
• exploration for and evaluation of mineral resources in the specific area have not led to the
discovery of commercially viable quantities of mineral resources and a decision has been made
to discontinue such activities in the specified area; or
sufficient data exists to indicate that, although a development in the specific area is likely to
proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered
in full from successful development or by sale.
•
88
ORION MINERALS 2022
Expenditure incurred on activities that precede exploration and evaluation of mineral resources, including
all expenditure incurred prior to securing legal rights to explore an area, is expensed as incurred. For each
area of interest, the expenditure is recognised as an exploration and evaluation asset where the following
conditions are satisfied:
•
such costs are expected to be recouped through successful development and exploitation of the
area of interest or, alternatively, by its sale; or
• exploration activities in the area of interest have not, at balance date reached a stage which
permits a reasonable assessment of the existence or otherwise of economically recoverable
reserves.
Exploration and evaluation assets include:
• acquisition of rights to explore;
•
topographical, geological and geophysical studies;
• exploration drilling, trenching and sampling; and
mineral resources.
General and administrative costs are not recognised as an exploration and evaluation asset. These costs
are expensed as incurred. Exploration and evaluation assets are classified as tangible or intangible
according to the nature of the assets. As the assets are not yet ready for use, they are not depreciated or
amortised (for intangible assets).
Assets that are classified as tangible assets include:
• piping and pumps;
•
tanks; and
• exploration vehicles and drilling equipment.
Assets that are classified as intangible assets include:
• drilling rights;
• acquired rights to explore;
• exploratory drilling costs; and
•
trenching and sampling costs.
Exploration expenditure which no longer satisfies the above policy is written off. In addition, a provision is
raised against exploration expenditure where the directors are of the opinion that the carried forward net
cost may not be recoverable under the above policy.
When an area of interest is abandoned, any expenditure carried forward in respect of that area is written
off in the year in which the decision to abandon is made, firstly against any existing provision for that
expenditure, with any remaining balance being charged to the Statement of Profit or Loss. Expenditure is
not carried forward in respect of any area of interest/mineral resource unless the economic entity’s rights
of tenure to that area of interest are current. Amortisation is not charged on areas under development,
pending commencement of production.
Exploration and evaluation assets are assessed for impairment if:
•
•
•
the term of exploration license in the specific area of interest has expired during the reporting
period or will expire in the near future, and is not expected to be renewed;
substantive expenditure on further exploration for and evaluation of mineral resources in the
specific area are not budgeted nor planned;
• exploration for and evaluation of mineral resources in the specific area have not led to the
discovery of commercially viable quantities of mineral resources and a decision has been made
to discontinue such activities in the specified area; or
sufficient data exists to indicate that, although a development in the specific area is likely to
proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered
in full from successful development or by sale.
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
• activities in relation to evaluating the technical feasibility and commercial viability of extracting the
(t) Critical accounting judgements and key sources of estimation uncertainty
For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating
units to which the exploration activity relates. The cash generating unit shall not be larger than the area of
interest. Each area of interest is reviewed at the end of each accounting period and accumulated costs
are written off to the extent that they are not expected to be recoverable in the future.
(s) Rehabilitation provision
The Group's mining and exploration activities are subject to various laws and regulations governing the
protection of the environment. A provision has been made for the present value of anticipated costs for
future rehabilitation of land explored or mined. The Group recognises a provision for rehabilitation based
on independent environmental experts’ reports for anticipated future rehabilitation costs. Actual costs
incurred in the future periods could differ materially from the estimates. Additionally, future changes to
environmental laws and regulations, life of mine estimates and discount rates could affect the carrying
amount of this provision.
In the application of AASB’s management is required to make judgments, estimates and assumptions
about carrying values of assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and various other factors that
are believed to be reasonable under the circumstance, the results of which form the basis of making the
judgments. Actual results may differ from these estimates. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the
estimate is revised if the revision affects only that year, or in the year of the revision and future years if the
revision affects both current and future years.
Judgments made by management that have significant effects on the financial statements and estimates
with a significant risk of material adjustments in the next year are disclosed, where applicable, in the
relevant notes to the financial statements and include:
• Note 7 – Leases
The lease term is a significant component in the measurement of both the right-of-use asset and
lease liability. Judgement is exercised in determining whether there is reasonable certainty that an
option to extend the lease or purchase the underlying asset will be exercised, or an option to
terminate the lease will not be exercised, when ascertaining the periods to be included in the lease
term. In determining the lease term, all facts and circumstances that create an economical
incentive to exercise an extension option, or not to exercise a termination option, are considered
at the lease commencement date. Factors considered may include the importance of the asset
to the consolidated entity's operations; comparison of terms and conditions to prevailing market
rates; incurrence of significant penalties; existence of significant leasehold improvements; and the
costs and disruption to replace the asset. The consolidated entity reassesses whether it is reasonably
certain to exercise an extension option, or not exercise a termination option, if there is a significant
event or significant change in circumstances
• Note 11 - Deferred exploration, evaluation and development
Exploration and evaluation costs have been capitalised on the basis that exploration, mine
development early works and BFS optimisation works are ongoing and that the Group may
commence commercial production in the future, from which time the costs will be amortised in
proportion to the depletion of the mineral resources. Key judgements are applied in considering
costs to be capitalised which includes determining expenditures directly related to these activities
and allocating overheads between those that are expensed and capitalised. In addition, costs are
only capitalised that are expected to be recovered either through successful development or sale
of the relevant mining interest.
• Note 13 - Provisions
A provision has been made for the present value of anticipated costs for future rehabilitation of
land explored or mined. The Group’s exploration activities are subject to various laws and
regulations governing the protection of the environment. The Group recognises management's
best estimate for assets site rehabilitations in the period in which they are incurred. Actual costs
incurred in the future periods could differ materially from the estimates.
89
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
• Note 16 - Measurement of share based payments
The Group measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined
by using the Hull-White model (from 1 July 2020) and Black Scholes model (prior to 1 July 2020),
taking into account the terms and conditions upon which the instruments were granted. The
accounting estimates and assumptions relating to equity-settled share-based payments would
have no impact on the carrying amounts of assets and liabilities within the next annual reporting
period but may impact profit or loss and equity.
• Note 20 – Incremental Borrowing Rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing
rate is estimated to discount future lease payments to measure the present value of the lease
liability at the lease commencement date. Such a rate is based on what the consolidated entity
estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a
similar value to the right-of-use asset, with similar terms, security and economic environment.
(u) Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by
adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of
ordinary shares outstanding which have been issued for no consideration in relation to the dilutive potential
ordinary shares, which comprise share options granted to employees, contract personnel, shareholders
and corporate entities engaged by the Group, that are expected to be exercised.
(v) Segment reporting
(i) Determination and presentation of operating segments
An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any
of the Group’s other components. All operating segments’ operating results are regularly reviewed by the
Group’s Managing Director and Chief Executive Officer (Chief Operating Decision Maker of the Group) to
make decisions about resources to be allocated to the segment and assess its performance, and for which
discrete financial information is available.
Segment results that are reported to the Managing Director and Chief Executive Officer include items
directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Unallocated items comprise mainly corporate assets (primarily the Company’s headquarters), head office
expenses, and income tax assets and liabilities.
(w) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary
shares and share options are recognised as a deduction from equity, net of any tax effects. Dividends on
ordinary shares are recognised as a liability in the period in which they are declared.
(x) Determination of fair values
A number of the Group’s accounting policies and disclosures require the determination of fair value, for
both financial and non-financial assets and liabilities. Fair values have been determined for measurement
and / or disclosure purposes based on the following methods. When applicable, further information about
the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
Share-based payment transactions
(i)
The fair value of the employee share options and the share appreciation rights is measured using the Hull-
White formula (previously Black-Scholes formula). Measurement inputs include share price on
measurement date, exercise price of the instrument, expected volatility (based on weighted average
historic volatility adjusted for changes expected due to publicly available information), weighted average
expected life of the instruments (based on historical experience and general option holder behaviour),
expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market
performance conditions attached to the transactions are not taken into account in determining fair value.
90
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
• Note 16 - Measurement of share based payments
The Group measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined
by using the Hull-White model (from 1 July 2020) and Black Scholes model (prior to 1 July 2020),
taking into account the terms and conditions upon which the instruments were granted. The
accounting estimates and assumptions relating to equity-settled share-based payments would
have no impact on the carrying amounts of assets and liabilities within the next annual reporting
period but may impact profit or loss and equity.
• Note 20 – Incremental Borrowing Rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing
rate is estimated to discount future lease payments to measure the present value of the lease
liability at the lease commencement date. Such a rate is based on what the consolidated entity
estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a
similar value to the right-of-use asset, with similar terms, security and economic environment.
(u) Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by
adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of
ordinary shares outstanding which have been issued for no consideration in relation to the dilutive potential
ordinary shares, which comprise share options granted to employees, contract personnel, shareholders
and corporate entities engaged by the Group, that are expected to be exercised.
(v) Segment reporting
(i) Determination and presentation of operating segments
An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any
of the Group’s other components. All operating segments’ operating results are regularly reviewed by the
Group’s Managing Director and Chief Executive Officer (Chief Operating Decision Maker of the Group) to
make decisions about resources to be allocated to the segment and assess its performance, and for which
discrete financial information is available.
Segment results that are reported to the Managing Director and Chief Executive Officer include items
directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Unallocated items comprise mainly corporate assets (primarily the Company’s headquarters), head office
expenses, and income tax assets and liabilities.
(w) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary
shares and share options are recognised as a deduction from equity, net of any tax effects. Dividends on
ordinary shares are recognised as a liability in the period in which they are declared.
(x) Determination of fair values
A number of the Group’s accounting policies and disclosures require the determination of fair value, for
both financial and non-financial assets and liabilities. Fair values have been determined for measurement
and / or disclosure purposes based on the following methods. When applicable, further information about
the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
(i)
Share-based payment transactions
The fair value of the employee share options and the share appreciation rights is measured using the Hull-
White formula (previously Black-Scholes formula). Measurement inputs include share price on
measurement date, exercise price of the instrument, expected volatility (based on weighted average
historic volatility adjusted for changes expected due to publicly available information), weighted average
expected life of the instruments (based on historical experience and general option holder behaviour),
expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market
performance conditions attached to the transactions are not taken into account in determining fair value.
(y) Fair value measurement hierarchy
The Group is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy,
based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1:
Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at
the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the
asset or liability. Considerable judgement is required to determine what is significant to fair value and
therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These
include discounted cash flow analysis or the use of observable inputs that require significant adjustments
based on unobservable inputs.
(i) Right of Use Assets:
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured
at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease
payments made at or before the commencement date net of any lease incentives received, any initial
direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected
to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the
estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain
ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life.
Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are
expensed to profit or loss as incurred.
(ii) Lease Liabilities:
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised
at the present value of the lease payments to be made over the term of the lease, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity’s
incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid
under residual value guarantees, exercise price of a purchase option when the exercise of the option is
reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that
do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts
are remeasured if there is a change in the following: future lease payments arising from a change in an
index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination
penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use
asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
(z) Rounding of amounts
The Company is of a kind referred to in the Corporations Instrument 2016/191, issued by the Australian
Securities and Investment Commission, relation to ‘rounding off’. Amounts in this report have been
rounded off in accordance with that Corporations Instrument to the nearest thousand dollars or in certain
cases, to the nearest dollar.
91
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
3
REVENUES AND EXPENSES
Other income
Services rendered to associate companies
Costs recovered from associate companies
Total other income
Other operational expenses
Contractor, consultants and advisory
Due diligence expenditure
Investor and public relations
Communications and information technology
Depreciation
Loss on disposal of plant and equipment
Occupancy
Travel and accommodation
Directors’ fees and employment
Other corporate and administrative
Total other operational expenses
Non-operating income and expenses
Net foreign exchange (gain)/loss
Government grants
Dividend Income
Non-operating other Income
Liquidation of subsidiary
Share based payments
Total non-operating (income)/ expenses
2022
$’000
50
8
58
2022
$’000
1,589
28
364
117
145
---
64
170
398
111
2,986
2022
$’000
2,766
---
(86)
(11)
---
417
3,086
2021
$000
46
---
46
2021
$’000
2,463
---
240
107
95
2
59
76
411
115
3,568
2021
$’000
(5,917)
(61)
---
---
(240)
1,096
(5,122)
92
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
3
REVENUES AND EXPENSES
4 CASH AND CASH EQUIVALENTS
Other income
Services rendered to associate companies
Costs recovered from associate companies
Total other income
Other operational expenses
Contractor, consultants and advisory
Due diligence expenditure
Investor and public relations
Communications and information technology
Depreciation
Occupancy
Loss on disposal of plant and equipment
Travel and accommodation
Directors’ fees and employment
Other corporate and administrative
Total other operational expenses
Non-operating income and expenses
Net foreign exchange (gain)/loss
Government grants
Dividend Income
Non-operating other Income
Liquidation of subsidiary
Share based payments
Total non-operating (income)/ expenses
2022
$’000
50
8
58
2022
$’000
1,589
28
364
117
145
---
64
170
398
111
2,986
2022
$’000
2,766
---
(86)
(11)
---
417
3,086
2021
$000
46
---
46
2021
$’000
2,463
---
240
107
95
2
59
76
411
115
3,568
2021
$’000
(5,917)
(61)
---
---
(240)
1,096
(5,122)
Other expenses
Cash and cash equivalents
Short term deposits
Reconciliation
Net loss
Adjustment for:
Depreciation
(Gain)/loss on disposal of property, plant & equipment
Dividends received
Share base payments expense
Liquidation of subsidiary
Okiep acquisition consideration
Data acquisition consideration
Short term incentives – share issued
Other items written off
(Gain)/loss on foreign exchange
Finance income
Finance expense
Interest received
Interest paid
Changes in assets and liabilities:
Decrease in trade and other payables
Decrease/(increase) other current assets
(Decrease)/increase in provisions
Net cash used in operating activities
5
TRADE AND OTHER RECEIVABLES
Other expenses
Current receivables:
Security deposits (a)
Taxes receivable
Other receivables
Non-current receivables:
Security deposits (a)
Deposits
2022
$’000
4,270
18
4,288
2022
$’000
(15,525)
145
(11)
(86)
417
---
(84)
1,860
---
---
2,766
(3,036)
288
129
(98)
399
(386)
202
(13,020)
2022
$’000
24
312
58
394
3
90
93
2021
$’000
16,754
3,799
20,553
2021
$’000
(2,643)
95
2
---
1,096
(240)
84
---
503
(1)
(5,917)
(2,468)
839
67
(235)
(116)
(222)
30
(9,126)
2021
$’000
20
304
44
368
3
90
93
Other receivables are non-interest bearing and are generally on 30-day terms.
(a) Security deposits comprise cash placed on deposit to secure bank guarantees in respect of obligations
entered into for office rental obligations in South Africa and Australia. These deposits are not available
to finance the Group’s day to day operations.
93
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
6
REHABILITATION BONDS
Other expenses
Current
Rehabilitation bonds
Non-current
Rehabilitation bonds
Total
2022
$’000
348
2,684
3,032
2021
$’000
349
2,359
2,708
Rehabilitation bonds are cash placed on deposit to secure bank guarantees in respect of obligations
entered into for environmental performance bonds issued in favour of the relevant government body for
projects located in South Africa and Victoria (Australia).
The Group also has environmental obligations for various projects in South Africa, including the Prieska
Project. The Group has engaged the services of Centriq Insurance Company Ltd (Centriq), a company
established to meet the financial provisioning requirements of Mining Rights in South Africa. Funds held by
Centriq relate to premium paid to Centriq and represent collateral held by Centriq against guarantees
that have been issued. Funds held by Centriq on behalf of the Group are refundable to the Group when
the guarantees expire. The bond can be applied by the government body for rehabilitation works should
the Group fail to meet regulatory standards for environmental rehabilitation.
7
LEASES AND RIGHT OF USE ASSET
Other expenses
Right of use asset – Vehicles
Opening cost
Accumulated depreciation
Opening carrying amount
Depreciation expense for the year
Closing carrying amount
Other expenses
Right of use asset – Land and buildings
Opening cost
Accumulated depreciation
Opening carrying amount
Additions (a)
Effect of movement in exchange rate
Depreciation expense for the year (b)
Closing carrying amount
94
2022
$’000
53
(53)
---
---
---
2022
$’000
2,114
(96)
2,018
38
(71)
(88)
1,897
2021
$’000
53
(40)
13
(13)
---
2021
$’000
37
(34)
3
2,077
(3)
(59)
2,018
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
6
REHABILITATION BONDS
7 LEASES AND RIGHT OF USE ASSET (continued)
Rehabilitation bonds are cash placed on deposit to secure bank guarantees in respect of obligations
entered into for environmental performance bonds issued in favour of the relevant government body for
projects located in South Africa and Victoria (Australia).
The Group also has environmental obligations for various projects in South Africa, including the Prieska
Project. The Group has engaged the services of Centriq Insurance Company Ltd (Centriq), a company
established to meet the financial provisioning requirements of Mining Rights in South Africa. Funds held by
Centriq relate to premium paid to Centriq and represent collateral held by Centriq against guarantees
that have been issued. Funds held by Centriq on behalf of the Group are refundable to the Group when
the guarantees expire. The bond can be applied by the government body for rehabilitation works should
the Group fail to meet regulatory standards for environmental rehabilitation.
Other expenses
Current
Rehabilitation bonds
Non-current
Rehabilitation bonds
Total
7
LEASES AND RIGHT OF USE ASSET
Other expenses
Right of use asset – Vehicles
Opening cost
Accumulated depreciation
Opening carrying amount
Depreciation expense for the year
Closing carrying amount
Other expenses
Right of use asset – Land and buildings
Opening cost
Accumulated depreciation
Opening carrying amount
Additions (a)
Effect of movement in exchange rate
Depreciation expense for the year (b)
Closing carrying amount
2022
$’000
348
2,684
3,032
2022
$’000
53
(53)
---
---
---
2022
$’000
2,114
(96)
2,018
38
(71)
(88)
1,897
2021
$’000
349
2,359
2,708
2021
$’000
53
(40)
13
(13)
---
2021
$’000
37
(34)
3
2,077
(3)
(59)
2,018
Other expenses
Lease liability reconciliation
Opening cost
New lease
Interest
Repayments
Effect of movement in exchange rate
Closing balance
2022
$’000
2,106
38
146
(97)
(78)
2,115
2021
$’000
17
2,077
86
(80)
6
2,106
(a) Request Trust lease – Period ending 30 June 2021
On 15 October 2020, the Company’s subsidiary, Prieska Copper Zinc Mine (Pty) Ltd (PCZM) agreed with
Request Trust to amend and extend the lease agreement entered into between the parties, relating to
properties owned by the Request Trust and located within PCZM (and/or any other company in the Orion
Group) mining rights, in South Africa’s Northern Cape Province.
The lease agreement’s term is for the duration of the mining rights held by PCZM (and/or any other
company in the Orion Group) in respect of the properties, or until PCZM terminates its activities on the
properties, whichever comes first. The lease agreement has been determined to terminate on the same
date as the mining right, being December 2043.
Under the terms of the lease agreement, payments will increase by 7% annually and future cash payments
relating to the lease liability are shown in Note 20.
The Group recognised a lease liability and right of use asset in 2021, in accordance with IFRS 16 Leases, for
ZAR22.40M (~$2.08M), being the present value of unavoidable future lease payments payable under the
terms of the lease agreement, using the prime interest rate in South Africa on date of recognition(7%).
(b) Depreciation
Depreciation for the right of use asset of ZAR975k (~88k) (2021: ZAR638k (~$59k)) and interest on the lease
liability of ZAR1.61M (~$146k) (2021: ZAR982k (~$86k)) is included in the Consolidated Statement of Profit or
Loss.
8
LOANS TO RELATED PARTIES
Other expenses
Non-current
Loan to Prieska Resources – principal
Loan to joint venture partners
Total
2022
$’000
1,367
3,376
4,743
2021
$’000
1,418
2,809
4,227
Prieska Resources
The Black Economic Empowerment (BEE) restructure implemented in September 2019 involved the
acquisition by Prieska Resources Pty (Ltd) (Prieska Resources) of a 20% interest in the Company’s subsidiary,
Prieska Copper Zinc Mine (Pty) Ltd (PCZM), for a purchase consideration of ZAR142.78M (~$14.45M). To
fund the acquisition, the Company has provided vendor financing comprised of two components, being
a loan and preference shares (refer Note 9).
95
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
8 LOAN TO RELATED PARTIES (continued)
A secured loan (repayable 12 months from closing date of securing Prieska Project financing) with principal
totalling ZAR15.29M arose as a result of PCZM delegating a portion of a loan which was owed to the
Company by Prieska Resources, in exchange for which PCZM issues ordinary shares to Prieska Resources.
The terms of the loan initially included that interest is payable by Prieska Resources at the publicly quoted
prime overdraft rate. Subsequently, the terms of the loan have been amended such that:
• All accrued interest up to 30 June 2021 that has been waived by the Company; and
•
from 1 July 2021 until the financial closing date of securing Prieska Project financing, the Loan shall
be interest free, subsequent to which date the Loan shall bear interest at prime.
Joint Venture Partners
In September 2017, the Company entered into a binding earn-in agreement to acquire the earn-in rights
over the Jacomynspan Nickel-Copper-PGE Project (South Africa) (Jacomynspan Project) from two
companies, Namaqua Nickel Mining (Pty) Ltd and Disawell (Pty) Ltd (Namaqua Disawell Companies),
which hold partly overlapping prospecting rights and mining right applications.
During the reporting period, the Group continued to advance exploration programs on the Jacomynspan
Project, expending an additional $0.63M (excludes effect of foreign exchange rate movement on
balance). This expenditure, under the terms of the agreement, is held in the shareholder loan account
and Area Metals Holdings 3 (Orion subsidiary) (AMH3) reached the next stage earn-in right (prior reporting
period), which will see its shareholding increase by a further 25% interest (making its total interest 50% (Orion
37%)).
On 13 July 2020, the Company announced that it has entered into an agreement whereby Orion (or its
nominated subsidiary) will acquire the remaining minority interests in the Jacomynspan Project held by the
Namaqua Disawell Companies. The key terms of the Agreement are set out in Orion’s 13 July 2020 ASX /
JSE release. On 31 August 2020, the parties entered into a comprehensive formal written agreement
incorporating the principal terms and conditions set out in the initial agreement (Agreement). The
Agreement is subject to the satisfaction or waiver of specified suspensive conditions. While certain
suspensive conditions have been fulfilled, the Agreement remains subject to the satisfaction or waiver of
certain remaining suspensive conditions of the Agreement, including that, on or before 27 February 2022,
all regulatory approvals as may be required for the purposes of implementing the transaction have been
received. The Company and the other current shareholders in the Jacomynspan Project have reached
agreement to extend the date by which the Agreement must become unconditional from 27 February
2022 to 30 September 2022, with the extension providing additional time for the parties to discuss a potential
expanded and revised transaction whereby additional prospective Southern African nickel projects will be
combined with the Jacomynspan Project.
9
INVESTMENT – PREFERENCE SHARES
Other expenses
Non-current
Prieska Resources preference shares – principal
Prieska Resources preference shares – interest
receivable
Total
2022
$’000
17,878
6,724
24,602
2021
$’000
18,545
4,103
22,648
To fund the acquisition by Prieska Resources of a 20% interest in the Company’s subsidiary, PCZM, the
Company has provided vendor financing comprised of two components, being a loan (refer Note 8) and
preference shares. The preference shares issued by Prieska Resources to the Company (through its subsidiary
Agama Exploration & Mining (Pty) Ltd (Agama)) have the following key terms:
•
The preference shares rank in priority to the rights of all other shares of Prieska Resources with respect
to the distribution of Prieska Resource’s assets, in an amount up to the redemption amount in the
event of the liquidation, dissolution or winding up of Prieska Resources, whether voluntary or
involuntary, or any other distribution of Prieska Resources, whether for the purpose of winding up its
affairs or otherwise;
96
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
8 LOAN TO RELATED PARTIES (continued)
9 INVESTMENT – PREFERENCE SHARES (continued)
A secured loan (repayable 12 months from closing date of securing Prieska Project financing) with principal
totalling ZAR15.29M arose as a result of PCZM delegating a portion of a loan which was owed to the
Company by Prieska Resources, in exchange for which PCZM issues ordinary shares to Prieska Resources.
The terms of the loan initially included that interest is payable by Prieska Resources at the publicly quoted
prime overdraft rate. Subsequently, the terms of the loan have been amended such that:
• All accrued interest up to 30 June 2021 that has been waived by the Company; and
•
from 1 July 2021 until the financial closing date of securing Prieska Project financing, the Loan shall
be interest free, subsequent to which date the Loan shall bear interest at prime.
Joint Venture Partners
In September 2017, the Company entered into a binding earn-in agreement to acquire the earn-in rights
over the Jacomynspan Nickel-Copper-PGE Project (South Africa) (Jacomynspan Project) from two
companies, Namaqua Nickel Mining (Pty) Ltd and Disawell (Pty) Ltd (Namaqua Disawell Companies),
which hold partly overlapping prospecting rights and mining right applications.
During the reporting period, the Group continued to advance exploration programs on the Jacomynspan
Project, expending an additional $0.63M (excludes effect of foreign exchange rate movement on
balance). This expenditure, under the terms of the agreement, is held in the shareholder loan account
and Area Metals Holdings 3 (Orion subsidiary) (AMH3) reached the next stage earn-in right (prior reporting
period), which will see its shareholding increase by a further 25% interest (making its total interest 50% (Orion
37%)).
On 13 July 2020, the Company announced that it has entered into an agreement whereby Orion (or its
nominated subsidiary) will acquire the remaining minority interests in the Jacomynspan Project held by the
Namaqua Disawell Companies. The key terms of the Agreement are set out in Orion’s 13 July 2020 ASX /
JSE release. On 31 August 2020, the parties entered into a comprehensive formal written agreement
incorporating the principal terms and conditions set out in the initial agreement (Agreement). The
Agreement is subject to the satisfaction or waiver of specified suspensive conditions. While certain
suspensive conditions have been fulfilled, the Agreement remains subject to the satisfaction or waiver of
certain remaining suspensive conditions of the Agreement, including that, on or before 27 February 2022,
all regulatory approvals as may be required for the purposes of implementing the transaction have been
received. The Company and the other current shareholders in the Jacomynspan Project have reached
agreement to extend the date by which the Agreement must become unconditional from 27 February
2022 to 30 September 2022, with the extension providing additional time for the parties to discuss a potential
expanded and revised transaction whereby additional prospective Southern African nickel projects will be
combined with the Jacomynspan Project.
9
INVESTMENT – PREFERENCE SHARES
Other expenses
Non-current
receivable
Total
Prieska Resources preference shares – principal
Prieska Resources preference shares – interest
2022
$’000
17,878
6,724
24,602
2021
$’000
18,545
4,103
22,648
To fund the acquisition by Prieska Resources of a 20% interest in the Company’s subsidiary, PCZM, the
Company has provided vendor financing comprised of two components, being a loan (refer Note 8) and
preference shares. The preference shares issued by Prieska Resources to the Company (through its subsidiary
Agama Exploration & Mining (Pty) Ltd (Agama)) have the following key terms:
•
The preference shares rank in priority to the rights of all other shares of Prieska Resources with respect
to the distribution of Prieska Resource’s assets, in an amount up to the redemption amount in the
event of the liquidation, dissolution or winding up of Prieska Resources, whether voluntary or
involuntary, or any other distribution of Prieska Resources, whether for the purpose of winding up its
affairs or otherwise;
•
The preference shares are redeemable by Prieska Resources at any time after the expiry of a period
of 3 years and 1 day after the date of issue of the preference shares (being 11 September 2019 and
28 January 2020), and prior to the 8th anniversary of their date of issue at an internal rate of return
of 12%; and
• Any preference shares held by the Company (through its subsidiary Agama) after the 8th
anniversary of their date of issue will be automatically converted pro rata into ordinary shares in
Prieska Resources, up to 49% of the shares in Prieska Resources or, subject to compliance with South
African laws, an equivalent number of shares in PCZM.
The movement year on year in relation to principal amount is related to impact of foreign exchange rate
movement and not additional amounts classified as principal through the issue of additional preference shares.
10 PLANT AND EQUIPMENT
Other expenses
Opening balance – 1 July
Cost
Accumulated depreciation
Opening written down value
Movement
Additions
Disposals or write offs
Effect of movement in exchange rate
Depreciation expense for the year
Written down value at 30 June
Closing balance – 30 June
Cost
Accumulated depreciation
Total at 30 June
11 DEFERRED EXPLORATION, EVALUATION AND DEVELOPMENT
Other expenses
Acquired mineral rights
Opening cost
Exploration and evaluation acquired
Exploration, evaluation and development
Deferred exploration and evaluation expenditure
Opening cost
Effect of foreign exchange on opening balance
Expenditure incurred
Exploration expensed
Deferred exploration and evaluation expenditure
Net carrying amount at 30 June
2022
$’000
475
(372)
103
341
---
(2)
(56)
386
740
(354)
386
2022
$’000
14,161
---
14,161
30,997
(1,231)
16,836
(10,990)
35,612
49,773
2021
$’000
401
(344)
57
74
(7)
2
(23)
103
475
(372)
103
2021
$’000
14,161
---
14,161
26,092
2,949
5,839
(3,883)
30,997
45,158
97
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
12 TRADE AND OTHER PAYABLES
Other expenses
Current
Trade payables
Other payables
13 PROVISIONS
Other expenses
Current
Employee benefits – annual leave
Non-current
Rehabilitation (a)
Employee benefits – long service leave
Total
2022
$’000
1,911
611
2,522
2022
$’000
189
189
1,935
18
1,953
2,142
2021
$’000
746
217
963
2021
$’000
177
177
1,810
13
1,823
2,000
(a) In South Africa, long term environmental obligations are based on the Group’s environmental plans, in
compliance with current environmental and regulatory requirements. Full provision is made based on
the net present value of the estimated cost of restoring the environmental disturbance that has
occurred up to the reporting date. The estimated cost of rehabilitation is reviewed annually and
adjusted as appropriate for changes in legislation. The rehabilitation provision for the Group’s South
African project is offset by guarantees held by Centriq Insurance Company Limited ($2.7M) (2021:
$2.4M) (refer Note 6).
In Australia, the state government regulations in Victoria require rehabilitation of drill sites including any
other sites where the Group has caused surface and ground disturbance. The estimated cost of
rehabilitation is reviewed annually and adjusted as appropriate for changes in legislation. The
rehabilitation provision for the Group’s Victorian project is partially offset by a guarantee held on
deposit (refer Note 6).
14 LOANS
Other expenses
Current
AASMF loan
Total
2022
$’000
1,959
1,959
2021
$’000
1,888
1,888
On 2 November 2015, PCZM (a 70% owned subsidiary of Agama) and Anglo American sefa Fund (AASMF)
entered into a loan agreement for the further exploration and development of the Prieska Project. Under
the terms of the loan, AASMF advanced ZAR14.25M to PCZM on 1 August 2017. The key terms of the
agreement are as follows:
•
•
•
•
Loan amount: ZAR14.25M;
Interest rate: Prime lending rate in South Africa;
Repayment date: 30 April 2022; and
Security: 29.17% of the shares held in PCZM by Agama have been pledged as security to AASMF
for the performance of PCZM's obligations in terms of the loan.
A settlement plan with two options was submitted to AASMF in the March 2022 quarter for consideration.
At the end of the reporting period, the Company, its subsidiary PCZM and AASMF are continuing
negotiations to agree and settle a repayment plan in relation to the loan.
98
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
12 TRADE AND OTHER PAYABLES
Other expenses
Current
Trade payables
Other payables
13 PROVISIONS
Other expenses
Current
Employee benefits – annual leave
Non-current
Rehabilitation (a)
Employee benefits – long service leave
Total
2022
$’000
1,911
611
2,522
2022
$’000
189
189
1,935
18
1,953
2,142
2021
$’000
746
217
963
2021
$’000
177
177
1,810
13
1,823
2,000
(a) In South Africa, long term environmental obligations are based on the Group’s environmental plans, in
compliance with current environmental and regulatory requirements. Full provision is made based on
the net present value of the estimated cost of restoring the environmental disturbance that has
occurred up to the reporting date. The estimated cost of rehabilitation is reviewed annually and
adjusted as appropriate for changes in legislation. The rehabilitation provision for the Group’s South
African project is offset by guarantees held by Centriq Insurance Company Limited ($2.7M) (2021:
$2.4M) (refer Note 6).
In Australia, the state government regulations in Victoria require rehabilitation of drill sites including any
other sites where the Group has caused surface and ground disturbance. The estimated cost of
rehabilitation is reviewed annually and adjusted as appropriate for changes in legislation. The
rehabilitation provision for the Group’s Victorian project is partially offset by a guarantee held on
deposit (refer Note 6).
14 LOANS
Other expenses
Current
AASMF loan
Total
2022
$’000
1,959
1,959
2021
$’000
1,888
1,888
On 2 November 2015, PCZM (a 70% owned subsidiary of Agama) and Anglo American sefa Fund (AASMF)
entered into a loan agreement for the further exploration and development of the Prieska Project. Under
the terms of the loan, AASMF advanced ZAR14.25M to PCZM on 1 August 2017. The key terms of the
agreement are as follows:
Loan amount: ZAR14.25M;
Interest rate: Prime lending rate in South Africa;
Repayment date: 30 April 2022; and
•
•
•
•
Security: 29.17% of the shares held in PCZM by Agama have been pledged as security to AASMF
for the performance of PCZM's obligations in terms of the loan.
A settlement plan with two options was submitted to AASMF in the March 2022 quarter for consideration.
At the end of the reporting period, the Company, its subsidiary PCZM and AASMF are continuing
negotiations to agree and settle a repayment plan in relation to the loan.
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
15 COMMITMENTS – PROJECT RELATED
Okiep Copper Project
On 2 August 2021, the Company announced that it had exercised a restructured option to directly acquire 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) (collectively the Target Entities), rather than
acquire the shares in the Target Entities themselves (OCP Sale Assets) (OCP Transaction).
It is intended that the OCP Sale Assets will be acquired by two newly formed Orion subsidiary companies. New
Okiep Mining Company (Pty) Ltd (initially 56.3% owned by Orion and 43.7% owned by IDC (in relation to SAFTA)
and New Okiep Exploration Company (Pty) Ltd (initially 100% Orion-owned) (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 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 ZAR76.5M (~$7.1M) (Purchase Consideration), to
be settled as to ZAR18.4M (~$1.7M) in cash and ZAR58.1M (~$5.4M) in Orion Shares (Consideration Shares). The
issue price of the Consideration Shares will be equal to the 30-day volume weighted average price of the
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.
The Company will pre-pay a portion of the Purchase Consideration (Pre-Payment) to the Selling Shareholders
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 OCP Transaction concerned.
The Pre-Payment amount is ZAR0.35M in respect of the SAFTA transaction and ZAR0.25M in respect of each of
the NCC transaction and the BCC transaction. The aggregate of the Pre-Payments is deducted from the
Consideration Shares.
For additional information on the Okiep Transaction Agreements, refer to Orion’s ASX/JSE announcement,
released on 2 August 2021.
Stratega Metals – Battery Metals Refinery
The Company has agreed with Stratega Metals amenability test work (Test Work) and project definition as
outlined in the binding exclusivity agreement signed. As part of this agreement, the Company is committed to
funding phase 1.1 of the Test Work for USD0.25M plus contingency of USD13,250. With phase 1.1 of the Test Work
due to be completed by 30 October 2022, funding will likely be requested by Stratega Metals from the
Company in four draw downs, as per the agreed schedule.
Triple Flag – Prieska Project Financing
On 9 May 2022, the Company announced that it and TF R&S Canada Ltd. and Triple Flag International Ltd.
(together Triple Flag) have entered into non-binding term sheets for an ~US$87M funding package planned to
underpin the early production scenario for the Prieska Project announced in January 2021 (refer ASX/JSE release
20 January 2022). The term sheets are non-binding other than in respect of confidentiality, exclusivity until 31
January 2023 and transaction costs (amount payable to Triple Flag capped at US$0.5M). For additional
information on the Triple Flag non-binding term sheets, refer to Orion’s ASX / JSE announcement, released on 9
May 2022.
99
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
16
ISSUED CAPITAL AND SHARE BASED PAYMENTS RESERVE
Other expenses
Ordinary fully paid shares
2022
$’000
189,755
189,755
2021
$’000
184,999
184,999
The following movements in issued capital occurred during the reporting period:
Ordinary fully paid shares
Opening balance at 1 July 2021
Share Issues:
Placement – Okiep Copper Project (4 August 2021)
Placement – Whittle Consulting (22 December 2021)
Placement – Okiep Copper Project (10 February 2022)
Placement – 23 June 2022
Placement – 29 June 2022
Less: Issue costs
Number of Shares
Issue price
$’000
4,317,116,103
184,999
4,097,465
11,661,750
49,169,580
100,000,000
31,250,500
---
$0.034
$0.036
$0.034
$0.020
$0.020
---
139
420
1,672
2,000
625
(100)
Closing balance at 30 June 2022
4,513,295,398
189,755
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the
company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary
shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and
upon a poll each share shall have one vote.
100
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
16
ISSUED CAPITAL AND SHARE BASED PAYMENTS RESERVE
16 ISSUED CAPITAL AND SHARE BASED PAYMENT RESERVE (continued)
The following movements in issued capital occurred during the prior period:
Ordinary fully paid shares
Opening balance at 1 July 2020
Share Issues:
Placement - 12 August 2020
Placement - 19 August 2020
Placement - 8 October 2020
Placement - Tembo Capital (29 October 2020)
Options exercise (24 November 2020)
Options exercise (30 November 2020)
Options exercise (1 December 2020)
Placement - 15 March 2021
Placement - 10 March 2021
Placement - Executive STI Shares (12 March 2021)
Placement - 12 March 2021
Placement - OCC Data Option (12 March 2021)
Placement - 19 April 2021
Placement - Executive STI Shares (19 April 2021)
Options exercise (9 June 2021)
Placement - Tembo Loan Conversion (28 June 2021)
Number of Shares
Issue price
$’000
2,899,560,397
146,648
342,341,167
3,807,348
10,500,000
141,176,470
10,000,000
4,000,000
2,333,333
355,063,496
133,547,616
12,002,929
1,388,888
1,878,042
205,444,445
1,968,749
500,000
191,603,223
$0.017
$0.017
$0.033
$0.017
$0.020
$0.020
$0.020
5,820
65
347
2,400
200
80
47
$0.036
12,782
$0.036
$0.036
$0.036
$0.046
$0.036
$0.036
$0.030
$0.026
4,808
432
50
86
7,396
71
15
4,982
On a show of hands every member present at a meeting in person or by proxy shall have one vote and
Less: Issue costs
---
---
(1,230)
upon a poll each share shall have one vote.
Closing balance at 30 June 2021
4,317,116,103
184,999
Other expenses
Ordinary fully paid shares
2022
$’000
189,755
189,755
2021
$’000
184,999
184,999
The following movements in issued capital occurred during the reporting period:
Ordinary fully paid shares
Opening balance at 1 July 2021
Share Issues:
Placement – Okiep Copper Project (4 August 2021)
Placement – Whittle Consulting (22 December 2021)
Placement – Okiep Copper Project (10 February 2022)
Placement – 23 June 2022
Placement – 29 June 2022
Less: Issue costs
Number of Shares
Issue price
$’000
4,317,116,103
184,999
4,097,465
11,661,750
49,169,580
100,000,000
31,250,500
---
$0.034
$0.036
$0.034
$0.020
$0.020
---
139
420
1,672
2,000
625
(100)
Closing balance at 30 June 2022
4,513,295,398
189,755
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the
company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary
shares have no par value and the company does not have a limited amount of authorised capital.
Share based payments reserve - movement
The employee share option and share plan reserve is used to record the value of equity benefits provided
to employees and directors as part of their remuneration. The following movements in the share based
payments reserve occurred during the period:
Other expenses
Opening balance at 1 July 2020
Share based payments expense
Unlisted share options expired and transferred to accumulated losses (i)
Closing balance at 30 June 2021
Share based payments expense
Unlisted share options expired and transferred to accumulated losses (i)
Closing balance at 30 June 2022
$’000
3,384
1,096
(562)
3,919
417
(730)
3,606
(i) During the current and prior year, previously recognised share based payment transactions for options
which had vested but subsequently expired were transferred to accumulated losses.
101
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
16 ISSUED CAPITAL AND SHARE BASED PAYMENT RESERVE (continued)
The following options to subscribe for ordinary fully paid shares expired during the year:
Class
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Total
Number of options
Expiry date
Exercise price
500,000
31/08/2021
500,000
31/08/2021
500,000
31/08/2021
11,100,000
31/05/2022
11,600,000
31/05/2022
11,600,000
31/05/2022
35,800,000
$0.030
$0.045
$0.060
$0.030
$0.045
$0.060
17 OTHER RESERVE
Other expenses
Opening balance
Movement
Transactions between owners
Closing balance
2022
$’000
2021
$’000
19,956
19,956
---
19,956
---
19,956
In accordance with AASB 10.23, the gain realised by Nabustax and Itakane on the sale of 20% of the shares in
PCZM to Prieska Resources, is recognised directly in equity as transactions between owners without a loss of
control.
18
INCOME TAX
Other expenses
Income tax expense
(Loss) before tax
Income tax using the corporation rate of 25.0% (2021: 26.0%)
Movements in income tax expense due to:
Effect of different tax rates in foreign jurisdictions
Non deductible expenses
Non assessable income
Employee share based payments expensed
Non creditable or refundable taxes paid
Tax effect of tax losses not recognised
Income tax expense/(benefit)
2022
$’000
(15,525)
(3,881)
(268)
678
(787)
103
---
(4,155)
4,155
---
2021
$’000
(2,643)
(687)
53
548
(692)
285
---
(493)
28
---
102
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
16 ISSUED CAPITAL AND SHARE BASED PAYMENT RESERVE (continued)
18 INCOME TAX (continued)
The following options to subscribe for ordinary fully paid shares expired during the year:
Class
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Unlisted options
Total
Number of options
Expiry date
Exercise price
500,000
31/08/2021
500,000
31/08/2021
500,000
31/08/2021
11,100,000
31/05/2022
11,600,000
31/05/2022
11,600,000
31/05/2022
35,800,000
$0.030
$0.045
$0.060
$0.030
$0.045
$0.060
In accordance with AASB 10.23, the gain realised by Nabustax and Itakane on the sale of 20% of the shares in
PCZM to Prieska Resources, is recognised directly in equity as transactions between owners without a loss of
17 OTHER RESERVE
Other expenses
Opening balance
Movement
Transactions between owners
Closing balance
control.
18
INCOME TAX
Other expenses
Income tax expense
(Loss) before tax
Income tax using the corporation rate of 25.0% (2021: 26.0%)
Movements in income tax expense due to:
Effect of different tax rates in foreign jurisdictions
Non deductible expenses
Non assessable income
Employee share based payments expensed
Non creditable or refundable taxes paid
Tax effect of tax losses not recognised
Income tax expense/(benefit)
2022
$’000
2021
$’000
19,956
19,956
---
19,956
---
19,956
2022
$’000
(15,525)
(3,881)
(268)
678
(787)
103
---
(4,155)
4,155
---
2021
$’000
(2,643)
(687)
53
548
(692)
285
---
(493)
28
---
No income tax is payable by the Group. The directors have considered it prudent not to bring to account
the future income tax benefit of income tax losses and exploration deductions until it is probable that future
taxable profits will be available against which the unused tax losses can be utilised.
The Group has estimated un-recouped gross Australian income tax losses of approximately $23M (2021:
$23M) which may be available to offset against taxable income in future years, subject to continuing to
meet relevant statutory tests.
The Group also has carry forward tax losses in South Africa of approximately ZAR5.06M (~$0.46M) (2021:
~$0.4M) and unredeemed capital expenditure carried forward, which can be offset against future mining
income, of ZAR692M (~$63M) (2021: ~$47M).
Benefits from the Group’s carry forward tax losses will only be obtained if:
•
•
•
the Group derives future assessable income of a nature and an amount sufficient to enable the
benefit from the deductions for the loss to be realised;
the Group continues to comply with the conditions for deductibility imposed by tax legislation; and
no changes in taxation legislation adversely affect the economic entity in realising the benefit from
the deductions for the losses.
Except to the extent that it does not offset a net deferred tax liability, a deferred tax asset has not been
recognised in the accounts for these unused losses because it is not probable that future taxable profit will
be available to use against such losses.
Tax consolidation
For the purposes of Australian income taxation, the Company and its 100% controlled Australian subsidiaries
have formed a tax consolidation group. The parent entity, Orion Minerals Ltd, reports to the Australian
Taxation Office on behalf of all the Australian entities.
103
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
19 LOSS PER SHARE
Basic loss per share amounts are calculated by dividing the net loss for the year attributable to ordinary
equity holders of the parent by the weighted average number of ordinary shares outstanding during the
year.
Diluted earnings per share amounts are calculated by dividing the net loss attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the year (adjusted
for the effects of potentially dilutive options and dilutive partly paid contributing shares).
The following reflects the loss and share data used to calculate basic and diluted earnings per share:
a) Basic and diluted loss per share
Other expenses
Loss attributable to owners of the Company
Diluted loss attributable to owners of the Company
b) Reconciliation of loss used in calculating earnings per share
Other expenses
Loss from continuing operations attributable to equity holders of the Group
Less: Loss attributable non-controlling interest
Loss attributable to owners of the Company
c) Weighted average number of shares
Other expenses
2022
Cents
(0.33)
(0.33)
2022
$’000
(15,525)
(1,238)
(14,287)
2021
Cents
(0.05)
(0.05)
2021
$’000
(2,643)
(885)
(1,759)
2022
Number
2021
Number
Weighted average number of ordinary shares used as the denominator in
calculating basic earnings per share. *
4,347,754,151
3,535,504,984
* Shares are anti-dilutive.
d) Headline loss per share
Other expenses
2022
$’000
2021
$’000
Loss before income tax attributable to owners of the Company
(14,287)
(1,759)
Impairment of non-current assets reversal
Plant and equipment written off
Adjusted earnings
Weighted average number of shares
Earnings / (loss) per share (cents per share)
Diluted earnings / (loss) per share (cents per share)
---
---
---
---
(14,287)
(1,759)
4,347,754,151
3,535,504,984
(0.33)
(0.33)
(0.05)
(0.05)
104
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
19 LOSS PER SHARE
year.
Basic loss per share amounts are calculated by dividing the net loss for the year attributable to ordinary
equity holders of the parent by the weighted average number of ordinary shares outstanding during the
20 FINANCIAL INSTRUMENTS
Financial Risk Management
Overview
The Group has exposure to the following risks from its use of financial instruments:
Diluted earnings per share amounts are calculated by dividing the net loss attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the year (adjusted
for the effects of potentially dilutive options and dilutive partly paid contributing shares).
The following reflects the loss and share data used to calculate basic and diluted earnings per share:
• Market risk.
• Credit risk.
•
Liquidity risk.
This note presents information about the Group’s exposure to each of the above risks, its objectives, policies
and processes for measuring and managing risk, and the management of capital.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management
framework.
Risk management policies are established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies
and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.
The Group’s Audit Committee oversees how management monitors compliance with the Group’s risk
management policies and procedures and reviews the adequacy of the risk management framework in
relation to the risks faced by the Group.
The Group's principal financial instruments are cash, short-term deposits, receivables, loans and payables.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices will affect the Group’s income and expenses or the value of its holdings of financial instruments. The
objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return.
Weighted average number of ordinary shares used as the denominator in
4,347,754,151
3,535,504,984
Equity price risk
The Group is currently not subject to equity price risk movement.
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument
will fluctuate due to changes in market interest rates. Interest rate risk arises from fluctuations in interest
bearing financial assets and liabilities that the Group uses. Interest bearing assets comprise cash and cash
equivalents which are considered to be short-term liquid assets and investment decisions are governed by
the monetary policy.
During the year, the Group had one variable rate interest bearing liability.
It is the Group's policy to settle trade payables within the credit terms allowed and therefore not incur
interest on overdue balances.
The Group is not materially exposed to changes in market interest rates. A 1% variation in interest rates would
result in interest revenue changing by up to $14,000 (2021: $40,000) based on year-end cash balances, and
up to $18,000 (2021: $5,000) based on year-end security bonds and deposits balances, assuming all other
variables remain unchanged.
The Group does not account for any fixed rate financial assets and liabilities at fair value through the
Statement of Profit or Loss.
105
a) Basic and diluted loss per share
Other expenses
Loss attributable to owners of the Company
Diluted loss attributable to owners of the Company
b) Reconciliation of loss used in calculating earnings per share
Other expenses
Loss from continuing operations attributable to equity holders of the Group
Less: Loss attributable non-controlling interest
Loss attributable to owners of the Company
c) Weighted average number of shares
Other expenses
calculating basic earnings per share. *
* Shares are anti-dilutive.
d) Headline loss per share
Other expenses
Impairment of non-current assets reversal
Plant and equipment written off
Adjusted earnings
Weighted average number of shares
Earnings / (loss) per share (cents per share)
Diluted earnings / (loss) per share (cents per share)
2022
Cents
(0.33)
(0.33)
2022
$’000
(15,525)
(1,238)
(14,287)
2021
Cents
(0.05)
(0.05)
2021
$’000
(2,643)
(885)
(1,759)
2022
Number
2021
Number
2022
$’000
2021
$’000
---
---
---
---
(14,287)
(1,759)
4,347,754,151
3,535,504,984
(0.33)
(0.33)
(0.05)
(0.05)
Loss before income tax attributable to owners of the Company
(14,287)
(1,759)
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
20 FINANCIAL INSTRUMENTS (continued)
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations, and arises principally from the Group’s receivables from customers and
investment securities.
The Group does not presently have customers and consequently does not have credit exposure to
outstanding receivables. Other receivables represent GST refundable from the Australian Taxation Office,
VAT refundable from South African Revenue Service and security bonds and deposits. Trade and other
receivables are neither past due nor impaired.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation. Refer to Note 2(a)(iii) for a summary of
the Group’s current plans for managing its liquidity risk.
The Group’s objective is to maintain a balance between continuity of funding and flexibility. The Group’s
exposure to financial obligations relating to corporate administration and projects expenditure, are subject
to budgeting and reporting controls, to ensure that such obligations do not exceed cash held and known
cash inflows for a period of at least 1 year.
Fair value of financial assets and liabilities
The fair value of cash and cash equivalents and non-interest bearing financial assets and financial liabilities
of the Group is equal to their carrying value.
The carrying amounts of trade and other receivables and trade and other payables are assumed to
approximate their fair values due to their short-term nature.
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the
current market interest rate that is available for similar financial liabilities.
Foreign currency risk
The Group is exposed to fluctuations in foreign currencies arising from expenditure in currencies other than
the Group’s measurement currency. The Group has foreign operations with functional currencies in South
African Rand (ZAR). The Group has not formalised a foreign currency risk management policy, however it
monitors its foreign currency expenditure in light of exchange rate movements.
The Group has significant exposure to foreign currency risk, particularly between AUD/ZAR, at the end of
the reporting period. Foreign exposure risk arises from future commercial transactions and recognised
financial assets and financial liabilities which are denominated in a currency other than the Group’s
functional currency.
Consolidated
Financial Assets
Trade and other receivables
Loan to joint venture partners
Investment in Prieska Resources
Loan to Prieska Resources
Financial Liabilities
Trade and other payables
AASMF loan
30 June 2022
30 June 2021
ZAR
$’000
USD
$’000
GBP
$’000
ZAR
$’000
USD
$’000
GBP
$’000
376
3,376
24,602
1,367
2,327
1,959
---
---
---
---
1
---
---
---
---
---
19
---
360
2,809
22,648
1,418
630
1,888
---
---
---
---
2
---
---
---
---
---
---
---
106
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
20 FINANCIAL INSTRUMENTS (continued)
20 FINANCIAL INSTRUMENTS (continued)
The Group’s exposure to foreign exchange is predominately ZAR. Should the Australian dollar weaken by
10% / strengthen by 10% against the ZAR (2021: 10% weaken / 10% strengthen), with all other variables held
constant, the Groups loss before tax for the year would have been $1.12M lower / $1.12M higher (2021:
$0.28M lower / $0.28M higher). The change is the expected overall volatility of the ZAR:AUD, based on
management’s assessment of the possible fluctuations, with consideration given to the last 6 months of the
reporting period and spot rate at reporting date.
Commodity price risk
The Group’s exposure to price risk is minimal at this stage of the operations. Commodity price risk is the risk
that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to
changes in market rates. The risk arises from fluctuations in financial assets and liabilities that the Group
uses.
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders. The management
of the Group’s capital is performed by the Board.
The Board manages the Group’s liquidity ratio to ensure that it meets its financial obligations as they fall
due and specifically allowing for the expenditure commitments for its mining tenements to ensure that the
Group’s main assets are not at risk.
Refer to Note 2(a)(iii) for a summary of the Group’s current plan for managing its going concern.
None of the Group’s entities are subject to externally imposed capital requirements.
The carrying amounts of trade and other receivables and trade and other payables are assumed to
approximate their fair values due to their short-term nature.
The following table sets out the carrying amount, by maturity, of the financial instruments that are exposed
to interest rate risk:
30 June 2022
Financial assets
Cash on hand and at
bank
Loan to Prieska
Resources
Investment in
preference shares
Other receivables
Total
Financial liabilities
Loans
Lease liability
Trade and other
payables
Total
Floating
interest
rate
$’000
Fixed interest
rate maturing
in 1 year or
less
$’000
Fixed
interest rate
maturing in
2 to 5 years
$’000
Fixed
interest rate
maturing in
5 years
$’000
Non-
interest
bearing
$’000
Weighted
average
interest rate
Total
$’000
1.04%
4,128
0.00%
12.00%
3.59%
8.25%
7.01%
0.00%
---
---
---
4,128
---
---
---
---
---
---
---
438
438
1,959
107
---
---
---
---
---
---
---
653
---
---
---
160
4,288
1,367
1,367
24,602
---
24,602
2,684
397
3,519
27,286
1,924
33,776
---
4,111
---
---
1,959
4,871
---
2,522
2,522
2,066
653
4,111
2,522
9,352
107
Credit risk
investment securities.
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations, and arises principally from the Group’s receivables from customers and
The Group does not presently have customers and consequently does not have credit exposure to
outstanding receivables. Other receivables represent GST refundable from the Australian Taxation Office,
VAT refundable from South African Revenue Service and security bonds and deposits. Trade and other
receivables are neither past due nor impaired.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation. Refer to Note 2(a)(iii) for a summary of
the Group’s current plans for managing its liquidity risk.
The Group’s objective is to maintain a balance between continuity of funding and flexibility. The Group’s
exposure to financial obligations relating to corporate administration and projects expenditure, are subject
to budgeting and reporting controls, to ensure that such obligations do not exceed cash held and known
cash inflows for a period of at least 1 year.
Fair value of financial assets and liabilities
of the Group is equal to their carrying value.
The fair value of cash and cash equivalents and non-interest bearing financial assets and financial liabilities
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the
current market interest rate that is available for similar financial liabilities.
Foreign currency risk
The Group is exposed to fluctuations in foreign currencies arising from expenditure in currencies other than
the Group’s measurement currency. The Group has foreign operations with functional currencies in South
African Rand (ZAR). The Group has not formalised a foreign currency risk management policy, however it
monitors its foreign currency expenditure in light of exchange rate movements.
The Group has significant exposure to foreign currency risk, particularly between AUD/ZAR, at the end of
the reporting period. Foreign exposure risk arises from future commercial transactions and recognised
financial assets and financial liabilities which are denominated in a currency other than the Group’s
functional currency.
Consolidated
Financial Assets
Trade and other receivables
Loan to joint venture partners
Investment in Prieska Resources
Loan to Prieska Resources
Financial Liabilities
Trade and other payables
AASMF loan
30 June 2022
30 June 2021
ZAR
$’000
USD
$’000
GBP
$’000
ZAR
$’000
USD
$’000
GBP
$’000
376
3,376
24,602
1,367
2,327
1,959
---
---
---
---
1
---
---
---
---
---
19
---
360
2,809
22,648
1,418
630
1,888
---
---
---
---
2
---
---
---
---
---
---
---
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
20 FINANCIAL INSTRUMENTS (continued)
30 June 2021
Financial assets
Cash on hand and at
bank
Loan to Prieska
Resources
Investment in
preference shares
Other receivables
Total
Financial liabilities
Loans
Lease liability
Trade and other
payables
Total
Floating
interest
rate
$’000
Fixed interest
rate maturing
in 1 year or
less
$’000
Fixed
interest rate
maturing in
2 to 5 years
$’000
Fixed
interest rate
maturing in
5 years
$’000
Non-
interest
bearing
$’000
Weighted
average
interest rate
Total
$’000
0.74%
20,553
0.00%
12.00%
3.41%
7.00%
7.00%
0.00%
---
---
---
20,553
---
---
---
---
---
---
---
439
439
1,888
100
---
---
---
---
---
---
---
615
---
---
---
---
20,553
1,418
1,418
22,648
---
22,648
2,359
371
3,169
25,007
1,789
47,788
---
4,361
---
---
---
963
963
1,888
5,076
963
7,927
1,988
615
4,361
21 COMMITMENTS AND CONTINGENCIES
Tenement commitments – South Africa and Australia
The Group has a portfolio of tenements located in South Africa and Victoria, Australia, which all have a
requirement for a certain level of expenditure each and every year in addition to annual rental payments
for the tenements.
Guarantees
The Group has the following contingent liabilities at 30 June 2022:
•
•
•
It has negotiated bank guarantees in favour of the South African Government towards obligations
of mining and exploration tenements. The total of these guarantees at 30 June 2022 was $2.78M
(2021: $2.46M), including a guarantee towards Eskom for Contract Work Security for the amount
of $37k (ZAR415K).
The Group also has bank guarantees in favour of the Victorian Government for rehabilitation
obligations and the total of these guarantees at 30 June 2022 was $0.25M (2021: $0.25M). The
Group has sufficient term deposits to cover the outstanding guarantees; and
It has guaranteed to cover the directors and officers in the event of legal claim against the
individual or as a group for conduct which is within the Company guidelines, operations and
procedures.
As part of the Group’s environmental policy exploration and access sites are regenerated to match or
exceed local government and state government expectations. The costs are not considered to be
material by the Group however this policy will be reviewed as exploration and development activities
increase as the Company moves closer towards commercial production.
Guarantees – Rental Agreement
The Group has the following bonds at 30 June 2022:
•
It has negotiated guarantees in favour of rental agreements. The total of these guarantees at 30
June 2022 was $3,117 (2021: $3,117).
108
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
20 FINANCIAL INSTRUMENTS (continued)
22 CONTROLLED ENTITIES
Fixed interest
Floating
rate maturing
interest
in 1 year or
rate
$’000
less
$’000
Fixed
interest rate
maturing in
2 to 5 years
Fixed
interest rate
maturing in
5 years
$’000
$’000
Non-
interest
bearing
$’000
Weighted
average
interest rate
Total
$’000
0.74%
20,553
0.00%
12.00%
3.41%
7.00%
7.00%
0.00%
---
---
---
---
---
---
---
---
---
---
439
439
1,888
100
---
---
---
---
---
---
---
615
---
---
---
---
20,553
1,418
1,418
22,648
---
22,648
2,359
371
3,169
---
4,361
---
---
---
963
963
1,888
5,076
963
7,927
1,988
615
4,361
20,553
25,007
1,789
47,788
30 June 2021
Financial assets
Cash on hand and at
bank
Loan to Prieska
Resources
Investment in
preference shares
Other receivables
Financial liabilities
Total
Loans
Lease liability
Trade and other
payables
Total
for the tenements.
Guarantees
21 COMMITMENTS AND CONTINGENCIES
Tenement commitments – South Africa and Australia
The Group has a portfolio of tenements located in South Africa and Victoria, Australia, which all have a
requirement for a certain level of expenditure each and every year in addition to annual rental payments
•
•
•
The Group has the following contingent liabilities at 30 June 2022:
It has negotiated bank guarantees in favour of the South African Government towards obligations
of mining and exploration tenements. The total of these guarantees at 30 June 2022 was $2.78M
(2021: $2.46M), including a guarantee towards Eskom for Contract Work Security for the amount
of $37k (ZAR415K).
The Group also has bank guarantees in favour of the Victorian Government for rehabilitation
obligations and the total of these guarantees at 30 June 2022 was $0.25M (2021: $0.25M). The
Group has sufficient term deposits to cover the outstanding guarantees; and
It has guaranteed to cover the directors and officers in the event of legal claim against the
individual or as a group for conduct which is within the Company guidelines, operations and
procedures.
As part of the Group’s environmental policy exploration and access sites are regenerated to match or
exceed local government and state government expectations. The costs are not considered to be
material by the Group however this policy will be reviewed as exploration and development activities
increase as the Company moves closer towards commercial production.
Guarantees – Rental Agreement
The Group has the following bonds at 30 June 2022:
•
It has negotiated guarantees in favour of rental agreements. The total of these guarantees at 30
June 2022 was $3,117 (2021: $3,117).
The consolidated financial statements include the financial statements of the Company and the
subsidiary’s listed in the following table.
Entity
Parent Entity
Orion Minerals Ltd
Subsidiaries
Goldstar Resources (WA) Pty Ltd
Kamax Resources Limited
Areachap Holdings No 1 Pty Ltd
Areachap Holdings No 2 Pty Ltd
Areachap Holdings No 3 Pty Ltd
RSA Services Ltd
Orion Group Services International Ltd
Areachap Investments 1 B.V.
Areachap Investments 2 B.V.
Areachap Investments 3 B.V.
Areachap Investments 6 B.V.
Agama Exploration & Mining (Pty) Ltd
Area Metals Holdings No 1 (Pty) Ltd
Area Metals Holdings No 2 (Pty) Ltd
Area Metals Holdings No 3 (Pty) Ltd
Area Metals Holdings No 4 (Pty) Ltd
Area Metals Holdings No 5 (Pty) Ltd
Area Metals Holdings No 6 (Pty) Ltd
New Okiep Exploration Company (Pty) Ltd
New Okiep Mining Company (Pty) Ltd
Orion Exploration No 1 (Pty) Ltd
Orion Exploration No 3 (Pty) Ltd
Orion Exploration No 4 (Pty) Ltd
Orion Exploration No 5 (Pty) Ltd
Orion Services South Africa (Pty) Ltd
Prieska Copper Zinc Mine (Pty) Ltd
Rich Rewards Trading 437 (Pty) Ltd
Vardocube (Pty) Ltd
Bartotrax (Pty) Ltd
Aquila Sky Trading 890 (Pty) Ltd
Masiqhame Trading 855 (Pty) Ltd
Associates
Namaqua Nickel Mining (Pty) Ltd
Disawell (Pty) Ltd
Parent Ownership
Interest
Non-controlling
Interest
County of
incorporation
2022
%
2021
%
2022
%
2021
%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Seychelles
Netherlands
Netherlands
Netherlands
Netherlands
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
70
100
70
100
68
50
25
25
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
---
100
100
100
100
100
100
70
100
70
100
68
50
25
25
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
30
---
30
---
32
50
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
---
30
---
30
---
32
50
N/A
N/A
N/A
N/A
Associates Note:
Associates listed above are not controlled by the Group and have no material impact on the Consolidated
Financial Statements as at 30 June 2022 (refer Note 8).
109
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
23 NON-CONTROLLING INTEREST
Other expenses
Opening balance – 1 July
Movement
Liquidation of subsidiary
Accumulated losses
Closing balance – 30 June
2022
$’000
2021
$’000
(3,677)
(2,552)
---
(1,238)
(4,915)
(240)
(885)
(3,677)
The non-controlling interest parties have the following interest in the Group South African subsidiaries:
Prieska Copper Zinc Mine (Pty) Ltd 30% (2021: 30%), Vardocube (Pty) Ltd 30% (2021: 30%) and Aquila Sky
Trading 890 (Pty) Ltd 31.78% (2021: 31.78%). Masiqhame Trading 855 (Pty) Ltd 50% (2021: 50%) do not
participate in the profit/loss and have no impact on the NCI value.
24 RELATED PARTIES DISCLOSURE
Key management personnel compensation
The key management personnel compensation included in administration expenses and exploration and
evaluation expenses (refer Note 3) and deferred exploration, evaluation and development (refer Note 11)
is as follows:
Other expenses
Short-term employee benefits
Post-employment benefits
Share based payments
Total
2022
$
1,627,683
6,818
179,848
1,814,349
2021
$
2,431,062
5,424
498,807
2,935,293
Individual directors and executives compensation disclosures
Information regarding individual directors and executives’ compensation and some equity instruments
disclosures as required by Corporations Regulations 2M.3.03 are provided in the remuneration report
section of the directors’ report.
Key management personnel and director transactions
A number of key management personnel, or their related parties, hold positions in other entities that result
in them having control, joint control or a relevant interest over the financial or operating policies of those
entities.
A number of these entities transacted with the Group during the year. The terms and conditions of the
transactions with key management personnel and their related parties were no more favourable than
those available, or which might reasonably be expected to be available, on similar transactions to non-
key management personnel related entities on an arm’s length basis.
From time to time, Directors of the Group, or their related entities, may provide services to the Group. These
services are provided on terms that might be reasonably expected for other parties and are trivial or
domestic in nature. The following transactions occurred with related parties:
110
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
23 NON-CONTROLLING INTEREST
24 RELATED PARTIES DISCLOSURE (continued)
Other expenses
Opening balance – 1 July
Movement
Liquidation of subsidiary
Accumulated losses
Closing balance – 30 June
2022
$’000
2021
$’000
Other expenses
(3,677)
(2,552)
Payments for services to Tarney Holdings Pty Ltd
Total
2022
$
123,000
123,000
2021
$
217,500
217,500
---
(1,238)
(4,915)
(240)
(885)
(3,677)
Tarney Holdings Pty Ltd is an entity associated with the Company’s Chairman, Mr Denis Waddell. Mr
Waddell provides consulting services to the Group through Tarney Holdings by way of agreement between
both parties.
The non-controlling interest parties have the following interest in the Group South African subsidiaries:
Prieska Copper Zinc Mine (Pty) Ltd 30% (2021: 30%), Vardocube (Pty) Ltd 30% (2021: 30%) and Aquila Sky
Trading 890 (Pty) Ltd 31.78% (2021: 31.78%). Masiqhame Trading 855 (Pty) Ltd 50% (2021: 50%) do not
participate in the profit/loss and have no impact on the NCI value.
24 RELATED PARTIES DISCLOSURE
Key management personnel compensation
The key management personnel compensation included in administration expenses and exploration and
evaluation expenses (refer Note 3) and deferred exploration, evaluation and development (refer Note 11)
is as follows:
Other expenses
Short-term employee benefits
Post-employment benefits
Share based payments
Total
2022
$
1,627,683
6,818
179,848
1,814,349
2021
$
2,431,062
5,424
498,807
2,935,293
Individual directors and executives compensation disclosures
Information regarding individual directors and executives’ compensation and some equity instruments
disclosures as required by Corporations Regulations 2M.3.03 are provided in the remuneration report
section of the directors’ report.
Key management personnel and director transactions
A number of key management personnel, or their related parties, hold positions in other entities that result
in them having control, joint control or a relevant interest over the financial or operating policies of those
entities.
A number of these entities transacted with the Group during the year. The terms and conditions of the
transactions with key management personnel and their related parties were no more favourable than
those available, or which might reasonably be expected to be available, on similar transactions to non-
key management personnel related entities on an arm’s length basis.
From time to time, Directors of the Group, or their related entities, may provide services to the Group. These
services are provided on terms that might be reasonably expected for other parties and are trivial or
domestic in nature. The following transactions occurred with related parties:
25 AUDITOR REMUNERATION
Other expenses
Amounts received or due and receivable by BDO Audit Pty Ltd for:
An audit or review of the financial report of the Company and any other
entity in the Group
Total amount for BDO Audit Pty Ltd
Amounts received or due and receivable by BDO South Africa for:
An audit or review of the financial report of the Company and any other
entity in the Group
Professional services – corporate finance
Total amount for BDO South Africa
2022
$
91,250
91,250
93,368
---
93,368
2021
$
72,500
72,500
68,015
3,629
71,644
Total amount for auditors
184,618
144,144
26 SEGMENT REPORTING
The Group’s operating segments are identified and information disclosed, where appropriate, on the basis
of internal reports reviewed by the Company’s Board of Directors, being the Group’s Chief Operating
Decision Maker, as defined by AASB 8. Reportable segments disclosed are based on aggregating
operating segments where the segments have similar characteristics.
The Group’s core activity is mineral exploration within South Africa and Australia. During the 2022 financial
year, the Group has actively undertaken exploration in South Africa, with segment recording from 29 March
2017.
Reportable segments are represented as follows:
30 June 2022
Australia
South Africa
$’000
$’000
Total
$’000
Segment net operating profit /(loss) after tax
(4,345)
(11,180)
(15,525)
Depreciation
Finance income
Finance expense
(5)
110
---
(140)
2,926
(288)
(145)
3,036
(288)
Exploration expenditure written off and expensed
(1,116)
(9,791)
(10,907)
Segment non-current assets
11,053
73,125
84,178
111
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
26 SEGMENT REPORTING (continued)
30 June 2021
Australia
South Africa
$’000
$’000
Total
$’000
Segment net operating profit /(loss) after tax
(5,449)
2,806
(2,643)
Depreciation
Finance income
Finance expense
Exploration expenditure written off and expensed
(6)
65
(630)
(495)
(89)
2,403
(209)
(95)
2,468
(839)
(3,388)
(3,883)
Segment non-current assets
11,303
65,303
76,606
27 PARENT ENTITY DISCLOSURES
As at, and throughout, the financial year ending 30 June 2022 the parent company of the Group was Orion
Minerals Ltd.
Other expenses
Result of parent entity
Loss for the year
Other comprehensive income
Total comprehensive loss for the period
Financial position of parent entity at year end
Current assets
Non-current assets*
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Total net assets
Total equity of the parent entity comprising of:
Issued capital
Accumulated losses *
Other reserves
Total equity
2022
$’000
(2,482)
---
(2,482)
9,127
89,577
98,704
(314)
1,878
1,564
2021
$’000
(4,075)
---
(4,075)
25,838
74,485
96,123
(465)
(2,317)
(2,782)
100,268
97,541
189,755
(93,095)
3,608
100,268
184,999
(91,377)
3,919
97,541
* The comparative year values have been restated due to reallocation between accumulated losses and non-
current assets. The value of the reallocation is $4.2M.
The total net assets of the Parent Entity exceed those of the consolidated Group total net assets. The
Group has a conservative capitalisation policy alongside low value capital expenditure. The directors
are of the opinion that no impairment is required as the loans to Company subsidiary entities are
recoverable once the projects are in production.
112
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
26 SEGMENT REPORTING (continued)
27 PARENT ENTITY DISCLOSURES (continued)
Exploration expenditure written off and expensed
(3,388)
(3,883)
28 SHARE BASED PAYMENTS
Parent entity contingencies
The directors are of the opinion that provisions are not required in respect of these matters, as it is not
probable that a future sacrifice of economic benefits will be required or the amount is not capable of
reliable measurement.
Contingent liabilities
The Company has issued bank guarantees in respect of its rental agreements and mining tenements. Under
the terms of the financial guarantee contracts, the Company will make payments to reimburse the
guarantors upon failure of the Company to make payments when due. Refer to Note 20 for further detail.
The Group has an Option and Performance Rights Plan (OPRP) for the granting of options or performance
rights to employees. There were no options granted during the financial year (2021: 7.0M options) under
the Company’s OPRP. Options granted to Directors and CEO during the year, are reported in the
Remuneration Report.
Total expenses arising from share-based payment transactions recognised during the year as part of
employee benefit expense was $0.42M (2021: $1.10M). Options which expired during the financial year
were written back to accumulated losses, $0.73.
Outlined below is a summary of option movements during the financial year for options issued to key to
employees under the OPRP:
30 June 2022
Average
Weighted
Exercise Price
$
Number of
Options
Balance outstanding at start of year
0.045
126,500,000
Granted during the year
Exercised during the year
---
---
---
---
Expired / lapsed during the year
0.045
(35,800,000)
Balance outstanding at end of year
0.045
90,700,000
30 June 2021
Average
Weighted
Exercise Price
$
Number of
Options
Balance outstanding at start of year
0.045
130,999,999
Granted during the year
Exercised during the year
Expired / lapsed during the year
0.034
0.022
0.043
7,000,000
(2,833,333)
(8,666,666)
Balance outstanding at end of year
0.045
126,500,000
113
Segment net operating profit /(loss) after tax
(5,449)
2,806
(2,643)
Australia
South Africa
$’000
$’000
Total
$’000
(6)
65
(630)
(495)
(89)
2,403
(209)
(95)
2,468
(839)
Segment non-current assets
11,303
65,303
76,606
27 PARENT ENTITY DISCLOSURES
As at, and throughout, the financial year ending 30 June 2022 the parent company of the Group was Orion
30 June 2021
Depreciation
Finance income
Finance expense
Minerals Ltd.
Other expenses
Result of parent entity
Loss for the year
Current assets
Non-current assets*
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Total net assets
Issued capital
Accumulated losses *
Other reserves
Total equity
Other comprehensive income
Total comprehensive loss for the period
Financial position of parent entity at year end
Total equity of the parent entity comprising of:
2022
$’000
(2,482)
---
(2,482)
9,127
89,577
98,704
(314)
1,878
1,564
2021
$’000
(4,075)
---
(4,075)
25,838
74,485
96,123
(465)
(2,317)
(2,782)
100,268
97,541
189,755
(93,095)
3,608
100,268
184,999
(91,377)
3,919
97,541
* The comparative year values have been restated due to reallocation between accumulated losses and non-
current assets. The value of the reallocation is $4.2M.
The total net assets of the Parent Entity exceed those of the consolidated Group total net assets. The
Group has a conservative capitalisation policy alongside low value capital expenditure. The directors
are of the opinion that no impairment is required as the loans to Company subsidiary entities are
recoverable once the projects are in production.
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
28 SHARE BASED PAYMENTS (continued)
The weighted average contractual life for the share options outstanding as at 30 June 2022 is between 1
and 4 years (2021: 1 and 4 years). The exercise price range for outstanding options as at 30 June 2022 is
between $0.028 and $0.07.
The weighted average share price, on options exercised, during the year ended 30 June 2022 was $0.0 as
no options were exercised (2021: $0.02)
Set out below are the unlisted options exercisable by directors, key management personnel and all
employees at the end of the financial year:
Grant date
Expiry date
2022
2021
2020
2019
24 Nov 2020
31 Mar 2025
9,000,000
4,666,666
20 Nov 2020
31 Mar 2025
16,000,000
8,000,000
29 Sep 2020
31 Mar 2025
30,000,000
20,000,000
---
---
---
26 Mar 2020
31 Mar 2025
31,500,000
21,000,000
10,500,000
---
---
---
---
14 June 2019
30 April 2024
30,000,000
30,000,000
20,000,000 10,000,000
29 April 2019
30 April 2024
58,500,000
58,500,000
39,000,000 19,500,000
21 Sep 2018
31 May 2023
14,700,000
14,700,000
10,000,000
5,100,000
31 May 2017
31 May 2022
---
35,800,000
24,400,000 12,300,000
Total
189,700,000
192,666,666
103,900,000 46,900,000
The fair values of the options are estimated at the date of grant using the Hull-White option pricing model.
The following table outlines the assumptions made in determining the fair value of the options granted
during the year:
Grant date
Expiry date
29 June 2022
30 Jun 2023
23 June 2022
30 Jun 2023
24 Nov 2020
31 Mar 2025
24 Nov 2020
31 Mar 2025
24 Nov 2020
31 Mar 2025
20 Nov 2020
31 Mar 2025
20 Nov 2020
31 Mar 2025
20 Nov 2020
31 Mar 2025
29 Sep 2020
31 Mar 2025
29 Sep 2020
31 Mar 2025
29 Sep 2020
31 Mar 2025
Share price at
grant date
Exercise
price
Expected
volatility
Risk-free
interest rate
Fair value at
grant date
$0.017
$0.017
$0.029
$0.029
$0.029
$0.029
$0.029
$0.029
$0.031
$0.031
$0.031
$0.025
73.15%
$0.025
71.92%
$0.028
110.00%
$0.035
110.00%
$0.04
110.00%
$0.028
110.00%
$0.035
110.00%
$0.04
110.00%
$0.028
110.00%
$0.035
110.00%
$0.04
110.00%
0.27%
0.27%
0.23%
0.23%
0.23%
0.23%
0.23%
0.23%
0.31%
0.31%
0.31%
$0.003
$0.003
$0.018
$0.017
$0.018
$0.018
$0.017
$0.018
$0.019
$0.019
$0.020
The weighted average contractual life for the share options outstanding as at 30 June 2022 is between 1
and 4 years (2021: 1 and 4 years).
114
ORION MINERALS 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2022
28 SHARE BASED PAYMENTS (continued)
29 SUBSEQUENT EVENTS AFTER THE BALANCE DATE
The weighted average contractual life for the share options outstanding as at 30 June 2022 is between 1
and 4 years (2021: 1 and 4 years). The exercise price range for outstanding options as at 30 June 2022 is
between $0.028 and $0.07.
The weighted average share price, on options exercised, during the year ended 30 June 2022 was $0.0 as
no options were exercised (2021: $0.02)
Set out below are the unlisted options exercisable by directors, key management personnel and all
employees at the end of the financial year:
Grant date
Expiry date
2022
2021
2020
2019
24 Nov 2020
31 Mar 2025
9,000,000
4,666,666
20 Nov 2020
31 Mar 2025
16,000,000
8,000,000
29 Sep 2020
31 Mar 2025
30,000,000
20,000,000
---
---
---
26 Mar 2020
31 Mar 2025
31,500,000
21,000,000
10,500,000
---
---
---
---
14 June 2019
30 April 2024
30,000,000
30,000,000
20,000,000 10,000,000
29 April 2019
30 April 2024
58,500,000
58,500,000
39,000,000 19,500,000
21 Sep 2018
31 May 2023
14,700,000
14,700,000
10,000,000
5,100,000
31 May 2017
31 May 2022
---
35,800,000
24,400,000 12,300,000
Total
189,700,000
192,666,666
103,900,000 46,900,000
The fair values of the options are estimated at the date of grant using the Hull-White option pricing model.
The following table outlines the assumptions made in determining the fair value of the options granted
during the year:
Grant date
Expiry date
29 June 2022
30 Jun 2023
23 June 2022
30 Jun 2023
24 Nov 2020
31 Mar 2025
24 Nov 2020
31 Mar 2025
24 Nov 2020
31 Mar 2025
20 Nov 2020
31 Mar 2025
20 Nov 2020
31 Mar 2025
20 Nov 2020
31 Mar 2025
29 Sep 2020
31 Mar 2025
29 Sep 2020
31 Mar 2025
29 Sep 2020
31 Mar 2025
Share price at
Exercise
Expected
Risk-free
Fair value at
grant date
price
volatility
interest rate
grant date
$0.017
$0.017
$0.029
$0.029
$0.029
$0.029
$0.029
$0.029
$0.031
$0.031
$0.031
$0.025
73.15%
$0.025
71.92%
$0.028
110.00%
$0.035
110.00%
$0.04
110.00%
$0.028
110.00%
$0.035
110.00%
$0.04
110.00%
$0.028
110.00%
$0.035
110.00%
$0.04
110.00%
0.27%
0.27%
0.23%
0.23%
0.23%
0.23%
0.23%
0.23%
0.31%
0.31%
0.31%
$0.003
$0.003
$0.018
$0.017
$0.018
$0.018
$0.017
$0.018
$0.019
$0.019
$0.020
The weighted average contractual life for the share options outstanding as at 30 June 2022 is between 1
and 4 years (2021: 1 and 4 years).
There has not arisen in the interval between the end of the financial year and the date of this report any
item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the
Company, to affect the operations of the Group, the results of those operations or the state of affairs of
the Group in subsequent financial years except for the matter referred to below:
• On 22 June 2022, the Company announced a capital raising to fund advancement of early production
strategy at its South African base metals projects in the Northern Cape of South Africa.
The capital raising, which was conducted via a three-tranche placement to sophisticated and
professional investors, pursuant to Section 708A of the Corporations Act 2001 (Placement), comprises
up to 1,000M ordinary fully paid shares at an issue price of $0.02 (being ZAR22 cents) per share and, in
respect of the first two tranches, the issue of one free attaching option for every two shares issued (151M
unlisted options at an exercise price of $0.025 (being ZAR27.5 cents) and an expiry date of 30 June
2023) (Options).
On 13 July 2022, the Company issued 24,954,817 shares at an issue price of $0.02 per share and
12,477,408 Options (Placement One Securities), following receipt of funds from investors for
commitments pursuant to Placement One of the Placement. The issue of these Placement One
Securities finalises Tranche 1 of the Placement.
On 23 August 2022, the Company issued 144,454,044 shares at an issue price of $0.02 per share and
72,227,022 Options (Placement Two Securities), pursuant to Tranche Two of the Placement, including to
Orion non-executive Director Tom Borman and Orion Chairman Denis Waddell.
• On 22 August 2022, 67,332,902 shares were issued at an issue price of $0.02 per share under the share
purchase plan (SPP) which closed on 12 August 2022. Eligible Shareholders could subscribe for new
shares up to a maximum of $30,000 (approximately ZAR330,000), without incurring brokerage or
transaction costs. The SPP attracted strong support from shareholders, particularly those in South Africa,
which was a pleasing result given the volatility experienced in global financial markets and commodity
prices during the SPP offer period.
• On 7 September 2022, the Company announced that it has entered into non-binding term sheets with
the Industrial Development Corporation of South Africa Limited (IDC) and Lulamile Xate regarding the
key principles of the funding and Historically Disadvantaged South African (HDSA) ownership
participation arrangements for New Okiep Mining Company (NOM). Orion and the IDC anticipate
finalising and executing the definitive agreements for the IDC share acquisition and pre-development
funding arrangements by 30 September 2022, with the IDC funding to flow during October 2022, subject
to fulfilment of conditions precedent standard for such arrangements.
The IDC funding of pre-development costs in the amount of ZAR34.58M will be advanced to NOM on
the same terms as the pre-development funding amount of ZAR44.46M already advanced by Orion to
NOM.
115
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Directors’ Declaration
1
In the opinion of the directors of Orion Minerals Ltd (the Company) the consolidated financial statements
and notes that are set out on pages 76 to 115 and the Remuneration report set out on pages 62 to 72,
identified within in the Directors’ report, are in accordance with the Corporations Act 2001, including:
(i)
(ii)
giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
performance for the financial year ended on that date; and
complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Regulations 2001; and
2
3
4
The directors draw attention to Note 2(a)(iii) to the consolidated financial statements which the directors
have considered in forming their view that there are reasonable grounds to believe that the Company
will be able to pay its debts as and when they become due and payable.
The directors have been given the declarations required by Section 295A of the Corporations Act 2001
from the chief executive officer and chief financial officer for the financial year ended 30 June 2022.
The directors draw attention to Note 2 to the consolidated financial statements, which includes a
statement of compliance with International Financial Reporting Standards.
Signed in accordance with a resolution of the directors:
Denis Waddell
Chairman
Melbourne, Victoria
27 September 2022
116
ORION MINERALS 2022
Directors’ Declaration
1
In the opinion of the directors of Orion Minerals Ltd (the Company) the consolidated financial statements
and notes that are set out on pages 76 to 115 and the Remuneration report set out on pages 62 to 72,
identified within in the Directors’ report, are in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
performance for the financial year ended on that date; and
(ii)
complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Regulations 2001; and
2
The directors draw attention to Note 2(a)(iii) to the consolidated financial statements which the directors
have considered in forming their view that there are reasonable grounds to believe that the Company
will be able to pay its debts as and when they become due and payable.
3
The directors have been given the declarations required by Section 295A of the Corporations Act 2001
from the chief executive officer and chief financial officer for the financial year ended 30 June 2022.
4
The directors draw attention to Note 2 to the consolidated financial statements, which includes a
statement of compliance with International Financial Reporting Standards.
Tel: +61 3 9603 1700
Fax: +61 3 9602 3870
www.bdo.com.au
Collins Square, Tower Four
Level 18, 727 Collins Street
Melbourne VIC 3008
GPO Box 5099 Melbourne VIC 3001
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Orion Minerals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Orion Minerals Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2022, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial report, including a summary of significant accounting policies and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act
2001, including:
(i)
(ii)
Giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its financial
performance for the year ended on that date; and
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Signed in accordance with a resolution of the directors:
Basis for opinion
Denis Waddell
Chairman
Melbourne, Victoria
27 September 2022
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations Act
2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110
Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the time
of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Material uncertainty related to going concern
We draw attention to Note 2(a)(iii) in the financial report which describes the events and/or conditions
which give rise to the existence of a material uncertainty that may cast significant doubt about the
group’s ability to continue as a going concern and therefore the group may be unable to realise its assets
and discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this
matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our
audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. In addition to the matter described in the Material uncertainty related
to going concern section, we have determined the matters described below to be the key audit matters to
be communicated in our report.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
Liability limited by a scheme approved under Professional Standards Legislation.
117
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
EXPLORATION AND EVALUATION COSTS
Key audit matter
How the matter was addressed in our audit
The Group has incurred significant exploration
and evaluation expenditures which have been
capitalised. As the carrying value of exploration
and evaluation expenditures represents a
significant asset of the Group, we considered it
necessary to assess whether facts and
circumstances existed to suggest that the
carrying amount of this asset may exceed its
recoverable amount.
AASB 6 Exploration for and Evaluation of Mineral
Resources contains detailed requirements with
respect to both the initial recognition of such
assets and ongoing requirements to continue to
carry forward the assets.
Note 2(r) and note 11 to the financial statements
contains the accounting policy and disclosures in
relation to exploration and evaluation
expenditures.
Our audit procedures included:
• Obtaining evidence that the Group has valid
rights to explore in the areas represented by
the capitalised exploration and evaluation
expenditures by obtaining independent
searches;
• Confirming whether the rights to tenure of the
areas of interest remained current at
reporting date as well as confirming that
rights to tenure are expected to be renewed
for tenements that will expire in the near
future;
• Agreeing a sample of the additions to
capitalised exploration expenditure during the
year to supporting documentation, and
ensuring that the amounts were capitalised
correctly;
• Reviewing the directors’ assessment of the
carrying value of the exploration and
evaluation expenditure, ensuring that
management have considered the effect of
potential impairment indicators, commodity
prices and the stage of the Group’s project;
• Reviewing public (ASX) announcements and
reviewing minutes of directors’ meetings to
ensure that the Group had not decided to
discontinue activities in any of its areas of
interest; and
• Reviewing the status of the Group’s project to
support/corroborate management assessment
of the classification of the capitalised
exploration asset to ensure the correct
presentation at the reporting date.
118
ORION MINERALS 2022
EXPLORATION AND EVALUATION COSTS
OKIEP ACQUISITION COSTS
Key audit matter
How the matter was addressed in our audit
Key audit matter
How the matter was addressed in our audit
The Group has incurred significant exploration
Our audit procedures included:
and evaluation expenditures which have been
capitalised. As the carrying value of exploration
and evaluation expenditures represents a
significant asset of the Group, we considered it
necessary to assess whether facts and
circumstances existed to suggest that the
carrying amount of this asset may exceed its
recoverable amount.
AASB 6 Exploration for and Evaluation of Mineral
Resources contains detailed requirements with
respect to both the initial recognition of such
assets and ongoing requirements to continue to
carry forward the assets.
• Obtaining evidence that the Group has valid
rights to explore in the areas represented by
the capitalised exploration and evaluation
expenditures by obtaining independent
searches;
• Confirming whether the rights to tenure of the
areas of interest remained current at
reporting date as well as confirming that
rights to tenure are expected to be renewed
for tenements that will expire in the near
future;
• Agreeing a sample of the additions to
capitalised exploration expenditure during the
Note 2(r) and note 11 to the financial statements
year to supporting documentation, and
contains the accounting policy and disclosures in
ensuring that the amounts were capitalised
relation to exploration and evaluation
correctly;
expenditures.
• Reviewing the directors’ assessment of the
carrying value of the exploration and
evaluation expenditure, ensuring that
management have considered the effect of
potential impairment indicators, commodity
prices and the stage of the Group’s project;
• Reviewing public (ASX) announcements and
reviewing minutes of directors’ meetings to
ensure that the Group had not decided to
discontinue activities in any of its areas of
interest; and
• Reviewing the status of the Group’s project to
support/corroborate management assessment
of the classification of the capitalised
exploration asset to ensure the correct
presentation at the reporting date.
The Group announced that it had exercised its
exclusive option to acquire the mineral rights and
other assets comprising the Okiep Copper Project
(OCP). The Group also exercised its option to
acquire the historical mining and exploration
database owned by the Okiep Copper Company
and its affiliates.
We considered this a key audit matter due to the
significance of this transaction to the group’s
continued expansion of its exploration and
evaluation operations and the extent of our audit
effort undertaken to assess the treatment of the
acquisition component costs in the current
financial period.
Note 15 to the financial statements contains the
accounting disclosures in relation to this
transaction.
Other information
Our audit procedures included:
• Evaluating management’s position paper
determining the elements of costs and
whether they should be capitalised or
expensed;
• Engaging BDO’s IFRS technical accounting
experts to assess Orion’s OCP acquisition
accounting position paper;
• Vouching the relevant acquisition costs
incurred in the period to the underlying
supporting documents; and
• Reviewing the adequacy of the disclosures in
the financial statements.
The directors are responsible for the other information. The other information comprises the information
in the Group’s annual report for the year ended 30 June 2022, but does not include the financial report
and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
119
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 62 to 72 of the directors’ report for the year
ended 30 June 2022.
In our opinion, the Remuneration Report of Orion Minerals Limited, for the year ended 30 June 2022,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
BDO Audit Pty Ltd
James Mooney
Director
Melbourne, 27 September 2022
120
ORION MINERALS 2022
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 62 to 72 of the directors’ report for the year
In our opinion, the Remuneration Report of Orion Minerals Limited, for the year ended 30 June 2022,
complies with section 300A of the Corporations Act 2001.
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
ended 30 June 2022.
Responsibilities
Standards.
BDO Audit Pty Ltd
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
DISTRIBUTION OF ORDINARY SHARES AND OPTIONS
Additional ASX information
Shareholder Information
FOR THE YEAR ENDED 30 JUNE 2022
The following additional information not shown elsewhere in this report is required by ASX Limited in respect of listed
companies only. This information is current as at 9 September 2022.
1–1,000
1,001–5,000
5,001–10,000
10,001–100,000
100,001 and over
Fully paid ordinary shares
Unlisted options
No. of
holders
No. of
shares
2,576,320
11,614
10,316,902
4,333
10,914,491
1,462
3,887
147,613,108
2,116 4,578,616,340
23,412 4,750,037,161
%
0.05
0.22
0.23
3.11
96.39
100
No. of
holders
No. of
options
–
–
–
–
29
29
–
–
–
–
348,029,680
348,029,680
%
–
–
–
–
100
100
HOLDERS OF NON-MARKETABLE PARCELS
Shareholders holding less than a marketable parcel on the ASX register was 432.
TWENTY LARGEST HOLDERS OF ORDINARY SHARES
The names of the 20 largest holders of ordinary shares are:
Ordinary shares
%
Ndovu Capital X BV
Sparta AG
Delphi Unternehmensberatung Aktiengesellschaft
Netwealth Investments Limited
IGO Limited
Tarney Holdings Proprietary Limited
Silja Investment Limited
Ratel Growth Proprietary Limited
Deutsche Balaton Aktiengesellschaft
Anglo American sefa Mining
1
2
3
4
5
6
7
8
9
10
11 Mr Petrus Fourie
12 Mosiapoa Capital Proprietary Limited
Belair Australia Proprietary Limited
13
African Exploration Mining and Fina Soc Limited
14
Peresec Prime Brokers Proprietary Limited
15
JAXL Group Proprietary Limited
16
17
Dr Leon Eugene Pretorius
18 Mr Mark William Daniel and Mrs Suzanne Louise Daniel
19
20
Safika Resources Limited
Kinsella Holdings Limited
James Mooney
Director
Melbourne, 27 September 2022
Total issued ordinary share capital
SUBSTANTIAL SHAREHOLDERS
The following shareholders are recorded in the Company’s register of substantial shareholders:
1,029,083,226
304,738,758
240,360,691
183,629,863
154,166,666
125,714,746
106,321,960
100,000,000
88,995,064
77,567,412
56,557,087
53,950,235
49,000,000
43,522,276
42,487,226
40,500,000
39,190,000
30,000,000
22,500,000
21,335,415
2,809,620,625
4,750,037,161
21.66
6.42
5.06
3.87
3.25
2.65
2.24
2.11
1.87
1.63
1.19
1.14
1.03
0.92
0.89
0.85
0.83
0.63
0.47
0.45
59.15
Holders giving notice
Date of
notice
Ordinary shares
as at date of notice
% holding
as at date of notice
Ndovu Capital X BV
Delphi Unternehmensberatung Aktiengesellschaft
05-09-2022
15-05-2021
1,029,083,226
568,844,513
2166
13.79
This information is based on substantial holder notifications provided to the Company.
VOTING RIGHTS
The Company’s issued shares are one class with each share being entitled to one vote.
FRANKING CREDITS
The Company has nil franking credits.
121
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS
Additional ASX information
Additional ASX information
Tenement Schedule
Tenement Schedule
Project
Right/Tenement
Status
Ownership
Interest
Grant Date Expiry Date
Holder1
South Africa
Prieska
Prieska
NC30/5/1/2/2/10138MR
Granted
ORN 70.00%
4/12/19
3/12/43
PCZM
NC30/5/1/2/2/10146MR
Granted
ORN 70.00%
14/8/20
13/8/2032
VAR
Repli-Dooniespan
NC30/5/1/1/2/11840PR
Granted
ORN 70.00%
29/8/18
28/8/23
PCZM
Bartotrax
NC30/5/1/1/2/11850PR
Granted
ORN 100.00%
9/3/18
8/3/23
Namaqua-Disawell NC30/5/1/2/2/10032MR
Granted
ORN 25.00%
19/9/16
Not
Executed
Namaqua-Disawell NC30/5/1/1/2/10938PR
Granted
ORN 25.00%
2/10/14
8/11/22
Namaqua-Disawell NC30/5/1/1/2/11010PR
Granted
ORN 25.00%
2/10/14
8/11/22
Namaqua-Disawell NC30/5/1/1/2/12216PR
Granted
ORN 25.00%
14/1/21
13/1/26
Boksputs North
NC30/5/1/1/2/12197PR
Granted
ORN 70.00%
14/1/21
13/1/26
Masiqhame
N C 3 0 / 5 / 1 / 1 / 2 / 0 0 8 1 6 P R
N C 3 0 / 5 / 1 / 1 / 2 / 1 2 2 9 2 P R
Renewal
Granted
Granted
ORN 50.00%
14/5/12
24/3/22
11/3/19
23/3/25
New Okiep – Mining NC30/5/1/2/2/10150MR
Granted
ORN 100.00%
28/7/22
27/7/37
NC30/5/1/1/2/11125PR
Granted
ORN 100.00%
9/11/17
8/11/22
BAR
NAM
DIS
DIS
NAM
OE1
MAS
SAFTA
NCC
NC30/5/1/1/2/12357PR
Granted
ORN 100.00%
14/1/21
13/1/26
BCC
New Okiep –
Exploration
New Okiep –
Exploration
Southern Pipeline
NC30/5/1/1/2/12257PR
Application
Southern Pipeline
NC30/5/1/1/2/12258PR
Application
Southern Pipeline
NC30/5/1/1/2/12287PR
Application
Southern Pipeline
NC30/5/1/1/2/12405PR
Application
Marydale
NC30/5/1/1/2/12721PR
Application
Northern Pipeline
NC30/5/1/1/2/12196PR
Application
New Okiep – Mining NC30/5/1/1/2/12755PR
Application
New Okiep – Mining NC30/5/1/1/2/12848PR
Application
New Okiep – Mining NC30/5/1/1/2/12850PR
Application
Okiep Pipeline
NC30/5/1/1/2/12852PR
Application
Okiep Pipeline
NC30/5/1/1/2/12854PR
Application
Okiep Pipeline
NC30/5/1/1/2/12897PR
Application
Okiep Pipeline
NC30/5/1/1/2/13010PR
Application
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
122
ORION MINERALS 2022 Additional ASX information
Tenement Schedule
Project
Right/Tenement
Status
Western Australia
Ownership
Interest
Grant Date Expiry Date
Holder1
Fraser Range
E28/2367
Granted
KMX 30%
7/5/15
6/5/25
Fraser Range
E28/2378
Granted
KMX 30%
22/7/15
21/7/25
Fraser Range
E28/2462
Granted
KMX 30%
27/7/15
26/7/25
Fraser Range
E28/2596
Granted
KMX 30%
6/9/16
5/9/26
IGO
IGO
IGO
IGO
Fraser Range
E39/1653
Granted
KMX 35%
20/4/12
19/4/22 IGO & GRPL
Fraser Range
E39/1654
Granted
ORN 10%
23/4/12
22/4/22
IGO & NBX
Fraser Range
E69/2379
Granted
ORN 10%
21/5/13
20/5/23
IGO & PON
Fraser Range
E69/2707
Granted
ORN 10%
19/6/15
18/6/25
IGO & PON
Fraser Range
E39/1658
Fraser Range
E39/1818
Fraser Range
E69/2706
Victoria
Walhalla
Walhalla
EL5042
EL6069
Application
Application
Application
Application
Application
–
–
–
–
–
–
–
–
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Holder abbreviations – ORN (Orion Minerals Ltd); GRPL (Geological Resources Pty Ltd); IGO (IGO Ltd); KMX (Kamax Resources Limited);
NBX (NBX Pty Ltd); PON (Ponton Minerals Pty Ltd); NAM (Namaqua Nickel Mining (Pty) Ltd); DIS (Disawell (Pty) Ltd); MAS (Masiqhame 855 (Pty)
Ltd); PCZM (Prieska Copper Zinc Mine (Pty) Ltd); VAR (Vardocube (Pty) Ltd); BAR (Bartotrax (Pty) Ltd); OE1 (Orion Exploration No. 1 (Pty) Ltd);
SAFTA (Southern African Tantalum Mining (Pty) Ltd); NCC (Nababeep Copper Company (Pty) Ltd); BCC (Bulletrap Copper Co (Pty) Ltd).
123
ORION MINERALS Annual Report 202201 CORPORATE PROFILE03 BUSINESS REVIEW02 LEADERSHIP04 FINANCIAL STATEMENTS Corporate Directory
BOARD OF DIRECTORS
Denis Waddell (Non-Executive Chairman)
Errol Smart (Managing Director/CEO)
Thomas Borman (Non-Executive Director)
Godfrey Gomwe (Non-Executive Director)
Alexander Haller (Non-Executive Director)
Mark Palmer (Non-Executive Director)
COMPANY SECRETARY
Martin Bouwmeester
REGISTERED OFFICE
AND PRINCIPAL PLACE OF BUSINESS
Level 21
55 Collins Street
Melbourne, Victoria 3000
Telephone: +61 (0)3 8080 7170
AUDITOR
BDO Audit Pty Ltd
Level 18
Tower 4, 727 Collins Street
Docklands, Victoria 3008
SHARE REGISTRY
Link Market Services Limited
QV1, Level 2, 250 St Georges Terrace
Perth, Western Australia 6000
Telephone: +61 1300 306 089
STOCK EXCHANGE
Primary listing:
Australian Securities Exchange (ASX)
ASX Code: ORN
Secondary listing:
JSE Limited (JSE)
JSE Code: ORN
JSE SPONSOR
Merchantec Capital
13th Floor, Illovo Point
68 Melville Road
Illovo, Sandton 2196
WEBSITE
www.orionminerals.com.au
WWW.O RI ON MI NERALS .C OM. AU