Orion Gold NL. Share Purchase Plan and Free Attaching Options Offer

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1 Orion Gold NL 29 January 2013 Orion Gold NL is an Australian gold exploration company focused on delivering value to shareholders through the successful exploration of the Company s highly prospective tenement holdings located in the Walhalla goldfield of Victoria and now in Central Eastern Queensland. The prospectivity of the Walhalla goldfield is supported by fact:- The Walhalla region is Victoria s sixth largest historical gold producing region with over 400 known reef and alluvial gold deposits; The historic Cohen s Reef was mined to a depth of over one kilometre and produced 1.5 million ounces of gold at a grade of 30 g/t Au; The many known gold bearing reefs located within the Walhalla goldfield highlight the enormous potential of the Company s large tenement holdings; and Orion Gold s Walhalla Project is located in one of the world s major orogenic gold provinces. Share Purchase Plan and Free Attaching Options Offer Orion Gold NL ( Orion or the Company ) (ASX: ORN) is pleased to announce its share purchase plan and free attaching options offer to eligible shareholders ('Shareholder Offer'). As foreshadowed in an announcement on 21 December 2012, the Company is now offering its shareholders in Australia and New Zealand as at 7.00pm (AEDT) on 25 January 2013 (Eligible Shareholders) the opportunity to purchase ordinary shares (SPP Shares) under a share purchase plan (SPP). Each Eligible Shareholder will be entitled to one free attaching option for every one SPP Share successfully subscribed for under the SPP (Attaching Options). Details of the Shareholder Offer The Shareholder Offer opens 29 January 2013 and will close at 5.00pm (AEDT) on 15 February It is intended that the SPP Shares and Attaching Options will be issued on or about 22 February The Company will issue a maximum of 40 million SPP Shares and 40 million Attaching Options under the Shareholder Offer at an issue price of $0.10 per share (being the same issue price as shares issued under the Company's recent placements). The Company will raise up to $4 million from the issue of SPP Shares, with the potential for further funds to be raised if the Attaching Options are exercised. The SPP Shares are offered under an SPP Booklet and the Attaching Options are offered under a Prospectus. These two documents are attached and will be delivered to Eligible Shareholders by post shortly (together with a single Shareholder Offer application form). Purpose of the Shareholder Offer It is intended that the Shareholder Offer will give Eligible Shareholders the opportunity to participate in the Company's capital raising on substantially the same terms as the Company's placements, announced on 12 October Orion Gold NL ABN ASX Code: ORN W: Contact: Suite 302 Level 3, 488 Bourke Street Melbourne VIC 3000 T: F: E: Company enquiries: Errol Smart Managing Director / CEO Martin Bouwmeester General Manager-Corporate

2 It is intended that the proceeds of the SPP (and any funds raised on the exercise of Attaching Options) will be used by the Company to fund exploration activities and for general working capital purposes. Principle terms of the securities The terms of SPP Shares and Attaching Options are substantially the same as the terms offered under the Company's recent placements. SPP Shares The SPP Shares will be issued at $0.10 cents per share. All SPP Shares will be quoted on ASX and will rank equally with other fully paid ordinary shares on issue. Attaching Options The Attaching Options will be issued for nil consideration with Eligible Shareholders to receive one Attaching Option for every one SPP Share successfully subscribed for under the SPP. Attaching Options will not be quoted on ASX. Each Attaching Option will be exercisable at $0.20 cents, expiring 31 March The optionholder will have the right to subscribe for one ordinary share in the capital of the Company upon exercise. Shareholder approval SPP Shares The Company has been granted a waiver from ASX to enable it to offer the SPP Shares at $0.10 per share (being the same issue price as shares issued under the Company's recent placements) without shareholder approval under Listing Rule 7.1, subject to certain conditions. Attaching Options Shareholders approved the issue up to a total of 50 million Attaching Options at the Company's Annual General Meeting held on 23 November Errol Smart Managing Director and CEO

3 Orion Gold NL ACN Share Purchase Plan Booklet NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

4 CHAIRMAN'S LETTER 29 January 2013 Dear Shareholder, Orion Gold NL Share Purchase Plan On behalf of the Board, I am pleased to offer you the opportunity to participate in the share purchase plan (Share Purchase Plan) which was announced on 29 January The Share Purchase Plan allows you to apply to purchase up to A$15,000 worth of Orion Gold NL ACN (Orion) ordinary shares (New Shares) (subject to scale back at Orion s absolute discretion) without brokerage or other transaction costs. Eligible shareholders will be entitled to apply for one free attaching option for each New Share subscribed under the Share Purchase Plan (refer to the Prospectus enclosed with this Booklet). Background to the Share Purchase Plan offer As announced on 12 October 2012, Orion is undertaking a number of steps to restructure its capital and debt position and to raise funds (Restructure). As part of the Restructure, Orion has undertaken the following steps to date: Placement 1: a pre-consolidation placement of 57,370,000 ordinary shares (Shares) and 57,370,000 attaching options at 0.25 cents per Share to raise A$143,425 (as announced on 24 October 2012); Conversion of convertible notes: the conversion of all convertible notes held by Silja Investment Ltd (Silja) and applicable interest on the convertible notes (as if the convertible notes were held through to the maturity date) into 2,088,441,838 Shares (as announced on 19 December 2012); Consolidation: the consolidation of Orion's share capital through the conversion of every 40 Shares into one Share with effect from 21 December (as announced on 19 December 2012 and 21 December 2012); and Placement 2: part completion of a post-consolidation placement of Shares and attaching options at an issue price of A$0.10 per Share to raise up to A$6,400,000. This includes the placement of: 18,792,278 Shares and 18,792,278 attaching options to Silja. The subscription monies payable by Silja for these securities was applied to reduce the amount of a loan owed by the Company to Silja by A$1,879,228,(as announced on 21 December 2012); and 8,000,000 Shares and 8,000,000 attaching options to raise A$800,000 of new funds (as announced on 21 December 2012 and 25 January 2013). The Directors expect that the remainder of Placement 2 will be completed by 23 February 2013 at the latest. This will involve the issue of up to a further 37,207,722 Shares and 37,207,722 attaching options at A$0.10 per Share to raise up to A$3,720,772. As at the date of this Prospectus, the Company has received commitments from investors to subscribe for A$2,200,000 of this amount. The Directors are pleased to offer eligible Orion shareholders the opportunity to participate in the capital raising through an offer of New Shares under this Share Purchase Plan and attaching options under a prospectus dated 29 January 2013 (Prospectus) on substantially the same terms (on a post-consolidation basis) as investors under Placement 1 and Placement 2 (the Placements). NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 2

5 The offer of New Shares under this Share Purchase Plan is made in accordance with ASIC Class Order [CO 09/425] and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act. However, given that ASIC Class Order [CO 09/425] does not provide relief for an offer of options, Orion has issued the Prospectus for the offer of attaching options. Please refer to the Prospectus for further information regarding the offer of attaching options. The proceeds of the Share Purchase Plan will be used by Orion to fund exploration activities and for general working capital purposes. The Share Purchase Plan provides the opportunity to increase your shareholding in Orion at an issue price (SPP Price) of A$0.10 per share which represents a 37.5 % discount to the market price of Orion ordinary shares, based on the price at which those shares were last traded and adjusted for the effect of the consolidation described above. This is the price at which sophisticated investors and institutional investors were offered new shares under the Placements (on a post consolidation basis). Participation in the Share Purchase Plan is optional and is open to eligible shareholders in Australia or New Zealand who are holders of Orion Shares on the Record Date, being 7.00pm (AEDT) on 25 January Important information regarding potential Scale-back in the Share Purchase Plan Orion intends to issue a maximum of 40,000,000 Shares which is approximately 29% of the number of fully paid ordinary Shares that the Directors expect will be on issue at the date New Shares are issued under the Share Purchase Plan (this assumes that the remainder of Placement 2 will be completed prior to this date) (Maximum Amount). Orion reserves the right to scale back applications should total demand exceed this amount or such other amount determined by the Directors. You may be allocated New Shares to a value which is significantly less than the parcel which you applied for (Scale-back) and the difference will be refunded to you without any interest. Orion may scale back the maximum number of New Shares issued to each shareholder at its absolute discretion. Orion may take into consideration the size of an applicant s shareholding when determining the amount of any potential Scale-back and therefore the extent of the Scale-back may differ between applications. Shareholders should keep this potential Scale-back in mind when deciding how much to apply for under the Share Purchase Plan. How to apply If you are an eligible shareholder and wish to participate in the Share Purchase Plan, you may apply to purchase a parcel of New Shares valued at A$500, A$1,000, A$2,000, A$5,000, A$10,000 or A$15,000 at the SPP Price. You can apply by either: completing the enclosed Application Form as instructed and returning it to the address indicated on the form, together with your payment; or making payment directly by BPAY in accordance with the details on the Application Form BPAY payments must be made from an Australian dollar account of an Australian financial institution. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 3

6 The Application Form allows you to apply for both New Shares (offered under this Share Purchase Plan) and attaching options (offered under the Prospectus). Your application and payment must be received by 5.00pm (AEDT) on 15 February 2013 (Closing Date). Scale-back If subscriptions received by Orion exceed the Maximum Amount, or such other amount determined by the Directors, Orion may scale back the maximum number of New Shares issued to each shareholder at its absolute discretion. Orion may give consideration to the size of the applicant s current shareholding when determining the amount of any potential Scale-back and therefore the extent of the Scale-back may differ between applications. When applying under the Share Purchase Plan, please be aware of the potential for a Scaleback as it may impact the number of New Shares you receive. If there is a Scale-back, your application monies may be greater than the value of the New Shares you will be issued. In such event, the excess application monies will be refunded to you without interest. For example, if you apply for A$10,000 of New Shares and Orion scales back your allocation to A$2,000 of New Shares (rounded down to the nearest whole number of New Shares), you will receive a refund of A$8,000 without interest. Timetable* Record Date 7.00pm (AEDT) on 25 January 2013 Share Purchase Plan offer opens 29 January 2013 Share Purchase Plan offer closes 5.00pm (AEDT) on 15 February 2013 Share Purchase Plan allocation announcement and Scale-back (if any) 22 February 2013 Issue Date 22 February 2013 Quotation of New Shares 25 February 2013 Dispatch of holding statements 25 February 2013 *Orion may vary any of the above dates in its absolute discretion by lodging a revised timetable with the ASX. Important information This Booklet contains further information about the Share Purchase Plan. The Board urges you to read this Booklet carefully and in its entirety before deciding whether to participate in the Share Purchase Plan. If you are in any doubt about the course of action you should follow, you should consult your financial, taxation or other professional adviser before participating in the Share Purchase Plan. Orion s current Share price can be obtained from the Australian Securities Exchange (ASX) website (ASX Code: ORN) and is listed in the financial and business section of major daily newspapers circulated in Australia. For further information about the Share Purchase Plan or how to apply, please contact Orion s share registry on +61 (0) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 4

7 On behalf of the Board, I thank you for your continued support of Orion. Yours faithfully, Denis Waddell Chairman Orion Gold NL These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. These materials have been prepared for publication in Australia and New Zealand only and may not be distributed or released in the United States or elsewhere. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (Securities Act) or under the securities laws of any state or other jurisdiction of the United States, and may only be offered and sold outside the United States in offshore transactions (as defined in Regulation S under the Securities Act) in compliance with Regulation S under the Securities Act and the laws of the jurisdiction in which the New Shares are offered and sold. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 5

8 Frequently Asked Questions 1. What is the Share Purchase Plan? 2. Am I an eligible shareholder? Under the Share Purchase Plan, eligible shareholders have an opportunity to apply to purchase up to A$15,000 worth of New Shares at an issue price of A$0.10 per New Share which represents the price at which sophisticated investors and institutional investors were offered new shares under the Placements (on a post consolidation basis). You are an eligible shareholder if you are a holder of Orion Shares on the Record Date, being 7.00pm (AEDT) on 25 January 2013 and have a registered address in Australia or New Zealand. If you hold Shares on behalf of persons who reside outside Australia or New Zealand, or are in the United States, you are not an eligible shareholder and are not entitled to participate in the Share Purchase Plan. If you are a joint holder of Shares or have multiple holdings of Shares, please refer to clause 2 in the "Other Terms and Conditions" section of this Booklet for further information. 3. How are custodians and nominees treated under the Share Purchase Plan? Please refer to clause 3 in the "Other Terms and Conditions" section of this Booklet for information on eligibility for custodian and nominee shareholders. 4. What are the key dates of the Share Purchase Plan? Record Date 7.00pm (AEDT) on 25 January 2013 Share Purchase Plan offer opens 29 January 2013 Share Purchase Plan offer closes Share Purchase Plan allocation announcement and Scale-back (if any) 5.00pm (AEDT) on 15 February February 2013 Issue Date 22 February 2013 Quotation of New Shares 25 February 2013 Dispatch of holding statements 25 February 2013 Orion may vary any of the above dates in its absolute discretion by lodging a revised timetable with the ASX. 5. How much can I invest? If you are an eligible shareholder you may apply to purchase a parcel of New Shares with a value of either A$500, A$1,000, A$2,000, A$5,000, A$10,000 or A$15,000. Each eligible shareholder may only acquire a maximum of A$15,000 worth of New Shares under the Share Purchase Plan, irrespective of the number of Shares they currently hold. This limitation applies even if you receive more than one Application Form, or if you hold Shares NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 6

9 in more than one capacity. 6. How do I apply? The Application Form allows you to apply for both New Shares (offered under this Share Purchase Plan) and attaching options (offered under the Prospectus). You can apply through one of the following methods: Option 1 Complete the enclosed Application Form as instructed and return it to the address indicated on the form, together with your payment. Option 2 You can make a payment by BPAY. To do this, you must use the unique identifier shown on the Application Form as the customer reference number when making payment. If you make your payment with BPAY you do not need to return your Application Form. You will not be able to withdraw or revoke your application or BPAY payment once you have submitted it or made it or change the amount of New Shares (and attaching options) you have applied for. BPAY payments must be made from an Australian dollar account of an Australian financial institution. Note: By using the BPAY facility to apply for New Shares (and attaching options), you represent that the total of the application price for the following does not exceed A$15,000: the New Shares the subject of your application; any other New Shares or Shares issued under any similar arrangement to the Share Purchase Plan in the 12 months before the date of your application; any other New Shares which you have instructed a custodian to acquire on your behalf under the Share Purchase Plan; and any other Shares issued to a custodian under an arrangement similar to the Share Purchase Plan in the 12 months before the date of your application under the Share Purchase Plan as a result of an instruction given by you to the custodian or another custodian and which resulted in you holding beneficial interests in such Shares. You must ensure that your application and payment is received by 5.00pm (AEDT) on 15 February What is the Scale-back? If subscriptions received by Orion exceed the Maximum Amount, or such other amount determined by the Directors, Orion may scale back the maximum number of New Shares issued to each shareholder at its absolute discretion. Orion may give consideration NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 7

10 to the size of the applicant s current shareholding when determining the amount of any potential Scale-back and therefore the extent of the Scale-back may differ between applications. Please refer to clause 4 in the "Other Plan Terms and Conditions" section of this Booklet for further information in relation to Scale-back. 8. What rights will the New Shares have? 9. Will the New Shares be quoted? 10. Is the Share Purchase Plan underwritten? 11. Can I transfer my rights under the Share Purchase Plan? 12. Will there be brokerage and other transaction costs? 13. What is my entitlement to attaching options? New Shares will rank equally in all respects with existing Shares quoted on the ASX, with the same voting rights, dividend / distribution rights and other entitlements from issue. Yes. Orion will apply for the New Shares to be issued under the Share Purchase Plan to be quoted on the ASX. No. As the Share Purchase Plan is non-renounceable, your rights under the Share Purchase Plan are personal and cannot be transferred to another person. No brokerage or other transaction costs will apply to the application for, and issue of, New Shares under the Share Purchase Plan. Eligible shareholders will be entitled to apply for one free attaching option for each New Share subscribed under the Share Purchase Plan. The offer of New Shares under this Share Purchase Plan is made in accordance with ASIC Class Order [CO 09/425] and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act. However, given that ASIC Class Order [CO 09/425] does not provide relief for an offer of options, Orion has issued the Prospectus for the offer of attaching options. Please refer to the Prospectus for further information regarding the offer of attaching options. OTHER TERMS AND CONDITIONS IMPORTANT NOTICE If you apply to participate in the Share Purchase Plan, you should be aware, and accept the risk, that the market price of Shares may change between the date of the Share Purchase Plan offer and the date when New Shares are issued to you under the Share Purchase Plan. As such, it is possible that, up to or after the date you receive New Shares under the Share Purchase Plan, you may be able to buy Shares on the ASX at a lower price than under the Share Purchase Plan. We encourage you to seek your own professional advice regarding your participation in the Share Purchase Plan. 1. Acknowledgements 1.1 If you submit a BPAY payment or complete and return an Application Form: (a) you acknowledge that you have read and irrevocably and unconditionally agree to the terms and conditions in this Booklet in full and you agree not to do any act or thing which would be contrary to the intention or purpose of the Share Purchase Plan; NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 8

11 (b) (c) (d) (e) (f) (g) you acknowledge that you are an eligible shareholder and that you are lawfully permitted to accept the offer under the Share Purchase Plan, and participate in the Share Purchase Plan; if you are a New Zealand eligible shareholder, you continued to hold Shares as at the opening of the Share Purchase Plan offer on 29 January 2013; you acknowledge and agree that you do not reside outside Australia and New Zealand and that you are not in the United States; if you are a trustee or nominee and are the registered holder of Shares (and this is expressly noted on the share register of Orion) and hold Shares on account of another person (Beneficiary), you acknowledge that the Beneficiary will be taken to be the registered holder of those Shares and any application, certification or issue of New Shares to you (as trustee or nominee) will be taken to be an application, certification by, or an issue to, the Beneficiary; if you are acting as a trustee or nominee, each beneficial holder on whose behalf you are participating is resident in Australia or New Zealand and is not in the United States, and you have not sent any materials relating to the Share Purchase Plan to any such person; you certify that the total of the application price for the following does not exceed A$15,000: (i) (ii) (iii) (iv) the New Shares the subject of your application; any other New Shares or Shares issued under any similar arrangement to the Share Purchase Plan in the 12 months before the date of your application; any other New Shares which you have instructed a custodian to acquire on your behalf under the Share Purchase Plan; and any other Shares issued to a custodian under an arrangement similar to the Share Purchase Plan in the 12 months before the date of your application under the Share Purchase Plan as a result of an instruction given by you to the custodian or another custodian and which resulted in you holding beneficial interests in such Shares, even though you may have received more than one offer under the Share Purchase Plan or received offers in more than one capacity under the Share Purchase Plan; (h) (i) (j) (k) you acknowledge your application is irrevocable and unconditional; you acknowledge that your application is only effective when received by Orion or Securities Transfer Registrars Pty Ltd (Registry) and not when posted; you declare that all details and statements in your Application Form are true and complete and not misleading; you authorise Orion to correct minor errors in your Application Form and to complete the Application Form by inserting any missing minor details; NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 9

12 (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) (x) you acknowledge that Orion may at any time determine that your Application Form is valid, in accordance with this Booklet, even if the Application Form is incomplete, contains errors or is otherwise defective; you acknowledge that no interest will be paid on any application monies held pending the issuance of the New Shares or subsequently returned to you for any reason; you acknowledge that Orion at its absolute discretion may either accept or reject your application for New Shares; you accept that Orion at its absolute discretion can make reductions in issuance of New Shares under a Scale-back; you acknowledge that Orion is not liable for any exercise of its discretions referred to in this Booklet; you accept the risk associated with any refund that may be dispatched to you by cheque to your address or by direct credit to your nominated bank account as shown on Orion's register; you are responsible for any dishonour fees or other costs Orion may incur in presenting a cheque for payment which is dishonoured; you acknowledge that the New Shares have not been, and will not be, registered under the Securities Act or the securities law of any state or other jurisdiction of the United States or outside Australia or New Zealand and accordingly, the New Shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable US state securities laws; you agree not to send any materials relating to the Share Purchase Plan to any person in the United States; you have not purchased the New Shares as a result of any directed selling efforts (within the meaning of Rule 902(c) of Regulation S under the Securities Act); you agree to be bound by the constitution of Orion; you acknowledge that neither Orion nor the Registry has provided you with investment advice or financial product advice, and that neither has any obligation to provide this advice, concerning your decision to apply for and buy New Shares, and that this Booklet has been prepared without taking into account the objects, financial situation, tax position or needs of individuals; and you are aware, and accept the risk, that the market price of Shares may change between the date of the Share Purchase Plan offer and the date when New Shares are issued to you under the Share Purchase Plan, and that the SPP Price may exceed the market price of Shares on the Issue Date. 2. Joint holders / multiple holdings 2.1 If you are a joint holder of Shares, you are taken to be a single registered holder of Shares for the purposes of determining whether you are an eligible shareholder and joint holders are entitled to participate in the Share Purchase Plan in respect of that NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 10

13 single holding only. If you receive more than one offer under the Share Purchase Plan due to multiple registered holdings, you may only apply for one maximum parcel of New Shares. 3. Custodians 3.1 Eligible shareholders who hold Shares as a "custodian" (as defined in ASIC Class Order 09/425) (Custodian) may participate in the Share Purchase Plan on behalf of one or more persons whom the Custodian holds Shares on behalf of (Custodian Beneficiaries). If a Custodian applies for New Shares on behalf of a Custodian Beneficiary, Orion may not issue New Shares to the Custodian under the Share Purchase Plan unless the Custodian certifies the following in writing to Orion: (a) either or both of the following: (i) (ii) that the Custodian holds the Shares on behalf of one or more persons that are not custodians (Participating Beneficiaries); or that another custodian (Downstream Custodian) holds beneficial interests in Shares on behalf of a Participating Beneficiary, and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another custodian, on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons: (iii) (iv) where sub-paragraph (a)(i) applies the Custodian; and where sub-paragraph (a)(ii) applies the Downstream Custodian, to apply for New Shares under the Share Purchase Plan on their behalf; (b) (c) (d) (e) the number of Participating Beneficiaries; the name and address of each Participating Beneficiary, and that each Participating Beneficiary s address is located in Australia or New Zealand; that each Custodian Beneficiary is not in the United States and that the Custodian has not sent any materials relating to the Share Purchase Plan to any person in the United States; in respect of each Participating Beneficiary: (i) (ii) where sub-paragraph (a)(i) applies the number of Shares that the custodian holds on their behalf; and where sub-paragraph (a)(ii) applies the number of Shares to which the beneficial interests relate; (f) in respect of each Participating Beneficiary: (i) (ii) where sub-paragraph (a)(i) applies the number or the dollar amount of New Shares they instructed the custodian to apply for on their behalf; and where sub-paragraph (a)(ii) applies the number or the dollar amount of New Shares they instructed the Downstream Custodian to apply for on their behalf; NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 11

14 (g) there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds A$15,000: (i) (ii) the New Shares applied for by the Custodian under the Share Purchase Plan in accordance with the instructions referred to in sub-paragraph (f); and any other Shares issued to the Custodian in the 12 months before the application as a result of an instruction given by them to the Custodian or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Share Purchase Plan; (h) (i) that a copy of this Booklet was given to each Participating Beneficiary; and where sub-paragraph (a)(ii) applies the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary, (Custodian Certificate). 3.2 Custodians must request a Custodian Certificate when making an application on behalf of Custodian Beneficiaries. To request a Custodian Certificate or for further information about the custodian application process, a Custodian should contact Orion s share registry on +61 (0) Applications received from Custodians must be accompanied by a duly completed and signed Custodian Certificate. 3.4 If you hold Shares as a trustee or nominee for another person, but are not a Custodian, you cannot participate for beneficiaries in the manner described above. 4. Scale-back 4.1 If subscriptions received by Orion under the Share Purchase Plan exceed the Maximum Amount, or such other amount determined by the Directors, Orion may scale back the maximum number of New Shares issued to each shareholder to the extent and in the manner that it sees fits in its absolute discretion. Orion may give consideration to the size of the applicant s current shareholding when determining the amount of any potential Scale-back and therefore the extent of the Scale-back may differ between applications. 4.2 If a Scale-back occurs, you may receive less than the parcel of New Shares for which you have applied. If a Scale-back produces a fractional number of Shares when applied to your issue of New Shares, the number of New Shares you will be allocated will be rounded down to the nearest whole number of New Shares. 4.3 If there is a Scale-back, your application monies may be greater than the value of the New Shares you will be issued. In such event, the excess application monies will be refunded to you without interest, by direct credit (to your nominated account as recorded on Orion's Share register) or cheque (to your address as shown on Orion s share register) as soon as practicable. 5. Rounding 5.1 If you apply for New Shares under the Share Purchase Plan, you are applying for a certain value at the SPP Price, rather than a certain number of New Shares. Fractional shares will not be issued and any fraction of a share will be rounded down to the nearest whole number of shares. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 12

15 6. Class order compliance A registered holder of Shares will be ineligible to participate in the Share Purchase Plan if their participation would be in breach of ASIC Class Order 09/ Dispute resolution, waiver, withdrawal, suspension, and termination Orion may settle, in any manner it deems, any difficulties, anomalies, or disputes which may arise in connection with the operation of the Share Purchase Plan and its decision shall be conclusive and binding on all participants and other persons to whom the determination relates. Orion reserves the rights to waive strict compliance with any provisions of this Booklet, to amend or vary the terms and conditions set out in this Booklet and to suspend or terminate the Share Purchase Plan at any time. Any such amendment, variation, suspension or termination will be binding on all eligible shareholders even where Orion does not notify you of that event. In the event that the Share Purchase Plan is terminated prior to the issue of New Shares, all application monies will be refunded to you, without interest, by direct credit (to your nominated account as recorded on Orion's Share register) or cheque (to your address as shown on Orion's Share register) as soon as practicable. 8. Application Form The Application Form forms part of the Booklet for the purposes of this Share Purchase Plan offer. 9. Governing Law This Booklet and offer under the Share Purchase Plan is governed by the laws in force in Victoria, Australia. Before you apply for New Shares under the Share Purchase Plan, you should consider obtaining professional financial and/or taxation advice to assist you in determining whether or not, and the extent to which, you wish to participate in the Share Purchase Plan (taking into account your own financial situation, needs and objectives). Orion and its officers make no recommendation about whether or not you should apply for New Shares under the Share Purchase Plan, and nothing in this Booklet (including the Application Form) or any other accompanying documentation constitutes investment or financial product advice or is intended to influence your decision whether or not to participate in the Share Purchase Plan. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 13

16 Orion Gold NL ACN Prospectus for the offer to Eligible Shareholders of Options exercisable at $0.20 and expiring 31 March 2014 This Prospectus is an important document and requires your immediate attention. It should be read in its entirety. If you have any queries about any part of the Prospectus you should consult your accountant, stockbroker, solicitor or other professional adviser.

17 Contents Chairman's Letter 5 Section 1 - Overview of the Company 6 Section 2 - Details of the Offer 7 Section 3 - Risks 9 Section 4 - Effect of the Offer 13 Section 5 - Investigating Accountant s Report 17 Section 6 - Directors 43 Section 7 - Additional information 46 Section 8 - Glossary 52 Corporate directory 54 Key dates Share Purchase Plan (SPP) Record Date 7.00pm(AEDT) on 25 January 2013 Announcement of SPP and the free attaching Options offer 29 January 2013 SPP and free attaching Options offer opens 29 January 2013 SPP and free attaching Options offer closes 5.00pm(AEDT) on 15 February 2013 Allotment and Issue of SPP Shares and free attaching Options 22 February 2013 Quotation of SPP Shares on ASX 25 February 2013 *The timetable is subject to change without notice Dates may change The key dates above are indicative only and subject to change without notice. Orion may vary the timetable, including to close the Offer early, extend the Closing Date or to withdraw the Offer at any time prior to Issue. If any of the dates are changed, subsequent dates may also change. You are encouraged to lodge your Application as soon as possible after the Opening Date. 1

18 Important Notice Prospectus This Prospectus relates to the offer by Orion Gold NL ACN (Orion) to Eligible Shareholders of one Option for every one Share successfully subscribed for under the Share Purchase Plan. This Prospectus is dated 29 January 2013 and a copy of this Prospectus was lodged with Australian Securities and Investments Commission (ASIC) on that date. This Prospectus expires on the date which is 13 months after 29 January 2013 (Expiry Date) and no Options will be issued on the basis of this Prospectus after the Expiry Date. This Prospectus is for an offer of Options to acquire continuously quoted securities (as defined in the Corporations Act) of Orion and has been prepared in accordance with section 713 of the Corporations Act. Accordingly, this Prospectus does not contain the same level of disclosure as an initial public offering prospectus. This Prospectus contains important information which a potential investor should consider before making any decision to apply for Options. It also shows you where you can obtain more information on particular matters and background information on Orion. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. This Prospectus is only relevant for potential investors in Options and should not be used for any other purposes. The Offer is not underwritten. No representations other than in this Prospectus No person is authorised to provide any information or to make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied upon as having been authorised by Orion. Except as required by law, and only to the extent so required, neither Orion nor any other person warrants or guarantees the future performance of Orion, or any return on any investment made pursuant to this Prospectus. Prospectus does not provide investment advice The information provided in this Prospectus is not investment advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation issues). It is important that you read and consider the information in this Prospectus (including the Option terms set out in Section 7.3) in full before deciding to apply for Options and consider the risks that could affect the performance of Options and Shares issued on exercise of the Options. If you have any questions, you should seek advice from your financial adviser or other professional adviser before deciding to invest in Options. Obtaining a Prospectus and Application Form Paper copies of this Prospectus and an Application Form can be obtained free of charge during the Offer Period by calling (Monday to Friday 9.00am 5.00pm, Melbourne time) during the Offer Period. Restrictions on foreign jurisdictions This Prospectus does not constitute an offer of, or an invitation to subscribe for, any Options in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation. No action has been taken to register or qualify the Options being offered under the Offer or otherwise permit a public offering of the Options in any jurisdiction other than Australia and New Zealand. This Prospectus may not be distributed to or relied on by persons outside Australia or New Zealand. 2

19 Important information for New Zealand investors This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 and Regulations. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings-Australia) Regulations This offer and the content of the offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 and Regulations (Australia) set out how the offer must be made. There are differences in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities. Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Financial Markets Authority, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint. The taxation treatment of Australian securities is not the same as for New Zealand securities. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser. The offer may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars. If the securities are able to be traded on a securities market and you wish to trade the securities through that market, you will have to make arrangements for a participant in that market to sell the securities on your behalf. If the securities market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand. Financial information and forward looking statements Section 4 sets out in detail the financial information referred to in this Prospectus and the basis of preparation of that information. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding. This Prospectus contains forward looking statements which are identified by words such as may, could, believes, estimates, expects, intends and other similar words that involve risks and uncertainties. Any forward looking statements are subject to various risk factors that could cause Orion's actual results to differ materially from the results expressed or anticipated in these statements. Forward looking statements should be read in conjunction with risk factors as set out in Section 3, and other information in this Prospectus. Defined words and expressions Some words and expressions used in this Prospectus have defined meanings. These words and expressions are capitalised and are defined in the Glossary in Section 8. A reference to $ or cents in this Prospectus is a reference to Australian currency (unless otherwise stated). A reference to time in this Prospectus is a reference to Melbourne, Victoria, Australia time. If you have any questions about Options or the Offer, you should seek advice from your financial adviser or other professional adviser. Privacy If you apply for Options, you will provide personal information to Orion and the Registry. Orion and the Registry collect, hold and use your personal information in order to assess your Application, service your needs as an Optionholder, provide facilities and services that you request and carry out appropriate administration. Company and tax laws require some of the information to be collected. If you do not provide the information requested, your Application may not be able to be processed efficiently, or at all. 3

20 Each of Orion and the Registry may disclose your personal information for purposes related to your shareholding or optionholding to each other and to their respective agents and service providers including those listed below or as otherwise authorised under the Privacy Act. In the case of Orion, to the Registry for ongoing administration of the Register. In the case of Orion and the Registry, to printers and mailing houses for the purposes of preparation and distribution of Optionholder information and for handling of mail. Under the Privacy Act, you may request access to your personal information held by (or on behalf of) Orion or the Registry. You can request access to your personal information by telephoning or writing to Orion through the Registry as follows: Security Transfer Registrars Pty Ltd PO Box 535, Applecross WA 6953 By telephone:

21 Chairman's Letter 29 January 2013 Dear Shareholder On behalf of the Board of Orion I am pleased to invite you to apply for Options in Orion. Under the Offer, each Eligible Shareholder is entitled to be granted one free attaching Option for every one Share successfully subscribed for under the Share Purchase Plan (SPP). I refer you to the SPP Offer Document accompanying this Prospectus for details of the SPP. It is intended that any funds raised from the exercise of Options under the Offer will be used to fund the Company s exploration activities and for general working capital purposes. Full details of the Offer, including the terms of issue of the Options and the risks associated with the investment, are set out in this Prospectus. Please read the Prospectus and other publicly available information relating to Orion carefully before deciding whether to apply for Options. If you are uncertain whether Options are a suitable investment for you, you should consult your financial or other professional adviser. I commend the Offer to you and look forward to your participation. Yours sincerely Denis Waddell Chairman Orion Gold NL 5

22 1. Overview of the Company Orion is an Australian gold exploration company focused on delivering value to Shareholders through the successful exploration of the Company s tenement holdings located in the Walhalla Goldfields of Victoria and tenement applications in central eastern Queensland. The Walhalla-Woods Point Goldfield (Walhalla Goldfield) is a significant gold producer with historical production of approximately four million ounces. Given the historic high grade production and over 400 known reefs and alluvial gold deposits, Orion considers its tenement holdings in the Walhalla Goldfield to be highly prospective. The Company intends to commence testing a number of high priority drill ready targets in this region. These high priority targets have been generated from a new geological interpretation and structural model of the Walhalla Goldfield and exploration programs completed by the Company over the past three years. In addition to the planned drilling at the Walhalla Goldfield, a number of new project areas are under review by the Company, ranging from exploration in prospective terrains to more advanced projects. These new project areas, if acquired, will provide medium to long term development opportunities in addition to the Company s significant exposure and commitment to the Walhalla Goldfield. In particular, Orion has recently lodged an application with the Queensland Department of Environment and Resource Management for certain exploration tenure in central eastern Queensland. The project is located within a geological and structural setting very similar to other significant epithermal gold systems in Queensland, and is situated north-west of Rockhampton, along strike to the north of a tenement containing the Mount Mackenzie project (which is not held by Orion). Subject to successful grant of the application and associated regulatory approvals, the Company will seek to define and drill test targets on this project at the earliest opportunity. Please refer to Section 7.2 for a list of recent ASX announcements by the Company, including announcements containing further details of the Company s business operations, 6

23 2. Details of the Offer 2.1 Background to the Offer As announced to the ASX on 12 October 2012, Orion is undertaking a number of steps to restructure its capital and debt position and to raise funds (Restructure). As part of the Restructure, Orion has undertaken the following steps to date: Placement 1: a pre-consolidation placement of 57,370,000 Shares and 57,370,000 attaching options at 0.25 cents per Share to raise $143,425 (as announced on 24 October 2012); Conversion of convertible notes: the conversion of all convertible notes held by Silja and applicable interest on the convertible notes (as if the convertible notes were held through to the maturity date) into 2,088,441,838 Shares (as announced on 19 December 2012); Consolidation: the consolidation of Orion's share capital through the conversion of every 40 Shares into one Share with effect from 21 December 2012 (as announced on 19 December 2012 and 21 December 2012); and Placement 2: part completion of a post-consolidation placement of Shares and attaching options at an issue price of $0.10 per Share to raise up to $6,400,000. This includes the placement of: 18,792,278 Shares and 18,792,278 attaching options to Silja. The subscription monies payable by Silja for these securities was applied to reduce the amount of a loan owed by the Company to Silja by $1,879,228 (as announced on 21 December 2012); and 8,000,000 Shares and 8,000,000 attaching options to raise $800,000 of new funds (as announced on 21 December 2012 and 25 January 2013). The Directors expect that the remainder of Placement 2 will be completed by 23 February 2013 at the latest. This will involve the issue of up to a further 37,207,722 Shares and 37,207,722 attaching options at $0.10 per Share to raise up to $3,720,772. As at the date of this Prospectus, the Company has received commitments from investors to subscribe for $2,200,000 of this amount. To give Shareholders the opportunity to participate in the capital raising on substantially the same terms as investors under Placement 2, the Company is offering Shareholders the opportunity to acquire Shares under an SPP. Shareholders who participate in the SPP will also be offered one free attaching Option for each Share issued to them under the SPP. The offer of Shares under the SPP is made in accordance with ASIC Class Order [CO 09/425] and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act. However, given that ASIC Class Order [CO 09/425] does not provide relief for an offer of options, the Company has issued this Prospectus for the offer of attaching Options. For further information regarding the SPP offer, please refer to the SPP Offer Document accompanying this Prospectus. 2.2 Description of the Offer Eligible Shareholders are invited to subscribe for one Option for every Share successfully subscribed for under the SPP. The Options will be issued for nil consideration. Each Option has an exercise price of $0.20 and expires on 31 March The full terms and conditions of the Options offered under this Prospectus are set out in Section Offer Period The Offer will open on 29 January 2013 (Opening Date) and is anticipated to close on 15 February 2013 (Closing Date). The Opening Date and Closing Date for the Offer are indicative only and subject to change without notice. Orion may vary these dates, including to close the Offer early, extend the Closing Date or to 7

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