ORION MINERALS LIMITED — Proxy Solicitation & Information Statement 2013

Aug 28, 2013

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NOTICE OF GENERAL MEETING

to be held on

Thursday, 26 September 2013 at 10:00am (Melbourne time) at Karstens, Level 12, 123 Queen Street, Melbourne, Victoria

and

EXPLANATORY MEMORANDUM

This Notice of Meeting should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary on (+61 3) 8080 7170.

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1. Notice of General Meeting

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TABLE OF CONTENTS

2. Explanatory Memorandum

• Issue of shares and options to Creasy Group (or their nominees).

• Approval of prior issue of shares.

• Proposed issue of ordinary shares and attaching options to sophisticated and professional investors.

• Proposed issue of ordinary shares and attaching options to a Director (Mr Denis Waddell).

• Proposed issue of ordinary shares and attaching options to a Director (Mr Errol Smart)

• Proposed issue of ordinary shares and attaching options to Silja Investment Ltd.

• Proposed issue of options to Argonaut Securities Pty Ltd.

• Proposed issue of ordinary shares in lieu of Directors' fees to:

• Mr Alexander Haller.

• Mr Denis Waddell.

• Proposed issue of ordinary shares to Billandbry Consulting Pty Ltd in lieu of fees owed.

• Proposed issue of ordinary shares to Geobase Australia Pty Ltd in lieu of fees owed.

3. Appointment of Proxy

(Enclosed separately)

KEY DATES

Deadline for lodgement of proxy forms for General Meeting 10:00 am 24 September 2013 General Meeting 10:00 am 26 September 2013

All times referred to in this Notice of General Meeting are references to Melbourne time.

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TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

A General Meeting of Orion Gold NL (ACN 098 939 274) will be held at 10:00am on Thursday, 26 September 2013 at:

Karstens, Level 12, 123 Queen Street, MELBOURNE, VICTORIA 3000

Your Vote is Important

The business of the General Meeting affects your shareholding and your vote is important.

Voting in Person

To vote in person, attend the General Meeting on the date and at the place set out above.

Voting by Proxy and Corporate Representatives

To vote by proxy, please complete and sign the enclosed Proxy Form and return it to the Company’s Share Registry, Security Transfer Registrars Pty Ltd, by:

• (a) post to PO Box 535, Applecross, WA, 6953;

• (b) hand delivery to 770 Canning Highway, Applecross, WA, 6153; or

• (c) facsimile on (+61 8) 9315 2233,

so that it is received not later than 10:00 am on 24 September 2013.

A shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy, who need not be a shareholder of the Company. A proxy may be an individual or a body corporate. If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. If a shareholder appoints two proxies and their appointment does not specify the proportion or number of the shareholder's votes the proxy may exercise, each proxy may exercise one half of the shareholder's votes. If a shareholder appoints two proxies, neither may vote on a show of hands.

The proxy form must be signed by the shareholder or the shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act.

The proxy form and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received at the Company’s Share Registry at least 48 hours before the commencement of the General Meeting or any adjournment of that meeting .

If a representative of a corporate shareholder or a corporate proxy is to attend the meeting pursuant to section 250D of the Corporations Act, a certificate of appointment of the representative must be produced prior to the admission to the meeting. A form of certificate of appointment can be obtained from the Company's registered office.

Voting Entitlements

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the shareholding of each shareholder for the purposes of ascertaining the voting entitlements for the General Meeting will be as it appears in the Share Register at 7.00pm on 24 September 2013 .

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ABN 76 098 939 274

Orion Gold NL

Notice of General Meeting

Notice is given that a General Meeting of the shareholders of Orion Gold NL ( Company ) will be held at the Karstens, Level 12, 123 Queen Street, Melbourne, Victoria on Thursday, 26 September 2013 commencing at 10:00 am .

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.

1. Issue of shares and options to the Creasy Group (or their nominees)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to a total of 3,196,656 fully paid ordinary shares and 4,653,335 options to NBX Pty Ltd and 12,603,344 fully paid ordinary shares and 18,346,665 options to Ponton Minerals Pty Ltd on the terms and conditions set out in the Explanatory Memorandum.”

2.

Approval of prior issue of shares to sophisticated and professional investors

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 17,440,000 fully paid ordinary shares on or about 28 August 2013 on the terms and conditions set out in the Explanatory Memorandum, be approved."

3. Proposed issue of ordinary shares and attaching options to sophisticated and professional investors

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to a total of 17,440,000 fully paid ordinary shares and 34,880,000 attaching options to selected investors on the terms and conditions set out in the Explanatory Memorandum.”

4.

Proposed issue of ordinary shares and attaching options to a Director (Mr Denis Waddell (or his nominee))

To consider and, if thought fit, to pass the following resolution as an ordinary resolution (subject to the approval of Item 3):

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to a total of 2,000,000 fully paid ordinary shares and 2,000,000 attaching options to Mr Denis Waddell (or his nominee) on the terms and conditions set out in the Explanatory Memorandum (which are the same terms as the fully paid ordinary shares and attaching options proposed to be issued to sophisticated and professional investors under Item 3).”

Proposed issue of ordinary shares and attaching options to a Director (Mr Errol Smart (or his nominee))

To consider and, if thought fit, to pass the following resolution as an ordinary resolution (subject to the approval

of Item 3):

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to a total of 900,000 fully paid ordinary shares and 900,000 attaching options to Mr Errol Smart (or his nominee) on the terms and conditions set out in the Explanatory Memorandum (which are the same terms as the fully paid ordinary shares and attaching options proposed to be issued to sophisticated and professional investors under Item 3).”

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8B.

6. Proposed issue of ordinary shares and attaching options to Silja Investment Ltd

To consider and, if thought fit, to pass the following resolution as an ordinary resolution (subject to the approval of Item 3):

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to a total of 4,720,000 fully paid ordinary shares and 4,720,000 attaching options to Silja Investment Ltd on the terms and conditions set out in the Explanatory Memorandum (which are the same terms as the fully paid ordinary shares and attaching options proposed to be issued to sophisticated and professional investors under Item 3).”

7.

Proposed issue of options to Argonaut Securities Pty Ltd (or its nominees)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to a total of 3,500,000 options to Argonaut Securities Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Memorandum.”

8. Proposed issue of ordinary shares in lieu of Directors' fees

8A.

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to a total of 416,667 fully paid ordinary shares to Mr Alexander Haller in lieu of Director's fees payable to Mr Alexander Haller, on the terms and conditions set out in the Explanatory Memorandum.”

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to a total of 625,000 fully paid ordinary shares to Mr Denis Waddell in lieu of Director's fees payable to Mr Denis Waddell, on the terms and conditions set out in the Explanatory Memorandum.”

9.

Proposed issue of ordinary shares to Billandbry Pty Ltd in lieu of fees owed

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to a total of 375,000 fully paid ordinary shares to Billandbry Pty Ltd on the terms and conditions set out in the Explanatory Memorandum."

10.

Proposed issue of ordinary shares to Geobase Australia Pty Ltd in lieu of fees owed

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to a total of 243,300 fully paid ordinary shares to Geobase Australia Pty Ltd on the terms and conditions set out in the Explanatory Memorandum."

DATED: 26 August 2013 By Order of the Board

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Martin Bouwmeester Company Secretary

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ABN 76 098 939 274

Orion Gold NL

Explanatory Memorandum to accompany Notice of General Meeting

This Explanatory Memorandum provides information for shareholders in respect of the resolutions to be considered at a General Meeting of the Company to be held at Karstens, Level 12, 123 Queen Street, Melbourne, Victoria on Thursday, 26 September 2013 commencing at 10:00 am .

Item 1 – Issue of shares and options to NBX Pty Ltd and Ponton Minerals Pty Ltd (‘Creasy Group’) (or their nominees)

Background

On 5 August 2013, the Company announced to the ASX that it had signed a binding term sheet ('Term Sheet') with entities controlled by the Creasy Group to acquire a 70% interest in significant tenements surrounding Orion’s Peninsula Project, in the Fraser Range Belt of Western Australia (‘Acquisition’). The terms of the Term Sheet were subsequently varied by agreement between the parties, as announced to ASX on 21 August 2013.

The Company will acquire a 70% interest in seven tenements covering 2,628km[2] of the northern Fraser Range Belt which the Company believes are prospective for nickel-copper mineralisation. In addition, historical exploration in the area has identified potential for gold, PGE and chromite mineralisation. The tenements surround the Company’s existing Peninsula tenement where recent exploration advances have been achieved.

Significantly, the tenements cover the northern extension of the Peninsula Intrusion, a mafic/ultramafic intrusion identified in exploration by Western Areas between 2000 and 2006 and which returned anomalous bedrock nickelcopper-cobalt-sulphur results in RC drilling in 2005. The Company’s existing Peninsula Project already covers the bulk of this intrusion.

The Acquisition tenements also include additional prominent eye-shaped magnetic features in the Fraser Metamorphic Zone, the same zone which hosts the Nova-Bollinger Deposit to the south-west. The Creasy Group has completed first pass surface geochemical sampling over this tenement and results indicate a low-level, coincident nickel-copper-cobalt anomaly over parts of this feature.

Key terms of the Term Sheet are set out below:

• Subject to the conditions below, the Creasy Group will be issued a total of 15,800,000 fully paid ordinary shares ('Consideration Shares') and 23,000,000 unlisted options in the Company, on the following terms:

Number of options	Exercise Price	Expiry Date
5,000,000	$0.20	30/04/2014
6,000,000	$0.15	31/07/2014
6,000,000	$0.25	31/07/2015
6,000,000	$0.35	31/07/2016

The Consideration Shares will be subject to a 12-month voluntary escrow period from their date of issue;

• The Creasy Group will retain of a 30% free-carried interest in the projects up to the completion of any bankable feasibility studies;

• The Acquisition is subject to:

  • due diligence to be conducted by the Company;

  • all necessary waivers and consents under any third party agreements including, but not limited to, heritage agreements or native title consents being obtained;

  • finalisation of a tenement sale and purchase/joint venture agreement (to be executed on or before 31 October 2013);

  • The Company raising a minimum of $4,000,000 at a minimum issue price of 10 cents per share ('Capital Raising'); and

  • the issues of shares and options to the Creasy Group and pursuant to the Capital Raising being approved by the Company’s shareholders (refer to Items 1-5).

• Completion of the Acquisition will occur by no later than 31 January 2014, failing which the parties will be released from their obligations under the Term Sheet.

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As at the date of this Notice of General Meeting, the Company is continuing with its due diligence related to the Acquisition and is expecting to finalise this shortly. The Company also expects to finalise the tenement sale and purchase/joint venture agreement shortly. The Company is planning work programs to be initiated on the tenements following completion of the Acquisition.

The Directors believe that the Acquisition represents an outstanding exploration opportunity for the Company as the tenements to be acquired are in a district that has delivered two of Australia’s most significant mineral discoveries of the past decade and advances in geological understanding of this region, which has become a prime investment destination, are revealing the potential for further major discoveries.

Purpose of Item 1

ASX Listing Rule 7.1 requires shareholder approval for an issue of equity securities if, over a 12 month period, the amount of the equity securities issued is more than 15% of the number of ordinary shares on issue at the start of that 12 month period.

Accordingly, shareholder approval is sought for the issue of shares and options to the Creasy Group (or their nominees) as it will exceed the 15% limit as outlined above. If shareholder approval is received, the issue of securities to the Creasy Group will not detract from the Company's 15% limit under ASX Listing Rule 7.1.

Information required for the purpose of Listing Rule 7.3

The following information is provided in accordance with Listing Rule 7.3:

• (a) Number of securities - the maximum number of securities the Company will issue to the Creasy Group (or their nominees) is 15,800,000 shares and 23,000,000 options;

• (b) Issue date - the securities will be issued no later than 3 months after the date of the General Meeting;

• (c) Issue price - the securities will be issued in consideration for the Acquisition;

• (d) Allottees - the securities will be issued to the Creasy Group entities shown in the table below;

Number of options	Shares	Options
NBX Pty Ltd	3,196,656	4,653,335
Ponton Minerals Pty Ltd	12,603,344	18,346,665
Total	15,800,000	23,000,000

• (e) Terms of the securities -

(i) the shares will be quoted on ASX and rank equally with all other ordinary shares on issue;

• (ii) the exercise price and expiry date of the options are as shown in the table below;

Number of options	Exercise price	Expiry date
5,000,000	$0.20	30/04/2014
6,000,000	$0.15	31/07/2014
6,000,000	$0.25	31/07/2015
6,000,000	$0.35	31/07/2016

(iii) the options will not be quoted on the ASX. Each option will give the optionholder the right to subscribe for one ordinary share in the capital of the Company upon exercise; and

(f) Intended use of funds raised - No proceeds will be raised from the issue of the shares and options (see (c) above). Any proceeds from the exercise of the options will be used for general corporate purposes.

Directors' recommendation

The Directors recommend that shareholders vote in favour of Item 1.

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Voting Exclusion Statement

The Company will disregard any votes cast on Item 1 by:

• the Creasy Group (or their nominees); and

• a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the resolution is passed,

and any associate of those persons. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

- Background to Items 2 to 7 Capital Raising

As announced on 21 August 2013, the Company is raising funds through a capital raising. On or about 28 August 2013, the Company expects to complete the first stage of the capital raising by issuing 17,440,000 ordinary shares at 10 cents per share pursuant to a placement to raise $1,744,000 ('Placement 1'). While Placement 1 will not require shareholder approval under the ASX Listing Rules, approval of the issue will be sought from members to allow for future equity fundraising flexibility (refer to Item 2 below for further details).

The second phase of the capital raising (‘Placement 2 ’ ) involves:

• a further placement of shares to raise up to a total of $2,506,000 of new funds; and

• the grant options to investors issued shares under either Placement 1 or Placement 2 on the basis of one attaching option granted for each share issued (refer to Items 3, 4, 5 and 6). The Company will use reasonable endeavours to seek approval for the options to be quoted on the ASX.

The Company appointed Argonaut Securities Pty Ltd as lead manager to assist in the capital raising. As part of the capital raising fee payable, the Company proposes to issue options to Argonaut Securities Pty Ltd (or its nominees) (refer to Item 7).

Item 2 – Approval of prior issue of shares under Placement 1

Background

The Company expects to complete a placement on or about 28 August 2013 by issuing 17,440,000 fully paid ordinary shares at an issue price of 10 cents per share to raise $1,744,000.

Purpose of Item 2

ASX Listing Rule 7.1 requires shareholder approval for an issue of equity securities if, over a 12 month period, the amount of the equity securities issued is more than 15% of the number of ordinary shares on issue at the start of that 12 month period. Under ASX Listing Rule 7.4, a prior issue of equity securities made without shareholder approval under Listing Rule 7.1 is treated as having been made with approval if the issue did not breach Listing Rule 7.1 and holders of ordinary shares subsequently approve the issue.

Accordingly, shareholder approval is sought for the issue of shares under Placement 1 (which is expected to occur on or about 28 August 2013) so that it does not detract from the Company's ability to issue equity securities within the 15% limit in a 12 month period without shareholder approval.

Information required for the purpose of Listing Rule 7.5

The following information is provided in accordance with Listing Rule 7.5:

• Number of securities – 17,440,000 shares will be issued under Placement 1.

• Issue price - the issue price of shares under Placement 1 will be 10 cents per share.

• Terms of the securities - shares issued under Placement 1 will rank equally with all other ordinary shares on issue.

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• Allottees - The securities will be issued to "sophisticated" or "professional" investors in accordance with sections 708(8) and (11) of the Corporations Act, as selected by Argonaut Securities Pty Ltd in consultation with the Company.

• Intended use of funds raised - The funds raised will be used for exploration and for general working capital purposes.

Directors' recommendation

The Directors recommend that shareholders vote in favour of Item 2.

Voting Exclusion Statement

The Company will disregard any votes cast on Item 2 by any person who has participated in the issue of securities and their associates. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 3 – Approval for the issue of securities to selected investors under Placement 2

Background

As part of the capital raising, the Company proposes to issue up to 17,440,000 fully paid ordinary shares at an issue price of 10 cents per share to raise up to $1,744,000 and up to 34,880,000 attaching options.

Purpose of Item 3

ASX Listing Rule 7.1 requires shareholder approval for an issue of equity securities if, over a 12 month period, the amount of the equity securities issued is more than 15% of the number of ordinary shares on issue at the start of that 12 month period.

Accordingly, shareholder approval is sought for the issue of the securities under Placement 2 as it will exceed the 15% limit as outlined above. If shareholder approval is received, the issue of securities under Placement 2 will not detract from the Company's 15% limit under ASX Listing Rule 7.1.

Item 3 seeks shareholder approval for the issue of shares and attaching options to all investors under Placement 2, other than any Directors and Silja Investment Limited (‘Silja’), being related parties of the Company. The issue of securities under Placement 2 to the Directors (as applicable) is subject to separate shareholder approval as set out in Items 4 and Item 5. The issue of securities under Placement 2 to Silja is subject to separate shareholder approval as set out in Item 6.

Information required for the purpose of Listing Rule 7.3

The following information is provided in accordance with Listing Rule 7.3:

• Number of securities - the maximum number of securities the Company will issue to investors (other than Directors and Silja) under Placement 2 is 17,440,000 shares and 34,880,000 attaching options.

• Issue date - the securities will be issued on or about 3 October 2013. In any event, the securities will be issued no later than 3 months after the date of the General Meeting.

• Issue price - the issue price of the shares under Placement 2 will be 10 cents per share. The attaching options will be issued for nil consideration.

• Allottees - the securities will be issued to "sophisticated" or "professional" investors in accordance with sections 708(8) and (11) of the Corporations Act, as selected by Argonaut Securities Pty Ltd in consultation with the Company.

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• Terms of the securities - the shares will rank equally with all other ordinary shares on issue. The options will have an exercise price of 20 cents, an expiry date of 31 August 2015. Each option will give the optionholder the right to subscribe for one ordinary share in the capital of the Company upon exercise.

• Intended use of funds raised - the funds raised will be used to fund the Company’s exploration activities and for general working capital purposes.

Directors' recommendation

The Directors recommend that shareholders vote in favour of Item 3.

Voting Exclusion Statement

The Company will disregard any votes cast on Item 3 by:

• a person who may participate in the issue of securities; and

• a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the resolution is passed,

and any associate of those persons. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Items 4 and 5 - Approval for the issue of securities to Directors under Placement 2

Background

Each of Mr Denis Waddell and Mr Errol Smart (‘Participating Directors’) propose to participate in Placement 2. The terms on which the shares (and attaching options) are proposed to be issued to the Participating Directors are the same as the terms of issue for other investors in Placement 2 (refer to Item 3).

Purpose of Items 4 and 5

ASX Listing Rule 10.11 requires shareholder approval for an issue of (or agreement to issue) equity securities to a related party, unless an exception applies. Each of the Participating Directors is a Director of the Company and is therefore a related party of the Company.

For this reason, shareholder approval under ASX Listing Rule 10.11 is required for the issue of shares and attaching options to each of the Participating Directors under Placement 2. If approval is given for the purposes of Listing Rule 10.11, approval is not required for the purposes of Listing Rule 7.1.

Information required for the purpose of Listing Rule 10.13

The following information is provided in accordance with Listing Rule 10.13:

• Allottees - the securities will be issued to the Participating Directors (or their nominees).

• Number of securities - the maximum number of securities the Company will issue to each Participating Director under Placement 2 is as follows:

• Mr Denis Waddell – 2,000,000 shares and 2,000,000 attaching options; and

• Mr Errol Smart – 900,000 shares and 900,000 attaching options.

• Issue date - the securities will be issued to Participating Directors on or about 3 October 2013. In any event, the securities will be issued no later than 1 month after the date of the General Meeting.

• Issue price - the issue price of the shares under Placement 2 will be 10 cents per share. The attaching options will be issued for nil consideration.

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• Terms of the securities - the shares will rank equally with all other ordinary shares on issue. The options will have an exercise price of 20 cents, an expiry date of 31 August 2015. Each option will give the optionholder the right to subscribe for one ordinary share in the capital of the Company upon exercise.

• Intended use of funds raised - the funds raised will be used to fund the Company’s exploration activities and for general working capital purposes.

Directors' recommendations

The Directors, other than Mr Denis Waddell, recommend that shareholders vote in favour of Item 4. Mr Denis Waddell makes no recommendation.

The Directors, other than Mr Errol Smart, recommend that shareholders vote in favour of Item 5. Mr Errol Smart makes no recommendation.

Voting Exclusion Statement

The Company will disregard any votes cast on:

• Item 4 by Denis Waddell or any of his associates; and

• Item 5 by Errol Smart or any of his associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 6 – Proposed issue of ordinary shares and attaching options to Silja Investment Ltd ('Silja')

Background

Silja proposes to participate in Placement 2. The terms on which the shares (and attaching options) are proposed to be issued to Silja are the same as the terms of issue for other investors in Placement 2 (refer to Item 3).

Purpose of Item 6

Silja is a related party of the Company (as explained below). For this reason, shareholder approval under ASX Listing Rule 10.11 is required for the issue of shares and attaching options to Silja under Placement 2. If approval is given for the purposes of Listing Rule 10.11, approval is not required for the purposes of Listing Rule 7.1.

Related party

Silja is a related party of the Company for the following reasons:

(a) it is controlled by Mrs Josephine Haller, a relative of Mr Alexander Haller (a Director of the Company); and

(b) Silja's interest in the Company is in excess of 50%, and it therefore effectively controls the Company.

Information required for the purpose of Listing Rule 10.13

The following information is provided in accordance with Listing Rule 10.13:

• Allottee - the securities will be issued to Silja.

• Number of securities - the maximum number of securities the Company will issue to Silja is 4,720,000 shares and 4,720,000 attaching options.

• Issue date - the securities will be issued to Silja on or about 3 October 2013. In any event, the securities will be issued no later than 1 month after the date of the General Meeting.

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• Issue price - the issue price of the shares under Placement 2 will be 10 cents per share. The attaching options will be issued for nil consideration.

• Terms of the securities - the shares will rank equally with all other ordinary shares on issue. The options will have an exercise price of 20 cents, an expiry date of 31 August 2015. Each option will give the optionholder the right to subscribe for one ordinary share in the capital of the Company upon exercise.

• Intended use of funds raised - the funds raised will be used to fund the Company’s exploration activities and for general working capital purposes.

Directors' recommendation

The Directors, other than Mr Alexander Haller, recommend that shareholders vote in favour of Item 6. Mr Alexander Haller makes no recommendation.

Voting Exclusion Statement

The Company will disregard any votes cast on Item 6 by Silja and any of its associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 7 – Approval for the issue of options to Argonaut Securities Pty Ltd (or its nominees) (‘Argonaut’)

Background

The Company appointed Argonaut as lead manager to assist in the capital raising. As part of the capital raising fee payable to Argonaut, the Company proposes to issue 3,500,000 options to Argonaut.

Purpose of Item 7

ASX Listing Rule 7.1 requires shareholder approval for an issue of equity securities if, over a 12 month period, the amount of the equity securities issued is more than 15% of the number of ordinary shares on issue at the start of that 12 month period.

Accordingly, shareholder approval is sought for the issue of the securities under Placement 2 so that this does not detract from the Company's ability to issue equity securities within the 15% limit in a 12 month period without shareholder approval.

Information required for the purpose of Listing Rule 7.3

The following information is provided in accordance with Listing Rule 7.3:

• Number of securities - the maximum number of options the Company will issue to Argonaut is 3,500,000.

• Issue date - the options will be issued on or about 3 October 2013. In any event, the options will be issued no later than 3 months after the date of the General Meeting.

• Issue price - the issue price of the options will be 0.01 cents per option.

• Allottee - the securities will be issued to Argonaut.

• Terms of the securities - The options will have an exercise price of 25 cents, an expiry date of 31 August 2015 and will not be quoted on the ASX. Each option will give the optionholder the right to subscribe for one ordinary share in the capital of the Company upon exercise.

• Intended use of funds raised - the funds raised will be used for general working capital purposes. Any proceeds from the exercise of the options will be used for general working capital purposes.

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Directors' recommendation

The Directors recommend that shareholders vote in favour of Item 7.

Voting Exclusion Statement

The Company will disregard any votes cast on Item 7 by:

• Argonaut; and

• a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the resolution is passed,

and any associate of those persons. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 8 – Proposed issue of ordinary shares in lieu of Directors' fees

Background

On the completion of Placement 2, if approved by shareholders, certain Directors (Mr Alexander Haller and Mr Denis Waddell) have agreed to be issued fully paid ordinary shares in the Company in lieu of directors' fees owing to them by the Company (see 'Background' of Items 4 and 5).

Purpose of Items 8A – 8B

Each Director is a related party of the Company by virtue of their position and for this reason, shareholder approval under ASX Listing Rule 10.11 is required for the issue of shares under Items 8A – 8B. A summary of Listing Rule 10.11 is set out above.

If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Information required for the purpose of Listing Rule 10.13

The following information is provided in accordance with Listing Rule 10.13:

• Allottee - shares will be issued to Mr Alexander Haller and Mr Denis Waddell.

• Number of securities - the maximum number of securities the Company will issue is as follows:

• Mr Alexander Haller – 416,667 shares; and

• Mr Denis Waddell – 625,000 shares.

• Issue date - the shares will be issued to each Director on or about 3 October 2013. In any event, the securities will be issued no later than 1 month after the date of the General Meeting.

• Issue price - the issue price of the shares will be 10 cents.

• Terms of the securities - the shares will rank equally with all other ordinary shares on issue.

• Intended use of funds raised - no funds will be raised from the issue given that the shares will be issued in satisfaction of a debt owed by the Company to these Directors.

Directors' recommendations

The Directors, other than Mr Alexander Haller, recommend that shareholders vote in favour of Item 8A. Mr Alexander Haller makes no recommendation.

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The Directors, other than Mr Denis Waddell, recommend that shareholders vote in favour of Item 8B. Mr Denis Waddell makes no recommendation.

Voting Exclusion Statement

The Company will disregard any votes cast on:

• Item 8A by Mr Alexander Haller and any of his associates; and

• Item 8B by Mr Denis Waddell and any of his associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

A member of key management personnel and their closely related parties may not vote as a proxy on Items 8A or 8B if the appointment does not specify how the proxy is to vote. However, the Chairman can vote undirected proxies provided that the proxy expressly authorises the Chairman to do so.

Item 9 – Proposed issue of shares to Billandbry Consulting Pty Ltd (‘Billandbry’) in lieu of fees owed

Background

If approved by shareholders, Billandbry has agreed to be issued fully paid ordinary shares in the Company in lieu of amounts owing to it by the Company for services rendered to the Company.

Purpose of Item 9

ASX Listing Rule 7.1 requires shareholder approval for an issue of equity securities if, over a 12 month period, the amount of the equity securities issued is more than 15% of the number of ordinary shares on issue at the start of that 12 month period.

Accordingly, shareholder approval is sought for the issue of the securities so that this does not detract from the Company's ability to issue equity securities within the 15% limit in a 12 month period without shareholder approval.

Information required for the purpose of Listing Rule 7.3

The following information is provided in accordance with Listing Rule 7.3:

• Number of securities - the maximum number of securities the Company will issue to Billandbry is 375,000 shares.

• Issue date - the shares will be issued on or about 3 October 2013. In any event, the securities will be issued no later than 3 months after the date of the General Meeting.

• Issue price - the issue price of the shares will be 10 cents per share.

• Allottee - Billandbry.

• Terms of the securities - the shares will rank equally with all other ordinary shares on issue.

• Intended use of funds raised - no funds will be raised from the issue given that the shares will be issued in satisfaction of a debt owed by the Company to Billandbry.

Directors' recommendation

The Directors recommend that shareholders vote in favour of Item 9.

Voting Exclusion Statement

The Company will disregard any votes cast on Item 9 by:

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• Billandbry; and

• a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the resolution is passed,

and any associate of those persons. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

A member of key management personnel and their closely related parties may not vote as a proxy on Item 9 if the appointment does not specify how the proxy is to vote. However, the Chairman can vote undirected proxies provided that the proxy expressly authorises the Chairman to do so.

Item 10 – Proposed issue of ordinary shares to Geobase Australia Pty Ltd ('Geobase') in lieu of fees owed

Background

If approved by shareholders, Geobase has agreed to be issued fully paid ordinary shares in the Company in lieu of amounts owing to it by the Company for services rendered to the Company.

Purpose of Item 10

ASX Listing Rule 7.1 requires shareholder approval for an issue of equity securities if, over a 12 month period, the amount of the equity securities issued is more than 15% of the number of ordinary shares on issue at the start of that 12 month period.

Accordingly, shareholder approval is sought for the issue of the securities so that this does not detract from the Company's ability to issue equity securities within the 15% limit in a 12 month period without shareholder approval.

Information required for the purpose of Listing Rule 7.3

The following information is provided in accordance with Listing Rule 7.3:

• Number of securities - the maximum number of securities the Company will issue to Geobase is 243,300 shares.

• Issue date - the shares will be issued on or about 3 October 2013. In any event, the securities will be issued no later than 3 months after the date of the General Meeting.

• Issue price - the issue price of the shares will be 10 cents per share.

• Allottee - Geobase.

• Terms of the securities - the shares will rank equally with all other ordinary shares on issue.

• Intended use of funds raised - no funds will be raised from the issue given that the shares will be issued in satisfaction of a debt owed by the Company to Geobase.

Directors' recommendation

The Directors recommend that shareholders vote in favour of Item 10.

Voting Exclusion Statement

The Company will disregard any votes cast on Item 10 by:

• Geobase; and

• a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the resolution is passed,

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and any associate of those persons. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

PROXY FORM

ORION GOLD NL

REGISTERED OFFICE:

ABN: 76 098 939 274

SUITE 302 LEVEL 3 488 BOURKE STREET MELBOURNE VIC 3000

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

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Code:

ORN

Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint: OR The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting). or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 10.00am (Melbourne Time) on Thursday, 26 September 2013 at Karstens, Level 12, 123 Queen Street, Melbourne, Victoria and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Agenda Item	For	Against Abstain*	Against Abstain*	Against Abstain*	For	Against	Abstain*	Abstain*
1. Issue of shares and options to the Creasy Group (or their nominees)				7. Proposed issue of options to Argonaut Securities Pty Ltd (or its nominee)
2. Approval of prior issue of shares to sophisticated and professional investors				8A. Proposed issue of ordinary shares in lieu of Directors' fees (Mr Haller)
3. Proposed issue of ordinary shares and attaching options to sophisticated and professional investors				8B. Proposed issue of ordinary shares in lieu of Directors' fees (Mr Waddell)
4. Proposed issue of ordinary shares and attaching options to a Director (Mr Denis Waddell (or his nominee))				9. Proposed issue of ordinary shares to Billandbry Pty Ltd in lieu of fees owed
5. Proposed issue of ordinary shares and attaching options to a Director (Mr Errol Smart (or his nominee))				10. Proposed issue of ordinary shares to Geobase Australia Pty Ltd in lieu of fees owed
6. Proposed issue of ordinary shares and attaching options to Silja Investment Ltd

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

• If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If you appoint the Chairperson as your proxy (or they are appointed by default) and you do not wish to direct the Chairperson how to vote, please mark "X" in the box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the agenda items 4 and 8B, and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on these agenda items and your votes will not be counted in calculating the required majority if a poll is called on those resolutions. The Chairman of the Meeting intends to vote all available proxies in favour of each agenda item. The Chairman is authorised to exercise undirected proxies on remuneration related resolutions. Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Agenda Items 8A, 8B & 9 (except where I/we have indicated a different voting intention) even though these Agenda Items are connected directly or indirectly with the remuneration of a member of key management personnel.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary 0971523962 Reference Number: 1 ORN 1

My/Our contact details in case of enquiries are: NAME

TELEPHONE NUMBER

( )

NOTES

1. Name and Address

This is the name and address on the Share Register of Orion Gold NL. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of Orion Gold NL.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 10.00am (Melbourne Time) on Tuesday, 24 September 2013, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333

Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

6372523963