ORION MINERALS LIMITED — Proxy Solicitation & Information Statement 2013

May 12, 2013

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NOTICE OF GENERAL MEETING

to be held on

Thursday, 13 June 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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TABLE OF CONTENTS

1. Notice of General Meeting 4

2. Explanatory Memorandum

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• Issue of shares and options to Kamax vendors (or their nominees)

• Grant of options to Mr Errol Smart (or his nominee)

• Issue of shares to Mr Errol Smart (or his nominee)

• Grant of options to Mr Denis Waddell (or his nominee)

• Grant of employee options to Mr Martin Bouwmeester (or his nominee)

3. Appointment of Proxy (Enclosed separately)

KEY DATES

Deadline for lodgement of proxy forms for General Meeting	10:00 am	11 June 2013
General Meeting	10:00 am	13 June 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, 13 June 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 11 June 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 11 June 2013 .

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Orion Gold NL

ABN 76 098 939 274

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, 11 June 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 Kamax Vendors (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 12,040,000 fully paid ordinary shares and 12,040,000 options to the Kamax Vendors on the terms and conditions set out in the Explanatory Memorandum.”

2. Grant of options to Mr Errol Smart (or his nominee)

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 grant of 15,000,000 options to Mr Errol Smart (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

3. Issue of ordinary shares to Mr Errol Smart (or his nominee)

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 issue of 1,000,000 fully paid ordinary shares to Mr Errol Smart (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

4. Grant of options to Mr Denis Waddell (or his nominee)

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 grant of 6,000,000 options to Mr Denis Waddell (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

5. Grant of employee options to Mr Martin Bouwmeester (or his nominee)

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 grant of 3,000,000 options to Mr Martin Bouwmeester (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

DATED: 9 May 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, 11 June 2013 commencing at 10:00 am .

Item 1 – Issue of shares and options to Kamax vendors (or their nominees)

Background

On 22 March 2013, the Company announced to the ASX that it had entered into a binding heads of agreement to facilitate the proposed acquisition of all the securities in Kamax Resources Limited ( Kamax ) from the securityholders of Kamax ( Kamax Vendors ). The acquisition would result in the Company acquiring more than 913sqkm of granted tenements and 669sqkm of additional applications across WA’s rich Fraser Range and Tropicana belts.

Kamax’s Cundeelee Project is located between two world-class discoveries being the Tropicana Gold Project to the north, owned by Independence Group and AngloGold Ashanti and the Nova Nickel-Copper-Cobalt Project to the south, owned by Sirius Resources Limited. The tenement areas cover prospective targets for both Tropicana-style gold and Nova-style nickel deposits, with historical geochemical anomalies and scout drilling identifying bedrock mineralisation of both minerals.

Key terms of the proposed acquisition are as follows:

• Kamax Vendors will receive 86 fully paid ordinary shares in the Company for every 100 Kamax ordinary shares and 86 options in the Company (exercisable at 20 cents at any time until 30 April 2014) for every 100 Kamax options. Kamax has approximately 14 million fully paid ordinary shares and approximately 14 million options on issue;

• 8,858,000 of the shares and options issued by the Company to Kamax Vendors will be subject to an escrow period;

• Amongst other things, the proposed acquisition is subject to:

• finalisation of share sale agreements between the Company and the Kamax Vendors;

• there being no material adverse change, in the view of the Company, to the business of Kamax between the date of the heads of agreement and the date of the share sale agreements; and

• the issue of Company shares and options to Kamax Vendors being approved by the Company’s shareholders.

As at the date of this Notice of General Meeting, the Company has completed its due diligence related to the acquisition and is expecting to finalise the share sale agreements shortly. The Company is also planning work programs to be initiated on the tenements following completion of the acquisition.

The Directors believe that the acquisition of Kamax represents an outstanding exploration opportunity for the Company as the Kamax ground is in a district that has delivered two of Australia’s most important 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 Kamax Vendors (or their nominees) as it will exceed the 15% limit as outlined above , If shareholder approval is received, the issue of securities to Kamax Vendors 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) the maximum number of securities the Company will issue to the Kamax Vendors (or their nominees) is 12,040,000 shares and 12,040,000 options;

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• (b) the securities will be issued on or about 20 June 2013. In any event, the securities will be issued no later than 3 months after the date of the General Meeting;

• (c) the securities will be issued in consideration for the acquisition by the Company of Kamax securities as follows:

• (i) 86 (eighty six) fully paid ordinary shares in the Company for every 100 (one hundred) fully paid ordinary shares in Kamax held by the Kamax Vendors; and

• (ii) 86 (eighty six) options in the Company for every 100 (one hundred) options over ordinary shares in Kamax held by the Kamax Vendors;

• (d) the securities will be issued to Kamax Vendors (or their nominees) according to their respective holdings of Kamax securities;

• (e) the shares will be quoted on ASX and rank equally with all other ordinary shares on issue. The options will have an exercise price of 20 cents, an expiry date of 30 April 2014 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; and

• (f) no funds will be raised from the issue of the securities (see paragraph (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.

Voting Exclusion Statement

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

• the Kamax Vendors (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.

Item 2 – Grant of Options to Mr Errol Smart (or his nominee)

Background

As announced on 29 January 2013, the Company has agreed, subject to obtaining shareholder approval, to grant 15,000,000 options ( Director Options ) to Mr Errol Smart (or his nominee) as part of his remuneration package on the terms and conditions set out below.

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue securities to a related party (unless an exception in ASX Listing Rule 10.12 applies). As a Director of the Company, Mr Smart is a related party for the purposes of ASX Listing Rule 10.11. Accordingly, shareholder approval is sought pursuant to ASX Listing Rule 10.11 for the proposed grant of Director Options to Mr Smart (or his nominee).

Separate approval under ASX Listing Rule 7.1 is not required for the proposed grant of Director Options to Mr Smart (or his nominee) if shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if the resolution is passed, the grant of Director Options to Mr Smart (or his nominee) will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

Shareholder Approval (ASX Listing Rule 10.11)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Director Options to Mr Smart (or his nominee):

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• (a) the maximum number of Director Options proposed to be granted to Mr Smart (or his nominee) is 15,000,000;

• (b) subject to shareholder approval, the Director Options will be granted to Mr Smart (or his nominee) no later than 1 month after the date of the General Meeting;

• (c) the Director Options will be granted for nil cash consideration and accordingly no funds will be raised from the grant of the Director Options;

• (d) the exercise price of the Director Options is as shown in the table below. Any proceeds from the exercise of the Director Options will be used for general corporate purposes; and

Number of options	Exercise price
5,000,000	$0.15
5,000,000	$0.25
5,000,000	$0.35

• (e) the terms and conditions of the Director Options proposed to be granted to Mr Smart (or his nominee) are set out in Schedule 1.

Purpose of the proposed grant

The primary purpose of the proposed grant of Director Options to Mr Smart is to enable the Company to provide an overall market competitive remuneration package of which an appropriate component is both incentive based and promotes retention. The Board (other than Mr Smart) considered the extensive experience and reputation of Mr Smart as well as market comparable remuneration arrangements when considering the grant of the Director Options to him. The Board considers the grant of the Director Options to Mr Smart to be reasonable, given his extensive industry experience and the necessity to attract the highest calibre of professional to the Company while maintaining the Company's cash reserves. The Board notes that subject to their approval, Items 2 and 3 together provide an effective incentive and retention tool for the Company to use in relation to Mr Smart.

Directors' recommendation

The Directors, other than Mr Smart, recommend that shareholders vote in favour of Item 2. Mr Smart makes no recommendation.

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Item 2 by Mr Smart (or his nominee) or any associate of Mr Smart (or his nominee). However, the Company is not required to 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 Chairman of 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.

Further, a member of key management personnel and their closely related parties may not vote as a proxy on this resolution if the appointment does not specify how the proxy is to vote. However, the person chairing the General Meeting can vote undirected proxies, provided the proxy expressly authorises the chair to do so.

Item 3 – Issue of shares to Mr Errol Smart (or his nominee)

Background

As announced on 29 January 2013, the Company has agreed, subject to obtaining shareholder approval, to issue 1,000,000 fully paid ordinary shares ( Shares ) to Mr Smart (or his nominee) at an issue price of $0.10 per Share as part of his remuneration package. The Company will provide Mr Smart with an interest free, non-recourse loan for Mr Smart to purchase the Shares ( Loan ). The Loan will be repayable upon either the sale of the Shares or within one month of Mr Smart ceasing to be a Director of the Company.

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue securities to a related party (unless an exception in ASX Listing Rule 10.12 applies). As a Director of the Company, Mr

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Smart is a related party for the purposes of ASX Listing Rule 10.11. Accordingly, shareholder approval is sought pursuant to ASX Listing Rule 10.11 for the proposed issue of Shares to Mr Smart (or his nominee).

Separate approval under ASX Listing Rule 7.1 is not required for the proposed issue of Shares to Mr Smart (or his nominee) if shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if the resolution is passed, the issue of Shares to Mr Smart (or his nominee) will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

Shareholder Approval (ASX Listing Rule 10.11)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed issued of Shares to Mr Smart (or his nominee):

• (a) the maximum number of Shares proposed to be issued to Mr Smart (or his nominee) is 1,000,000;

• (b) subject to shareholder approval, the Shares will be issued no later than 1 month after the date of the General Meeting;

• (c) the Shares will be issued at $0.10 per share;

• (d) no funds will be raised by the Company from the issue of Shares (refer to Loan description above);

• (e) the Shares will be quoted on ASX and rank equally with all other ordinary shares on issue.

Purpose of the proposed issue

The purpose of the proposed issue of shares to Mr Smart is to enable the Company to provide an overall market competitive remuneration package of which an appropriate component is both incentive based and promotes retention. The Board (other than Mr Smart) considered the extensive experience and reputation of Mr Smart as well as market comparable remuneration arrangements when considering the issue of Shares to him. The Board considers the issue of Shares to Mr Smart to be reasonable, given his extensive industry experience and the necessity to attract the highest calibre of professional to the Company while maintaining the Company's cash reserves. The Board notes that subject to their approval, Items 2 and 3 together provide an effective incentive and retention tool for the Company to use in relation to Mr Smart.

Directors' recommendation

The Directors, other than Mr Smart, recommend that shareholders vote in favour of Item 3. Mr Smart makes no recommendation.

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Item 3 by Mr Smart (or his nominee) or any associate of Mr Smart (or his nominee). However, the Company is not required to 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 Chairman of 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.

Further, a member of key management personnel and their closely related parties may not vote as a proxy on this resolution if the appointment does not specify how the proxy is to vote. However, the person chairing the General Meeting can vote undirected proxies, provided the proxy expressly authorises the chair to do so.

Item 4 – Grant of Options to Mr Denis Waddell (or his nominee)

Background

The Company has agreed, subject to obtaining shareholder approval, to grant 6,000,000 options ( Director Options ) to Mr Denis Waddell (or his nominee) on the terms and conditions set out below.

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue securities to a related party (unless an exception in ASX Listing Rule 10.12 applies). As a Director of the Company Mr

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Waddell is a related party for the purposes of ASX Listing Rule 10.11. Accordingly, shareholder approval is sought pursuant to ASX Listing Rule 10.11 for the proposed grant of Director Options to Mr Waddell (or his nominee).

Separate approval under ASX Listing Rule 7.1 is not required for the proposed grant of Director Options to Mr Waddell (or his nominee) if shareholder approval is received under ASX Listing Rule 10.11. Accordingly, if the resolution is passed, the grant of Director Options to Mr Waddell (or his nominee) will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

Shareholder Approval (ASX Listing Rule 10.11)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Director Options to Mr Waddell (or his nominee):

• (a) the maximum number of Director Options proposed to be granted to Mr Waddell (or his nominee) is 6,000,000;

• (b) subject to shareholder approval, the Director Options will be granted to Mr Waddell (or his nominee) no later than 1 month after the date of the General Meeting;

• (c) the Director Options will be granted for nil cash consideration and accordingly no funds will be raised from the grant of the Director Options;

• (d) the exercise price of the Director Options is as shown in the table below. Any proceeds from the exercise of the Director Options will be used for general corporate purposes; and

Number of options	Exercise price
2,000,000	$0.15
2,000,000	$0.25
2,000,000	$0.35

(e) the terms and conditions of the Director Options proposed to be granted to Mr Waddell are set out in Schedule 2.

Purpose of the proposed grant

The primary purpose of the proposed grant of Director Options to Mr Waddell is to enable the Company to provide, in Mr Waddell’s capacity as the Company’s Chairman, market appropriate non-executive director remuneration whilst both retaining cash reserves and also encouraging non-executive directors to have a meaningful level of investment in the Company. The Board (other than Mr Waddell) considered appropriate governance practices, market remuneration levels and the extensive experience and reputation of Mr Waddell when considering the grant of the Director Options to him. The Board considers the grant of the Director Options to Mr Waddell to be reasonable, given his contribution to date and the necessity to attract the highest calibre of professional to the Company while maintaining the Company's cash reserves.

Directors' recommendation

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

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Item 4 by Mr Waddell (or his nominee) or any associate of Mr Waddell (or his nominee). However, the Company is not required to 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 Chairman of 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.

Further, a member of key management personnel and their closely related parties may not vote as a proxy on this resolution if the appointment does not specify how the proxy is to vote. However, the person chairing the General Meeting can vote undirected proxies, provided the proxy expressly authorises the chair to do so.

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Item 5 – Grant of Employee Options to Mr Martin Bouwmeester (or his nominee)

Background

The Company has agreed, subject to obtaining shareholder approval, to grant 3,000,000 options ( Employee Options ) to Mr Martin Bouwmeester (or his nominee) on the terms and conditions set out below.

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 proposed grant of Employee Options to Mr Bouwmeester (or his nominee) 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.

Shareholder Approval (ASX Listing Rule 7.3)

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.3, the following information is provided in relation to the proposed grant of Employee Options to Mr Bouwmeester (or his nominee):

• (a) the maximum number of Employee Options proposed to be granted to Mr Bouwmeester (or his nominee) is 3,000,000;

• (b) subject to shareholder approval, the Employee Options will be granted to Mr Bouwmeester (or his nominee) no later than 3 months after the date of the General Meeting;

• (c) the Employee Options will be granted for nil cash consideration and accordingly no funds will be raised from the grant of the Employee Options;

• (d) the exercise price of the Employee Options is as shown in the table below. Any proceeds from the exercise of the Employee Options will be used for general corporate purposes; and

Number of options	Exercise price
1,000,000	$0.15
1,000,000	$0.25
1,000,000	$0.35

(e) the terms and conditions of the Employee Options proposed to be granted to Mr Bouwmeester are set out in Schedule 3.

Purpose of the proposed grant

The primary purpose of the proposed grant of Employee Options to Mr Bouwmeester is to enable the Company to provide, in Mr Bouwmeester’s capacity as the Company’s Chief Financial Officer and Company Secretary an overall market competitive remuneration package of which an appropriate component is both incentive based and promotes retention whilst enabling the Company to retain cash reserves. The Board considered market remuneration levels, the extensive experience and reputation of Mr Bouwmeester as well as his potential future contribution towards the Company meeting its strategic goals and objectives when considering the grant of the Employee Options to him. The Board considers the grant of the Employee Options to Mr Bouwmeester to be reasonable having regard to the factors considered by the Board and the need to effectively retain and incentivise Mr Bouwmeester.

Directors' recommendation

The Directors recommend that shareholders vote in favour of Item 5.

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Item 5 by:

• Mr Bouwmeester (or his nominee); 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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or any associate of those persons. However, the Company is not required to 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 Chairman of 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.

Further, a member of key management personnel and their closely related parties may not vote as a proxy on this resolution if the appointment does not specify how the proxy is to vote. However, the person chairing the General Meeting can vote undirected proxies, provided the proxy expressly authorises the chair to do so.

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Schedule 1 – Terms and Conditions of Director Options – Errol Smart (or nominee)

• (a) Each Director Option gives the optionholder the right to subscribe for one ordinary share (Share) in the capital of Orion Gold NL (Company) upon exercise of the Director Options in accordance with the terms and conditions of the Director Options.

• (b) The Director Options vest as follows:

• i. subject to paragraph (ii), 5,000,000 of the Director Options will vest on 26 November 2013, 5,000,000 of the Director Options will vest on 26 November 2014 and 5,000,000 of the Director Options will vest on 26 November 2015; and

• ii. notwithstanding paragraph (i), 100% of the Director Options will vest immediately upon:

  • (A) the Board of the Company making a recommendation to shareholders to accept a takeover bid for all of the issued Shares of the Company;

  • (B) the despatch of a notice of general meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act; or

  • (C) the date upon which a person or a group of associated persons becomes entitled subsequent to the date of grant of the Director Options, to sufficient Shares to give it or them the ability, in general meeting, to replace all or a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

• (c) The Director Options will expire as follows:

• i. notwithstanding paragraph (ii), where Mr Errol Smart ceases to be a Director of the Company for any reason, then any Director Options which have not yet vested at that time will be forfeited by him and shall expire.

• ii. subject to paragraph (i), the Director Options will expire on the earlier of:

  • (A) 60 days subsequent to the date on which Mr Errol Smart ceases to be a Director; and

  • (B) 5.00pm on 31 May 2018,

(Expiry Date). Any vested Director Options not exercised will automatically expire at this time.

(d) The amount payable upon exercise of each Director Option will be as shown in the table below (Exercise Price).

Number of options	Exercise price	Vest
5,000,000	$0.15	26 November 2013
5,000,000	$0.25	26 November 2014
5,000,000	$0.35	26 November 2015

(e) The Director Options held by the optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

(f) Subject to paragraph (e), the optionholder may exercise their Director Options by lodging with the Company, before the Expiry Date:

• i. a written notice of exercise of Director Options specifying the number of Director Options being exercised; and

• ii. a cheque or electronic funds transfer for the Exercise Price for the number of Director Options being exercised,

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(Exercise Notice).

(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 Business Days of receipt of an effective Exercise Notice accompanied by the Exercise Price, the Company will issue the number of Shares required under these terms and conditions in respect of the number of Director Options specified in the Exercise Notice.

(i) The Director Options are not transferable until such time as the Director Options have vested in accordance with paragraph (b) above.

(j) All Shares issued upon the exercise of Director Options will from the date of issue rank pari passu in all respects with other Shares.

(k) The Company will not apply for quotation of the Director Options on ASX. However, the Company will apply for quotation of all Shares issued pursuant to the exercise of Director Options on ASX within 10 Business Days after the date of issue of those Shares.

(l) Subject to paragraphs (n) and (p), the optionholder will not be entitled to participate in new issues of capital offered to holders of Shares in the Company prior to the exercise of the Director Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give the optionholder the opportunity to exercise their Director Options prior to the date for determining entitlements to participate in any such issue.

(m) The optionholder will not have any right to attend and vote at general meetings.

(n) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of capital) of the Company, the Director Options shall be treated in a manner consistent with the Corporations Act and the ASX Listing Rules as in force as at the date of any such reconstruction.

(o) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of grant of the Director Options, the exercise price of the Director Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

(p) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of grant of the Director Options, the number of securities over which a Director Option is exercisable may be increased by the number of securities which the optionholder would have received if the Director Option had been exercised before the record date for the bonus issue in accordance with ASX Listing Rule 6.22.3.

(q) Other than as provided for above, the Director Options do not confer any right upon the optionholder to a change in the exercise price of each Director Option or a change in the number of Shares over which each Director Option can be exercised.

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Schedule 2 – Terms and Conditions of Director Options – Denis Waddell (or nominee)

• (a) Each Director Option gives the optionholder the right to subscribe for one ordinary share (Share) in the capital of Orion Gold NL (Company) upon exercise of the Director Options in accordance with the terms and conditions of the Director Options.

• (b) The Director Options vest as follows:

• i. subject to paragraph (ii), 2,000,000 of the Director Options will vest on 26 November 2013, 2,000,000 of the Director Options will vest on 26 November 2014 and 2,000,000 of the Director Options will vest on 26 November 2015; and

• ii. notwithstanding paragraph (i), 100% of the Director Options will vest immediately upon:

  • (A) the Board of the Company making a recommendation to shareholders to accept a takeover bid for all of the issued Shares of the Company;

  • (B) the despatch of a notice of general meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act; or

  • (C) the date upon which a person or a group of associated persons becomes entitled subsequent to the date of grant of the Director Options, to sufficient Shares to give it or them the ability, in general meeting, to replace all or a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

(c) The Director Options will expire at 5.00pm on 31 May 2018 (Expiry Date). Any Director Options not exercised will automatically expire at this time.

(d) The amount payable upon exercise of each Director Option will be as shown in the table below (Exercise Price).

Number of options	Exercise price	Vest
2,000,000	$0.15	26 November 2013
2,000,000	$0.25	26 November 2014
2,000,000	$0.35	26 November 2015

(e) The Director Options held by the optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

(f) Subject to paragraph (e), the optionholder may exercise their Director Options by lodging with the Company, before the Expiry Date:

• i. a written notice of exercise of Director Options specifying the number of Director Options being exercised; and

• ii. a cheque or electronic funds transfer for the Exercise Price for the number of Director Options being exercised,

(Exercise Notice).

(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 Business Days of receipt of an effective Exercise Notice accompanied by the Exercise Price, the Company will issue the number of Shares required under these terms and conditions in respect of the number of Director Options specified in the Exercise Notice.

• (i) The Director Options are not transferable until such time as the Director Options have vested in accordance with paragraph (b) above.

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• (j) All Shares issued upon the exercise of Director Options will from the date of issue rank pari passu in all respects with other Shares.

• (k) The Company will not apply for quotation of the Director Options on ASX. However, the Company will apply for quotation of all Shares issued pursuant to the exercise of Director Options on ASX within 10 Business Days after the date of issue of those Shares.

• (l) Subject to paragraphs (n) and (p), the optionholder will not be entitled to participate in new issues of capital offered to holders of Shares in the Company prior to the exercise of the Director Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give the optionholder the opportunity to exercise their Director Options prior to the date for determining entitlements to participate in any such issue.

(m) The optionholder will not have any right to attend and vote at general meetings.

• (n) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of capital) of the Company, the Director Options shall be treated in a manner consistent with the Corporations Act and the ASX Listing Rules as in force as at the date of any such reconstruction.

(o) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of grant of the Director Options, the exercise price of the Director Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

(p) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of grant of the Director Options, the number of securities over which a Director Option is exercisable may be increased by the number of securities which the optionholder would have received if the Director Option had been exercised before the record date for the bonus issue in accordance with ASX Listing Rule 6.22.3.

(q) Other than as provided for above, the Director Options do not confer any right upon the optionholder to a change in the exercise price of each Director Option or a change in the number of Shares over which each Director Option can be exercised.

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Schedule 3 – Terms and Conditions of Employee Options – Martin Bouwmeester (or nominee)

• (a) Each Employee Option gives the optionholder the right to subscribe for one ordinary share (Share) in the capital of Orion Gold NL (Company) upon exercise of the Employee Options in accordance with the terms and conditions of the Employee Options.

• (b) The Employee Options vest as follows:

• i. subject to paragraph (ii), 1,000,000 of the Employee Options will vest on 30 September 2013, 1,000,000 of the Employee Options will vest on 31 March 2014 and 1,000,000 of the Employee Options will vest on 31 March 2015; and

• ii. notwithstanding paragraph (i), 100% of the Employee Options will vest immediately upon:

  • (A) the Board of the Company making a recommendation to shareholders to accept a takeover bid for all of the issued Shares of the Company;

  • (B) the despatch of a notice of general meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act; or

  • (C) the date upon which a person or a group of associated persons becomes entitled subsequent to the date of grant of the Employee Options, to sufficient Shares to give it or them the ability, in general meeting, to replace all or a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

(c) The Employee Options will expire at 5.00pm on 30 April 2018 (Expiry Date). Any Employee Options not exercised will automatically expire at this time.

(d) The amount payable upon exercise of each Employee Option will be as shown in the table below (Exercise Price).

Number of options	Exercise price	Vest
1,000,000	$0.15	30 September 2013
1,000,000	$0.25	31 March 2014
1,000,000	$0.35	31 March 2015

(e) The Employee Options held by the optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

(f) Subject to paragraph (e), the optionholder may exercise their Employee Options by lodging with the Company, before the Expiry Date:

• i. a written notice of exercise of Employee Options specifying the number of Employee Options being exercised; and

• ii. a cheque or electronic funds transfer for the Exercise Price for the number of Employee Options being exercised,

(Exercise Notice).

(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 Business Days of receipt of an effective Exercise Notice accompanied by the Exercise Price, the Company will issue the number of Shares required under these terms and conditions in respect of the number of Employee Options specified in the Exercise Notice.

• (i) The Employee Options are not transferable until such time as the Employee Options have vested in accordance with paragraph (b) above.

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• (j) All Shares issued upon the exercise of Employee Options will from the date of issue rank pari passu in all respects with other Shares.

• (k) The Company will not apply for quotation of the Employee Options on ASX. However, the Company will apply for quotation of all Shares issued pursuant to the exercise of Employee Options on ASX within 10 Business Days after the date of issue of those Shares.

• (l) Subject to paragraphs (n) and (p), the optionholder will not be entitled to participate in new issues of capital offered to holders of Shares in the Company prior to the exercise of the Employee Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give the optionholder the opportunity to exercise their Employee Options prior to the date for determining entitlements to participate in any such issue.

• (m) The optionholder will not have any right to attend and vote at general meetings.

• (n) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of capital) of the Company, the Employee Options shall be treated in a manner consistent with the Corporations Act and the ASX Listing Rules as in force as at the date of any such reconstruction.

• (o) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of grant of the Employee Options, the exercise price of the Employee Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

• (p) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of grant of the Employee Options, the number of securities over which an Employee Option is exercisable may be increased by the number of securities which the optionholder would have received if the Employee Option had been exercised before the record date for the bonus issue in accordance with ASX Listing Rule 6.22.3.

(q) Other than as provided for above, the Employee Options do not confer any right upon the optionholder to a change in the exercise price of each Employee Option or a change in the number of Shares over which each Employee Option can be exercised.

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PROXY FORM

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.

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ORION GOLD NL

REGISTERED OFFICE: SUITE 302 LEVEL 3 488 BOURKE STREET MELBOURNE VIC 3000

ABN: 76 098 939 274

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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 13 June 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

1. Issue of shares and options to Kamax vendors (or their nominees)

1. Grant of Options to Mr Errol Smart (or his nominee)

3. Issue of shares to Mr Errol Smart (or his nominee)

1. Grant of Options to Mr Denis Waddell (or his nominee)

5. Grant of Employee Options to Mr Martin Bouwmeester (or his nominee)

For Against Abstain*

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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. The Chairman of the meeting intends to vote all available proxies in favour of each Agenda Item.

Chairman 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 2 - 5

(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.

If you wish to appoint the Chairperson as your proxy 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 Chairperson may exercise your proxy even if he has an interest in the outcome of Agenda Item 4 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 Agenda Item 4 and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

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

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Reference Number:

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1784117908

ORN

1

1

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

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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 11 June 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.

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