For personal use only

ORION METALS LIMITED

ACN 096 142 737

DIRECTORS' REPORT

AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2022

ORION METALS LIMITED

ACN 096 142 737

DIRECTORS' REPORT

Your Directors present their report on the consolidated entity consisting of Orion Metals Limited (the Company) and

only

its controlled entities at the end of, or during the year ended, 28 February 2022.

1.

THE DIRECTORS

The following persons were directors of the Company during the financial year and up to the date of this report:

Dr Yi Yang

Non-Executive Chairman

use

Appointed 22 July 2016

PhD in Philosophy

Qualifications

Experience

Dr Yi Yang was previously a government officer in the Central China Government

and is now a director of numerous enterprises in China. He has many years'

experience as a fund manager who managed up to RMB1 billion and AUD200

million. Dr Yang was the founder and Executive Chairman of Beijing Wayield

Investment Co. Ltd in 2004 that has financially backed Excellence Holdings HK

Limited in which he has a 50% interest and is a director. Wayield Investment is a

personal

registered financial institution by the Asset Management Association of China.

Special responsibilities

Chairman

Interest in Shares and

400,000,000 shares held by Excellence Holdings HK Limited

Options

Directorships held in other

None

listed entities

Dr Feng Wu

Executive Director (Compliance)

Appointed 22 July 2016

Qualifications

PhD in Law

Experience

Dr Feng Wu was previously a Prosecutor of the Supreme People's Procuratorate

of China. He founded a successful law practice in China in 2000 and provides

services for state owned enterprises and large businesses. He is a director of

several other companies in China and is also Executive Chairman of Beijing

Electronics Technology Ruida Co., which is a subsidiary of China Electronics

For

Corporation, the largest Chinese state owned IT enterprise and a global top 500

IT company. Dr Wu also has a 50% interest in Excellence Holdings and is a

director.

Special responsibilities

Compliance

Interest in Shares and

400,000,000 shares held by Excellence Holdings HK Limited

Options

Directorships held in other

None

listed entities

1

ORION METALS LIMITED

ACN 096 142 737

only

DIRECTORS' REPORT

THE DIRECTORS (Cont'd)

1.

Mr Yu Zhou

Non-Executive Director

Appointed 11 March 2021

Qualifications

Bachelor of Economics (International Banking & Finance) Tianjin University of

Finance & Economics

Experience

Mr Yu Zhou was appointed as a Non-Executive Director to replace Mr Bo Wang as

use

the second Australian resident director. After completing his degree Mr Zhou worked

for a number of securities and investments companies, initially in China - including

Beijing Wayield Investment Co. Ltd (2006-2015) - then in Australia - including

Australia Cayenne Holdings Pty Ltd (2015-2019) - after moving to Sydney. Over the

last couple of years he has acted as a consultant to the Company, particularly

assisting with efforts to find JV partners or dispose of Orion's minerals leases,

investigate potential new assets, and source new capital and other funding for the

Company.

Special

personal

None

responsibilities

Interest in Shares and

None

Options

Directorships held in

other listed entities

None

Mr Bin Cai

Executive Director

Appointed 25 July 2012 (and previously Director 30 April 2012 ~ 31 May 2012)

Qualifications

Master of Finance & IS

Experience

Mr Cai is the Managing Director of Conglin International Investment Group Pty Ltd

based in Brisbane. He has a record of successful strategic investments in emerging

Australian resources companies based on his long experience in resources

investment. Prior to joining the Conglin Group Mr. Cai had eight years' experience

with The China Investment Bank.

Special

Forresponsibilities Interest in Shares and Options

Directorships held in other listed entities

Chief Financial Officer

6,250 shares held by Australia Cayenne Holdings Pty Ltd.

Director of Carpentaria Resources Limited (previously Carpentaria Exploration Limited), 15 May 2011 ~ 16 May 2018

Director of Northern Minerals Limited, appointed 29 August 2013 ~ continuing

2

ORION METALS LIMITED

ACN 096 142 737

only

DIRECTORS' REPORT

THE DIRECTORS (Cont'd)

1.

Mr Bo Wang

Non-Executive Director

Appointed 22 July 2016; resigned 11 March 2021

Qualifications

B.Com. (Accounting) University of Canberra

M. Management University of NSW

Experience

Mr Bo Wang has held several positions in Australian and Chinese companies and

is currently Executive Chairman of Boran (Tianjin) Financial Leasing Pty Ltd. He is

studying for a Doctor of Psychology at Peking University.

Special

None

responsibilities

useInterest in Shares and

None

Options

personal

Directorships held in

other listed entities

None

Company Secretary

Bill Lyne

Appointed 19 January 2010

Qualifications

BCom, CA, FGIA, FAICD, FFIN

Experience

Mr Lyne is the principal of Australian Company Secretary Service, providing

company secretarial, compliance and governance services to public companies. He is secretary of another listed company and has a wealth of experience in corporate governance principles and practice.

Directorships held in

Director of Jumbo Interactive Limited appointed 30 October 2009 ~ 31 March 2021

other listed entities

2. PRINCIPAL ACTIVITIES OF THE CONSOLIDATED ENTITY

ForThe principal activity of the consolidated entity was the exploration for Rare Earth Elements (REE), including Heavy

Rare Earth Elements (HREE), and gold. However, in December 2021 the remaining mining tenement interests were sold and the Company is currently in negotiations to acquire new assets. The significant changes in the nature of the principal activities during the year are noted in other sections of this report.

3. OPERATING RESULTS

The net result of operations of the consolidated entity for the year ended 28 February 2022 was a loss of $274,916

(2021 - loss of $224,574) which included:

  • exploration and evaluation expenses $57,181 (2021: $52,951),
  • personnel expenses of $478,126 (2021: $340,346).

Exploration expenditure during the year focussed on the Top Camp Project and totalled $57,181 (2021: $52,951). All exploration expenditure incurred during the year was expensed.

3

ORION METALS LIMITED

ACN 096 142 737

DIRECTORS' REPORT

For personal use only

The consolidated entity's strategy for future years remains under review following the Directors' previous assessment of the entity's portfolio of assets and sale of the remaining tenements in December 2021.

4. DIVIDENDS

The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend since 28 February 2022 and to the date of this report.

5. REVIEW OF ACTIVITIES AND BUSINESS STRATEGIES

During the year 2021~2022 the consolidated entity continued to conserve funds through further reductions in costs and exploration activities, and the rationalisation of its tenements, culminating in the sale of its remaining project (Top Camp) as detailed below.

On 11 March 2021 Mr Bo Wang, who had been an independent Non-Executive Director since July 2016, resigned due to other commitments and pursue other activities and Mr Yu Zhou was appointed as his replacement.

The Company's Annual General Meeting was held on 14 July 2021 at which all resolutions were passed on a poll with the overwhelming support of shareholders. The resolutions included confirmation of Yu Zhou's appointment and approval for sale of the Top Camp Project on the understanding that this was the Company's sole remaining asset.

Also, during the year the Company's Registered Office and Principal Place of Business were relocated from Calamvale to Fig Tree Pocket in suburban Brisbane, and the Company's telephone number was changed.

The Company's on-going funding requirements were met from the sale proceeds received for the Tanami West (late in FY21) and Top Camp Projects. In addition, they have been further supplemented by loans from major shareholder Excellence Holdings HK Limited (a related entity of Directors Yi Yang and Feng Wu), which at reporting date aggregated $125,000, and loans from shareholder Australia Cayenne Holdings Pty Ltd (a related entity of Director Bin Cai), which at reporting date aggregated $150,000. These loans are at zero interest rate, unsecured and for no fixed term.

Project activities are summarised as follows:

Top Camp Project

Top Camp was the Company's remaining Project which is prospective in view of the untested historic alluvial gold fields, and high quality primary Iron Oxide-Copper-Gold (IOCG) targets, located on mining leases within the world class base metal province of Cloncurry, Queensland.

Funding issues severely constrained Orion's capacity to develop this Project, both in terms of exploration and mining. Despite the funding challenges, the Company continued to ensure all statutory approvals were in place to facilitate development of the Top Camp alluvial gold bulk sampling project.

During the year the Directors decided that it was in the best interests of the Company to dispose of the Top Camp Project and Orion entered into a Sale of Tenements Agreement with Mayfair Corporations Group Pty Ltd on 13 July 2021 in respect of the sale and purchase of the 4 mining leases comprising the Top Camp Project for $500,000 purchase price. The sale was completed on 15 December 2021.

4

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Orion Metals Limited published this content on 26 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2022 08:24:23 UTC.