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Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Orion Gold NL

ABN

76 098 939 274

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

Fully paid ordinary shares.

1 +Class of +securities issued or to be issued

2	Number of +securities issued or to	1. 25,000,000.
be issued (if known) or maximum number which may be issued	2. 5,555,555.

Fully paid ordinary shares.

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

+securities, the amount outstanding and due dates for payment; if

+convertible securities, the conversion price and dates for conversion)

Shares rank equally with all other fully paid ordinary shares on issue.

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted

+securities?

If the additional +securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5	Issue price or consideration	1.	2.0 cents per share.
2.	1.8 cents per share.

1. 25,000,000 fully paid ordinary shares issued at an issue price of 2.0 cents per share to Mr Denis Waddell (or nominee) as approved by shareholders at the Company's Annual General Meeting on 30 November 2016.

2. 5,555,555 fully paid ordinary shares issued at an issue price of 1.8 cents per share to Directors of the Company (or nominees) as approved by shareholders at the Company's General Meeting on 14 December 2016.

The funds will be used to fund the Company's exploration activities and for general working capital purposes.

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

No.

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

Not applicable.

6b The date the security holder resolution under rule 7.1A was passed

Not applicable.

6c Number of +securities issued without security holder approval under rule 7.1

Not applicable.

6d Number of +securities issued with security holder approval under rule 7.1A

Not applicable.

6eNumber of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable.

6f Number of +securities issued under an exception in rule 7.2

Not applicable.

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values. Include the source of the VWAP calculation.

Not applicable.

6hIf +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Rule 7.1 - 94,909,569

Rule 7.1A - Not applicable.

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

30 December 2016

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number	+Class
643,932,310	Fully paid ordinary shares

8 Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
18,333,333	Unlisted options exercisable at $0.02
expiring 30 November 2020.
18,333,333	Unlisted options exercisable at
$0.035 expiring 30 November 2020.
18,333,334	Unlisted options exercisable at $0.05
expiring 30 November 2020.
9,000,000	Unlisted options exercisable at
$0.147849 expiring 31 May 2018.
9,000,000	Unlisted options exercisable at
$0.247849 expiring 31 May 2018.
9,000,000	Unlisted options exercisable at $0.347849 expiring 31 May 2018.
1,000,000	Unlisted options exercisable at
$0.147849 expiring 30 April 2018.
1,000,000	Unlisted options exercisable at
$0.247849 expiring 30 April 2018.
1,000,000	Unlisted options exercisable at
$0.347849 expiring 30 April 2018.
250,000	Unlisted options exercisable at $0.045
expiring 30 November 2019.
250,000	Unlisted options exercisable at $0.06
expiring 30 November 2019.
58,775	Contributing Shares ($0.04 paid with
	$3.96 to pay).

1. Number and +class of all

   +securities not quoted on ASX (including the +securities in section 2 if applicable)

   Not applicable.

2. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

Questions 11 to 33 Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one)

(a) +Securities described in Part 1

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee

incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

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