incentivising mr langusch and the oip board

This is Mr Lincoln Augustus, first second cousin of Holymagiman

Poor day for fishing, did not catch any fish but saw some hungry sharks swimming rather close by. And as there was nothing much to do while waiting for the fish, my mind drifted to thoughts of all the lovely people who are MDs of Australian companies.

And then I thought of Mr Russell and what he hoped to do for Orion, and I believe that he conducted himself really well at that General Meeting, defending the right of Orion shareholders and fighting very hard and eloquently to ensure that their share prices would be enhanced. I believe that he is a man of great integrity and conducted the meeting with great openness and frankness, letting everyone ask their questions and answering each and every question in great detail and clarity, so that nobody left that meeting with any doubts of his true sentiments. That is what I heard.


He has put much thought and much effort in such a short time into trying to steer Orion in the path of fame and fortune, together with his companion Board Member Mr Dennis Morton, and for that he must be rewarded handsomely, even though he has only been in the company since 9th October 2009.

So we see that he has been awarded 5,000,000 shares at 13 cents by Orion, and that is good because in all the time he was at GGX, we are of the understanding that that great company did not give him one share or even one option

But hang on a second. These Orion shares at 13 cents are out of the money shares......


Now how good is that, we ask you? Good Mr Russell is being offered shares at 13 cents when he can go out into the market place and pick up the very same 5,000,000 shares at less than 8.5 cents each.

But I guess that he will probably buy the shares from the company at 13 cents, because that is a very good thing to do, and shows confidence and participation in the company. And Orion is lending him the money to buy the shares at 13 cents each, with no interest obligations and no risk attached.


We are a bit confused why the company would not lend him the money on the same terms to buy his shares on-market. Now if he took his $650,000 loan from Orion and went out to buy Orion shares in the market place, he would make a lot of people very very happy, including us.

Firstly he would be getting more bangs for his bucks, so to speak, because at 8.5 cents, he would be able to buy 7,647,059 shares, which is a heap more shares than 5,000,000 shares. Now that should make him very very happy, especially as Orion is expected to shoot upwards under his steady hand and selfless leadership.

Secondly, those ungrateful shareholders who do not appreciate all the good things that Russell and David have planned for Orion could finally sell their shares because there would finally be a buyer in the market, and they would be very happy.

So everyone who wants to sell their shares gets the chance to sell at 8.5 cents to good Mr Russell, and Mr Russell gets those shares cheaper than he would get them from Orion, and when he finally gets the Orion shares to start climbing, hopefully like maybe Fortesque has done, he will make a lot of money and hard luck then to all the disbelievers who sold out to him. So everyone will be very happy then.

Thirdly, the Orion share register would not get diluted by a further 5,000,00 shares being issued if he buys his Orion shares on market at 8.5 cents, so all the remaining shareholders would be very happy.

And when Orion has reached a share price of $1.00, which we hope will happen very quickly under the splendid guidance of the present impeccable Orion Board, then Orion can do a share placement of the 5,000,000 shares it intends to do at 13 cents now now, and get $5,000,000 in the kitty instead of getting a paltry $650,000 now.

Or perhaps Orion could wait till the price reached $2.00 a share, in which case the share placement of 5,000,000 shares will bring the company $10,000,000, less a few dollars for brokerage fees of course.


And if Mr Russell buys those shares in the market place now, and when Orion reaches $1.00 very quickly under his dynamic leadership, who will dare complain at his good fortune in owning those 7,647,059 shares. And at that time he could sell 650,000 Orion shares at $1.00 each and repay his debt to Orion and then he will have $6,997,059 left for himself, and that would be very very good because we consider that he is a very very good managing Director who will always be thinking of the well being of the Orion share-holders, and we feel that Orion would have been extremely hard-pressed to have got anyone better mix of Board Members than what it has now.

But if Orion issues Mr Russell the shares, it would cost him $650,000 of his own money to buy these shares, and that is a lot of money.

So we see that Orion has kindly decided to lend Mr Russell the $650,000 interest free and risk free, and the $650,000 will be secured by these very same 5,000,000 Orion shares and that is very good because if Mr Russell buys those shares at 13 cents (when he can so easily buy them on market for 8,5 cent), we do not want to see him suffering any financial losses in his Orion shareholding if the price of Orion shares drops because for whatever unthinkable reason Orion runs out of money in spite of all the excellent work that the present Board will be doing for the company.

So, to refresh you, the terms of the loan, as set out in page 16 of the Notice of meeting that was posted on 4th Jan 2010 states the following:

The directors of Orion, excluding Mr Russell Langusch, have determined to issue subject to the passing of Resolution 2, 5,000,000 Orion Shares as Incentive Shares, at 13 cents per Orion Share to Orions Managing Director, Mr Russell Langusch.
The terms on which the Incentive Shares are to be issued to Mr Langusch are summarised as follows:
The Company will make an INTEREST FREE loan to Mr Russell Langusch for a term of five years for the sum of $650,000 to enable him to acquire the Incentive Shares.
The Company will hold a lien over the Incentive Shares to secure repayment of the Loan and until the Loan is repaid, the Incentive Shares will be subject to a trading lock;
The Loan will become immediately due if Mr Russell Langusch ceases to be an employee, officer or
consultant of Orion.
The Incentive Shares will be sold under the lien if the Loan is not repaid when due or if the following
conditions are not satisfied within 18 months of the date of issue of the Incentive Shares:
o Any of the Companys current exploration licences or those acquired over the next 18 months
cease to be in good standing with the relevant granting authorities. In this context, good
standing is defined as involuntary forfeiture of any licence during this period;
o Orion ceases to have sufficient available funding to meet all planned exploration activity in the
Companys licensed areas. Planned activity means the currently-planned exploration program
which may be subject to amendment from time to time due to operational, technical and other
factors;
If the Incentive Shares sold by the Company pursuant to the lien, any surplus on sale will be retained by the Company and ANY SHORTFALL ON SALE WILL BE BORNE BY THE COMPANY. IN THE EVENT OF A SHORTFALL ON SALE, THE COMPANY WILL HAVE NO RECOURSE FOR THE BALANCE TO MR RUSSELL LANGUSCH
The terms of the issue of the Incentive Shares will otherwise be the same as under the Companys
Employee Incentive Plan, which was approved by the Company in General Meeting on 23 July 2007.
Other information in connection with proposed issue of the Incentive Shares to Mr Russell Langusch is as follows: -
The Incentive Shares WILL BE ISSUED to Mr Russell Langusch or his nominee NOT MORE THAN ONE MONTH after the date of this Meeting.
As Orion will be funding the acquisition of the Incentive Shares by way of loan to Mr Russell Langusch,there will be no net funds raised by the Company as a result of the Incentive Shares being issued.
Shareholder approval is sought for the issue of the Incentive Shares to Mr Russell Langusch as Listing Rule 10.11 requires that the issue of any shares by the Company to a director requires shareholder approval. If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1 with the result that the shares issued to Mr Russell Langusch are not taken into account in determining whether the Company has capacity under Listing Rule 7.1 to issue shares that is, whether it has issued more than 15% of its ordinary security during the 12 month period following the issue of the Incentive Shares to Mr Russell Langusch.
Mr Dennis Morton and Mr Ashley Edgar recommend that Orion shareholders vote in favour of Resolution 2, as they consider that the issue of the Incentive Shares to Mr Russell Langusch will further align Mr Languschs interests with those of the Orion shareholders, and FURTHER INCENTIVISE him.


I am so glad that Mr Dennis Morton and Mr Ashley Edgar want to incentivise Mr Russell Langusch. The family would also dearly love to incentivise Mr Russell Langusch to the very best of our ability for his splendid track record as MD of Orion, and we are of the opinion that there are Orion shareholders out there who would even stand in the rain and the storm and the hail in a patient orderly queue so that they too may get great pleasure and joy in congratulating him for his governance of Orion and maybe have a chance to further offer him their personal incentivising in as many ways as is possible within their means as reward for what he has done to the company so far.

And I am sure that there are many many shareholders, and this is our thoughts only, who would also dearly love to incentivise the whole Orion Board for all the good work that they have been seen to be doing for the small shareholders of Orion, and we in the family hope that the Board of Orion call a special General Meeting so that all these splendid Board Members can stand up and be fully incentivised by their grateful shareholders.

Subject to ASX Regulations and limitations, of course..


Anyway, the family hopes that Mr Russell has taken up those shares at 13 cents (interest free and risk free) by now because he has been given only a month from that last meeting to get incentivised.

And, as a passing thought, and because we have great faith in the direction he is going to lead Orion, we are very happy to bask in the realisation that those 5,000,000 shares that he will be buying will immediately give him the power of 5,000,000 votes that can be cast in any subsequent meeting, and that is very good because Mr Russell has shown himself to be a man of complete integrity and openness and we feel that his 5,000,000 votes will always be cast in a fair and favourable manner to achieve the best benefit for the shareholders of Orion in any dispute.

So now I have to go off for dinner where we will no doubt be discussing the many possible ways that we can think of by which shareholders in Orion can fully incentivise Mr Russell and all the other Orion Board members for their efforts towards Orion so far.

Blessing of the Lord
MLA