Orion Resource Partners (USA), LP: investment adviser

and is regulated by the Australian Securities and Investment Commission. Orion Resource Partners (UK) LLP (“ORP UK”), a related person to ORP USA, is an exempt reporting adviser in the U.S. and is regulated by the UK Financial Conduct Authority. Orion Resource Partners (ME) Limited (“ORP ME”), a related person to ORP USA, is regulated by the Financial Services Regulatory Authority of Abu Dhabi. ORP USA has fourteen relying advisers (“Relying Advisers”): Orion Mine Finance Management LP; Orion Mine Finance GP I Limited; Orion Mine Finance GP I-A Limited; Orion Mine Finance Management I Limited; Orion Mine Finance Management I-A Limited; Orion Mine Finance GP II Limited; Orion Mine Finance GP III LP; Orion Mine Finance Management III LLC; Orion Mine Finance GP IV LP; OIV GP I LLC; Orion Industrial Ventures LLC; OMR GP LP,OMRM LLC and Orion CMC GP I LLC. ORP USA and each of its relying advisers operate as one functional advisory business. Their roles are discussed below, in Item 10 and elsewhere in this Brochure. All are registered with the SEC as investment advisers under the Advisers Act by the single Form ADV. Orion is operated as a single advisory business sharing supervision, compliance and other operations among all of the adviser entities. As used in this Brochure, “ORP USA” refers to Orion Resource Partners (USA) L.P. and “Orion”, “our”, “us” or “we” refers to ORP USA and all of its relying advisers. We provide investment advice in and to the following private funds, co-investment vehicles and joint ventures related to these structures. These funds are Orion’s clients and not investors in the funds:

“Mine I”: this master feeder structure is comprised of two feeder funds, Orion Mine Finance (Bermuda) Fund I LP, a Bermuda exempted limited partnership (“Mine I Bermuda Feeder”), Orion Mine Finance (Delaware) Fund I LP, a Delaware limited partnership (“Mine I Delaware Feeder”), together with the master fund, Orion Mine Finance (Master) Fund I LP, a Bermuda exempted limited partnership (“Mine I Master Fund”) (together, "Mine I" ). Orion Mine Finance GP I Limited (“GP I”), a relying adviser, is the general partner of Mine I. Orion Mine Finance Management I Limited (“OMFM I”), a relying adviser, is the investment manager of this Fund. ORP USA, ORP UK and ORP (Aus) provide investment advice as sub-advisors to OMFM I. Mine I will seek to combine mine financing investments in debt, private and public equity, streams, royalties and offtakes, with the provision of offtake services through its global network. Mine I primarily targets companies in the mining industry that (i) produce metals or other minerals with which OMFM I has expertise or for which it can establish sufficient expertise with due diligence, (ii) have established reputable management teams, and (iii) are in need of commercial assistance.

“Mine I-A”: this master feeder structure is comprised of two feeder funds, Orion Mine Finance (Delaware) Fund I-A LP (the “Mine I-A Delaware Feeder”) and Orion Mine Finance (Bermuda) Fund IA LP (the “Mine I-A Bermuda Feeder”) together with the master fund, Orion Mine Finance (Master) Fund I-A LP (the “Mine I-A Master Fund”). Orion Mine Finance GP I-A Limited (“GP I-A” and together

with GP I, the “General Partners”) is the general partner of Mine I-A and a relying adviser. Orion Mine Finance Management I-A Limited (“OMFM I-A” and together with OMFM I, the “Investment Managers”) is the investment manager of Mine I-A and a relying adviser. ORP USA, ORP UK and ORP (Aus) provide investment advice as sub-advisors to OMFM I-A. Mine I-A will follow Mine I’s investment strategy and co-invests with Mine I in all new investments made by Mine I since the initial closing of Mine I-A.

“Mine II”: this is a master feeder structure that is comprised of two feeder funds, Orion Mine Finance (Bermuda) Fund II LP (“Mine II Bermuda Feeder”), a Bermuda exempt limited partnership and Orion Mine Finance (Delaware) Fund II LP (“Mine II Delaware Feeder”), a Delaware limited partnership together with the master fund, Orion Mine Finance Fund II LP (the “Mine II Master Fund”). Mine II is being established as a successor fund to Mine I and Mine I-A (the “Predecessor Funds”). Orion Mine Finance GP II Limited (“GP II”) is the general partner of Mine II and a relying adviser. Orion Mine Finance Management LP (“OMFM”) is the investment manager of Mine II and a relying adviser. ORP USA, ORP UK and ORP (Aus) provide investment advice as sub-advisers to OMFM. Mine II will continue the strategy of the Predecessor Funds of making structured investments in the metals and mining industry. Mine II will seek to combine mine financing investments in debt, private and public equity, streams, royalties and offtakes, with the provision of offtake services through its global network. Mine II primarily targets companies in the mining industry that (i) produce metals or other minerals with which OMFM has expertise or for which it can establish sufficient expertise with due diligence, (ii) have established reputable management teams, and (iii) are in need of commercial assistance.

“Mine III”: this is a master feeder structure that is comprised of two feeder funds, Orion Mine Finance (Offshore) Fund III LP (“Mine III Offshore Feeder”), a Cayman exempt limited partnership and Orion Mine Finance (Onshore) Fund III LP (“Mine II Onshore Feeder”), a Cayman Islands exempt limited partnership together with the master fund, Orion Mine Finance Fund III LP (the “Mine III Master Fund”). Mine III is being established as a successor fund to Mine I, Mine I-A and Mine II (the “Predecessor Funds”). Orion Mine Finance GP III Limited (“GP III” and together with GP I, GP I-A, and GP II the “General Partners”) is the general partner of Mine III and a relying adviser. Orion Mine Finance Management III LLC (“OMFM III” and together with OMFM I, OMFM I-A, and OMFM the “Investment Managers”) is the investment manager of Mine III and a relying adviser. ORP USA, ORP UK and ORP (Aus) will provide investment advice as sub-advisers to OMFM. Mine III will continue the strategy of the Predecessor Funds of making structured investments in the metals and mining industry. Mine III will seek to combine mine financing investments in debt, private and public equity, streams, royalties and offtakes, with the provision of offtake services through its global network. Mine III primarily targets companies in the mining industry that (i) produce metals or other minerals with which OMFM III has expertise or for which it can establish sufficient expertise with due diligence, (ii) have established reputable management teams, and (iii) are in need of commercial assistance.

“Mine IV”: this is a master feeder structure that is comprised of two feeder funds, Orion Mine Finance (Onshore) Fund IV LP (“Mine IV Onshore Feeder”), a Cayman Islands exempt limited partnership and Orion Mine Finance (Offshore) Fund IV LP (“Mine IV Offshore Feeder”), a Cayman Islands exempt limited partnership together with the master fund, Orion Mine Finance Fund IV LP (the “Mine IV Master Fund”). Mine IV is being established as a successor fund to Mine I and Mine IA, Mine II and Mine III (the “Predecessor Funds”). Orion Mine Finance GP IV Limited (“GP IV”) is the general partner of Mine IV and a relying adviser. OMFM is the investment manager of Mine IV and a

relying adviser. ORP USA, ORP UK and ORP (Aus) provide investment advice as sub-advisers to OMFM IV. Mine IV will continue the strategy of the Predecessor Funds of making structured investments in the metals and mining industry. Mine IV will seek to combine mine financing investments in debt, private and public equity, streams, royalties and offtakes, with the provision of offtake services through its global network. Mine IV primarily targets companies in the mining industry that (i) produce metals or other minerals with which OMFM has expertise or for which it can establish sufficient expertise with due diligence, (ii) have established reputable management teams, and (iii) are in need of commercial assistance.

“CMC”: Orion CMC USA LP (“CMC”) is an investment vehicle formed as a public-private partnership with the U.S. International Development Finance Corporation (DFC), to pursue critical minerals investments aligned with national and economic security objectives. As a general matter, CMC investments are made as co-investments with Mine IV subject to the specific criteria and limitations set forth in the CMC documentation. OMFM is the non-discretionary investment manager of CMC. Orion CMC GP I LLC (“CMC GP”) is the general partner of CMC. DFC has the ability to invest on a deal by deal basis at its sole discretion. Orion may seek to enter into similar agreements in the future with other strategic sovereign partners.

“Co-Investment Vehicles”: the co-investment vehicles are pooled investment vehicles (the “CoInvestment Vehicles”) that we manage and are formed to facilitate investments by Mine I, Mine I-A, Mine II, Mine III, Mine IV, OMRF and other co-investors. Co-investors include investors of these funds and may include other third-party investors. Generally, Mine I, Mine I-A, Mine II, Mine III, Mine IV and OMRF along with other co-investors (including investors in these funds and a third party co-investor) invest in the Co-Investment Vehicles to make an investment that we determine would be too large for the Funds’ to make on a stand-alone basis.

“OMRF”: this product is comprised of one fund, Orion Mineral Royalty Fund I LP, a Delaware series limited partnership. OMR GP LP (“OMR GP”), a relying adviser, is the general partner of OMRF. OMRM LLC (“OMR”), a relying adviser, is the investment manager of this Fund and seeks to invest in a portfolio of long-lived mineral royalties sold by companies to finance their operations. The mineral royalties are attempting to provide long-term cash flows to investors. OMRF will seek to invest in a portfolio of privately-negotiated royalty investments targeting consistent annual cash-oncash yields over a minimum of twenty-five years. It will seek to generate returns through royalties on: (i) long-lived, low-cost assets, (ii) near or in production, and (iii) in established jurisdictions. OMR Co-Fund I LP was formed to facilitate co-investment relating to OMRF.

“OIV”: this product is comprised of one fund, Orion Industrial Ventures Fund I LP, a Delaware limited partnership. OIV GP LP (“OIV GP”), a relying adviser, is the general partner of OIV. Orion Industrial Ventures LLC (“OIV LLC”), a relying adviser, is the investment manager of this Fund. ORP USA, ORP UK and ORP (Aus) will provide investment advice as sub-advisers to OIV. The primary investment objective of the OIV is to achieve long-term capital appreciation through investments in early and growth-stage companies that are engaged in technology-based businesses with the potential to contribute to the decarbonized, economic supply of those minerals, materials, energy inputs, and process solutions critical for a sustainable industrial future. OIV will seek to accelerate and de-risk the companies populating its portfolio by accessing Orion’s know-how, global asset base acting as end-customers, and potential project-financing. Such businesses will operate in a range of sectors, including but not limited to, metals and mining, industrial materials (e.g., steel, cement), chemicals, fertilizers, energy generation (e.g., nuclear, geothermal, solar, wind), long-duration energy storage,

hydrogen, carbon capture, storage, and utilization, maritime and freight and other adjacent industries. OIV will generally purchase equity and equity-related securities but may also purchase debt securities (including convertible debt), and other instruments at its discretion. Mine I, Mine I-A, Mine II, Mine III, Mine IV, OIV, the Co-Investment Vehicles, CMC and OMRF are collectively called the “Funds”. The Funds are each offered on a private placement basis (in the United States pursuant to Regulation D under the Securities Act of 1933, as amended), and are exempt from being investment companies under the Investment Company Act of 1940, as amended (“1940 Act”) pursuant to Section 3(c)(7) of that act. Orion provides discretionary advisory services to the Funds pursuant to investment management, managed account or sub-advisory agreements. Orion has responsibility for management, operations and investment decisions made on behalf of the Funds (other than with respect to CMC, which it acts for on a non-discretionary basis.) Orion will conduct research, evaluate investment proposals and the investments to be acquired, assist in transactions, manage risk and monitor operations and performance. We advise specifically on a portfolio of investments in precious and base metals or other minerals/materials, and mineral related projects including, but not limited to, investments in one or more of the following: loans, private and public equity, exchange traded and/or OTC options, futures, forwards, swaps, royalties/ streams, offtakes and debt. The Funds may also engage in physical metals trading to hedge investments or enhance returns. Mine I, Mine I-A, Mine II, Mine III, Mine IV, OIV and OMRF have Investment Committees that meet regularly to consider transactions proposed by portfolio managers. Presentations to the Investment Committee include due diligence and research materials. When a decision is taken, advice is given to the Investment Managers in the above funds to effect the proposed investment. Mine I-A co-invests with Mine I, pro rata based on a fixed ratio of unfunded commitments, in all new portfolio investments (each, a “Co-Investment”) made by Mine I since Mine I-A’s Initial Closing on March 31, 2014. CMC is a nondiscretionary co-investment vehicle structured solely for the DFC. CMC seeks to invest in a sub-set of Mine IV investment opportunities, focusing on certain critical metals and minerals in certain eligible emerging market locations. The goal of CMC is to strengthen ties and secure supply chains of critical minerals essential to US economic growth and innovation. DFC must approve each investment made by CMC. For those portions of transactions that are not allocated completely to Mine I, Mine I-A, Mine II, Mine III, Mine IV, OIV, CMC, Orion ME JV or OMRF, co-investment vehicles may be formed, which will be managed by us and may be held by existing investors of Mine I, Mine I-A, Mine II, Mine III, Mine IV, OIV, OMRF and/or third party investors. Orion Mine Finance Co-Fund II LP was formed specifically to coinvest alongside Mine II. Orion Mine Finance Co-Fund III was formed specifically to co-invest alongside Mine III. OMR Co-Fund I LP was formed to co-invest alongside OMRF. Orion Mine Finance Co-Fund IV LP was formed specifically to co-invest alongside Mine IV. Orion is obligated to offer certain potential investments to CMC based on its investment terms. Consequently, CMC will most likely invest alongside

Mine IV in a sub-set of Mine IV investment opportunities. CMC may also invest in opportunities that are not suitable for Mine IV.

Mine I management fees are equal to an annual rate of 2%. Mine I-A management fees are equal to an annual rate of 2%. Investors in Mine I that invest in Mine I-A do not pay Mine I-A management fees. Mine II, Mine III and Mine IV management fees are equal to an annual rate up to 1.75%. OIV management fees are equal to an annual rate of 2.00%. Certain investors in each fund may pay a lower rate based on the timing of their investment (early investors), size of the investment or other considerations. Orion may waive or reduce fees for individual investors in the Funds at its sole discretion. Each General Partner of Mine I, Mine I-A, Mine II, Mine III, Mine IV and OIV receives an incentive allocation equal to 20% of the net profits of such fund after a “preferred” return is realized. OMR will charge a management fee equal to 1.00% per annum of funded commitments in OMRF, paid quarterly in advance, to any investor that is not also an investor in Mine III. OMRF will also pay OMR a Monitoring Fee equal to $200,000 per annum paid in advance. The Monitoring Fee is in place to compensate OMR for certain middle and back office services (e.g. accounting and operations) provided to OMRF with respect to the ongoing oversight and maintenance of the portfolio investments of OMRF. This Monitoring Fee is not subject to any management fee offset. The general partner of OMRF receives an incentive allocation equal to 15% of the current proceeds of the fund generated from its royalty investments, after the investor receives a preferred return and 20% of any proceeds resulting from a disposition of an investment after the investor receives a preferred return. Orion will receive a quarterly management fee from CMC as detailed in the investment management agreement. Management fees are initially based on capital commitments and then based on net invested capital subsequent to the investment period. Orion CMC GP I LLC, the general partner of CMC, will receive an incentive allocation equal to 20% of the net profits after a “preferred” return is realized. We may receive other fees, including transaction, directors, consulting, monitoring, closing, topping, break-up and other similar fees, but not transaction-based compensation or investment banking fees, which will be applied to reduce the management fees or paid to the applicable fund as disclosed in the offering materials. The Co-Investment Vehicles (other than CMC) will generally not be charged fees on amounts invested by current investors in the Funds but may charge fees to other third-party investors and are subject to costs and expenses related to the relevant investment.

We may waive or reduce fees and/or change allocations in our sole discretion, including with respect to affiliates, as long as this does not result in unaffiliated investors incurring significant disadvantages. Fees due to the Investment Managers are calculated by the administrator of each Fund. The fees are deducted from the accounts of the Funds by their administrators, upon authorization from the Funds, and paid to the Investment Managers. ORP USA, ORP UK and ORP Aus receive sub-advisory fees from each Investment Manager (directly or indirectly) at the beginning of every calendar quarter based upon an amount of money for the sub advisory services they provide to the Investment Manager, which are used to fund their operations. Investors do not pay any sub-advisory fees to ORP USA, ORP UK or ORP AUS. Orion and its officers, partners and employees do not accept compensation for the sale of investment products. The Funds are subject to costs and expenses, in addition to the fees described above. The costs and expenses are described in more detail in the applicable limited partnership agreement and/or private placement memorandum of each Fund. They generally include, but are not limited to, organization and offering expenses, investment related costs, banking fees, audit and accounting fees, legal and regulatory fees, administrative fees, other service provider fees, consulting fees, banking fees, insurance premiums and fees, brokerage fees and commissions, merchanting fees (including merchanting fees paid to OMS, an affiliate of Orion), transactional/trading costs and any expenses related to potential and existing investments, investment and operations related travel and entertainment expenses, research costs, consulting costs, due diligence costs, broken deal expenses, custody fees, interest charges, external research expenses, registration costs, indemnification expenses, valuation fees, taxes, travel fees and costs, investor reporting costs, annual meeting and board costs, advisory committee fees, extraordinary fees and litigation expenses. The Funds also pay a pro rata share of D&O/E&O liability insurance premiums maintained by Orion. These fees and expenses are borne by the Funds (and therefore indirectly by investors), and may be in addition to fees and expenses that a particular investor may bear at the investor level (for example, certain taxes, legal, or other professional fees) as described in the Fund’s governing documents. A related person of ORP USA, Orion Merchant Services LLC (“OMS”), may provide physical metals merchant services to the mine finance Funds in order to facilitate the execution and management of some of the Funds’ investments in physical metals contracts or as an alternative cash management strategy. OMS is controlled by Mr Lewnowski. OMS receives flat fees per annum as well as commission fees based on the type of metal and category of service provided, which fees we will make a good faith effort to ensure will be on arm’s-length terms and at competitive market rates. Fees paid to OMS are not offset against any management fees or incentive fees. These fees are set forth in a services agreement between OMS and the applicable Fund. None of OMFM, OMFM I, OMFM I-A, OMFM III or OMRF receives a fee or compensation with respect to investments in the Co-Investment Vehicles by the Funds or investors in the Funds. OMFM, OMFM I, OMFM I-A, OMFM III, and/or OMRF may receive a fee or compensation from the Co-Investment Vehicles similar to the fees paid by the Funds with respect to investments by third party investors.

OIV LLC may receive a fee or compensation with respect to investments in a Co-Investment Vehicle from third part investors and/or from investors in OIV. Such fees would be similar to the fees paid by OIV (management fee and/or performance fee) and would be determined directly with each co-investor. From time to time, investors in a Fund seek to enter into "side letter" agreements, the terms of which differ from the shares/interests generally offered to all investors with respect to a variety of terms, including among other things, incentive allocations and management fees. Orion has entered into side letters in relation to the Funds. Side letters are negotiated and entered into by a Fund directly with certain investors in the Fund. A Fund enters into "side letter" arrangements without providing prior notice to, or receiving consent from, existing investors. This results in a conflict of interest when ORP USA allocates opportunities among these accounts because ORP USA would have an incentive to favour accounts that have higher incentive allocations. ORP USA recognizes that conflicts arise under such circumstances and will endeavour to treat all accounts fairly and equitably based on our allocation policies. These policies generally require that investment opportunities are allocated to certain funds under the terms of a Fund limited partnership agreement based on date of formation, or in some cases pro rata unless we determine that allocation other than on a pro rata basis would be in the best interest of the investors involved. The terms of such classes and "side letters" are determined by ORP USA and/or such Fund in their sole discretion. Orion has adopted an allocation policy that addresses these conflicts and requires approval from an internal allocation committee with respect to each investment opportunity. Each investment management agreement with a Fund typically states that it is effective for the life of a Fund except that ORP may terminate the investment management agreement periodically based on prior notice and in certain instances investors may remove the adviser pursuant to the terms of the Fund limited partnership agreements.

In addition, the final values are determined by the applicable Fund administrator, with semi-annual reviews by a third-party valuation agent as well as the Fund auditor. These activities are monitored by our CFO and General Counsel and our valuation policies and procedures are reviewed periodically. Issues are addressed when and as they arise and we consult with the administrator or valuation agent as needed. Although we intend to allocate trading and investment opportunities in a manner which is in the best interests of the Funds, there can be no assurances that a trading or investment opportunity will be allocated evenly or pro rata. Investments may be allocated at the discretion of Orion on a non-pro rata basis for various reasons, including but not limited to, the allocation terms of the Funds, investment strategies of a Fund and/or available capital of a Fund. As noted, Orion maintains an allocation policy, as

well as an allocation committee and each Fund also provides for conflict resolution within its terms. There may be constraints on the amount of an investment opportunity that can be allocated to a Fund.

productions processors and metals/minerals related companies, investing in futures, options, forwards, swaps and other commodity related instruments or businesses. These investments have certain unique risks, including, but not limited to, the non-performance of a mining company and fluctuation in demand and price of metals/materials. Orion’s core strategy for the mine finance funds is to finance the acquisition or construction of mining projects and producing mines with a combination of debt, production-linked investments, and equity. The mine finance Funds seek to create a diversified portfolio with respect to investment type, geography and metal, thereby providing investors with broad exposure across the metals and mining industry. Orion will generally focus on structured investments that are more comprehensive than those typically offered by other capital providers. This strategy seeks to finance the construction of mid- to later-stage mine projects in politically stable regions through a combination of debt, equity and production-linked investments (e.g., royalties, streams and offtakes). Orion primarily targets mining companies that (i) produce or are planning to produce precious metals and base metals or other minerals with which Orion has expertise or for which Orion can establish sufficient expertise with due diligence, (ii) Orion believes have established, reputable management teams, and (iii) would benefit from commercial assistance. Each transaction typically consists of a combination of a number of individual investments including senior and mezzanine loans, streams, royalties, offtakes, and private and public equity; control and non-control equity positions. The percentage, cost and security arrangements required by Orion to invest at various levels of the capital structure is dictated by the risk profile of the mine to be built or acquired. OMRF focuses on long term royalty investments in a variety of underlying minerals. The Fund both originates new royalties, the proceeds of which will finance a project directly, and invests in projects by purchasing existing royalties in secondary market transactions. Orion seeks to create a portfolio of

royalties to achieve risk-adjusted returns with a low correlation to other asset classes. This investment strategy is designed to generate consistent cash flows over extended time horizons. In some instances, in connection with a new royalty investment, the Fund may also receive equity or equity warrants in the underlying company that are intended to provide additional upside return potential. The Fund primarily targets mineral companies that have established and reputable management teams. The primary investment objective of OIV is to achieve long-term capital appreciation through investments in early and growth-stage companies that are engaged in technology-based businesses with the potential to contribute to the decarbonized, economic supply of those minerals, materials, energy inputs, and process solutions critical for a sustainable industrial future. OIV may seek to accelerate and de-risk the companies populating its portfolio by accessing Orion’s know-how, global asset base acting as end-customers, and potential project-financing. OIV LLC seeks to provide investors both equity upside exposure and mitigate downside risk related to emerging technologies by (i) establishing global sourcing channels to obtain early-access to exciting technologies and top class management teams, (ii) rigorously assessing, screening and selecting the most promising companies for investment, (iii) constructing a portfolio diversified across multiple metrics and (iv) actively being involved in creating value post-investment, including by leveraging the capabilities of Orion and its affiliates to help portfolio companies de-risk and scale their businesses. CMC’s primary investment strategy is to target certain critical metals and minerals in certain eligible emerging market locations. The goal of CMC is to strengthen ties and secure supply chains of critical minerals essential to US economic growth and innovation. The investment process for CMC closely mirrors, and may leverage off, the investment process for the mine finance funds provided that DFC must approve each investment made by CMC. The initial assessment process for each potential investment for mine finance, CMC and Orion royalties typically begins with Orion gathering preliminary information from a target company. Orion uses a range of criteria in assessing and analysing transaction opportunities. Four of the most important are reserve economics, asset characteristics, regulatory compliance, ESG and security/collateral coverage. We attempt to verify and interpret geological, metallurgical and operational information regarding a potential counterparty. In addition to a direct appraisal of drilling intersections, Orion reviews the geological setting and the style of mineralization. These factors give an indication as to the likely continuity and possible grade of the ore body. To complement this analysis, independent geologists may be engaged to provide an understanding of the drilling orientations and spacing selected by the mine managers. We also evaluate the technical quality and commercial viability of all potential counterparties. In evaluating individual investments, we will target companies that we believe have the following characteristics: cost efficiency, superior management, quantifiable risks, sustainable expansion potential and strategic flexibility. As part of its diligence Orion also undertakes an environmental, social and governance review of every investment opportunity within the legal and political context in which it operates. Finally, investments will generally be secured by property, plant, equipment, receivables, share pledges, cash accounts and/or other assets. With respect to OIV, Orion has designed a tailored approach to investment assessment and due diligence, intended to enable efficient screening of a large funnel of inbound opportunities, while still enabling a rigorous assessment on the technology, team, market opportunity, business model, capital position, competitive dynamic, customer demand, regulatory environment and other key elements that may inform a portfolio company’s prospects. Further details on this approach are provided in the Investment Process discussion below.

Wrap Fee Programs: ORP USA does not sponsor or participate in any wrap fee programs. A Fund may borrow money through one or more secured or unsecured credit facilities or loans or other financing arrangements, including, but not limited to, capital call credit facilities in order to fund investments in advance of drawdowns from the partners or for other purposes in the discretion of the Fund general partner. Detailed descriptions for each Fund’s investment strategy and process can be found in the respective Fund private placement memorandum. B. Risks of Strategies These investments involve the risk of loss and all investors should be prepared to bear such losses. We limit investors in the Funds to Qualified Purchasers. Investing in a Fund involves a substantial and significant degree of risk and is suitable only for persons of substantial means who have the financial capability to make the required investment, can hold the interest for a long period of time and can evaluate the risks of investing in the Fund. An investor will not be able to resell the Fund interests readily. Prospective investors must, therefore, have adequate means of providing for their current needs and personal contingencies. Some adverse events may be more likely than others and the consequence of some adverse events may be greater than others. The following list is not a complete list of all the risks involved in connection with an investment in a Fund or any Orion strategy. Prior to making an investment in a Fund, prospective investors should carefully consider all the information set forth in the private placement memorandum of the applicable Fund. Investment risk. All investments risk the loss of capital. There can be no assurances that the Funds advised by Orion will achieve their investment objectives. An investment in the Funds involves a high degree of risk and is an illiquid and long-term investment. Investing in the Funds involve a risk of loss, including a loss of an investor’s entire investment. Further there can be no assurance that the Funds will identify a sufficient number of attractive opportunities to meet the investment objectives of Funds or generate returns as high as the target returns of a Fund. There is no public market for the interests in a Fund, and no such market is expected to develop. A limited partner in a Fund will not be permitted to assign, sell, exchange, pledge or transfer any of its interests, rights or obligations with respect to its Interests without the prior written consent of Orion which consent may be given or withheld in the sole and absolute discretion of Orion. Reliance on key personnel. The investment professionals of ORP USA will propose and decide, respectively, which investments will be made by the Funds. Should any of the investment professionals become incapacitated or die and should the replacement (if any) for such person not equal his or her predecessor’s performance, the profitability of Fund investments may suffer. Economic and business conditions. General economic and business conditions may affect the Funds’ activities. Tariffs can significantly influence the cost structure, profitability, and market dynamics of the companies within our investment portfolio. Given the global nature of the mining and metals industry, changes in trade policies (including tariffs) could impact the supply and demand for raw materials and finished products, affecting the valuation and performance of our funds. Interest rates, the prices of securities and participation by other investors in the financial markets may affect the value of

investments purchased by the Funds. There can be no assurance that market conditions will not begin to deteriorate at any given time. In addition, any turbulence in the international markets and economies may negatively affect the global economy and financial markets. In addition, there can be no assurance that the reduction or elimination of various forms of fiscal stimulus that have been undertaken by many world governments and inter-governmental institutions will not have an adverse impact on global financial markets or economic or financial conditions. The global economic conditions could negatively impact the Funds’ expected returns. Global rates of growth or economic conditions that are weak for a prolonged period of time may pose risks of systematic defaults by borrowers, inflationary or exchange-rate pressures or geopolitical disturbances that could adversely affect the Funds’ returns. Tariffs on metals and other materials can have a significant negative impact on valuations of mining companies and assets. As a result of these factors, the Funds could incur significant losses or simply fail to meet their objectives. Natural Resources Industry Risk. Investments that are exposed to natural resources industries are subject to a variety of pre-completion, operational and financial risks. Examples of such risks include: (i) the risk that technology employed in a natural resource project will not be effective or efficient (e.g., due to error in design or operation or as a result of faults in recently developed technology) and the risk of maintenance problems or failures of plant and equipment; (ii) uncertainty about the availability or efficacy of sales agreements or supply agreements that may be entered into in connection with a project; (iii) risks that government regulations affecting the natural resources industry will change in a manner detrimental to the industry; (iv) environmental liability risks related to properties and projects; (v) risks of defaults by third-party contractors, the loss of sales contracts, the loss of supply contracts and other supply interruptions, decreases in sales contract prices and/or escalations in supply contract prices, bankruptcy of key customers or suppliers, tort liabilities in excess of insurance coverage, inability to obtain desirable amounts of insurance at economic rates or disputes over insurance coverage in the event of casualty and the physical destruction of assets due to acts of God, other catastrophes and other natural causes; (vi) uncertainty about the extent, quality and availability of natural resources reserves; (vii) risks inherent in the industry, such as blowouts, cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires, pollution, earthquakes and environmental risks; (viii) risks that interest rate increases may make project financing more difficult to obtain, or impair the cash flow of projects which are leveraged; (ix) risks that supply and demand conditions in the industry may change adversely due to competition from other projects or suppliers; and (x) the risk that commodity price fluctuations may adversely affect the return realized on any portfolio investment by investors whose functional currency is not the currency of the jurisdiction in which the businesses or assets are located and may be adversely affected by movements in currency exchange rates, costs of conversion and exchange control regulations, and the risk that the Fund may incur costs when converting one currency into another. These risks could result in substantial losses due to injury and loss of life, severe damage to and destruction of property and equipment, pollution and other environmental damage and suspension of operations. Risks inherent in the mining and minerals industry. There are risks inherent in the mining and minerals industry. These include the following: uncertainty about the extent, quality and availability of natural resources reserves; costs, cost management and capital allocation; foreign exchange; inconsistent mining and transportation of metals due to weather and other seasonal issues; risk that technology employed does not work as expected or is less efficient than expected; the risk of losses of licenses; environmental liability; strikes; political risk; government intervention; tariff risk, fraud and corruption; civil unrest; terrorist activities; and other factors.

Offtake Investments. The Funds may enter into “offtake contracts.” Offtake contracts are arrangements whereby the Funds will agree to purchase a fixed amount of forward production at a price formula with certain types of optional delivery and payment schedules. There can be no assurance that mines will be able to produce commodities as expected or that market outlets will exist when the product is delivered to allow the Funds to resell the product at a profit. Venture Investments. OIV’s portfolio will consist primarily of investments in companies in various stages of development, which may be affected by technical, business, market, legal or other uncertainties. There can be no assurance that Orion will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. In particular, these companies will typically be developing new technology solutions, the viability of which cannot be assured. Several portfolio companies will also be targeting nascent market opportunities, the long-term viability of which also cannot be assured. No guarantee or representation is made that OIV’s investment objective will be achieved. These “seed,” “early-stage,” and “growth-stage” investments can create value inherent in particular companies or situations that can be realized only with substantial effort or expense and represent greater risk of loss than investments in companies with more stable operations or financial condition. Often, the success of the investment will depend not only on the efforts of its management team, but also upon actions of other key individuals, or extraneous factors including political or economic developments over which Orion has little or no control. Many early-stage companies face significant competition from other firms, both established and start-up, with greater financial resources, more extensive development, manufacturing, marketing and service capabilities and a larger number of qualified managerial and technical personnel. In all such cases, the OIV will be subject to the risks associated with the underlying businesses engaged in by its portfolio companies. Early-stage investments are typically made in companies that are seeking to develop and bring to market new, unproven ideas, business models, and/or technologies. The success of these companies is subject to a number of risks, including, but not limited to: failure to develop or implement the idea, business model or technology as planned; obsolescence; patent infringement and similar claims that prevent the idea, business model, or technology from being used or licensed; lack of market acceptance; and loss of key personnel. These companies are typically dependent on the abilities of key individuals, including, but not limited to, founding entrepreneurs, owners or employees with critical technological skills, deep subjectmatter expertise, and/or ownership of important patents or other intellectual property, and marketing and financial professionals. The growth and development of early-stage companies may depend on the regular injection of additional capital and financing beyond that which OIV is prepared or able to invest. Such financing may not be available from other sources, and if a portfolio company is unable to raise the capital it needs to execute, the value of the Fund’s investment in such portfolio company could be significantly impaired. The very significant returns that have been earned in a small portion of venture capital investments have in large part resulted from the completion of highly successful IPOs or acquisitions that have permitted the venture investors to sell their equity interests at multiples of original cost. There can be no assurance that the public securities markets will support an IPO of a portfolio company, that there will be acquisition interest from other companies in the market or that the portfolio company’s fundamentals will warrant an exit on terms that will be attractive for OIV. General Risks of Commodities Derivative Instruments. The Funds may make use of various commodities derivative instruments, such as options, futures and forward contracts. The use of derivative instruments involves a variety of material risks. These risks include the extremely high degree of leverage which can be embedded in such instruments, a risk which can be materially increased by the limited liquidity which often characterizes the derivatives markets. The pricing relationships between

derivatives and the underlying instruments on which they are based also may not conform to anticipated or historical correlation patterns, resulting in unanticipated losses. In addition, some of the derivatives traded by the Investment Manager may be over-the-counter contracts between a Fund and third parties. The risk of counterparty non-performance can be significantly greater in the case of these over-the-counter contracts as opposed to exchange-traded derivative instruments. Furthermore, “bidask” spreads may be unusually wide in the over-the-counter markets. Leverage. The Funds are authorized to and may use leverage. Leverage is a speculative investment technique and involves risks to investors. The leverage provided to the Funds will result in interest expense and other costs incurred in connection with such borrowings, which may not be covered by the net interest income, dividends and appreciation of the investments purchased. Although the use of leverage may enhance returns and increase the number of investments that can be made, it involves a heightened degree of risk, is inherently more sensitive to adverse economic factors (such as a significant rise in interest rates, a downturn in the economy, deterioration in the condition of such investments, declines in revenues and increases in expenses) and can exaggerate the financial effect of any increase or decrease in the value of such investments. Risk of Commodity and other Market Price Fluctuations. Historically, commodity prices in the natural resources industries have been volatile. As a result, investor returns can be adversely affected by commodity price movements, notwithstanding the favourable underlying performance of the assets. Volatile commodity prices make it difficult to estimate the value of producing properties for acquisition and divestiture and often cause disruption in the market for resource-producing properties, as buyers and sellers have difficulty reaching agreement on such value. Price volatility also makes it difficult to budget for and project the return on acquisitions and development and exploitation projects. Distressed Securities. The Funds’ investment programs may include making investments in distressed companies, including, without limitation, investments in enterprises involved in workouts, liquidations, reorganizations, bankruptcies and similar situations. Since there is substantial uncertainty concerning the outcome of transactions involving such companies, there is a high degree of risk of loss by the Funds of their entire investment. In addition, such companies may not have ready access to the traditional capital markets. Such investments may be premised on a turnaround strategy. If turnarounds are not achieved, these companies could experience failures or substantial declines in value, and the Funds may not be able to divest themselves of such unprofitable investments in a timely fashion or at all. Additionally, turnarounds may not be achieved within the contemplated investment horizons. Such companies’ securities or instruments may be considered speculative, and the ability of such companies to pay their debts on schedule could be adversely affected by interest rate movements, changes in the general economic climate or the economic factors affecting a particular industry, or specific developments within such companies. Investments in companies operating in workout or bankruptcy modes also present additional legal risks, including fraudulent conveyance, voidable preference and equitable subordination risks. Emerging Markets. The Funds may make investments in, and engage in transactions with parties located in, countries with political and economic systems that are less developed and less stable than those of countries with more established, mature market economies, especially those of Western Europe, the United States and Japan. These activities involve certain risks not typically associated with investing in countries with more established, mature market economies, including risks relating to (i) nationalization or expropriation of assets or confiscatory taxation, (ii) social, economic and political uncertainty, and revolution, (iii) price fluctuations and market volatility, limited liquidity and small capitalization of

securities markets, (iv) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which the Funds’ non-U.S. investments are likely to be denominated, and costs associated with conversion of investment principal and income from one currency into another, (v) high rates of inflation, (vi) controls on, and changes in controls on, foreign investment and limitations on repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars, (vii) governmental involvement in and control over the economies, (viii) governmental decisions to discontinue support of economic reform programs generally and to impose centrally planned economies and (ix) government corruption or bribery. Regulatory and Environmental Considerations. Mining is subject to potential risks and liabilities associated with environmental pollution and disposal of waste that can be generated as a result of mineral exploration and production. Companies in which Orion’s clients invest may be subject to environmental liability which can result from mining activities conducted by a portfolio company or by others prior to a portfolio company’s acquisition of a property or mining rights. Environmental laws and regulations may require the acquisition of permits or other authorizations for certain activities. Additionally, environmental legislation is developing in a manner which is likely to require stricter standards and enforcement and increased fines and penalties for non-compliance. To the extent that any of the Funds’ investee companies are subject to environmental liabilities, the payment of such liabilities would have a negative effect on investment returns. Cybersecurity and Business Continuity Risk. Orion and its service providers rely on information systems, networks and third-party services (including, among others, administrators, custodians, brokers/counterparties, pricing/valuation resources and cloud-based and other technology vendors) to conduct business, maintain records, process transactions, value investments and prepare investor reporting. Despite our efforts to protect our systems and data, we and our third-party service providers may be subject to cybersecurity incidents and other information-security events (including unauthorized access, computer viruses, malware, ransomware, social engineering, denial-of-service attacks, and other disruptions). A cybersecurity incident could result in, among other things, disruptions to our operations, the loss, theft or corruption of confidential information (including personal information), reputational harm, litigation, regulatory inquiries or proceedings, and additional compliance and remediation costs. Cybersecurity incidents and business disruptions may be intentional or unintentional, may originate from within or outside Orion, and may not be detected for a period of time. In addition, Orion’s business is subject to operational risks arising from events beyond our control, such as natural disasters, severe weather, public health emergencies, terrorism, geopolitical events, supply-chain disruptions, and power or telecommunications outages, each of which could adversely affect our ability to operate and provide services to the Funds. Although we maintain policies, procedures and controls designed to address cybersecurity and business continuity risks (including incident response and business continuity planning), these measures may be unsuccessful, may not be fully effective, or may not anticipate all possible risks. As a result, a cybersecurity or business continuity event could have a material adverse effect on the Funds and their investors.

OMF ME JV is a 50-50 joint-venture between Orion and an Abu Dhabi sovereign wealth investor, ADQ, established to invest in a range of strategic metals and mining companies and to acquire the physical offtake of critical minerals. ORP ME JV will facilitate such investments through multiple assets classes, including equity, senior debt and production linked instruments such as royalties, streams and offtakes. These activities are conducted pursuant to the governance framework of the joint venture and the terms of its constitutive documents. Mine IV has committed to invest alongside ADQ in ORP ME JV on a deal-by-deal basis, assuming any relevant transaction is otherwise approved and suitable for Mine IV by Orion. ADQ has the ability to invest on a deal-by-deal basis at its sole discretion. The general partner of the limited partnership is OMF (ME) JV GP Limited, (“ORP ME GP”). ORP ME and ORP ME GP are jointly owned by Orion and ADQ and have entered into a business services agreement with OMFM whereby OMFM will provide certain non-investment administrative services. ORP ME JV may, in certain instances, invest alongside CMC and or Mine IV. As noted in Item 4, ORP USA has two affiliated U.S. exempt reporting advisers, ORP UK and ORP Aus. Among other things, ORP UK and ORP Aus provide sub-advisory services to the Funds. U.S. exempt reporting advisers have fiduciary responsibilities to their clients and must abide by certain other requirements applicable to all U.S. advisors. ORP UK and ORP Aus act as sub-advisers to ORP USA with respect to the Mine Finance Funds. ORP UK also acts as the Investment Manager to an ICAV sub fund, Orion Resource Equities, that invests in a long-only portfolio of publicly-listed mining equities. As noted in Item 4, ORP USA is affiliated with 14 Relying Advisers that provide investment management services to the Funds. The Relying Advisers’ employees and persons acting on behalf of the Relying Advisers are identical to those of ORP USA, are supervised by ORP USA and are subject to ORP USA’s code of ethics. The material conflicts of interest to which ORP USA is subject include, but are not limited to, the following: A related person of ORP USA, OMS, provides physical metals merchant services to the Funds to facilitate the execution and management of some of the Funds’ investments in physical metals contracts and receives compensation for such services from the Funds. OMS receives flat fees per annum as well as fees based on the type of metal and category of service provided, which fees we will make a good faith effort to ensure will be on arm’s-length terms and at competitive market rates. Fees paid to OMS are not offset against any management fees or incentive fees. Investment opportunities may be appropriate for more than one Fund. There may be incentive for Orion to allocate all of a given investment opportunity to a Fund that is more likely to pay an incentive

allocation or will pay a higher amount of fees. This risk is mitigated by the allocation provisions found in each Fund governing document as well as the allocation policy of Orion. Orion maintains an allocation policy and allocation committee to address these conflicts. Orion may receive fees based on the unrealized valuation of investments and may therefore receive increased compensation if values are higher. As a general matter, all of the portfolio investments manged by Orion are valued by a third-party administrator and are subject to annual audits by independent auditing firms. Mr. Lewnowski, the indirect owner of ORP USA, is also the majority owner of other ORP USA’s related persons and general partners of the funds. Mr. Lewnowski is, directly or indirectly, an investor in Mine I, Mine I-A, Mine II, Mine III, Mine IV and OIV and the amount of these investments are not in the view of ORP USA material to each fund. In certain instances, this may raise a potential conflict of interest that will be monitored and resolved by policies and procedures of ORP USA. We believe that Mr. Lewnowski’s investments in the Funds generally aligns his interests with those of our investors, however we monitor and address any such conflicts under our allocation policies and Code of Ethics. Mr. Lewnowski will comply with ORP USA’s Code of Ethics (Item 11 below) with respect to his personal account investment activity. Certain officers, partners or employees of ORP USA may serve as a director of a company in which a Fund may, directly or indirectly, be invested (or in which ORP USA, on behalf of the Funds, may be researching or proposing an investment). Because these personnel have a conflict of interest in discharging their obligations in such capacities and acting in the interest of the Funds, such investment may, in certain instances, require that these individuals not take part in certain decisions relative to that investment.

Transactions in certain metals/mining investments are generally prohibited for employees and will require a pre-clearance for any trades. Orion does not generally permit employees or related persons to participate in client transactions. Additional policies and procedures to help ensure compliance with Rule 204A-1 are in place. These include: the prevention of misuse of material nonpublic information or confidential client or investor information; the delivery of the ORP Code of Ethics and a written acknowledgment of its receipt (initial and annual); analysis of certain activity; employee reporting requirements; and a requirement to report promptly any suspected violations of the ORP Code of Ethics to ORP USA’s CCO. The Code also addresses permitted gifts and entertainment for Orion employees in order to avoid conflicts of interest relating to our clients. All ORP USA supervised persons are expected to discuss any perceived risks or concerns with the CCO. We maintain a restricted list of

securities in which the Funds and our employees are restricted from trading absent pre-clearance from our CCO. Metals/Mining equities are incorporated into our restricted list by reference. A copy of the ORP Code of Ethics will be available to our clients upon written request. ORP USA will devote as much of its time to the activities of the Funds as it deems necessary and appropriate. ORP USA is not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with the Funds and may involve substantial time and resources. These activities and the provision of discretionary investment management services to the Funds could be viewed as creating a conflict of interest in that the time and effort of the members and partners of ORP USA and its related persons and relying advisers will not be devoted exclusively to the business of one Fund, but will be allocated between the businesses of all of its clients. We will not trade for our own account. Orion does not, as principal or dealer, participate in Fund transactions or enter into trades with Funds. In certain instances, Orion may determine that it is in the best interest of two funds to purchase/sell and asset from one Fund to the other. In order to avoid any conflict of interest Orion will typically seek approval from a Fund Limited Partner Advisory Committee (“LPAC”). Orion may seek approval from an LPAC for other conflicts that may arise related to investments in the Funds. From time to time, a Fund may purchase or sell securities that may differ from those purchased or sold for another Fund, even though the investment objectives may be the same or similar. A Fund, for example, may make an investment at the same time that another Fund is disposing of the same or a similar investment. Likewise, a Fund may make an investment in a position which is already held by another Fund that is subordinated or senior to or otherwise adverse to a position held by another Fund (e.g., a Fund may own debt of a portfolio company while another Fund owns equity in the same portfolio company). It is possible that the activities or strategies used could conflict with the activities and strategies employed in managing the assets of another Fund and affect the prices and availability of the securities and instruments in which such Fund invests. A situation may arise where certain assets held by a Fund may be transferred to another Fund, including for the purpose of rebalancing the portfolios of such accounts. Cross trades will be executed only when required, when consistent with best execution and so long as no fund or investor is disfavoured.

In selecting a broker or counterparty for securities transactions, Orion seeks to obtain best execution, taking into consideration such factors as generation of investment opportunities, price, the ability of the

brokers to effect the transactions, the capital position of the broker or counterparty, the ability to effect trades in a timely, orderly and satisfactory manner, consistent quality of service, facilities, market coverage, reliability and financial responsibility and the provision of or payment for the cost of brokerage and research products or services that it believes are of benefit. Orion may choose to execute with counterparties that have experience in the mining space. Orion conducts periodic reviews of commissions and brokers to confirm these activities are reasonable and within acceptable ranges. We do not engage in any activity that involves soft commissions (i.e., we do not use client brokerage commissions to pay for brokerage or research products and services as described in Section 28(e) of the Securities Exchange Act of 1934) but may in the future in compliance with section 28(e) of the Securities Exchange Act 1934. If our practices change, we will update this Brochure as appropriate. As noted above, Orion may invest in bulk metals and other investments on behalf of the Funds, which will be handled by OMS. OMS receives flat fees per annum as well as fees/commissions based on the type of metal and category of service provided, which fees we will make a good faith effort to ensure will be on arm’s-length terms and at competitive market rates. Fees paid to OMS are not offset against management fees or incentive fees. The Funds may invest in exchange-traded futures/options and OTC futures/options with respect to various metals. At the same time, the Funds may be engaging in investment activities with respect to the offtake and rights of such metals. All investments are pre-screened in order to avoid any conflicts of interest that could arise from such investments.

The Funds’ investors are provided with quarterly financial information and audited Fund financial statements on an annual basis. In addition, investors receive quarterly letters containing summaries of Fund holdings and transactions in conjunction with their quarterly account statements.

ORP USA cannot take the position that it is operationally independent of these related persons. As such, certain provisions of Rule 206(4)-2 apply to ORP USA, and ORP USA will comply fully with all relevant requirements. A PCAOB independent public accountant, KPMG, audits the Funds annually and audited financial statements are timely distributed to the investors of these Funds within 120 days of fiscal year end.