ORP USA is a Delaware limited partnership that began operations in September, 2013. ORP USA’s principal owner is Oskar Lewnowski III. ORP USA provides discretionary investment management services to affiliated investment managers that advise various pooled investment vehicles. Investments are in the metal and mining investment sphere. As of March 28, 2024, Orion managed $7,428,644,939 RAUM on a discretionary basis. ORP USA employs 56 people with offices in New York and Denver. Orion Resource Partners (Aus) Pty Ltd, (“ORP Aus”), a related person of ORP USA, is an exempt reporting advisor in the U.S. 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. ORP USA has thirteen 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 L; Orion Mine Finance Management III LLC; Orion Mine Finance GP IV LP; OIV GP LLC; Orion Industrial Ventures LLC; OMR GP LP and OMRM 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. 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 and co-investment vehicles related to these structures:
• “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 I- A 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 (“OMFMI” 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 OMFMI. 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. OMFMI 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 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 I- A, 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 achieve risk-adjusted returns with a low correlation to other asset classes through an investment strategy designed to (i) capture interest income, (ii) seek capital appreciation and (iii) generate income from the provision of commercial services to the mining community.
• “Co-Investment Vehicles”: the co-investment vehicles are pooled investment vehicles (the “Co- Investment 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. seeks to invests in a portfolio of long-lived mineral royalties sold by companies to finance their operations. The mineral royalties are expected to provide annuity-type cash flows to investors. OMRF will seek to invest in a portfolio of privately-negotiated royalty investments targeting consistent annual cash-on-cash 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 (“OIVLLC”), 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 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. ORP USA and its relying advisers provide discretionary advisory services to the Funds pursuant to investment management, managed account or sub-advisory agreements. ORP USA and its relying advisers have responsibility for management, operations and investment decisions made on behalf of the Funds. ORP USA will conduct research, evaluate investment proposals and the investments to be acquired, assists 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. For those portions of transactions that are not allocated completely to Mine I, Mine I-A, Mine II, Mine III, Mine IV, OIV 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 co-invest 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.