Orion SA

As of September 30, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, and as a result of the material weakness in internal control over financial reporting described below, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of that date. Notwithstanding this material weakness, our management has concluded that the financial statements included elsewhere in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with generally accepted accounting principles. To make that assertion our Audit Committee of the Board of Directors engaged a third-party to perform an investigation into the matter described below to identify the nature, timing and extent of the matter.

Other than as reported in this Item 4, there were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Material Weakness in Internal Control over Financial Reporting

We determined a material weakness exists over our control over manual wire transfers. Specifically, although we believe our internal controls, as designed, were adequate to prevent or detect unauthorized wire transfers, the control did not operate effectively to safeguard the Company’s assets.

Remediation of Material Weakness in Internal Controls

To address the identified material weakness, management implemented the following remedial measures:

•In the third quarter of 2024, we:

▪implemented additional processes and controls over the cash disbursement process, and

▪enhanced management’s quarterly sub-certifications related to the cash disbursement process and increasing the certifiers’ awareness of its financial reporting implications.

•In the future, we:

•are improving our training of employees on appropriate cash disbursement practices and procedures, and

•will continue to promote ethical conduct, timely escalation of concerns and communication with employees.

We will continue to assess whether additional control enhancements are necessary. We are actively working to implement effective internal control over financial reporting, which includes implementing these steps to remediate the material weakness. We believe these actions will effectively remediate our internal control over financial reporting and enhance our disclosure controls and procedures. The reliability of internal control processes requires repeatable execution and the identified material weakness will be considered fully remediated when these internal control enhancements have been in operation for a sufficient period of time for our management to conclude that the material weakness has been successfully remediated. However, such remediation is not guaranteed, and we cannot provide any assurance that our internal control over financial reporting will be effective as a result of these efforts.