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ARIKA RESOURCES LIMITED Capital/Financing Update 2008

Mar 12, 2008

64420_rns_2008-03-12_7879d37e-b607-49e1-8d93-042b11e1ce85.pdf

Capital/Financing Update

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Investor Services

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13 March 2008

Dear Securityholder

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Computershare Investor Services Pty Limited ABN 48 078 279 277 Level Three 60 Carrington Street Sydney NSW 2000 Australia GPO Box 7045 Sydney NSW 2001 Australia Telephone 61 2 8234 5000 Australia Facsimile 61 2 8235 8150 Canada www.computershare.com Channel Islands Germany Hong Kong India Ireland New Zealand Philippines Russia Singapore South Africa United Kingdom USA

Portland Orthopaedics Limited Share Purchase Plan

We invite you to participate in the recently announced share purchase plan, available for all Securityholders recorded on the Portland Orthopaedics Limited register as at 5:00pm (Sydney time) on 11 March 2008 (the Record Date).

You may apply for a parcel of up to 66,667 shares valued at $0.075 or $5000.00 (rounded up to the nearest share) as shown on your Application Form enclosed. If you wish to participate please complete and forward this Form, together with a cheque, bank draft or money order in Australian dollars. Alternately you can BPAY the funds as explained on the Application Form. If you are applying for shares and your payment is being made by BPAY, you do not need to return the Application Form. Enclosed is a business reply paid envelope to reach Computershare Investor Services Pty Limited no later than 5:00pm (Sydney time) on 9 April 2008 (the Closing Date).

Details of the offer are contained in the enclosed Terms and Conditions. Before you decide to participate, please read the Terms and Conditions in full. If, after reading the Terms and Conditions, you have any questions regarding the offer, we recommend that you seek independent professional advice.

We encourage you to consider this investment opportunity.

If you have any queries regarding the enclosed documentation, please contact the Portland Orthopaedics Limited Securityholder Information Line on 1300 798 197 or 61 3 9415 4836.

Yours sincerely,

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John R Lee Chairman

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Portland Orthopaedics Limited ACN 086 839 992 (“Portland” or “Company”)

Share Purchase Plan Terms and Conditions

These terms and conditions and the accompanying Share Purchase Plan Application Form (Application Form) set out the terms and conditions (Terms and Conditions) of the Portland Share Purchase Plan (SPP). By applying for shares in Portland (Shares) under the invitation made pursuant to the SPP (Offer), you agree to be bound by the Terms and Conditions and the Constitution of Portland.

1. Purpose

  • 1.1 The purpose of the SPP is to offer eligible Portland shareholders the opportunity to acquire additional fully paid ordinary shares in the Company ( Shares ) at a discount to the market price and without brokerage and other transaction costs.

  • 1.2 Portland is implementing the SPP to provide an opportunity for eligible Portland shareholders to increase their holding in Portland. Portland intends to use the proceeds of subscriptions for Shares under the SPP to fund increased investment in inventory, to support anticipated increased sales growth for the Company’s products in both Australia and the USA, and to assist with the Company’s expansion in those two countries.

2. Eligibility to participate

  • 2.1 Participation in the SPP is open to you if, at 7.00pm (Sydney time) on 11 March 2008 ( Record Date ), you are the registered holder of Shares in Portland, with a registered address in Australia ( Eligible Shareholders ) (the directors of Portland have determined that Offers to registered holders with addresses outside Australia may be unlawful or impractical for Portland given the small number of holders involved.

  • 2.2 For the purposes of determining Eligible Shareholders:

  • (1) Joint holders of Shares are taken to be a single registered holder.

  • (2) If a trustee or nominee is a registered holder of Shares and this, together with the identity of the beneficiary for whom the trustee or nominee holds the Shares, is expressly noted on the Portland share register, the beneficiary will be taken to be the registered holder of those Shares. Accordingly an application for Shares, certification or issue of Shares to the trustee or nominee under this SPP will be taken to be an application or certification by, or an issue to, the beneficiary. If your role as a trustee or nominee is expressly noted on the Portland Share Register, please contact Computershare Investor Services on +61 3 9415 4836, for assistance with the application process.

  • 2.3 Portland reserves the right to reject any application for Shares under the SPP pursuant to an Application Form ( Application ) from a person it believes is not eligible.

  • 2.4 The Offer opens on 12 March 2008. The closing date for receipt of Applications by Computershare Investor Services Pty Ltd is 5.00pm (Sydney time) 9 April 2008, unless extended by Portland and notified to ASX ( Closing Date ).

  • 2.5 Participation in the SPP is optional and is subject to these Terms and Conditions. In deciding whether to participate in the SPP, please take time to read these Terms and Conditions. You are encouraged to contact your financial or taxation adviser for your own professional advice regarding participation in the SPP.

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3. Offers and maximum number of Shares

  • 3.1 Offers are non-renounceable, so you may not transfer your entitlement under the SPP to another person.

  • 3.2 Each Offer is made on the same terms and conditions. All Eligible Shareholders will receive the same Offer, irrespective of the number of Shares that they hold on the Record Date.

  • 3.3 The maximum value of Shares you may subscribe for under the SPP is $5,000 in any consecutive 12 month period. This investment limit applies to you even if you hold Shares in more than one capacity and receive more than one Offer – for example, as a sole holder and also as a first (or subsequent) named holder of two or more joint holders. If you receive more than one Offer under the SPP, you may apply on different Application Forms for more than one parcel of Shares, but you may not apply under the SPP for Shares with an aggregate value of more than $5,000.

  • 3.4 Portland reserves the right to reject your Application Form if it believes you have not complied with this investment limit. By applying to acquire Shares under the SPP, you certify and warrant that you have not exceeded, and by applying now will not exceed, the A$5,000 limit referred to in section 3.2 of these Terms and Conditions.

  • 3.5 The minimum value of Shares you may subscribe for under the SPP is $500.

4. Issue Price and market price

  • 4.1

  • Shares will be issued to you under the SPP at 0.075 cents per Share ( Issue Price

  • 4.2 You should note that the market price of Shares may rise or fall between the date of the Offer and the date that Shares are issued under the SPP. This means that the Issue Price (being the price you pay for each Share under the Offer, namely 0.075 cents per Share), may be more or less than the market price of Shares on either or both of:

  • (1) the date on which you apply for Shares under the SPP; and

  • (2) the date Portland issues Shares to you under the SPP.

  • 4.3 It is also possible that the Issue Price may exceed the price at which shareholders would be able to buy Shares on the market at the time that Shares are issued under the SPP.

5. Application for Shares

  • 5.1 If you wish to apply for Shares under the SPP, you should complete and return to Computershare Investor Services Pty Ltd the enclosed “Share Purchase Plan Application Form” together with the appropriate subscription monies for your investment amount, by no later than the Closing Date. Alternatively, you may apply for Shares by transferring the appropriate subscription monies by BPAY in the manner set out in the Application Form. Portland will not accept Application Forms or subscription monies received after the Closing Date.

  • 5.2 If you are paying by cheque, please complete the Application Form and return it with your cheque made payable to “Portland Orthopaedics Ltd - Shares Issue Account” . You should complete the cheque details section on the Application Form. Cheques must be in Australian dollars and drawn on an Australian bank.

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  • 5.3 If Portland receives one or more Application Forms from you (in any capacity) in relation to Shares with a value greater than $5,000, you may, subject to paragraph 3.4, be issued with the maximum number of Shares permitted by the SPP and the excess subscription monies will be refunded to you, without interest.

  • 5.4 The maximum number of Shares Portland will issue under the SPP will not exceed 30% of the number of Shares on issue prior to the Closing Date.

  • 5.5 Portland reserves the right to scale-back acceptances on any basis it determines, and application monies received in excess of your actual allocation will be refunded (without interest). Any determination made by Portland in respect of any scale-back will be final.

  • 5.6 Please note that you will not be able to withdraw or revoke your Application once it is submitted. By completing and returning your Application Form you accept the risk that the market price of Shares may change between the date on which you send in your Application Form and the issue date of the new Shares.

  • 5.7 By completing and returning the Application Form to Portland with accompanying application monies you:

  • (1) warrant that you are an Eligible Shareholder;

  • (2) warrant and certify that you have not applied for Shares with an aggregate application price in excess of $5,000 under the SPP and any similar arrangement instituted by the Company in the 12 months before your Application;

  • (3) agree that your Application is made on these Terms and Conditions and those set out in the Application Form;

  • (4) authorise Portland and its officers to correct any error in, or omission from, your Application Form and to complete your Application Form by the insertion of any missing details; and

  • (5) acknowledge that neither Portland, nor any of its personnel, agents or advisers, has, or will be taken to have, provided you with any recommendation or investment advice, or financial product advice in relation to Shares or the SPP, and nor do any of them have any obligation to do so. You are encouraged to seek your own independent professional advice in relation to the SPP.

6. Issue of Shares

  • 6.1 If you have validly applied for Shares under the SPP, Portland may issue Shares to you under the SPP as soon as practicable after the Closing Date, and will promptly apply for those Shares to be quoted on the ASX.

  • 6.2 Portland will send you a holding statement or confirmation advice in respect of the Shares issued to you under the SPP after the issue of Shares to you within the time required by the ASX Listing Rules.

  • 6.3 Shares issued to you under the SPP will rank equally with all other Shares quoted on ASX at the date of allotment of Shares under the SPP ( Other Shares ) and will carry the same voting rights, dividend rights and other entitlements as those Other Shares.

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7. Amendment of the SPP and discretion

  • 7.1 Subject to the Corporations Act 2001 and the ASX Listing Rules, the directors of Portland may, in their absolute discretion, amend or terminate the SPP (including these Terms and Conditions) at any time (including, without limitation, by extending the Closing Date). Portland will notify ASX of any amendment or termination of the SPP, and post a notice on Portland’s website (www.pldortho.com). Failure to notify shareholders of a change to, or termination of, the SPP or the Terms and Conditions, or the non-receipt of notice by a shareholder, will not invalidate the amendment or termination.

8. Administration and dispute resolution

  • 8.1 Portland will administer the SPP consistent with Australian Securities & Investments Commission Class Order CO 02/831 and all applicable laws and efficient administrative practices. Portland may adopt any administrative procedures it thinks appropriate in relation to the SPP.

  • 8.2 Portland also reserves the right to waive strict compliance with these Terms and Conditions. Any powers or discretions of Portland may be exercised by the Directors of Portland or any delegate of them.

  • 8.3 Portland may determine, in any manner it thinks fit, any anomalies or disputes that may arise under or in connection with the operation of the SPP, whether generally or in relation to any participant or class of participants, offer, acceptance or Shares. The decision of Portland will be conclusive and binding on all participants under the SPP and other persons to whom the determination relates.

  • 8.4 These Terms and Conditions are governed by the laws in force in New South Wales from time to time.

9. Notices and further information

  • 9.1 Notices and statements to you may be given in any manner determined by Portland.

  • 9.2 If you have any questions about the SPP, the Terms and Conditions or how to make an application, please call 1300 798 197.

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Please return completed form to:

Computershare Investor Services Pty Limited GPO Box 253 Sydney NSW 2001 Australia Enquiries 1300 798 197 Facsimile 61 3 9415 4836 [email protected] www.computershare.com

Securityholder Reference Number (SRN)

000001000 1301011221012102012221332120133322113 PLD MR JOHN SAMPLE FLAT 123 SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN VIC 3030

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Entitlement Number: Record Date: 11 March 2008 Offer Closes: 5.00pm (Sydney time) 9 April 2008

ShARE PuRChASE PLAN APPLICATION FORm

IMPORTANT:

This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this form please consult a professional adviser.

Pursuant to the terms and conditions of the Portland Orthopaedics Limited Share Purchase Plan (SPP) dated 29 February 2008, enclosed with this application form Portland Orthopaedics Limited is offering eligible shareholders the opportunity to purchase Shares up to a maximum value of A$5,000.00 per eligible shareholder, subject to a minimum application of A$500.00.

If you do not wish to purchase additional shares under this offer there is no need to take action and you may not transfer your entitlement under the SPP.

By making your payment, you agree to be bound by the Terms and Conditions of the SPP and agree that the submission of this payment constitutes an irrevocable offer to you by Portland Orthopaedics Limited to subscribe for shares in the SPP. In addition, by submitting this Application Form you certify that the aggregate of the application price paid by you for:

  • l the shares the subject of this Application Form; and

  • l any other shares and interests in the class applied for by you under the Share Purchase Plan or any similar arrangement in the 12 months prior to the date of submission of this Application Slip, does not exceed $5,000.

METHOD OF ACCEPTANCE

You can apply for shares and make your payment either by BPAY, Cheque or money order. Portland Orthopaedics Limited reserves the right, to amend or vary the terms and conditions or to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible securityholders even where Portland Orthopaedics Limited does not notify you of that event.

No Signature is required

Applications can only be accepted in the name printed on this form

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Paperclip cheque(s) here. Do not staple.

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----- Start of picture text -----

Please see overleaf for Payment Options Biller Code:
Ref No:
If paying by BPAY you do
66,667 33,334 6,667 not need to return this form
shares for or shares for or shares for
I/We wish to purchase: A$5000.00 A$2500.00 A$500.00
The SPP may be subject to scale-back in accordance with the terms of the SPP.
Payment Details
Drawer Cheque number BSB number Account number Cheque amount
A$
Make your cheque, bank draft or money order payable to ‘Portland Orthopaedics Ltd - Shares Issue Account’
Contact Details
Please provide your contact details in case we need to speak to you about this slip
Name of contact person Contact person’s daytime telephone number
( )
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How to accept the Share Purchase Plan

Payment Details

You can apply for shares by utilising the payment options detailed below. There is no requirement to return this Form if you are paying by BPA Y. By making your payment using either electronic means or by cheque, bank draft or money order, you confirm that you agree to the terms and conditions of the SPP as enclosed with this form.

Your cheque, bank draft or money order payable to ‘Portland Orthopaedics Ltd - Shares Issue Account’ in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian branch of a financial institution. Please ensure you submit the correct amount. Complete cheque details in the boxes provided.

If paying by cheque, return the Application Form and Cheque, Bank Draft or money order in the envelope provided.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Share Purchase Plan Application Form where indicated. Cash will not be accepted. A receipt for payment will not be forwarded.

Contact Details

Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding this form.

Lodgement of Application

If you are applying for shares and your payment is being made by BPAY, you do not need to return this form. Your payment must be received by no later than 5.00pm (Sydney time) 9 April 2008. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to BPAY, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

If you are paying by cheque, bank draft or money order, your Application Slip must be received by Computershare Investor Services Pty Limited (CIS) by no later than 5.00pm (Sydney time) 9 April 2008. You should allow sufficient time for this to occur. A reply paid envelope is enclosed. Return your Application Slip with cheque, bank draft or money order attached.

Neither CIS nor the Portland Orthopaedics Limited accepts any responsibility if you lodge the Application Form at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or E-mail [email protected]

If you have any enquiries concerning this form or your entitlement, please contact CIS on1300 798 197.

This form may not be used to notify your change of address. For information, please contact CIS on 1300 798 197 or visit www.computershare.com (issuer sponsored holders only).

CHESS holders must contact their Controlling Participant to notify a change of address

Payment Options:

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Biller Code: Ref No: Telephone & Internet Banking – BPAY

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au

You must check the processing cut-off time for BPAY transactions with your bank, credit union or building society as it may be earlier than 5.00pm (Sydney time) on 9 April 2008.

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By Mail Portland Orthopaedics Limited Computershare Investor Services Pty Limited Entitlement Number: GPO BOX 253, Sydney, NSW Australia 2001

SAMPLE CUSTOMER SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN TAS 7000

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Announcement

Portland Orthopaedics Resets Price on Share Purchase Plan

Funds to boost US and Australian sales expansion

11 March 2008, Sydney: Portland Orthopaedics Limited (ASX: PLD) has reset the price for new shares under the Share Purchase Plan ( “SPP”) it announced on the 29 February 2008. For shareholders at the record date, 11 March 2008, new shares under the SPP will be issued at 7.5 cents per share, 14% discount to the closing share price on 10 March 2008, an 18% discount to the 5 day average closing share price on 10 March 2008 and a 20% discount to the 5 day volume weighted average price (5 day VWAP).

Amounts will be rounded up to the nearest share.

The date of commencement of the SPP is 12[th] March 2008. The closing date is 9th April 2008. Information and documents to enable take-up, will be mailed to all shareholders on the 12[th] of March 2008.

Portland CEO John Brassil said, “This is a unique opportunity for loyal shareholders to take advantage of market conditions and the current undervaluing of the stock to achieve an exposure that I am confident will return to them a mid to long term profit. I encourage shareholders to read recent investor announcements. The funds raised in the SPP will support further investment in inventory to enable the projected rapid sales growth in Australia and the USA.”

Portland Chairman, John Lee said “I encourage shareholders to read the documents they receive carefully and if they have any questions to speak to the company, their personal advisors or to Computershare.”

Enquiries:

John Brassil John Lee managing Director Chairman Portland Orthopaedics Portland Orthopaedics 02 9700 1533 0419 407 191

phone: + 61 2 9700 1533 Fax: + 61 2 9666 8544 Web: www.portland-orthopaedics.com Post: Unit 3, 44 McCauley St Matraville 2033 ABN: 92 082 839 992

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