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ORA BANDA MINING LTD Capital/Financing Update 2004

Jul 18, 2004

65475_rns_2004-07-18_61f9a9c0-0bab-4094-8298-16724da1438a.pdf

Capital/Financing Update

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MONARCH RESOURCES LIMITED

62 Colin Street, West Perth, Western Australia 6005 Telephone: 61-8 9481 6422 Facsimile: 61-8 9481 6433

19 July 2004

Manager Announcements Company Announcements Office Australian Stock Exchange Limited Level 4 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

SHARE PURCHASE PLAN

Monarch Resources Limited (Company) is pleased to announce the adoption of a Share Purchase Plan to be offered to shareholders of the Company.

The Share Purchase Plan offers shareholders the opportunity to purchase up to \$5,000 worth of Shares in the Company at a price of 16 cents per Share, being a 20% discount to the average market price of shares over the last 5 days on which sales in the shares were recorded before the date of this announcement.

In the event that all shareholders subscribed for the maximum number of Shares offered under the Share Purchase Plan, the Company would issue approximately 10,000,000 Shares. If there is a shortfall, the Company proposes to issue further Shares by a placement, such that the Shares subscribed for under the Share Purchase Plan and the placement will be at least a total of $6,400,000$ Shares, raising \$1,024,000 (before the costs of the issue).

In addition, the Company is considering making an Options issue to those shareholders who subscribe under the Share Purchase Plan on the basis of 1 Option for every 2 Shares subscribed for, subject to shareholders approving the issue of the Options in general meeting and the Company issuing a prospectus in respect of the issue of the Options.

Details of the terms and conditions of the Share Purchase Plan are attached.

The Company is currently preparing a notice of meeting to seek shareholder approval for the issue of up to 5,000,000 Options (to be on the same terms as the listed Options of the Company currently on issue) to shareholders who subscribe under the Share Purchase Plan. The notice of meeting will also set out details of the placement of any Shares for the shortfall under the Share Purchase Plan.

Yours faithfully

FRANK CAMPAGNA Company Secretary

MONARCH RESOURCES LIMITED

62 Colin Street, West Perth, Western Australia 6005 Telephone: 61-8 9481 6422 Facsimile: 61-8 9481 6433

19 July 2004

Dear Shareholder

INVITATION TO PARTICIPATE IN SHAREHOLDER SHARE PURCHASE PLAN

The Board of Directors of Monarch Resources Limited (Monarch or Company) has approved the introduction of a Shareholder Share Purchase Plan (Plan). The Plan entitles Eligible Shareholders in the Company, irrespective of the size of their shareholding, to purchase up to \$5,000 worth of ordinary fully paid shares in the Company (Shares) at 16 cents per Share (Offer).

The Company also proposes to make an issue of 1 Option for every 2 Shares subscribed for under the Plan (Proposed Options Offer), subject to obtaining shareholder approval for the issue of the Options and the issue of a prospectus in respect of the Options. However, the Company reserves the right not to make the Proposed Options Offer. Accordingly, the Company does not guarantee that those shareholders who subscribe for Shares under the Plan will receive any Options. The issue of Shares to shareholders who accept the Offer under the Plan will not be conditional upon the Proposed Options Offer.

The issue price of 16 cents per Share represents a 20% discount to the average market price of the Company's shares on the ASX during the 5 trading days immediately prior to the date of announcement of this Offer, and is free of any brokerage or commission.

In introducing the Plan, the Company is mindful of the number of shareholders who may no longer hold a marketable parcel of shares. The Plan provides these shareholders in particular with the opportunity to hold an economic parcel of shares in the Company.

Share purchase plan

The Board is pleased to offer to all Eligible Shareholders an opportunity to participate in the Plan. Details of the Offer are set out in this letter and the enclosed terms and conditions together with an Entitlement and Acceptance Form.

The average closing market price of Monarch's Shares traded on the ASX during the 5 trading days immediately prior to the date of this Offer was 20 cents.

Shareholders eligible to participate in the Plan

The right to participate in the Offer under the Plan is available exclusively to shareholders who are registered as holders of Shares in Monarch as at 5.00 p.m. (WST) on the record date of 19 July 2004 and whose registered address is in Australia (Eligible Shareholders).

Use of Funds

The funds raised under the Plan will be used by the Company for ongoing exploration activities on existing mineral tenements, the review of other resources projects in which the Company may participate and for general working capital purposes.

Subscription and application procedure

If you would like to participate in the Offer, please return your completed Entitlement and Acceptance Form (enclosed), together with your cheque for the purchase price for the number of Shares you wish to acquire, on or before the closing date of 5.00 p.m. (WST) on 12 August 2004. No late applications will be accepted.

Please note that the maximum investment per shareholder is \$5,000 (being 31,250 Shares) and the minimum investment is \$1,000 (being 6,250 Shares). The maximum investment any shareholder may apply for will remain \$5,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account).

Additional information and important dates

The Offer cannot be transferred and the directors of the Company reserve the right to reject any application over \$5,000. Shares allotted under the Plan will be issued no later than 3 business days after the closing date of the Offer. Application for quotation on the ASX of the new Shares will be made immediately following the issue of those Shares.

This Offer under the Plan is limited to 10,000,000 Shares. The directors reserve the right to accept oversubscriptions although in the event that oversubscriptions are received, the Directors may in their absolute discretion, scale back all applications on a pro-rata basis to 10,000,000 Shares.

If the Company rejects or partially rejects an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.

On the trading day immediately prior to the date of the Offer, the last closing price of the Shares traded on ASX was 20 cents. The market price of the Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are allotted to you as a result of your acceptance of this Offer. This means that the subscription price you pay for the Shares may exceed the market price at the date of allotment of Shares under this Offer. The Board recommends that you obtain your own financial advice in relation to the Offer and consider price movements of Shares in the Company prior to accepting this Offer.

Terms and conditions of Options

The Options that the Company may issue if shareholder approval is obtained, will have an exercise price of 20 cents and will expire on 31 July 2006. If the Options are issued, the Company intends to apply for quotation of the Options in accordance with the terms of the notice of meeting to be forwarded to Shareholders shortly. The terms and conditions of the Options will be detailed in full in the notice of meeting.

Shortfall placement

If less than 10,000,000 Shares are applied for pursuant to this Offer, the shortfall may be placed at the discretion of the Directors, provided that the total number of Shares under the Plan and the placement does not exceed 6,400,000 Shares.

$\bf ASX$

The ASX Listing Rules provide an exception to Listing Rule 7.1 which effectively permits the Company to issue to Eligible Shareholders the Shares made under this Offer without shareholder approval. A similar exception from Listing Rule 10.11 permits the Company to issue Shares under the Plan to the directors of the Company (and their controlled entities) in their capacity as Eligible Shareholders, without shareholder approval.

Indicative timetable

Announcement of Plan 19 July 2004
Record Date (5.00 p.m. WST) 19 July 2004
Opening date of Offer 22 July 2004
Closing date of Offer 12 August 2004
Issue of Shares under the Plan 16 August 2004
Despatch date for holding statements 16 August 2004
Quotation of Shares on ASX 18 August 2004

These dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, shareholders are encouraged to submit their Entitlement and Acceptance Forms as early as possible.

Holders of small parcels of Shares

A marketable parcel is defined by the ASX as a parcel of securities with a market value of less than \$500. You will appreciate that the Company incurs considerable costs to administer shareholdings and in providing annual reports, notices of meetings and other information to its shareholders. In the case of small holdings, these expenses often outweigh the value of the Shares.

In order to reduce these costs, the Company may in the future, seek to sell the Shares held by holders of non-marketable parcels. Holders of small parcels of Shares would be provided with full details of their rights and obligations prior to the Company proceeding with such a course of action.

If you wish to participate in the Share Purchase Plan please ensure that you return the completed Entitlement and Acceptance Form prior to the closing date of the Offer.

Should you wish to discuss any information contained in this letter further, do not hesitate to contact the Company's share registry, Computershare Investor Services Pty Ltd on 1300 557 010 or Monarch's Company Secretary, Mr Frank Campagna.

Yours faithfully

Colin Smith Chairman Monarch Resources Limited

MONARCH RESOURCES LIMITED

SHARE PURCHASE PLAN - TERMS AND CONDITIONS

Purnose

The purpose of the Share Purchase Plan (Plan) is to offer shareholders of Monarch Resources Limited (Monarch) the opportunity to acquire additional fully paid ordinary shares in the Company (Monarch Shares) up to a maximum of \$5,000 in any 12 month period, at a discount to the market price of ordinary Shares in Monarch on the financial market operated by Australian Stock Exchange Limited (ASX), without the need to pay brokerage costs and without the need for Monarch to issue a prospectus, upon such terms and conditions as the board of directors of Monarch, in its absolute discretion, sees fit.

Shareholders eligible to participate

Eligible shareholders of Monarch that are registered with an Australian address at the relevant record date may participate in the Plan. Due to foreign securities laws, it is not practical for shareholders resident in other countries to be offered the opportunity to participate in the Plan.

Participation in the Plan is optional and is subject to these terms and conditions. Offers made under the Plan are not renounceable (i.e. eligible shareholders may not transfer their rights to any Monarch Shares offered under the Plan).

An offer may, at the discretion of the directors of Monarch, be made under the Plan once a year. The maximum amount which any shareholder may subscribe for in any consecutive 12 month period is \$5,000. The directors of Monarch may also determine in their discretion the minimum amount for participation, the multiple of Monarch Shares to be offered under the Plan and the period the offer is available to eligible shareholders.

Price of Monarch Shares

The price of Monarch Shares to be issued under the Plan will be a price per share being equal to a 20% discount to the average market price of Monarch Shares quoted on ASX during the period of 5 trading days immediately prior to the date of the Offer.

Applications and notices

At the discretion of the directors of Monarch, Monarch will send eligible shareholders a letter of offer and acceptance procedures, inviting them to subscribe for Monarch Shares under the Plan, and accompanied by the terms and conditions of the Plan and an entitlement and acceptance form. Applications will not be accepted after the closing date of an offer. Over subscriptions to an offer may be refunded without interest.

Notices and statements made by Monarch to participants may be given in any manner prescribed by its Constitution.

Underwriting

An Offer may be underwritten and the underwriters

and/or sub-underwriters may be issued with Monarch Shares pursuant to the Plan, where one or more of the eligible shareholders fail to subscribe for the maximum number of shares available to them under the Offer. The Company may pay a commission to underwriters.

Issue of Monarch Shares

Monarch Shares to be issued under the Plan will be issued as soon as reasonably practicable after the closing date specified by Monarch in the relevant offer.

Monarch Shares issued under the Plan will rank equally in all respects with all other fully paid ordinary shares in Monarch from the date of issue.

Shareholding statements or CHESS notifications will be issued in respect of all Monarch Shares issued under the Plan. Monarch will, promptly after the issue of Monarch Shares under the Plan, make application for those Monarch Shares to be listed for quotation on the official list of ASX.

Modification and termination of the Plan

Monarch may modify or terminate the Plan at any time.

Monarch will notify ASX of any modification to, or termination of, the Plan. The omission to give notice of any modification to, or termination of, the Plan or the failure of ASX to receive such notice will not invalidate the modification or termination.

Without limiting the above, Monarch may issue to any person fewer Monarch Shares than the person applied for under the Plan if the issue of the Monarch Shares applied for would contravene any applicable law or the Listing Rules of ASX.

Dispute resolution

Monarch may, in any manner it thinks fit, settle any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Plan, whether generally or in relation to any participant, application or Monarch Shares. The decision of Monarch in this respect will be conclusive and binding on all shareholders and other persons to whom that determination relates.

Monarch reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of Monarch under these conditions may be exercised by the directors of Monarch or any delegate of the directors of Monarch.

Ouestions and contact details

If you have any questions regarding the Share Purchase Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or Monarch's share registry, Computershare Investor Services Pty Ltd on 1300 557 010.

MONARCH RESOURCES LIMITED ABN 69 100 038 266

SHAREHOLDER SHARE PURCHASE PLAN - ENTITLEMENT AND ACCEPTANCE FORM OFFER CLOSES 5.00 P.M. (WST) ON 12 AUGUST 2004

$...$ DPID $...$

< BARCODE OF SRN / HIN > Record Date: 5.00 p.m. (WST) on 19 July 2004 Holder Identification Number (HIN): X0000000000

This is an offer to eligible shareholder to subscribe for additional shares in Monarch Resources Limited (Monarch) under the terms and conditions of the Monarch Shareholder Share Purchase Plan (the Plan) accompanying this form.

  • The maximum subscription you can make is \$5,000.
  • The minimum subscription you can make is \$1,000.
  • You can purchase any number of new shares between the maximum and minimum. However, the number of Monarch shares offered under the Plan is limited. The directors reserve the right to accept oversubscriptions although in the event that oversubscriptions are received, the directors may, in their absolute discretion, scale-back all applications on a pro-rata basis to a minimum of 31,250 Shares.

The price for each Monarch Share is 16 cents per Share, being equal to a 20% discount to the average market price of the Company's shares on the ASX during the 5 trading days immediately prior to the closing date of the Offer (Purchase Price).

The market price of shares in Monarch may rise or fall between the date of this offer and the date that the shares are allotted to you. This means that the subscription price you pay for the shares may exceed the market price of the shares at the date of allotment of the shares under this offer. We recommend that you obtain your own financial advice in relation to this offer and consider price movements of shares in Monarch prior to accepting this offer.

The maximum subscription for each shareholder will apply even if a shareholder received more than one offer (whether in respect of a joint holding or because the shareholder has more than one holding under separate share accounts). Monarch reserves the right to reject any application where this rule has not been complied with.

By accepting the Offer you agree to be bound by the terms and conditions of the Monarch Shareholder Share Purchase Plan and the constitution of Monarch Resources Limited.

APPLICATION FOR SHARES

I/we being the above mentioned, being registered as ordinary shareholder(s) in Monarch Resources Limited as at the record date, do hereby apply for the number of ordinary shares in Monarch Resources Limited as indicated below at the Purchase Price per share, issued in accordance with the terms and conditions of the Monarch Resources Limited Shareholder Share Purchase Plan. 1/we confirm that the total cost of shares purchased by us (including through joint holding(s), multiple share accounts or any holding in which I/we have a beneficial interest(s) does not exceed \$5,000 in accordance with the Applicants Certification and Confirmation.

To participate in the Shareholder Share Purchase Plan, shareholders must select only one of the following two options. Please mark the selected box.

MAXIMUM APPEICATION

SELECTED AMOUNT - PLEASE COMPLETE

.................................. shares at 16 cents each (minimum of 6,250 shares)

Please complete the following cheque payment details:

OR

31, 250 shares (\$5,000)

Drawer Bank Branch or BSB Amount

Cheques should be made payable to "Monarch Resources Limited Share Purchase Plan Account" and crossed "Not Negotiable".

Telephone number where we may contact you during business hours. (.......) _________________________

Contact Name: __________

OFFER CLOSES 5.00 P.M. (WST) ON 12 AUGUST 2004

  • By lodging this Entitlement and Acceptance Form you certify that the aggregate of the application price for the following does 1 not exceed \$5,000:
  • (a) the Monarch ordinary shares that are the subject of this application; and
  • (b) any other Monarch ordinary shares applied for by you under the Plan (or any similar arrangement in the 12 months prior to the application), whether:
    • in your own right, or
    • jointly with one or more persons, or
    • in your capacity as a beneficiary (as defined below),

but not including in your capacity as a trustee or nominee where it is expressly noted on Monarch's register of members that your shareholding is held on account of another person.

If 2 or more persons are recorded in the register of members as jointly holding the Monarch shares to which this entitlement relates, they are taken to be a single registered holder and this certificate given by any of them is taken to be given by all of them.

If a trustee or nominee is expressly noted on Monarch's register of members as holding the shares to which this entitlement relates on account of another person (the "beneficiary"), this certification and confirmation is taken to be given by the beneficiary in respect of him/her/itself (and not the trustee or nominee).

$2.$ By lodging this form with your cheque you confirm that you have read, understood and agreed to the terms and conditions of the Plan.

Kingdo

  • The terms and conditions of the Shareholder Share Purchase Plan accompanying this form should be read carefully.
  • No priority will be afforded to applications on the basis of the date of receipt of such applications.
  • Payments may only be made by cheque or bank draft in Australian dollars and drawn on an Australian branch of a financial institution.
  • Cheques or bank drafts are to be made payable to: "Monarch Resources Limited Share Purchase Plan Account" and crossed with "Not Negotiable".
  • Cheques will be deposited on their day of receipt. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Receipts for payment will not be issued.
  • Cash payments will not be accepted via the mail.
  • If you wish to accept this offer please return this Entitlement and Acceptance Form duly completed together with a cheque for the subscription amount, in the envelope provided, by 5.00 p.m. (WST) on 12 August 2004.
  • Monarch Resources Limited may reject an acceptance of this offer, in its absolute discretion, if this form is not completed in accordance with this offer, is incomplete or if the exact amount payable is not tendered with this form.

Receipt by Monarch Resources Limited of this form duly completed, together with the full subscription amount, will constitute acceptance in accordance with the terms and conditions of the Shareholder Share Purchase Plan and the constitution of Monarch Resources Limited by the shareholder named on this form. A signature on this form is not required.

This offer is not renounceable and as such may only be transferred after the shares are allotted.

QUESTIONS AND CONTACT DETAILS

If you have any questions regarding the Share Purchase Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or Monarch's share registry, Computershare Investors Services Pty Ltd on (1300 557 010.

Addresses:

By Post By Hand
Computershare Investor Services Pty Ltd Computershare Investor Services Pty Ltd
GPO Box D182 Level 2 45 St. George's Terrace
Perth WA 6840 - Perth WA 6000

Return this form and cheque in the enclosed business reply paid envelope provided.