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ORA BANDA MINING LTD — Capital/Financing Update 2005
Nov 27, 2005
65475_rns_2005-11-27_1fe19d99-542a-422c-9892-42be09bbeb6b.pdf
Capital/Financing Update
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MONARCH RESOURCES LIMITED
28 Ventnor Avenue, West Perth. Western Australia 6005 Telephone: 61-8 9481 6422 Facsimile: 61-8 9481 6433
28 November 2005
Manager Announcements Company Announcements Office Australian Stock Exchange Limited Level 4 20 Bridge Street SYDNEY NSW 2000
Dear Sir/Madam
SHARE PLACEMENT
The directors of Monarch Resources Limited (Company) are pleased to advise that the Company has raised \$2.175 million through a private share placement to institutional and sophisticated investors of 7,250,000 shares at an issue price of 30 cents per share. These funds will be used as part of the first purchase instalment for the acquisition of the Davyhurst gold project.
The placement was made pursuant to the share placement facility approved by shareholders at the annual general meeting of the Company held on 25 November 2005 and ASX Listing Rule $7.1$
We also advise that in accordance with the ordinary resolutions approved by shareholders at the annual general meeting, 3,100,000 unlisted options have been granted to two directors of the Company. A further 2,000,000 unlisted options have been granted to the Company Secretary of the Company.
In accordance with ASX Listing Rule 3.10.5, please find enclosed an Appendix 3B in relation to the share placement and the grant of options.
Notice given under Section 708A(5) of the Corporations Act
This notice is given by the Company under section $708A(5)(e)$ of the Corporations Act in relation to an issue of ordinary fully paid shares by the Company without disclosure to investors under Part 6D.2 of the Corporations Act.
As at the date of this notice, the Company has complied with:
- the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and $(a)$
- section 674 of the Corporations Act. (b)
The Company confirms that, as at the date of this notice, there is no information that:
has been excluded from a continuous disclosure notice given to ASX in accordance with $(a)$ the ASX Listing Rules; and
- investors and their professional advisers would reasonably require for the purpose of $(b)$ making an informed assessment of:
- (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and
- (ii) the rights and liabilities attaching to ordinary fully paid shares,
to the extent to which it would be reasonable for investors and their professional advisers to expect to find such information in a disclosure document.
Yours faithfully
Frank Campagna Company Secretary
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement. application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 17796. Origin: Appendix 5. Amended 17798, 17999, 1772000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
Monarch Resources Limited
ABN
69 100 038 266
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
- +Class of +securities issued or to be issued $\mathbf{1}$
- Fully paid shares $(i)$
- (ii) Options over fully paid shares
Ordinary fully paid shares
Number of +securities issued or to be issued (if known) $\overline{2}$ or maximum number which may be issued
$(i)$ 7,250,000 $(ii)$ 5,100,000
- 3 Principal terms of the *securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)
- 2010
- $\boldsymbol{\Lambda}$ Do the *securities rank equally in all respects from the date of allotment with an existing "class of quoted *securities?
If the additional securities do not rank equally, please state:
- the date from which they do $\bullet$
- the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
- the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
- 5 Issue price or consideration
$\left( i\right)$ Yes
$(i)$
(ii) No. Shares issued as a result of the exercise of the options will rank equally with ordinary fully paid shares as from the date of allotment of the shares.
(ii) Options over fully paid shares exercisable
at 20 cents each on or before 30 September
30 cents per share $(i)$ $(ii)$ Nil
+ See chapter 19 for defined terms.
- Purpose of the issue 6 (If issued as consideration for the acquisition of assets.) clearly identify those assets)
- Dates of entering +securities into uncertificated holdings $\overline{\tau}$ $\vert$ (i) or despatch of certificates
- $\overline{a}$ Share placement to raise funds for first purchase instalment for the Davyhurst gold project.
- $(ii)$ Issue of options to directors and consultants.
28 November 2005
| (ii) 28 November 2005 |
||||
|---|---|---|---|---|
| Number | Class | |||
| 56,222,877 Ordinary fully paid shares 18,705,250 Options (31.07.06) |
- $8\,$ Number and *class of all *securities quoted on ASX (including the securities in clause 2 if applicable)
- $\overline{9}$ Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)
| Number | Class |
|---|---|
| 5,100,000 | Options (30.09.10) |
$10$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
- $11$ Is security holder approval required?
- $12$ Is the issue renounceable or non-renounceable?
- 13 Ratio in which the *securities will be offered
- +Class of +securities to which the offer relates $14$
- +Record date to determine entitlements 15
- 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
- $17$ Policy for deciding entitlements in relation to fractions
- 18 Names of countries in which the entity has *security holders who will not be sent new issue documents Note: Security holders must be told how their emitlements are to be dealt with. Cross reference: rule 7.7.
The Company does not presently have a formal dividend policy.
+ See chapter 19 for defined terms.
- 19 Closing date for receipt of acceptances or renunciations
- 20 Names of any underwriters
- 21 Amount of any underwriting fee or commission
- 22 Names of any brokers to the issue
- 23 Fee or commission payable to the broker to the issue
- 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders
- 25 If the issue is contingent on *security holders' approval, the date of the meeting
- 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
- 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
- 28 Date rights trading will begin (if applicable)
- Date rights trading will end (if applicable) 29
- 30 How do *security holders sell their entitlements in full through a broker?
- 31 How do *security holders sell part of their entitlements through a broker and accept for the balance?
- 32 How do *security holders dispose of their entitlements (except by sale through a broker)?
- 33 +Despatch date
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
- 34 Type of securities (tick one)
- $(a)$ Securities described in Part 1 ☑
- All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
$(b)$
+ See chapter 19 for defined terms.
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
| 35 | If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders |
|---|---|
| 36 | If the "securities are "equity securities, a distribution schedule of the additional "securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ $100,001$ and over |
| 37 | A copy of any trust deed for the additional *securities |
Entities that have ticked box 34(b)
- Number of securities for which $\dagger$ quotation is sought 38
- 39 Class of $+$ securities for which quotation is sought
- Do the $+$ securities rank equally in all respects from the 40 date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state:
- the date from which they do $\mathbf{A}$
- the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
- the extent to which they do not rank equally, other $\bullet$ than in relation to the next dividend, distribution or interest payment
- $41$ Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another security, clearly identify that other security)
42 Number and *class of all *securities quoted on ASX (including the securities in clause 38)

| Number | + Class |
|---|---|
$+$ See chapter 19 for defined terms.
Quotation agreement
- $\mathbf{1}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
- $21$ We warrant the following to ASX.
- The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
- There is no reason why those *securities should not be granted *quotation.
- An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
- Section 724 or section 1016E of the Corporations Act does not apply to any applications received $\bullet$ by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
- If we are a trust, we warrant that no person has the right to return the *securities to be quoted under $\bullet$ section 1019B of the Corporations Act at the time that we request that the "securities be quoted.
- We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense $3.$ arising from or connected with any breach of the warranties in this agreement.
- $41$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before "quotation of the "securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: Frank Campagna (Director/Company secretary) Date: 28 November 2005
Print name: FRANK CAMPAGNA
==
+ See chapter 19 for defined terms.