ORA BANDA MINING LTD — Capital/Financing Update 2008

Mar 17, 2008

18 March 2008

Manager Announcements Company Announcements Office ASX Limited Level 4 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

MONARCH RAISING UP TO \$13.4M TO DRIVE DEVELOPMENT

Attached are the following:

• 1. a Media Release in regard to the above;
• 1. a Chairman's letter to Shareholders;
• 1. an Entitlement Issue Prospectus for a pro-rata renounceable rights issue; and
• 1. an Appendix 3B.

Yours sincerely

Patrick McCole Company Secretary

MEDIA RELEASE 18 March 2008

MONARCH RAISING UP TO \$13.4M TO DRIVE DEVELOPMENT

Monarch Gold (ASX: MON) will raise up to \$13.4 million through a share rights issue, to support the increasing production at the Riverina and Davyhurst Projects and its ongoing exploration program.

Monarch is seeking to raise the funds through the offer of a renounceable rights issue of approximately 29.9 million shares, on the basis of one share for every six shares held at an issue price of \$0.45 per share. The rights issue is not underwritten.

The Company will today release a Prospectus for the Entitlements Issue detailing the offer, which closes on 21 April 2008. The offer will apply to eligible shareholder as of 25 March 2008.

Monarch Chairman Michael Kiernan said the share rights issue provided an opportunity for shareholders to further participate in the next stage of development for Monarch, as it ramped up production at Davyhurst and commenced activity at Mount Magnet.

"Monarch will take possession of Mount Magnet in April, and have in place an immediate exploration program across the tenement package to establish priority targets within the known areas of mineralisation," Mr Kiernan said.

Mr Kiernan added Monarch has been through a tough time in developing its operations and expect to be cashflow positive from the Davyhurst operation in April 2008.

"With no bank debt, a strengthening gold price and unhedged production, Monarch is well placed to deliver value for shareholders.

"The Company has also been actively developing its Kalgoorlie gold projects and ramping up production at Davyhurst with a revised mine plan to increase production and drive down costs.

"We have an \$11 million exploration program in place across our Goldfields and Mount Magnet tenements to drive long term value for shareholders," he said.

For further information, please contact:

Michael Kiernan Warrick Hazeldine Chairman - Monarch Gold Purple Communications Tel: 08 9481 6422 Tel: +61 (0)8 9485 1254

Mob: 0417 944 616

Background

The Company has a resource base of more than five million ounces, three state-of-the-art gold treatment plants (Davyhurst, Minjar and Mt Magnet), and has dominant ground positions in the prolific gold mining region to the north-west of Kalgoorlie.

Monarch now has the largest Australian-controlled ground position in the Kalgoorlie region and an expanded footprint in the Mount Magnet region.

Monarch remains firmly on track with its production targets, with mining commenced at the Davyhurst and Mt Ida projects.

Growth Strategy

Monarch's growth strategy is focused on four potential production centres in Western Australia:

Davyhurst - gold resources of over 1.5 million ounces within a 2,000 sq km tenement package and 1.2mtpa gold processing facility (+1.2Moz historic production). First bullion was poured in August 2007.

Riverina Project - indicated and inferred gold resources totalling 200,000oz. A new resource estimate is currently being developed following extensive confirmatory and extentional drilling done by Monarch over the last six months.

Mt Ida - resources are stated as 143,000t at 24.0 g/t containing 110,650oz of gold within four areas - the Baldock, Whinnen, Meteor and Timoni deposits. Monarch commenced mining gold in July 2007.

Minjar - gold resources of over 400,000oz within a 1,722 sq km tenement package and 600,000tpa gold processing facility (+120,000oz historic production)

Bellevue - gold resources of 120,000oz associated with the historic Bellevue Gold Mine, one of WA's premier gold operations (750,000oz historic production)

Mt Magnet – gold resource of 2.7 million ounces, a ground package of 330 tenements covering approximately 1,100 square kilometres and a 2.7mtpa capacity gold processing facility (+10 million ounces of current resources and past production).

Monarch's strategy has been to capture opportunities for the consolidation of gold development assets which have not in the past realised their full potential, either due to a lack of capital or to limited exploration.

For further information visit: www.monarchgold.com.au

So far as it relates to ore and mineralisation, this report is based on information compiled by John Davis, who is a Member of the Australian Institute of Mining and Metallurgy and the Australian Institute of Geoscientist. Mr Davis has sufficient experience which is relevant to the style of the mineralisation and type of deposit under consideration and to the activity which he is undertaking, to quality as a Competent Persons as defined in the 2004 Edition of the Australasian Code for Reporting for Exploration Results, Minerals Resources and Ore Reserves. Mr Davis is a full time employee of the Company. This report accurately reflects the information complied by Mr Davis. Mr Davis has consented to the inclusion of this information in the form and context in which is appears in this report.

Monarch Gold Mining Company Projects

MONARCH GOLD MINING COMPANY LIMITED ABN 69 100 038 266

ENTITLEMENT ISSUE PROSPECTUS

For a pro-rata renounceable rights issue of approximately 29,950,760 Shares on the basis of one (1) new Share for every six (6) Shares at an issue price of \$0.45 per Share to raise approximately \$13,477,842 (Entitlement Issue).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The securities offered by this Prospectus should be considered as speculative.

1.	SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES1
2.	CORPORATE DIRECTORY 3
3.	DETAILS OF THE OFFER4
4.	PURPOSE AND EFFECT OF THE OFFER8
5.	RIGHTS AND LIABILITIES ATTACHING TO THE SHARES 12
6.	RISK FACTORS14
7.	ADDITIONAL INFORMATION18
8.	AUTHORITY OF DIRECTORS 25
9.	DEFINITIONS26

1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

TIMETABLE AND IMPORTANT DATES

Lodgement of Prospectus with ASIC	18 March 2008
Last date to acquire shares on ASX to participate in Offer	25 March 2008
Ex Date – rights trading commences	26 March 2008
Record Date for determining Shareholder entitlements	1 April 2008
Prospectus despatched to Shareholders	7 April 2008
Rights trading ceases	14 April 2008
Closing Date of Offer	21 April 2008
Despatch date/Shares entered into shareholders security holdings	30 April 2008

* These dates are determined based upon the current expectations of the Directors and may be changed without notice.

IMPORTANT NOTES

Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisors.

This Prospectus is dated 18 March 2008 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.

The expiry date of the Prospectus is 17 April 2009 (Expiry Date). No securities will be allotted or issued on the basis of this Prospectus after the Expiry Date.

Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

ELECTRONIC PROSPECTUS

Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

2. CORPORATE DIRECTORY

Directors

Michael Laurence James Kiernan David James Humann Ian David Huitson Keith John Vuleta John Maxwell Davis Philip Peter Botsis

Company Secretary

Patrick McCole

Registered Office

Level 1 23 Ventnor Avenue WEST PERTH WA 6005

Telephone: (08) 9481 6422 Facsimile: (08) 9481 6433

Share Registry*

Computershare Investor Services Pty Ltd Level 2 45 St Georges Terrace PERTH WA 6000

Telephone: 1300 764 247 International: (+61 3) 9415 4873 Facsimile: (08) 9323 2033

Solicitors

Steinepreis Paganin Lawyers and Consultants Level 4, Next Building 16 Milligan Street PERTH WA 6000

Auditor*

PricewaterhouseCoopers QV1 250 St Georges Terrace PERTH WA 6000

* This party is included for information purposes only. It has not been involved in the preparation of this Prospectus.

3. DETAILS OF THE OFFER

3.1 Offer of Shares

The Offer is being made as a renounceable entitlement issue of one (1) new Share for every six (6) Shares held by Shareholders registered at 5.00pm (WST) on 1 April 2008 at an issue price of \$0.45 per Share.

Based on the capital structure of the Company (and assuming no existing Options are exercised prior to the Record Date), the maximum number of Shares to be issued pursuant to this Offer is approximately 29,950,760. The Offer will raise up to approximately \$13,477,842. The purpose of the Offer and the use of funds raised are set out in Section 4 of this Prospectus.

The Company currently has 14,883,337 Options on issue. The terms and conditions of these Options do not allow for the participation by those Option Holders in new issues of Shares. Those Option Holders will, however, be entitled to exercise their Options during the time period set out in the ASX Listing Rules in order to participate in the Offer.

3.2 Rights Trading

Entitlements to Shares pursuant to the Offer are renounceable and accordingly, rights will be traded on ASX. Details on how to sell your rights are set out in Section 3.3 below.

3.3 How to Accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows:

• (a) if you wish to accept your Entitlement in full:
• (i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and
• (ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or
• (b) if you only wish to accept part of your Entitlement:
• (i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
• (ii) attach your cheque for the appropriate application monies (at \$0.45 per Share);
• (c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything

Alternatively, you can trade your Entitlement rights as follows:

(a) to sell any or all of your Entitlement you will need to instruct a stockbroker to sell the Entitlement rights which you wish to renounce. If you wish to do so you must instruct your stockbroker by completing the panel headed "Instructions to your Stockbroker" on the back of the Entitlement and Acceptance Form and lodge that form with your stockbroker. Your stockbroker must sell those rights before the rights trading ceases; or

(b) if you wish to transfer all or part of your rights to another person other than on ASX you must forward a completed renunciation form (which you can obtain by contacting the Company) together with the Entitlement and Acceptance Form.

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to "Monarch Gold Mining Company Limited – Entitlement Offer Account" and crossed "Not Negotiable".

Your completed Entitlement and Acceptance Form and cheque must reach the Company's share registry no later than 5pm WST on the Closing Date.

Please note that all payments using the Bpay payment option must be made by 4pm (WST) on the Closing Date.

3.4 Minimum Subscription

There is no minimum subscription to the Offer.

3.5 No Underwriting

The Entitlement Issue is not underwritten.

3.6 Shortfall

If you do not wish to take up any part of your Entitlement or trade your Entitlement rights under the Offer, you are not required to take any action. That part of your Entitlement not taken up or traded will form part of the Shortfall. The Directors reserve the right to issue Shortfall Shares at their absolute discretion.

The Directors reserve the right to allot to an Applicant a lesser number of Shortfall Shares than the number for which the Applicant applies for on their Shortfall Application Form, or to reject an application, or to not proceed with placing the Shortfall.

The offer of any Shortfall Shares is a separate offer made pursuant to this Prospectus and will remain open for up to three (3) months following the Closing Date. The issue price of any Shortfall Shares shall be 45 cents per Shortfall Share being the price at which the Entitlement has been offered to Shareholders pursuant to this Prospectus.

3.7 Australian Securities Exchange Listing

Application for official quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If approval is not obtained from ASX before the expiration of 3 months after the date of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant official quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

3.8 Allotment of Shares

Shares issued pursuant to the Offer will be allotted as soon as practicable after the Closing Date. The Company will allot the Shares on the basis of a Shareholder's Entitlement. Where the number of Shares issued is less than the number applied for, or where no allotment is made, surplus application monies will be refunded without any interest to the applicant as soon as practicable after the Closing Date.

Pending the allotment and issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

3.9 Overseas Shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to exercise their Entitlements under the Offer.

Pursuant to ASX Listing Rule 7.7, the Company has appointed Euroz Securities Limited as the Nominee to sell the Entitlements to which non-qualifying foreign shareholders are entitled. The net proceeds (if any) of the sale of each Entitlement will then be forwarded by the Company's share register as soon as practicable to the non-qualifying foreign shareholders. There can be no guarantee that a market for the Entitlement of non-qualifying shareholders will exist and the Nominee is under no obligation to take up any Entitlement for which it is unable to find a qualified buyer. The Nominee will have the absolute and sole discretion to determine the timing and the price at which the Entitlements may be sold and the manner in which any sale is made.

Neither the Company nor the Nominee will be liable for a failure to sell Entitlements or to sell Entitlements at any particular price.

3.10 Taxation Implications

The Directors do not consider that it is appropriate to give Applicants advice regarding the taxation consequences of applying for Securities under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation consequences. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Applicants. Potential Applicants should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Shares offered pursuant to this Prospectus.

3.11 Enquiries

Any questions concerning the Offer should be directed to the Company Secretary on (08) 9481 6422.

4. PURPOSE AND EFFECT OF THE OFFER

4.1 Purpose of the Offer

The purpose of the Offer is to raise approximately \$13,477,842 (before expenses). The proceeds of the Offer, after the payment of expenses associated with the Offer, are intended to be applied to the general working capital of the Company to meet the Company's stated exploration and development objectives previously announced to ASX. These objectives include continued exploration and increasing production at the Riverina and Davyhurst Projects.

To the extent that the Offer is not fully subscribed, then the funds received from the Offer will be applied in a scaled back proportional manner subsequent to the payment of the expenses of the Offer.

The information set out above is a statement of present intention as at the date of this Prospectus. The use of funds is contingent upon progressive results being favourable. The Directors reserve the right to alter the Company's plans and objectives based upon results achieved from their activities and to apply the funds of the Company for the above purpose or for related or other purposes as circumstances dictate. The final allocation of funds may vary from the above depending upon the circumstances in which the business develops and operates.

As announced to ASX on 8 November 2007, Monarch has recently agreed to acquire the Mt Magnet Gold Project which includes the historic Hill 50 gold mine. In accordance with the purchase agreement the Company will undertake a separate capital raising exercise to raise the funds necessary to satisfy the conditions precedent of the agreement. As previously indicated to ASX, the consideration payable for the Mt Magnet Gold Project is \$65,000,000 which will consist of cash, Shares and convertible notes.

4.2 Effect of the Offer and Pro Forma Balance Sheet

The principal effect of the Offer will be to:

• (a) increase cash reserves by approximately \$12,937,842 immediately after completion of the Offer and estimated expenses of the Offer, assuming all Shares offered under this Prospectus are issued; and
• (b) increase the number of Shares on issue from 179,704,557 Shares as at the date of this Prospectus, to 209,655,317 Shares assuming all Shares offered under this Prospectus are issued.

Pro Forma Statement of Financial Position

The reviewed Balance Sheet as at 31 December 2007 and unaudited Pro Forma Balance Sheet as at 31 December 2007 shown on the following page have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position, assuming that all the Shares are issued by the Closing Date. They have been prepared on the assumption that the Offer is fully subscribed.

The statements have been prepared to provide shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

	Historical		Pro-forma
	Consolidated		Consolidated
	As at	Pro-forma	As at
	31 Dec 2007	adjustments	31 Dec 2007
	\$'000s	\$'000s	\$'000s
Current Assets
Cash and cash equivalents	1,478	22,613	24,091
Trade and other receivables	4,981	-	4,981
Inventories	3,305	-	3,305
Prepayments	253	-	253
Other financial assets	136	-	136
Total Current Assets	10,153	22,613	32,766
Non-Current Assets
Trade and other receivables	32	-	32
Other financial assets	2,061		2,061
Property, plant & equipment	16,536	-	16,536
Mine properties	1,408	-	1,408
Deferred exploration	57,058	-	57,058
expenditure
Total Non-Current Assets	77,095	-	77,095
Total Assets	87,248	22,613	109,861
Current Liabilities
Trade and other payables	12,410	-	12,410
Borrowings	10,549	-	10,549
Provisions	319	-	319
Total Current Liabilities	23,278	-	23,278
Non-Current Liabilities
Borrowings	2,172	-	2,172
Provisions	3,348	-	3,348
Total Non-Current Liabilities	5,520	-	5,520
Total Liabilities	28,798	-	28,798
Net Assets	58,450	22,613	81,063
Equity
Issued capital	119,223	22,613	141,836
Reserves	4,236	-	4,236
Accumulated losses	(65,051)	-	(65,051)
Parent Entity Interest Minority Interests	58,408 42	- -	81,021 42
Total Equity	58,450	22,613	81,063

The pro-forma Balance Sheet has been prepared as if the following transactions (pro-forma adjustments) had taken place on 31 December 2007:

• (a) issue of 20,000,000 shares at 50 cents per share pursuant the placement announced on 26 February 2008 to raise \$10,000,000;

• (b) payment and recognition directly in equity of costs incurred by the Company in relation to the placement capital raising estimated to be \$325,000;

• (c) issue of 29,950,760 shares at 45 cents per share pursuant this Offer to raise \$13,477,842 representing the full entitlement pursuant to the Offer being subscribed on the basis that all shares at the Record Date are held by eligible Shareholders; and

• (d) payment and recognition directly in equity of costs incurred by the Company in relation to the Offer capital raising estimated to be \$540,000.

Notes:

• 1. Save for the matters described above, no adjustment has been made for other events or transactions that have taken place since 31 December 2007. Should the issue of Shares be less than the full entitlement pursuant to the Offer the Cash and Issued Capital shown in the pro-forma Balance Sheet will be reduced. In these circumstances a revised pro-forma Balance Sheet reflecting the actual funds raised under the Offer will be published to the ASX announcement platform.
• 1. The reviewed Balance Sheet as at 31 December 2007 above is an excerpt from the Half Year Financial Report 31 December 2007 announced to ASX on 29 February 2008 and does not contain all of the notes attached to the Balance Sheet included in the Half Year Financial Report. Shareholders are directed to the Half Year Financial Report available from ASX for further information regarding the notes to the Balance Sheet and the auditor's report contained in the Half Year Financial Report.

4.3 Effect on Capital Structure

A comparative table of changes in the capital structure of the Company as a consequence of the Offer is set out below, assuming that the Offer is fully subscribed.

Shares

	Number
Shares currently on issue	179,704,557
Shares offered pursuant to the Offer	29,950,760
Total Shares on issue	209,655,317*

Options

	Number
Options currently on issue:1	14,883,337
Options offered pursuant to the Offer	Nil
Total Options on Issue	14,883,337*

1. It is a term of the Options that Option Holders be given notice seven (7)

business days before the Record Date to exercise their Options to participate in the Offer.

Notes:

* Assumes Offer is fully subscribed and no Options are exercised prior to the Record Date.

As announced to ASX on 8 November 2007, Monarch has recently agreed to acquire the Mt Magnet Gold Project which includes the historic Hill 50 gold mine. In accordance with the purchase agreement the Company will undertake a separate capital raising exercise to raise the funds necessary to satisfy the conditions precedent of the agreement. This additional capital raising will effect the capital structure outlined above. Completion of the acquisition of the Mt Magnet Gold Project will also result in the issue of additional Shares and convertible notes to the vendor of the Mt Magnet Gold Project which will also effect the capital structure outlined above.

5. RIGHTS AND LIABILITIES ATTACHING TO THE SHARES

5.1 Rights Attaching to Shares

The rights attaching to Shares in the Company are set out in the Constitution of the Company, a copy of which is available for inspection during normal business hours at the registered business office of the Company.

General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

• (a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
• (b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
• (c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the share.

Dividend Rights

The Directors may from time to time declare and pay or credit a dividend in accordance with the Corporations Act. Subject to any special right as to dividends attaching to a share, all dividends will be declared and paid according to the proportion that the amount paid up on the Shares held by a Shareholder bears to the total issue price of the Share (but any amount paid during the period in respect of which a dividend is declared only entitles the Shareholder to an apportioned amount of that dividend as from the date of payment). The Directors may from time to time pay or credit to the Shareholders such interim dividends as they may determine. No dividends shall be payable except out of profits. A determination by the Directors as to the profits of the Company shall be conclusive. No dividend shall carry interest as against the Company.

The Directors may from time to time grant to Shareholders or any class of shareholders the right to elect to reinvest cash dividends paid by the Company by subscribing for Shares in the Company on such terms and conditions as the Directors think fit. The Directors may, at their discretion, resolve in respect of any dividend which it is proposed to pay or to declare on any Shares of the Company, that holders of such Shares may elect to forgo their right to the whole or part of the proposed dividend and to receive instead an issue of Shares credited as fully paid to the extent and on the terms and conditions of the Constitution. The Directors may set aside out of the profits of the Company such amounts as they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the Listing Rules.

Future Increase In Capital

The allotment and issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

Variation of Rights

Under Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

6. RISK FACTORS

6.1 Introduction

Set out below is a list of some of the risk factors which should be considered before subscribing for Shares under this Prospectus. Some of these risk factors can be mitigated by the use of safeguards and appropriate systems and actions, but many are outside the control of the Company and cannot be mitigated. The Directors are of the view that the Shares offered under this Prospectus should be considered speculative because of the nature of the Company's business. This list is not exhaustive and potential Applicants should examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

6.2 Economic Risks

General economic conditions may affect interest rates and inflation rates. Movements in these rates may have an impact on the price of the Company's listed Shares.

Further, share market conditions may affect the price of the Company's listed Shares regardless of operating performance.

Share market conditions are affected by many factors such as:

• general economic outlook,
• movements in or outlook on interest rates and inflation rates,
• currency fluctuations,
• commodity prices,
• changes in investor sentiment towards particular market sectors; and
• the demand and supply for capital.

6.3 Exploration, Development, Mining and Processing Risks

The business of mineral exploration, project development and mining by its nature contains elements of significant risk. Ultimate and continuous success of these activities is dependent on many factors such as:

• the discovery and/or acquisition of economically recoverable ore reserves,
• successful conclusions to bankable feasibility studies,
• access to adequate capital for project development,
• design and construction of efficient mining and processing facilities within capital expenditure budgets,
• securing and maintaining title to tenements,
• obtaining consents and approvals necessary for the conduct of exploration and mining, and
• access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

6.4 Native Title

Both the Native Title Act 1993 (Cth), related State Native Title legislation and Aboriginal Land Rights and Aboriginal Heritage legislation may affect the Company's ability to gain access to prospective exploration areas or obtain production titles.

Compensatory obligations may be necessary in settling Native Title claims if lodged over any tenements acquired by the Company. The existence of outstanding registered Native Title claims means that the grant of a tenement in respect of a particular tenement application may be significantly delayed or thwarted pending resolution of future act procedures in the Native Title Act. The level of impact of these matters will depend, in part, on the location and status of the tenements acquired by the Company. At this stage it is not possible to quantify the impact (if any) which these developments may have on the operations of the Company.

6.5 Risks Specific to the Company's Projects

The Company's projects represent the main business activity and focus of the Company. Risks specific to these projects include the following:

Resource Estimate

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Until mineral resources are actually mined and processed the quantity of mineral resources must be considered as estimates only. Estimates, which were valid when made, may change significantly when new information becomes available. In addition, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should the Company encounter mineralisation or formations different from those predicted by past sampling and drilling, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could have either a positive or negative affect on the Company's operations and financial condition.

Requirement for working capital

As outlined in the Company's Half Year Financial Report as at 31 December 2007, the Company, as at 31 December 2007, had a working capital deficiency of \$13,125,006. In the event that less than the full amount is raised under the Offer, there can be no assurances that the Company will have sufficient working capital resources to meet its stated objectives once the net funds raised from the Offer have been fully utilised. Further funding may be required by the Company to support its ongoing activities. There can be no assurance that such funding will be on terms acceptable to the Company or at all. An inability to raise additional capital if and when needed could delay or suspend the Company's stated objectives and could have a material adverse effect on the Company's activities.

Operating Risks

The current and future operations of the Company, including exploration, appraisal and possible production activities may be affected by a range of factors, including:

• adverse geological conditions;

• limitations on activities due to seasonal weather patterns and cyclone activity;

• unanticipated operational and technical difficulties encountered in seismic survey, drilling and production activities;

• mechanical failure of operating plant and equipment;
• industrial and environmental accidents, industrial disputes and other force majeure events;
• unavailability of aircraft or drilling equipment to undertake airborne electromagnetic and other geological and geophysical investigations;
• unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment; and
• inability to obtain consents or approvals.

Commodity Price, Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australia dollar as determined in international markets.

Environmental Matters

The Company's projects are subject to Commonwealth and State laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mining projects, these projects would be expected to have a variety of environmental impacts should development proceed.

The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws and industry standards. Areas disturbed by the Company's activities will be rehabilitated as required by the conditions attaching to the Tenements.

Joint Venture Risks

The future viability and success of any joint ventures entered into by the Company or its subsidiaries or any future joint ventures entered into by the Company or its subsidiaries could be affected by the financial failure or default of any of the joint venture participants.

Funding

The future capital requirements of the Company will depend on many factors. The Company believes its cash, receivables and net proceeds of this Offer are adequate to fund continued exploration and resource development of the Company's Davyhurst and Mt Ida projects. Operations are continuing to ramp up and there can be no guarantee future performance will meet the designed schedule.

The Company is also seeking to raise further capital to satisfy the conditions precedent of the acquisition of the Mt Magnet Gold Project. In relation to any additional funding required by the Company, including the raising of funds relating to the acquisition of the Mt Magnet Gold Project, there can be no assurance that additional funds or financing will be available on acceptable terms, or at all. An inability to obtain additional finance if required would have a material adverse affect on the Company's business and its financial condition and performance and may impact on the Company's ability to complete the acquisition of the Mt Magnet Gold Project.

Occupational, Health and Safety Risk

The Company is committed to providing a healthy and safe environment for its personnel, contractors and visitors. Mining activities have inherent risks and hazards. The Company provides appropriate instructions, equipment, preventative measures, first aid information and training to all stakeholders through its occupational, health and safety management systems.

7. ADDITIONAL INFORMATION

7.1 Continuous Disclosure Obligations

The Company is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities. The Shares which will be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of the ASX during the 12 months prior to the issue of this Prospectus.

This Prospectus is a "transaction specific prospectus". In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

• (a) it is subject to regular reporting and disclosure obligations;
• (b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• (i) the financial statements of the Company for the financial year ended 30 June 2007 being the last financial statements for a financial year, of the Company lodged with the ASIC before the issue of this Prospectus;

• (ii) any half-year financial statements of the Company lodged with ASIC since the lodgement of the last financial statements for the year ended 30 June 2007 lodged with ASIC before the issue of this Prospectus; and

• (iii) any documents used to notify ASX of information relating to the Company in the period from lodgement of the financial statements referred to in paragraph (i) above until the issue of the Prospectus in accordance with the Listing Rules as referred to in Section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

The Company has lodged the following announcements with ASX since the lodgement of the 30 June 2007 audited financial statements:

14/03/2008	Appendix 3Z
12/03/2008	New Managing Director Appointment
12/03/2008	Change in substantial holding from TTY
10/03/2008	Retirement of Director and Appointment of Managing Director
04/03/2008	Change in substantial holding from TTY
29/02/2008	Half Year Accounts
27/02/2008	Becoming a substantial holder from TTY
26/02/2008	Appendix 3B and sec 708A Notice
25/02/2008	Monarch Promotes David Humann to Deputy Chairman
21/02/2008	Monarch Revamps Production Plan
15/02/2008	Reinstatement to Official Quotation
15/02/2008	Monarch raises \$10m for ongoing development
08/02/2008	Replacement Suspension Market Release
07/02/2008	Suspension from official quotation
06/02/2008	Becoming a substantial holder for AYR
05/02/2008	Trading Halt
05/02/2008	Appendix 3Y notice
05/02/2008	Change in substantial holdings
04/02/2008	Monarch finalizes Mt Magnet Purchase Agreement
01/02/2008	Appendix 3Z
31/01/2008	Quarterly Activities Report and Cashflow Report
25/01/2008	Notice of substantial holding
25/01/2008	Retirement of Director

Date Description of Announcement

25/01/2008	Company Secretary Appointment/Resignation
15/01/2008	Riverina Project Update
09/01/2008	Monarch Newsletter
03/01/2008	Consolidation of Share Capital
21/12/2007	Ceasing to be a substantial holder
18/12/2007	Davyhurst Revamp - Revised Graph
18/12/2007	Davyhurst Revamps Davyhurst Mine Plan
17/12/2007	Mount Magnet Gold Operations Update
17/12/2007	Monarch Corporate Update
14/12/2007	ASX Circular - Reorganisation of Capital
14/12/2007	Results of Meeting
14/12/2007	Trading Halt
12/12/2007	Change of directors interest notice
12/12/2007	Substantial shareholding notices
26/11/2007	Change of directors interest notice
22/11/2007	Appendix 3B - issue of options
22/11/2007	Change in substantial holding
16/11/2007	Final directors interest notice
16/11/2007	Initial directors interest notice
16/11/2007	Results of AGM and retirement of director
16/11/2007	AGM presentation
16/11/2007	Chairman`s AGM address
16/11/2007	Appendix 3B
14/11/2007	Appendix 3B
13/11/2007	Notice of General Meeting/Proxy Form
08/11/2007	Monarch Acquires Hill 50 Gold
07/11/2007	Trading Halt Request
07/11/2007	Trading Halt
06/11/2007	Monarch hits more high grade gold
05/11/2007	Substantial shareholding notices
02/11/2007	Quarterly Cash Flow Report Clarification
02/11/2007	Appendix 3Y notice
01/11/2007	Appendix 3Y notice
01/11/2007	Change of Director`s Interest Notice
31/10/2007	Quarterly Activities and Cashflow Report

23/10/2007	Monarch targets re-rating through TSX listing
17/10/2007	Appendix 3B
15/10/2007	Monarch 2007 annual report
15/10/2007	Notice of annual general meeting
10/10/2007	Appendix 3B
02/10/2007	Monarch Capitalising on Gold Growth
01/10/2007	Financial report - year ended 30.06.07

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.

7.2 Directors' Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company;
• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of securities pursuant to this Prospectus; or
• (c) the Offer of securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or Offer of Securities pursuant to this Prospectus.

Directors' interests in Securities of the Company at the date of this Prospectus are:

Name	Shares	Options
Michael Kiernan	14,375,000	3,333,334
David Humann	Nil	833,334
Philip Botsis	1,671,927	Nil
Keith Vuleta	333,334	833,334
Ian Huitson	358,334	833,334
John Davis	83,334	1,700,000

The Constitution of the Company provides that the non-executive Directors may be paid for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the Directors and in default of agreement then in equal shares.

In the last two (2) years, \$319,612 for the year ended 30 June 2006 and \$1,120,143 for the year ended 30 June 2007. For the period from 1 July 2007 to the date of this Prospectus \$1,135,177 has been paid or is payable by the Company by way of remuneration for services provided by all directors (executive, non-executive and alternate), companies associated with those directors or their associates in their capacity as directors, employees, consultants or advisers (and including superannuation payments). Directors, companies associated with the directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

The Lead Manager of the Shortfall Offer is Laurence James Kiernan. Mr Kiernan is a related party of the Company for the purposes of the Corporations Act. The management services rendered and to be rendered by the Manager and the remuneration for those management services would be reasonable in the circumstances if the Company and the Manager were dealing at arm's length. Specifically, the Lead Manger is entitled to a fee in connection with his services as Lead Manager of 1% on all funds raised.

7.3 Interests and Consents of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner, nor any company with which any of those persons is or was associated, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company; or
• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of securities pursuant to this Prospectus; or
• (c) the Offer of securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus, or to any firm in which any of those persons is or was a partner, or to any company with which any of those persons is or was associated, for services rendered by that person, or by the firm or the company, in connection with the formation or promotion of the Company or the Offer of Securities pursuant to this Prospectus.

Pursuant to Section 716 of the Corporations Act, PricewaterhouseCoopers has given, and has not withdrawn its consent to being named as Auditors to the Company in the Corporate Directory and to the inclusion of the reviewed Balance Sheet in Section 5.3 of this Prospectus in the form and context in which it is named. PricewaterhouseCoopers has not caused or authorised the issue of this Prospectus, does not make or purport to make any statement in this Prospectus other than the reviewed Balance Sheet and takes no responsibility for any part of this Prospectus other than the reviewed Balance Sheet.

Pursuant to Section 716 of the Corporations Act, Steinepreis Paganin has given, and has not withdrawn its consent to being named as Solicitors to the Company in the Corporate Directory of this Prospectus in the form and context in which it is named. Steinepreis Paganin has not caused or authorised the issue of this Prospectus, does not make or purport to make any statement in this Prospectus and takes no responsibility for any part of this Prospectus.

Steinepreis Paganin act as Solicitors to the Company. Steinepreis Paganin will be paid approximately \$15,000 for services in relation to this Prospectus.

Pursuant to Section 716 of the Corporations Act, Euroz Securities Ltd has given, and has not withdrawn its consent to being named as the appointed Nominee for the Entitlement of non-qualifying foreign Shareholders of the Company in this Prospectus in the form and context in which it is named. Euroz Securities Ltd has not caused or authorised the issue of this Prospectus, does not make or purport to make any statement in this Prospectus and takes no responsibility for any part of this Prospectus.

Euroz Securities Ltd have provided brokering services to the Company and in the last two years, have been paid fees totalling \$55,000. Euroz Securities Ltd will be paid fees of \$5,000 (plus GST) for acting as the Nominee in relation to the Offer.

7.4 Legal Proceedings

There is no litigation, arbitration or proceedings pending against or involving the Company as at the date of this Prospectus.

7.5 Estimated Expenses of Offer

In the event that the Offer is fully subscribed, the estimated expenses of the Offer are as follows:

	\$
ASIC fees	2,010
Listing fees	17,900
Legal expenses	15,000
Fees payable to Nominee	5,000
Broker and lead manager fees	472,000
Printing, mailing and other expenses	28,090
Total	540,000

7.6 Electronic Prospectus

Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act 2001 to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Entitlement and Acceptance Form. If you have not, please phone the Company on (08) 9481 6422 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

The Company reserves the right not to accept an Entitlement and Acceptance Form from a person if it has reason to believe that when that person was given access to the electronic Entitlement and Acceptance Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

8. AUTHORITY OF DIRECTORS

8.1 Directors' Consent

Each of the Directors of Monarch Gold Mining Company Limited has consented to the lodgement of this Prospectus with the ASIC in accordance with Section 720 of the Corporations Act.

Dated the 18th day of March 2008

______________________________ Signed for and on behalf of MONARCH GOLD MINING COMPANY LIMITED by Michael Kiernan

9. DEFINITIONS

Applicant means a person who applies for Shares pursuant to the Offer or the Shortfall Offer.

ASIC means the Australian Securities and Investments Commission.

ASTC Settlement Rules means the settlement rules of the securities clearing house which operates CHESS.

ASX means the ASX Limited (ACN 008 624 691).

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day on which trading takes place on the stock market of ASX.

Closing Date means the closing date of the Offer, being 5pm (WST) on 21 April 2008 (unless extended).

Company means Monarch Gold Mining Company Limited (ABN 69 100 038 266).

Constitution means the Company's Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Dollar or "\$" means Australian dollars.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.

Entitlement and Acceptance Form means the application form either attached to or accompanying this Prospectus.

Issue means the issue of Shares offered by this Prospectus.

Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.

Nominee means Euroz Securities Limited (ACN 089 314 983).

Offer means the renounceable entitlement offer of 1 Shares for every 6 Shares held on the Record Date, further details of which are included in the "Details of the Offer" section of this Prospectus.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Official List means the official list of ASX.

Option means an option to acquire a Share.

Option Holders means those parties holding Options to acquire Shares as at the date of this Prospectus.

Prospectus means this prospectus.

Quotation and Official Quotation means official quotation on ASX.

Record Date means 5pm (WST) on 1 April 2008.

Related Corporation has the meaning given to that term in the Corporations Act.

Securities means a Share or Option.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Shortfall means those Shares under the Offer not applied for by Shareholders under their Entitlement.

Shortfall Offer means the offer for the Shortfall pursuant to this Prospectus.

Shortfall Share means the Shares comprising the Shortfall.

WST means Western Standard Time.

ONLY COMPLETE THIS SHORTFALL APPLICATION FORM IF APPLYING FOR SHORTFALL SHARES

SHORTFALL APPLICATION FORM

	MONARCH GOLD MINING COMPANY LIMITED	ABN 69 100 038 266
REGISTERED OFFICE:	Level 1 23 Ventnor Avenue WEST PERTH WA 6005
SHARE REGISTRY:	Computershare Investor Services Pty Ltd Level 2 45 St Georges Terrace
	Perth WA 6000 Tel: 1300 764 247 Fax: (08) 9323 2033
APPLICANT'S DETAILS:
Full name (PLEASE PRINT) Title, Given Name(s) & Surname or Company Name
Joint Applicant #2 or
Joint Applicant #3 or
Suburb/Town						State		Post Code
ABN, Tax File Number or Exemption	Applicant #2					Applicant #3
CHESS HIN or Existing SRN (where applicable)
Number of Shares applied for						Application Money enclosed at 45 cents per Share
I/We whose full name(s) and address appear above hereby apply for the number of Shares shown above (to be allocated to me/us by the Company in respect of this Application) under the Prospectus on the terms set out in the Prospectus. Cheque Details:					A\$……………………………
PLEASE ENTER	Drawer		Bank			BSB or Branch		Amount
CHEQUE DETAILS THANKYOU

Telephone ( ) . . . . . . . . . . . . . . . . . . . . . . . . . Fax ( ) . . . . . . . . . . . . . . . . . . . . . . .

NOTE: Cheques should be made payable to "Monarch Gold Mining Company Limited – Entitlement Offer Account", crossed "NOT NEGOTIABLE" and forwarded to the Company at Level 1, 23 Ventnor Avenue, West Perth, WA 6005 to arrive no later than 5.00 pm WST on that date which is 3 months after the Closing Date (or such earlier date as directed by the Company).

Declaration

This Shortfall Application Form does not need to be signed. By lodging this Shortfall Application Form and a cheque for the application money this Applicant hereby:

(1) applies for the number of Shares specified in the Shortfall Application Form or such lesser number as may be allocated by the Directors;

(2) agrees to be bound by the constitution of the Company; and

(3) authorises the Directors to complete or amend this Shortfall Application Form where necessary to correct any errors or omissions.

INSTRUCTIONS TO APPLICANTS

Please post or deliver the completed Shortfall Application Form together with a cheque to the share registry of the Company. If an Applicant has any questions on how to complete this Shortfall Application Form, please telephone the Share Registry on 1300 764 247. The Form must be received by the Registry no later than 5.00 pm WST on the date which is 3 months after the Closing Date (or such earlier date as directed by the Company).

A. Application for Shares

The Shortfall Application Form must only be completed in accordance with instructions included in the Prospectus.

B. Name of Applicant

Write the Applicant's FULL NAME. This must be either an individual's name or the name of a company. Please refer to the bottom of this page for the correct form of registrable title. Applications using the incorrect form of registrable title may be rejected.

C. Name of Joint Applicants or Account Designation

If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registrable title.

D. Address

Enter the Applicant's postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town.

E. Contact Details

Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Shortfall Application Form.

F. CHESS HIN or existing SRN Details

The Company participates in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section with their existing CHESS HIN. If the applicant is an existing shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the Applicant will receive a new Issuer Sponsored account and statement.

G. Cheque Details

Make cheques payable to "Monarch Gold Mining Company Limited – Entitlement Offer Account" in Australian currency and cross them "Not Negotiable". Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Shortfall Application Form.

H. Declaration

By completing the Shortfall Application Form, the Applicant will be taken to have made to the Company the declarations and statements therein. The Shortfall Application Form does not need to be signed.

If a Shortfall Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept a Shortfall Application Form, and how to construe, amend or complete it, shall be final. A Shortfall Application Form will not however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque.

Forward your completed application together with the application money to:

Monarch Gold Mining Company Limited – Entitlement Offer Account Level 1 23 Ventnor Avenue WEST PERTH WA 6005

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities are allowed to hold securities. Shortfall Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Shortfall Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Use given names in full, not initials	Mr John Alfred Smith	J A Smith
Company Use the company's full title, not abbreviations	ABC Pty Ltd	ABC P/L or ABC Co
Joint Holdings	Mr Peter Robert Williams &	Peter Robert &
Use full and complete names	Ms Louise Susan Williams	Louise S Williams
Trusts	Mrs Susan Jane Smith	Sue Smith Family Trust
Use the trustee(s) personal name(s).
Deceased Estates	Ms Jane Mary Smith &	Estate of late John Smith
Use the executor(s) personal name(s).	Mr Frank William Smith	or
		John Smith Deceased
Minor (a person under the age of 18)	Mr John Alfred Smith	Master Peter Smith
Use the name of a responsible adult with an appropriate designation.
Partnerships	Mr John Robert Smith &	John Smith and Son
Use the partners personal names.	Mr Michael John Smith
Long Names.	Mr John William Alexander	Mr John W A Robertson-Smith
	Robertson-Smith
Clubs/Unincorporated Bodies/Business Names	Mr Michael Peter Smith	ABC Tennis Association
Use office bearer(s) personal name(s).
Superannuation Funds	Jane Smith Pty Ltd	Jane Smith Pty Ltd
Use the name of the trustee of the fund.		Superannuation Fund

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

MONARCH GOLD MINING COMPANY 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).

1 +Class of +securities issued or to be issued

Ordinary Shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 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)

29,950,760

Ordinary Fully Paid Shares

⁺ See chapter 19 for defined terms.

4	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 • 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	Yes
5	Issue price or consideration	\$0.45 per Share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Davyhurst Projects.	Proceeds of the offer are intended to be applied to the general working capital of the Company to meet the Company's stated exploration and development objectives of the Riverina and
7	Dates of entering +securities into uncertificated holdings or despatch of certificates	30 April 2008
		Number	+Class
8	+class Number and of all +securities quoted on ASX (including the securities in clause 2 if applicable)	209,655,317	Ordinary Fully Paid Shares

⁺ See chapter 19 for defined terms.

		Number	+Class
9	+class Number and of all	333,334	Options (30.06.08)
	+securities not quoted on ASX	500,000	Options (31.12.08)
	(including the securities in clause	933,334	Options (01.05.09)
	2 if applicable)	1,666,667	Options (06.08.10)
		2,700,000	Options (30.09.10)
		6,333,334	Options (31.12.10)
		1,583,334	Options (23.02.11)
		833,334	Options (23.02.12)

¹⁰ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) The company does not presently have a formal dividend policy.

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	No
12	Is the issue renounceable or non renounceable?	Renounceable
13	Ratio in which the +securities will be offered	1 for 6
14	+Class of +securities to which the offer relates	Ordinary Shares
15	+Record date to determine entitlements	1 April 2008
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	No
17	Policy for deciding entitlements in relation to fractions	Rounded up
18	Names of countries in which the entity has +security holders who will not be sent new issue documents	All countries other than Australia or New Zealand.
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances or renunciations	21 April 2008

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters	No underwriting
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders	N/A
25	If the issue is contingent on +security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	7 April 2008
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	18 March 2008
28	Date rights trading will begin (if applicable)	26 March 2008
29	Date rights trading will end (if applicable)	14 April 2008
30	How do +security holders sell their entitlements in full through a broker?	Complete per instructions on Entitlement and Acceptance form.
31	How do +security holders sell part of their entitlements through a broker and accept for the balance?	Complete per instructions on Entitlement and Acceptance form.

⁺ See chapter 19 for defined terms.

32 How do +security holders dispose of their entitlements (except by sale through a broker)?

33 ⁺Despatch date 30 April 2008

N/A

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

(b) 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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

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

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• 39 Class of +securities for which quotation is sought
• 40 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
• 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
• 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)

		Number	+Class
42	Number and +class of all +securities quoted on ASX (including the securities in clause 38)

⁺ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 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 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.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided 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 section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

⁺ See chapter 19 for defined terms.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 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: Date: 18/03/2008

Print name: PATRICK McCOLE

(Company Secretary)

== == == == ==

⁺ See chapter 19 for defined terms.