ORA BANDA MINING LTD — Capital/Financing Update 2012

Dec 13, 2012

ASX / MEDIA ANNOUNCEMENT

14 DECEMBER 2012

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AMENDED TERMS OF RESTRUCTURE AND RECAPITALISATION

Swan Gold Mining Limited (“Swan” or “Company”) (ASX: SWA) advises that it has agreed to revised terms to the Restructure Deed, signed in May 2012, between Investmet Limited (“Investmet”), Swan Gold Mining Ltd (“Swan”) and DCM DECOmetal GmbH (“DCM”) (see ASX Announcement of 3 May 3012 for detail).

Amended and Restated Swan Gold Restructure Deed

The terms of the Transaction as previously announced have been varied such that:

1. Stirling no longer forms part of the inter‐conditional transaction.

2. The capital raising to be undertaken by Swan will be up to $15 million, this amount may increase to $17.5 million with prior consent of Stirling. The capital raising is currently expected to be via a Placement of new shares at $0.02 per share. Investmet agrees to underwrite $7.5 million of the Placement.

3. On Completion $10,664,240 of the $20,664,240 debt (“Investmet Debt”) will be converted into ordinary Swan shares at a deemed issue price of $0.02 per share. The Investmet Debt converted comprises of $8,054,240 of the trust debts and $2,590,000 debt acquired from Stirling.

4. Under the Loan Syndicate Arrangements Investmet may elect to convert a further $5million of the balance of the $10 million Investmet Debt owing. If Investmet elects to convert the additional debt to shares then Stirling will be entitled to convert a proportionate amount of the $5 million debt owed to Stirling. Stirling may only convert a maximum amount of $2.5 million of debt.

5. Investmet has agreed to provide the Company with interim funding through to completion of the transaction.. To date $1,000,000 has been advanced to Swan. The final amount of the debt owed under the interim funding arrangements will be converted to equity on completion. The final amount will depend upon the level of interim funding provided by Investmet through to completion of the Transaction.

6. The proceeds of the capital raising will be used partially to repay debts of $4,200,000 to DCM.

7. The parties agree to negotiate in good faith that the debt remaining after completion will be governed by the Loan Syndicate Arrangements (described in further detail below).

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Conditions

Completion will be conditional on the satisfaction or waiver of the conditions set out in Annexure A.

The conditions include the following deadlines:

• A. the Swan Notice of Meeting must be lodged for review with the regulatory bodies by 30 November 2012. This condition has been met and the Notice of Meeting was lodged on Friday 30 November 2012.

• B. the Notice of Meeting must be mailed to Shareholders by 15 December 2012

• C. the Shareholders’ Meeting to approve the Transaction must be held by 15 January 2013

• D. the Transaction must complete by 28 February 2013.

Interim Funding

Swan and Investmet have now executed a Deed of Amendment and Restatement to the Loan Agreement (“Amended Loan Agreement”). Investmet and Swan have agreed to amend the Loan Agreement such that drawdowns will be on an “as required” basis. Investmet has agreed to provide Swan with a facility for working capital funding up to approximately $3 million. Investmet has to date loaned the Company $1,000,000 of this facility. This funding is to continue is accordance with an agreed budget approved by Swan and Investmet and annexed to the executed Amended Loan Agreement.

Loan Syndicate Arrangements

Investmet and DCM intend to establish syndicated loan arrangements with Swan to include general security interests over its assets, incorporating a two year moratorium on principal repayments and any accrued interest and at the end of the two year moratorium, Swan may elect to repay the debt or require conversion at a price to be agreed between the parties at that time

The Board will continue to provide shareholders with updates on this process and we encourage your support of the proposed Transaction, which is expected to be put before shareholders in general meeting on or around 15 January 2013.

For more information:

Martin Depisch Chairman Tel: 08 6389 7500

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Annexure A

• a) Swan lodging the Notice of Meeting, with the ASX and ASIC (if required by the SWA Board) on or prior to 30 November 2012 ( Lodgement Date );

• b) Swan receiving approval (or no objection) from the ASX and ASIC (if applicable) to dispatch the Notice of Meeting to SWA’s shareholders, on or prior to 15 December 2012;

• c) DCM procuring that Stirling undertakes to vote in favour of the resolutions at the general meeting for Swan held to approve the transactions ;

• d) DCM and Swan executing a deed of termination and release pursuant to which the Share Sale Agreement shall be terminated without any liability for DCM or Swan and both DCM and Swan shall be released from all liability and obligations under the Share Sale Agreement. The deed of termination and release shall be subject to and conditional upon Completion occurring;

• e) the parties to the Recapitalisation Deed executing a deed of termination and release pursuant to which the Recapitalisation Deed shall be terminated without any liability for the parties and all parties shall be released from all liability and obligations under the Recapitalisation Deed. The deed of termination and release shall be subject to and conditional upon Completion occurring;

• f) Swan obtaining all shareholder approvals that are required by Swan to implement the transactions contemplated by this Deed and the Transaction Documents including any shareholder approvals required under the ASX Listing Rules and the Corporations Act (including under sections 611 Item 7 and 195(4) of the Corporations Act) on or prior to 15 January 2013;

• g) all approvals of any Governmental Authority (including any ASIC approvals) and the ASX being obtained which:

• (i) the Parties agree are necessary or desirable to implement the transactions contemplated by this Deed and the Transaction Documents;

• (ii) are obtained either unconditionally or on conditions reasonably satisfactory to Investmet; and

• (iii) have not been withdrawn or revoked on or prior to the Completion Date;

• h) Swan having received a copy of any third party consent, or waiver from any third party, required under any contract or otherwise to implement the transactions contemplated in this Deed and the Transaction Document, each of which is unconditional or subject only to conditions acceptable to Investmet;

• i) each of the Transaction Documents (in a form satisfactory to Investmet) being executed by each of the relevant parties to those documents on or around the date of this Deed other than the MGMC Trustee Deed Poll, which must be executed, or confirmed as still applying to the Group Restructure, by the Trustee within 20 Business Days of the date of this Deed;

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j) the conditions under each of the other Transaction Documents being satisfied or waived in accordance with the relevant Transaction Document (including the need for any shareholder approval under section 611 item 7 of the Corporations Act by any of the shareholders of the Restructure Entities (if applicable)); k) the Swan Warranties being true, accurate and complete as at the date of this Deed and at all times up to Completion; l) the Stirling Warranties being true, accurate and complete as at the date of this Deed and at all times up to Completion; and m) agreement on the terms of the documents relating to the Loan Syndicate Arrangements by all the parties to those documents other than any third party financier (if applicable).

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