ORA BANDA MINING LTD — Capital/Financing Update 2016

Feb 15, 2016

EASTERN GOLDFIELDS LIMITED

(FORMERLY SWAN GOLD MINING LIMITED)

ACN 100 038 266

SECOND SUPPLEMENTARY PROSPECTUS

This is a supplementary prospectus intended to be read with the prospectus dated 24 December 2015, and the supplementary prospectus dated 9 February 2016 relating to shares of Eastern Goldfields Limited ACN 100 038 266.

This is an important document. Please consult your professional adviser(s) if you have any questions. Investment in the Shares offered by this Prospectus should be regarded as speculative in nature.

1 IMPORTANT INFORMATION

This is a second supplementary prospectus issued by Eastern Goldfields Limited ACN 100 038 266 (Company) dated 16 February 2016 (Second Supplementary Prospectus). This Second Supplementary Prospectus is supplementary to the prospectus issued by the Company on 24 December 2015 (Prospectus) and supplementary prospectus issued by the Company on 9 February 2016 (Supplementary Prospectus).

This Second Supplementary Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on 16 February 2016. ASIC does not take any responsibility for the contents of this Second Supplementary Prospectus.

This Second Supplementary Prospectus must be read together with the Prospectus and Supplementary Prospectus. If there is a conflict between the Prospectus, the Supplementary Prospectus and this Second Supplementary Prospectus, this Second Supplementary Prospectus will prevail to the extent of any inconsistency. Capitalised terms in this Second Supplementary Prospectus will have the same meaning as those defined in the Prospectus.

The Company will send a copy of the Second Supplementary Prospectus to all Applicants who have applied for Shares pursuant to the Prospectus prior to the date of this Second Supplementary Prospectus.

The Supplementary Prospectus will be issued with the Prospectus as an electronic document and may be downloaded from the Company's website at www.easterngoldfields.com.au.

This document is important and should be read in its entirety. Please consult your legal, financial or other professional advisor if you do not fully understand its contents.

2 PURPOSE OF THIS DOCUMENT

The purpose of this Supplementary Prospectus is to:

• (a) advise shareholders of the Company's revised capital raising plans and increased Offer size as a result of a high level of investor demand for the Company's shares; and
• (b) provide revised disclosures regarding the capital structure and use of funds as a result of the increased Offer size.

3 AMENDMENT TO PROSPECTUS

3.1 Revised capital raising plans – increased Offer size

The Company issued the Prospectus to raise a minimum of \$6 million and a maximum of \$10 million from a combination of the 2015 Lender Agreements and the Prospectus, with the ability to accept oversubscriptions for an additional \$5 million.

Subsequent to the issue of the Prospectus, the Company has experienced a high level of demand from investors for the Company's Shares, which would potentially allow the

This Supplementary Prospectus is intended to be read with the Prospectus dated 24 December 2015 and Supplementary Prospectus dated 9 February 2016, relating to shares of Eastern Goldfields Limited ACN 100 038 266.

maximum subscription, and oversubscription amounts under the Prospectus to be met or exceeded.

Consequently, in view of the demand for the Company's Shares, the Company has determined to increase the size of the Offer under the Prospectus.

The Company now proposes to raise a minimum of \$6 million and a maximum of \$20 million at \$0.15 per Share from a combination of the 2015 Lender Agreements and the Prospectus, with the ability to accept oversubscriptions for an additional \$5 million.

The revised capital raising will be comprised of:

• (a) \$10 million to be raised from a combination of the 2015 Lender Agreements and the Prospectus, for which the Company sought and obtained approval at the 2015 General Meeting (First Tranche);
• (b) \$10 million to be raised under the Prospectus as a result of the increased Offer size under this Second Supplementary Prospectus (Second Tranche); and
• (c) \$5 million to be raised under the Prospectus as a result of the revised oversubscription facility (Oversubscription Facility).

The Company will raise:

• (a) \$5 million of the Second Tranche by utilising its 15% placement capacity under Listing Rule 7.1 following the issue of Shares under the First Tranche and the various resolutions put to shareholders at the 2015 General Meeting; and
• (b) the remaining \$5 million of the Second Tranche and the \$5 million amount under the Oversubscription Facility (if applicable) subject to shareholder approval to be put to shareholders at the Company's 2015 Annual General Meeting to be held on 16 March 2016.

As noted in the Prospectus, the Company intended to undertake future equity and/or debt raisings to fund the Company's activities. The Company considers it beneficial to capitalise on the current level of investor demand by undertaking the further equity raisings sooner than it had anticipated. The Company notes that the increased offer size under the capital raising does not provide all of the capital required for a mining re-start of Eastern Goldfields' projects, and in the near term it is the intention of Eastern Goldfields to source further financing, which is likely to be debt funding, to fund completion of the Davyhurst Plant refurbishment, and a mining re-start.

3.2 Revised use of funds

As a result of the increased Offer size, the use of funds table in the Investment Overview and section 1.6 of the Prospectus (as replicated in the Supplementary Prospectus) is to be disregarded and replaced with the following table.

This Supplementary Prospectus is intended to be read with the Prospectus dated 24 December 2015 and Supplementary Prospectus dated 9 February 2016, relating to shares of Eastern Goldfields Limited ACN 100 038 266.

Use of funds	Minimum raise \$6 million	Raise \$15 million	Maximum Raise \$20 million	Oversubscription \$25 million
Reserve Definition Drilling	-		\$3,000,000	\$3,000,000
Plant refurbishment	-	\$3,000,000	\$8,500,000
Working capital
 Geochemical auger drilling	\$84,854	\$500,000
 RAB drilling	\$84,854	\$238,187	\$250,000	\$500,000
 RC drilling	\$84,854	\$238,187	\$1,914,562	\$3,614,562
 Rents & rates	\$500,000	\$500,000	\$500,000	\$500,000
 Corporate overheads	\$720,000	\$720,000	\$720,000	\$720,000
Total working capital	\$1,474,562	\$1.930,000	\$3,634,562	\$5,834,562
Repayment to Stirling under Stirling Settlement Deed	\$350,000	\$350,000	\$350,000	\$350,000
Repayment to creditors associated with Mr Michael Fotios1	\$750,000	\$2,750,000	\$2,750,000	\$2,750,000
Repayment to third party trade creditors	\$3,065,438	\$3,065,438	\$3,065,438	\$3,065,438
Cost of Offer	\$360,000	\$900,000	\$1,200,000	\$1,500,000
TOTAL	\$6,000,000	\$15,000,000	\$20,000,000	\$25,000,000

3.3 Revised capital structure

As a result of the increased Offer size, the capital structure table section 1.7 of the Prospectus (as replicated in the Supplementary Prospectus) is to be disregarded and replaced with the following table.

As at the date of this Prospectus, the issued share capital of the Company is 102,516,890 Shares. The capital structure following completion of the Offer (assuming the oversubscription amount is raised under a combination of the 2015 Lender Agreements, and the Offer, being \$25 million) is set out below.

¹ The payment of these creditors is optional and will be subject to Michael Fotios electing to receive the payments in cash or Shares at the Offer Price.

This Supplementary Prospectus is intended to be read with the Prospectus dated 24 December 2015 and Supplementary Prospectus dated 9 February 2016, relating to shares of Eastern Goldfields Limited ACN 100 038 266.

	Number of Shares
Shares on issue at the date of this Second Supplementary Prospectus	102,516,890
Shares to be issued under the Offer and/or to 2015 Lenders	166,666,667
Shares to be issued upon conversion of Debt	137,761,600
Shares to be issued upon conversion of DCM Debt	28,000,000
Shares to be issued upon conversion of the interest component of the Debt and DCM Debt	27,716,514
Shares to be issued upon conversion of Investmet Loan	15,487,592
Shares to be issued upon conversion of interest component of Investmet Loan	2,053,061
Shares to be issued in lieu of fees to various parties	14,406,1562
Shares to be bought back from Stirling	-8,892,922
Total	485,715,558
	Number of Options
Options on issue at the date of this Second Supplementary Prospectus	-
Options to be issued under the Employee Option Plan	25,800,000
Options to be issued to debt financier	27,500,000
Total	53,300,000

4 APPLICATIONS

The Directors believe that the changes in this Second Supplementary Prospectus are not materially adverse from the point of view of an investor. Accordingly, there will be no withdrawal rights offered to investors who have made an application for Shares prior to the date of this Second Supplementary Prospectus, and no action needs to be taken if you have already applied for Shares under the Prospectus.

² The Company is proposing to seek shareholder approval at the 2015 Annual General Meeting to be held on 16 March 2015 for, among other things, the issue of 540,000 Shares in lieu of fees to Director Craig Readhead. This figure does not take into account the issue of such shares as it remains subject to shareholder approval.

This Supplementary Prospectus is intended to be read with the Prospectus dated 24 December 2015 and Supplementary Prospectus dated 9 February 2016, relating to shares of Eastern Goldfields Limited ACN 100 038 266.

The Company will communicate with all Applicants who have subscribed for Shares under the Prospectus prior to the issue of the Second Supplementary Prospectus advising them of this Second Supplementary Prospectus.

5 REVISED SUMMARY OF IMPORTANT DATES

The revised dates for the Offer and Cleansing Offer are as follows:

Event	Date
Closing Date for Offer and Cleansing Offer	24 February 2016
Expected issue of Shares under the First Tranche and up to \$5 million of the Second Tranche	26 February 2016
2015 Annual General Meeting to approve issue of \$10 million of the Second Tranche and Oversubscription Facility (if applicable)	16 March 2016
Expected issue of Shares under the Second Tranche and remainder of the Second Tranche and Oversubscription Facility (if applicable) (subject to obtaining shareholder approval at the 2015 Annual General Meeting)	22 March 2016
Expected date for despatch of holding statements for Shares under the Offer	24 March 2016
Expected Official Quotation of Shares on ASX	On or before 24 March 2016
Closing Date for Cleansing Offer	24 March 2016

All references to dates relating to the Offer and Cleansing Offer in the Prospectus are to be adjusted according to the revised timetable above. The above dates are indicative only and may vary. The Company reserves the right to change the key dates of the Offer without prior notice. This may have a consequential impact on other dates.

6 ASIC RELIEF

The Company also notes that, due to an inadvertent and minor clerical error, the Appendix 3B "Application for Quotation" issued by the Company on 24 December 2015 with the Prospectus referred to 66,666,667 Shares being issued under the Offer only and did not refer to the further 33,333,333 Shares being offered under the oversubscription facility. Accordingly, and out of an abundance of caution, the Company is seeking ASIC relief to modify the application of section 723(3)(a) of the Corporations Act to allow a revised application for quotation to apply to the full raising under the revised Offer including in relation to the Oversubscription Facility.

This Supplementary Prospectus is intended to be read with the Prospectus dated 24 December 2015 and Supplementary Prospectus dated 9 February 2016, relating to shares of Eastern Goldfields Limited ACN 100 038 266.

A			Follow the instructions to complete this Application form (see reverse). Print clearly in capital letters using black or blue pen.
	Number of shares you are applying for					x \$0.15 per share =					B Total amount payable
	C Write the name(s) you wish to register the Shares in (see reverse for instructions)
	Applicant 1
	Name of Applicant 2 or < Account Designation >
	Name of Applicant 3 or < Account Designation >
	Suburb/Town											State			Postcode
	E CHESS participant – X		Holder Identification Number (HIN)						Important please note if the name & address details above in sections C & D d o not match exactly with your CHESS, d e t a il s , a n y Securities issued will b e held o n the Issuer Sponsored s u b r e g i s t e r .
	F Enter your Tax File Number(s), ABN, or exemption category
	Applicant #1						Applicant #2
	Applicant #3
	G Payment details –		PIN CHEQUE(S) OR CONFIRMATION OF ELECTRONIC FUNDS TRANSFER HERE
	Please enter details of the cheque(s) or the confirmation of Electronic Funds Transfer that accompany this application.
	Name of drawer of cheque/Payee				BSB No.			Account No.						Payment Amount A\$ Cheque No./ EFT Confirmation No.

By submitting this Application form, I/We declare that this Application is completed and lodged according to the Prospectus and the instructions on the reverse of the Application form and declare that all details and statements made by me/us are complete and accurate. I/We agree to be bound by the constitution of Eastern Goldfields Limited (the Company). I/We was/were given access to the Prospectus together with the application form. I/We represent, warrant and undertake to the Company that our subscription for the above Shares will not cause the Company or me/us to violate the laws of Australia or any other jurisdiction which may be applicable to this subscription for Shares in the Company.

Guide to the Application Form

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM. Please complete all relevant sections of the appropriate Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of the Application Form.

Instructions

• A. If applying for Shares insert the number of Shares for which you wish to subscribe at Item A multiplied by \$0.15 AUD to calculate the total for Shares and enter the \$amount at B.
• C. Write your full name. Initials are not acceptable for first names.
• D. Enter your postal address for all correspondence. All communications to you from the Company will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.
• E. If you are sponsored in CHESS by a stockbroker or other CHESS participant, you may enter your CHESS HIN if you would like the allocation to be directed to your HIN.

NB: your registration details provided must match your CHESS account exactly.

F. Enter your Australian tax file number ("TFN") or ABN or exemption category, if you are an Australian resident. Where applicable, please enter the TFN /ABN of each joint Applicant. Collection of TFN's is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application Form.

Correct Forms of Registrable Title

G. Complete Payment details as requested. If paying by cheque, make your cheque payable to Eastern Goldfields Limited, cross it and mark it "Not negotiable". Cheques must be made in Australian currency, and cheques must be drawn on an Australian Bank. Cheques must be attached to this Application Form. If paying by Electronic Funds Transfer, transfers must be made in Australian dollars and sent to:

Bank: National Australia Bank Limited

Account Name: Eastern Goldfields Limited – Share Subscription Account

BSB: 086-492

Account Number: 15-342-1041

If paying by Electronic Funds Transfer, the confirmation of Electronic Funds Transfer must be attached to this Application Form

• H. Enter your contact details so we may contact you regarding your Application Form or Application Monies.
• I. Enter your email address so we may contact you regarding your Application Form or Application Monies or other correspondence.

Note that ONLY legal entities can hold the Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and surname is required for each natural person.

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Individual	Mr John David Smith	J D Smith
Company	ABC Pty Ltd	ABC P/L or ABC Co
Joint Holdings	Mr John David Smith & Mrs Mary	John David & Mary Jane Smith
Trusts	Jae Smith Mr John David Smith	John Smith Family Trust
Deceased Estates	Mr Michael Peter Smith <est john<="" lte="" td="">	John Smith (deceased)	John Smith (deceased)
Partnerships	Smth A/C> Mr John David Smith & Mr Ian Lee Smith	John Smith & Son
Clubs/Unincorporated Bodies	Mr John David Smith <smith investment<="" td="">	Smith Investment Club					Smith Investment Club
A/C Superannuation Funds John Smith Pty Limited		John Smith Superannuation Fund

Examples of the correct form of registrable title are set out below.

Lodgement

Mail your completed Application Form with attached cheque(s) or Electronic Funds Transfer (as appropriate) to the following address:

Mailing address:

Eastern Goldfields Limited Level 1, 24 Mumford Place Balcatta WA 6021

The Offer closes at 5.00pm (WST) 24 February 2016*

* The Company reserves the right to vary the times and dates of the Public Offer without prior notice, including to close the Public Offer early or extend the Public Offer to accept late Applications

It is not necessary to sign or otherwise execute the Application Form.

Privacy Statement:

The Company advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact the Company at its registered office.