ORA BANDA MINING LTD — Capital/Financing Update 2020

Jul 6, 2020

7 July 2020

Dear Shareholder

Entitlement Offer – Notice to Ineligible Shareholders

On 3 July 2020, Ora Banda Mining Limited (ASX: OBM) ( Ora Banda or Company ) announced that it was conducting a A$40 million institutional placement ( Placement ) and an accelerated nonrenounceable entitlement offer ( Entitlement Offer ) of approximately A$15 million in new fully paid ordinary shares in Ora Banda ( New Shares ) on a 1 for 9 basis to eligible shareholders, at an offer price of A$0.23 per New Share ( Offer Price ) (together, the Offer ).

The Entitlement Offer is being made by way of an offer document in accordance with section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ) (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84), meaning that no prospectus needs to be prepared ( Offer Document ). The Entitlement Offer comprises an institutional entitlement offer ( Institutional Entitlement Offer ) and an offer to Eligible Retail Shareholders (as defined below) to participate on the same terms ( Retail Entitlement Offer ). The Institutional Entitlement Offer has already closed and the results announced to ASX on 7 July 2020.

The Entitlement Offer is being underwritten and lead managed by Hartleys Limited ( Underwriter ). The Underwriter will be paid an underwriting fee of 6% of the Entitlement Offer, with the exception of funds subscribed by Hawke’s Point for which a 2% management fee will apply.

The Company will use the proceeds raised from the Offer to fund mining costs, processing plant costs and infrastructure and ancillary costs for the recommencement of production at the Company’s Davyhurst gold project and for general working capital.

The Offer Document was released on the ASX on 7 July 2020 and will be despatched to Eligible Retail Shareholders (as defined below) on or around 10 July 2020 and it is available on the ASX website at www.asx.com.au and also on the Company's website at www.orabandamining.com.au.

This is a letter to inform you that you are not an Eligible Retail Shareholder for the purposes of the Retail Entitlement Offer. This letter is not an offer to issue New Shares to you, nor an invitation to apply for New Shares. You are not required to do anything in response to this letter but there may be financial implications for you as a result of the Entitlement Offer that you should be aware of.

Eligibility Criteria

Shareholders who are eligible to participate in the Retail Entitlement Offer ( Eligible Retail Shareholders ) are those persons who:

• (a) are registered as a holder of fully paid ordinary shares in Ora Banda as at 5.00 pm (AWST) on 7 July 2020 ( Record Date );

• (b) have a registered address on Ora Banda’ share register that is in Australia or New Zealand or are a shareholder that Ora Banda has otherwise determined is eligible to participate;

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• (c) are not in the United States and are not acting for the account or benefit of any person in the United States; and

• (d) are eligible shareholders who did not subscribe for New Shares under the Institutional Entitlement Offer.

Ora Banda has determined, pursuant to section 9A of the Corporations Act and ASX Listing Rule 7.7.1(a), that it would be unreasonable to make offers to shareholders in all countries outside Australia or New Zealand in connection with the Retail Entitlement Offer ( Ineligible Shareholders ). This is due to the legal and regulatory requirements in countries other than Australia or New Zealand and the potential costs to Ora Banda of complying with these requirements, compared with the relatively small number of shareholders in those countries, the relatively small number of existing Ora Banda ordinary shares they hold and the relatively low value of New Shares to which those shareholders would otherwise be entitled to subscribe for.

Determination of eligibility of investors for the purposes of the Retail Entitlement Offer is determined by Ora Banda with reference to a number of matters.

Unfortunately, according to our records, you do not satisfy the eligibility criteria for an Eligible Retail Shareholder as stated above. Accordingly, in compliance with ASX Listing Rule 7.7.1(b) and section 9A(3) of the Corporations Act, Ora Banda wishes to advise you that it will not be extending the Retail Entitlement Offer to you and you will not be able to subscribe for New Shares under the Retail Entitlement Offer. You will not be sent the documents relating to the Retail Entitlement Offer or be able to subscribe for New Shares under the Retail Entitlement Offer.

Notwithstanding the above, Ora Banda may agree to extend the Retail Entitlement Offer to certain institutional shareholders in foreign jurisdictions who did not participate in the Institutional Entitlement Offer subject to compliance with applicable laws.

As the Retail Entitlement Offer is non-renounceable, you will not receive any payment or value for entitlements in respect of any New Shares that would have been offered to you if you were eligible.

Further Information

If you have any questions in relation to any of the above matters, please contact the Company on +61 8 6365 4548 from 8.30am to 5.30pm (AWST), Monday to Friday. For other questions, you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser.

On behalf of Ora Banda, we regret that you are not eligible to participate in the Entitlement Offer and thank you for your continued support.

Yours faithfully

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David Quinlivan Managing Director +61 8 6365 4548 info@orabandamining.com.au

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Important Notices

This notice is issued by Ora Banda Mining Limited. This notice is not a prospectus or offering document under Australian law or under any other law. It is for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain or purchase any securities in Ora Banda in any jurisdiction. This letter does not constitute financial product advice and does not and will not form part of any contract for the acquisition of Ora Banda ordinary shares.

This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other country. No action has been or will be taken to register, qualify or otherwise permit a public offering of the New Shares in any jurisdiction outside Australia or New Zealand. In particular, the New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold to persons in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

The provision of this document is not, and should not be considered as, a securities recommendation or financial product advice. The information in this document is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. Before acting on the information, you should consider the appropriateness of the information, having regard to your objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your stockbroker, accountant, taxation adviser, financial adviser or other professional adviser.

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