ORA BANDA MINING LTD — Major Shareholding Notification 2008

Mar 3, 2008

Territory Resources Limited

23 Ventnor Avenue, West Perth WA 6005 Telephone: +61 8 9483 5100 Facsimile: +61 8 9483 5111

4 March 2008

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

Dear Sir/Madam

$\frac{1}{\sqrt{2}}$

ASIC FORM 604 - Notice of Change of Interests of Substantial Holder

Attached is a copy of a Notice of change of interests of substantial holder in respect to Territory Resources Limited group's recent acquisitions of shares in Monarch Gold Mining Company Limited.

Yours sincerely

Patrick McCole Company Secretary

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme		Monarch Gold Mining Company Limited
ACN/ARSN	100 038 266
1. Details of substantial holder (1)
Name	Territory Resources Limited
ACN/ARSN (if applicable) 100 552 118
There was a change in the interests of the
substantial holder on		3/03/2008
The previous notice was given to the company on		27/02/2008
The previous notice was dated		27/02/2008

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice ___	.	Present notice
-----	Person's votes _________	Voting power (5) ---------------------------------------	Person's votes _________	Voting power (5)
lOrdinary securities	9.345.760 --------------------------	5.2%	12.086.497 ---------------------------------------	6.73%
.	_________	_________

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration aiven in relation to change $(7)$	Class and number of securities affected	Person's votes affected
	27 February 2008 Territory Resources Limited	On market purchase	\$223,779	500,737 ordinary securities	500,737
	28 February 2008 Territory Resources Limited	On market purchase	\$315,317	715,330 ordinary securities	715,330
	29 February 2008 Territory Gold Pty Ltd	On market purchase	\$203,304	470,722 ordinary securities	470,722
	29 February 2008 Territory Resources Limited	Taken under section 608(3)(b) of the Corporations Act to have a relevant interest by reason of having control lof Territory Gold Pty Ltd.	Nil	See above	See above
3 March 2008	Territory Gold Pty Ltd	On market purchase	\$472,695	1,053,948 ordinary securities	1,053,948
13 March 2008	Territory Resources Limited	Taken under section 608(3)(b) of the Corporations Act to have a relevant interest by reason of having control of Territory Gold Pty Ltd.	Nil	lSee above	See above

Present relevant interests 4.

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Territory Gold Pty lLtd	Territory Gold Pty Ltd	Territory Gold Pty Ltd	Registered holder	1.524.670 lordinary securities	1.524.670

Territory Resources Limited	Territory Gold Pty Ltd	Territory Gold Pty Ltd	Taken under section $ 608(3)(b)$ of the Corporations Act to have a relevant interest by reason of having control of Territory Gold Pty Ltd.	1,524,670 ordinary securities	1.524.670
	Territory Resources Limited	Territory Resources Limited	Registered holder	10,561,827 lordinary securities	10,561,827

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Territory Resources Limited ACN 100 552 118	Ground Floor, 23 Ventnor Avenue, West Perth WA 6005
Territory Gold Pty Ltd ACN 125 323 122	Ground Floor, 23 Ventnor Avenue, West Perth WA 6005

Signature

	print name Patrick McCole	capacity	Company secretary
sign here		date	4/03/2008

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and $(1)$ trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.