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ORA BANDA MINING LTD Major Shareholding Notification 2011

Nov 10, 2011

65475_rns_2011-11-10_985a74fb-5ac7-4e23-8d0c-5fbbc475b470.pdf

Major Shareholding Notification

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Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Swan Gold Mining Ltd
ACN/ARSN 100 038 266
1. Details of substantial holder (1)
Name
DCM DECOmetal GmbH (DCM)
ACN / ARSN (if applicable)
The bolder became a substantial bolder on 12/03/2010

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities Number
∴of securities
(5)
Persons
votes
(6)
√otina :
power
-----
Relevant
interest in
.264
664
∩∩
. 264
2°40 22 مت
ordinary shares
--------------------------------------
.

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Stirling Gold Pty Limited (Stirling DCM has a relevant interest in 83.06% 176,981,690 ordinary shares
Gold) ACN 134 037 513 of Stirling Resources which in turn
holds 100% of Stirling Gold.
DCM Direct Holding of Shares 5,832,917 ordinary shares
DCM Relevant interest through acquisition 39,849,657 ordinary shares
agreement (first and second tranche)

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and number of
securities
interest
:DCM
Stirling Gold
Stirling Gold 176,981,690 ordinary
shares
DCM DCM DCM. 5,832,917 ordinary shares
DCM Territory Resources DCM 39,849,657 ordinary
Ltd shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant
interest
Date of acquisition Consideration (9) Class and number of
securities
Cash Non-cash
DCM 12/03/10 AU\$15,000,000 300,000,000 ordinary
shares 2
DCM 11/05/10 US\$3,253,000 5,832 9173 ordinary shares
DCM 05/10/11 AU\$6,700,000 22,304,629 (1 st tranche) 4
ordinary shares
DCM 05/10/11 AU\$38.451 17,545,028 $(2^{nd}$ tranche) 5
ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

$\overline{2}$ This interest was acquired by Stirling Gold, via the Recapitalisation Deed for the recapitalisation of Swan Gold Mining Ltd.

$3$ Via an off-market transfer.

4 The first tranche under the Deed for Sale of Shares and Assignment of Rights. These shares have not yet been transferred from Territory Resources Limited to DCM. It is intended that they will be transferred on or prior to 31 October 2010.

5 The second tranche under the Deed for Sale of Shares and Assignment of Rights. These shares have not been transferred from Territory Resources Limited. It is intended that they will be transferred following the receipt of shareholder approval in accordance with Item 7 of Section 611 of the Corporations Act.

Ť See footnotes 4 and 5 for further details.

Name and ACN/ARSN (if applicable) Nature of association
Stirling Gold Pty Limited ACN 134 037 513 Stirling Gold is a 100% owned subsidiary of Stirling
Resources. Stirling Resources is a controlled body corporate
of DCM
Stirling Resources ACN 009 659 054 Stirling Resources is a controlled body corporate of DCM

7. Addresses

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

Name Address
DCM Grazerplatz 5, Fuerstenfeld 8280, Austria
Stirling Resources 150 Hay Street, Subiaco 6008
Stirling Gold C/- Crawley investments, 150 Hay Street, Subiaco 6008

Signature

print name DR. ROHTRANT SKATSCHE-DEPISCHEAPACHY MANAGING DIR SCOOK
sign here W date 11/10/11 031/M/M

DIRECTIONS

  • If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ manager and 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 7 of the form.
  • See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
  • See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations A. $(3)$
  • The voting shares of a company constitute one class unless divided into separate classes. $(4)$
  • The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an $(5)$ associate has a relevant interest in.
  • The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
  • Include details of: $(7)$
  • any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ 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 $(b)$ the 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.

  • 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". $(8)$
  • $(9)$ 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 of 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.