ORA BANDA MINING LTD — Proxy Solicitation & Information Statement 2004

Aug 11, 2004

62 Colin Street, West Perth, Western Australia 6005 Telephone: 61-8 9481 6422 Facsimile: 61-8 9481 6433

11 August 2004

Manager Announcements Company Announcements Office Australian Stock Exchange Limited Level 4 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

NOTICE OF GENERAL MEETING

Please find enclosed a copy of a notice of a general meeting of shareholders of Monarch Resources Limited to be held on 10 September 2004. We confirm that the notice has been despatched to shareholders.

Yours faithfully

FRANK CAMPAGNA Company Secretary

ABN 69 100 038 266

NOTICE OF GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM

For a General Meeting to be held on Friday, 10 September 2004 at 10.00 a.m. at the Celtic Club, 48 Ord Street, West Perth, Western Australia

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

A General Meeting of the shareholders of Monarch Resources Limited will be held at:

Celtic Club 48 Ord Street West Perth, Western Australia 6005 Commencing at 10.00 a.m. (WST) on 10 September 2004

How to vote

You may vote by attending the meeting in person, by proxy or by authorised representative.

Voting in person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10.00 a.m. (WST).

Voting by proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice as soon as possible and either:

• return the proxy form by post to Monarch Resources Limited, PO Box 870, West Perth, $\bullet$ Western Australia 6872; or
• send the proxy by facsimile to the Company on facsimile number (08) 9481 6433, ٠

so that it is received not later than 10.00 a.m. (WST) on 8 September 2004.

Your proxy form is enclosed.

62 Colin Street, West Perth. Western Australia 6005 Telephone: 61-8 9481 6422 Facsimile: 61-8 9481 6433

9 August 2004

Dear Shareholder

On 19 July 2004, the directors of Monarch announced the introduction of a Share Purchase Plan to be offered to all shareholders of the Company.

Under the Share Purchase Plan, shareholders can purchase up to \$5,000 worth of Shares in Monarch at a subscription price of 16 cents per Share, being a 20% discount to the average market price of the shares in the 5 days before the date of the announcement of the Share Purchase Plan

If all shareholders subscribed for the maximum number of Shares offered under the Share Purchase Plan, the Company would issue approximately 10,000,000 Shares. If there is a shortfall, the directors intend to make a share placement, to the extent that the total number of Shares subscribed for under both the Share Purchase Plan and the placement will be at least 6,400,000 Shares, raising \$1,024,000 for the Company. Any placement would be on the same terms as the offer made to shareholders under the Share Purchase Plan.

As part of the Share Purchase Plan initiative, Monarch proposes to issue Options to those shareholders who subscribe for Shares under the Share Purchase Plan, on the basis of one (1) Option for every two (2) Shares subscribed for. The issue of these Options is subject to shareholder approval and the Company lodging a prospectus for the issue of the Options.

The attached notice of meeting sets out the required approvals to enable the issue of Options to shareholders who subscribe for Shares under the Share Purchase Plan and to investors who participate in any share placement.

The notice of meeting includes specific approval for directors to participate in the Option issue, as is required under ASX Listing Rules.

Please contact the Company Secretary, Mr Frank Campagna, if you have any questions regarding the notice of meeting.

Yours faithfully

Colin Smith Chairman

ABN 69 100 038 266

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of shareholders of Monarch Resources Limited (Company) will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Friday, 10 September 2004 at 10.00 a.m.

AGENDA

BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered as special business.

1. Issue of Options

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution.

"That, for the purposes of Listing Rules 7.1 and 10.11 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, approval is given for the Company to allot and issue up to 5,000,000 options to acquire fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short explanation: Under Listing Rule 7.1, the Company may issue up to 15% of its ordinary share capital in any 12 month rolling period without shareholder approval. By obtaining the prior approval of shareholders for the issue of securities proposed under this resolution, the Company retains the flexibility to make future issues of securities up to that threshold. Shareholder approval is also required under ASX Listing Rule 10.11 because related parties of the Company who participate in the Share Purchase Plan are also entitled to receive Options under the Option issue (as set out in the Explanatory Statement).

Voting exclusion: The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associates of those persons.

By order of the Board

Frank Campagna Company Secretary

Perth, Western Australia 9 August 2004

NOTES

• A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two 1. proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
• Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person 2. excluded from voting as proxy for a person who is entitled to vote in accordance with the directions on the proxy form, or where it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.
• 1. In accordance with requirements of the Corporations Regulations, the directors have set a snapshot date to determine the identity of those entitled to attend and vote at the meeting. The snapshot date is 10.00 a.m. (WST) on 8 September 2004.

ABN 69 100 038 266

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. If you have any questions regarding the matters set out in this Explanatory Statement or the Notice, please contact the Company, your stockbroker or other professional adviser.

GENERAL INFORMATION

This Explanatory Statement has been prepared for Shareholders in connection with the General Meeting of shareholders of the Company to be held on 10 September 2004.

RESOLUTION 1 - ISSUE OF OPTIONS

Background

On 19 July 2004, Monarch announced that the Board of Directors had approved the introduction of a Shareholder Share Purchase Plan. The Share Purchase Plan entitles eligible Shareholders in the Company, irrespective of the size of their shareholding, to purchase up to \$5,000 worth of Shares, at a subscription price of \$0.16 per Share. A Shareholder is eligible to participate in the Share Purchase Plan if they were registered as a holder of Shares as at 5.00 p.m. (WST) on 19 July 2004 and who had a registered address in Australia or New Zealand.

The announcement also stated that the Company proposed to make an issue of one (1) Option for every two (2) Shares subscribed for under the Share Purchase Plan, subject to obtaining Shareholder approval for the issue of the Options and the issue of a prospectus for the Options.

Because the proposed issue of the Options is subject to shareholder approval, the terms of the Share Purchase Plan state that the Company does not guarantee that those shareholders who subscribe for Shares under the Share Purchase Plan will receive any Options. Accordingly the issue of Shares to shareholders who accept the offer under the Share Purchase Plan will not be conditional upon the proposed Option Issue.

If there is a shortfall in acceptances under the Share Purchase Plan, the directors intend to make a share placement to the extent that the total number of Shares issued under both the Share Purchase Plan and the placement is at least 6,400,000 Shares. This would mean a combined equity raising of at least \$1,024,000 for the Company. As set out in the Share Purchase Plan, these funds will be used by the Company for ongoing exploration activities on existing mineral tenements, the review of other resource projects in which the Company may participate and for general working capital purposes.

Any placement would be on the same terms as the offer made to shareholders under the Share Purchase Plan, including the issue of one Option for every two Shares subscribed for.

Shareholder approval is being sought pursuant to ASX Listing Rules 7.1 and 10.11 for the issue of up to 5,000,000 Options to those Shareholders who accept their entitlement under the Share Purchase Plan and to participants in any placement made by the Company, on the basis of one Option for every two Shares subscribed for.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue during any 12 month period any equity securities, or other securities with rights of conversion to equity (such as an option), if the number of those securities exceeds 15% of the total ordinary securities on issue at the commencement of that 12 month period.

One circumstance where an issue is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of shareholders in general meeting.

The proposed issue of up to 5,000,000 Options will allow this number of securities to not be included in the calculation set out in ASX Listing Rule 7.1. This leaves the Company with the flexibility to issue equity securities in the future up to the 15% threshold.

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.1:

• $(a)$ the maximum number of securities to be issued by the Company is 5,000,000 Options;
• $(b)$ the allottees of the Options will be Eligible Shareholders who subscribe for Shares pursuant to the Share Purchase Plan or participants in any placement of the shortfall made by the Company, on the basis of one Option for every two Shares subscribed for. The identity of the allottees of the Options under any placement is not yet known. Although the identity of the allottees of the Options under any placement are not yet known, those allottees will not be, in any event, related parties of the Company (or their associates):
• the Options will be issued no later than 3 months after the date of the meeting (or such $(c)$ later date as permitted by any ASX waiver or modification of the ASX Listing Rules). It is anticipated that allotment will occur on one date;
• the Options will be issued for free; $(d)$
• $(e)$ the Options will rank equally with the options currently trading on ASX under the code "MRSO", the material terms and conditions of which are set out in this Explanatory Statement; and
• no funds will be raised from the issue of the Options. The Options are being issued as $(f)$ part of a Share Purchase Plan in which all Eligible Shareholders may participate and to participants in any placement. If all Options are issued and are then subsequently exercised, a maximum amount of \$1,000,000 will be raised. The funds will be used for ongoing exploration activities on existing mineral tenements, the review of other resource projects in which the Company may participate and for general working capital purposes.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party of the company.

If the Resolution is passed, securities may be issued to related parties of the Company and accordingly, shareholder approval for the issue of Options to those parties is required pursuant to ASX Listing Rule 10.11. The related parties of Monarch who may receive Options are set out below.

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to the Resolution:

The following parties are related parties and Eligible Shareholders of the Company and $(a)$ are therefore eligible to receive Options under the Option Issue should they subscribe for Shares under the Share Purchase Plan. The maximum number of Options they may be issued under the Option Issue are:

g sa kuningan ng Kitabungan na Kitabungan. Kang sa Tanggung ng Kitabung ng Kitabungan an de Salvador 1940 - Paris II (1940) to a traductor de la construcción. Por este construcción $\gamma_{1,0},\ldots,\gamma_{n_{\max(1,1,1)}})$	Maximum number of Options under Option Issue (on the basis of 1 Option for every 2 Shares)
Related parties	subscribed for under the Share Purchase Plan)
Adrienne Smith 1	15,625
CL Smith & Associates Pty Ltd 2	15,625
Michael Kiernan 3	15,625
Crawley Investments Pty Ltd 4	15,625
James Kiernan 5	15,625
Gimont Pty Ltd 6	15,625
Methuen Nominees Pty Ltd 7	15,625

Notes:

• ¹ Adrienne Smith is a related party of the Company by virtue of being the spouse of Colin Smith, a director of the Company.
• ² CL Smith & Associates Pty Ltd is a company in which Colin Smith has a relevant interest.
• ³ Michael Kiernan, is a director of the Company, and is therefore a related party of the Company.
• ⁴ Crawley Investments Pty Ltd is a company in which Michael Kiernan has a relevant interest and is therefore also a related party of the Company.
• ⁵ James Kiernan is the son of Michael Kiernan and is therefore also a related party of the Company.
• ⁶ Gimont Pty Ltd is a company in which David Macoboy (a director of the Company) has a relevant interest.
• $7^\circ$ Methuen Nominees Pty Ltd is a company in which Phillip Botsis (a director of the Company) has a relevant interest.

The number of Options received by related parties under the Option Issue will depend on the number of Shares subscribed for, if any, under the Share Purchase Plan;

• $(b)$ the Options will be issued for nil consideration on the same terms as the Options issued to all Eligible Shareholders who have participated in the Share Purchase Plan;
• $(c)$ the terms and conditions of the Options are set out in this Explanatory Statement;
• there will be no funds raised from the issue of Options. The Options are being issued as $(d)$ part of a Share Purchase Plan in which all Eligible Shareholders may participate (and to participants in any placement, on the same terms). If all of the related parties receive the maximum number of Options under the Option Issue and then subsequently exercise all of the Options, up to \$21,875 will be raised. The funds will be used as additional working capital for the Company;

the Options will be issued not later than one month after the date of the meeting (or $(e)$ such later date as permitted by any ASX waiver or modification of the ASX Listing Rules). It is anticipated that allotment will occur on one date.

Terms and conditions of the Options

The material terms and conditions of the Options are as follows:

• each Option entitles the holder to one Share in the Company; $(a)$
• $(b)$ the Options are exercisable at any time on or prior to 5.00 p.m. (WST) on 31 July 2006 (Expiry Date) by completing an Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company;
• $(c)$ the Option exercise price is \$0.20 per Option;
• $(d)$ an Option does not confer the right to a change in exercise price or a change in the number of underlying shares over which the Option can be exercised;
• subject to the Corporations Act, the Listing Rules and the Company's Constitution, the $(e)$ Options are freely transferable;
• $(f)$ all Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's then issued Shares. The Company will apply for quotation of the Options and all Shares issued upon exercise of the Options on ASX;
• there are no participating rights or entitlements inherent in the Options and holders will $(g)$ not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue: and
• $(h)$ if at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules.

GLOSSARY

ASX means Australian Stock Exchange Limited (ACN 008 129 164).

ASIC means Australian Securities and Investments Commission.

Business Day has the meaning given to that term in the ASX Listing Rules.

Company or Monarch means Monarch Resources Limited (ABN 69 100 038 266).

Constitution means the constitution of the Company.

Eligible Shareholder means a registered Shareholder as at 5.00 p.m. (WST) on 19 July 2004 and who had a registered address in Australia or New Zealand.

Explanatory Statement means the statement set out in Section 2 of this Memorandum.

Listing Rules or ASX Listing Rules means the official listing rules of ASX.

Meeting means the meeting convened by the Notice.

Memorandum means all of the documents accompanying the Notice.

Notice means the notice of meeting accompanying this Memorandum.

Option means an option to acquire a Share on the terms and conditions set out in the Explanatory Statement.

Option Issue means the issue of a maximum of 5,000,000 Options on the basis of one Option for every two Shares subscribed for under the Share Purchase Plan, or placement by the Company of any shortfall from the Share Purchase Plan.

Share means a fully paid ordinary share in the capital of the Company.

Share Purchase Plan means the shareholder share purchase plan dated 19 July 2004 entitling eligible Shareholders in the Company irrespective of the size of their shareholding, to purchase up to \$5,000 worth of Shares at \$0.16 per Share.

Shareholder means a holder of Shares.

WST means Western Standard Time.

ABN 69 100 038 266

PROXY FORM

$1/W_e$

being a member of Monarch Resources Limited entitled to attend and vote at the meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at the Celtic Club, 48 Ord Street. West Perth, Western Australia on 10 September 2004 at 10.00 a.m. and at any adjournment thereof.

Voting on business of the General Meeting

		FOR	AGAINST	ABSTAIN
Resolution 1	Issue of Options		the contract of the contract of	the contract of the con-
OR

If you do not wish to direct your proxy how to vote, please place a mark in this box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman intends to vote in favour of the resolution.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is __________ %

	Dated this ______ 2004
Вy
Individuals and joint holders	Companies (affix common seal if appropriate)
Signature	Director
Signature	Director/Company Secretary
Signature	Sole Director and sole Company Secretary

MONARCH RESOURCES LIMITED ABN 69 100 038 266

INSTRUCTIONS FOR COMPLETING PROXY FORM

• 1. A member entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, each proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• $2.$ A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• 1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
• 2 directors of the company;
• a director and a company secretary of the company; or
• for a proprietary company that has a sole director who is also the sole company secretary, that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or $(2)$ as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• $\ddot{4}$ . Completion of a Proxy Form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
• 1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as the ртоху.