ORA BANDA MINING LTD — Proxy Solicitation & Information Statement 2007

Nov 12, 2007

ABN 69 100 038 266

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NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM

PROXY FORM

TIME : 10.00am WDST DATE : 14 December 2007 PLACE : Plaza Ballroom 3 Hyatt Hotel 99 Adelaide Terrace Perth, Western Australia

ABN 69 100 038 266

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NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of shareholders of Monarch Gold Mining Company Limited (Company) will be held at the Plaza Ballroom 3, Hyatt Hotel, 99 Adelaide Terrace, Perth, Western Australia on Friday, 14 December 2007 at 10 a.m.

AGENDA

To consider and if thought fit to pass, with or without amendment, the following resolutions as ordinary resolutions :

1. Ratification of Prior Issue

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes Shareholders ratify the allotment and issue of 45,000,000 Shares on the terms and conditions set out in the Explanatory Memorandum.”

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates.

2. Consolidation of Share Capital

“That, for the purposes of Section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

• (a) every three (3) Shares be consolidated into one (1) Share; and

• (b) every three (3) Options to acquire a Share be consolidated into one (1) Option to acquire a Share,

and where this consolidation results in a fraction of a Share or Option being held by a Shareholder or Optionholder (as the case may be), the directors of the Company be authorised to round that fraction up to the nearest whole Share or Option.”

3. Removal of Auditor

“That, Ernst & Young be removed as auditors of the Company.”

To consider and if thought fit to pass, with or without amendment, the following resolution as a special resolution

4. Appointment of Auditor

“That for the purposes of section 327D of the Corporations Act and for all other purposes, the Company appoint PricewaterhouseCoopers as auditors of the Company.”

By order of the Board

Frank Campagna

Company Secretary

Perth, Western Australia 12 November 2007

VOTING EXCLUSION NOTE

Where a voting exclusion applies, the Company will not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

NOTES

A member of the Company who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote for the member at the Meeting. A proxy need not be a member of the Company.

A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the proxy instructions on the form.

In accordance with Regulation 7.11.37 of the Corporations Regulations, the directors have determined that the identity of those entitled to attend and vote at the Meeting is to be taken to be those persons who held shares in the Company as at 5 p.m. on 12 December 2007.

ABN 69 100 038 266

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of Monarch Gold Mining Company Limited in connection with the business to be considered at the forthcoming General Meeting of the Company and should be read in conjunction with the accompanying Notice.

RESOLUTION 1 - PLACEMENT

As announced on 2 October 2007, the Company recently placed 45,000,000 Shares to institutional and sophisticated investors at an issue price of 26 cents each to raise $11,700,000 ( Placement ).

Resolution 1 seeks Shareholder ratification of the issue of Shares pursuant to the Placement.

Under ASX Listing Rule 7.4, a company can seek ratification of issues that have been made within the previous 12 month period. The effect of such ratification is that the issue of shares or options is then deemed to have been made as if shareholder approval had been obtained, thus not counting towards the 15% limit.

Under ASX Listing Rule 7.5 the following information is provided to shareholders:

• (a) a total of 45,000,000 Shares were issued and allotted;

• (b) the Shares were issued at an issue price of 26 cents per Share;

• (c) the Shares issued are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

• (d) the Shares were allotted and issued to institutional and sophisticated clients of Bell Potter Securities, Greenwich Equities, Entrust Private Wealth Management and Macquarie Private Wealth, and these persons were not related parties of the Company;

• (e) $11,700,000 was raised from the issue which will be applied towards development of the Davyhurst project, the Riverina project and the Mt Ida project.

RESOLUTION 2 - CONSOLIDATION OF SHARE CAPITAL

Background

The Directors of the Company have resolved to seek a secondary listing of the Company's securities on the Toronto Stock Exchange (TSX). As part of the planned listing process, the Directors have proposed that the share capital of the Company needs to be consolidated in order to have an appropriate capital structure for seeking the listing on TSX. The purpose of Resolution 2 is to seek Shareholder approval for the consolidation of the Company's share capital.

Indicative timetable

Indicative timetable
Event	Date
Announcement of consolidation of capital	23 October 2007
Snapshot date for eligibility to vote at the annual general meeting (which is the date on which you must own Shares)	close of business 12 December 2007
General meeting to approve consolidation	14 December 2007
Consolidation date	14 December 2007
Trading on a deferred settlement basis starts	18 December 2007
Despatch date for details of holdings	3 January 2008

These dates are indicative only and are subject to change.

ABN 69 100 038 266

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Consolidation

The Consolidation is proposed as it will implement a more appropriate capital structure for the Company to seek a secondary listing on TSX.

Section 254H of the Corporations Act provides that a company may, by resolution passed in general meeting, convert all or any of its shares into a larger or smaller number of shares. The ASX Listing Rules also require that the number of options on issue be consolidated in the same ratio as the ordinary capital and the exercise price amended in inverse proportion to that ratio.

If Resolution 2 is passed, the number of Shares and Options on issue at the date of the Meeting will be reduced by dividing the number of Shares and Options by 3. On the basis of the number of Shares on issue as at the date of the Notice, the number of Shares on issue will be reduced from 462,226,975 to approximately 154,075,659. Similarly, in accordance with the ASX Listing Rules, and on the basis of the number of Options on issue as at the date of the Notice, the number of Options on issue will be reduced from 37,500,000 to 12,500,000 and the exercise price of the Options will be increased by a multiple of 3. These numbers are indicative only and may change if the Company issues additional Shares or grants new Options prior to the Meeting.

As from the effective date of the Resolution (being the date of the Meeting), all holding statements for Shares and Options will cease to have any effect, except as evidence of entitlement to a certain number of post-consolidation Shares and Options. After the consolidation becomes effective, the Company will arrange for new holding statements to be issued to Shareholders and Optionholders.

Fractional entitlements and taxation

Not all Shareholders and Optionholders will hold that number of Shares and Options which can be evenly divided by 3. Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole Share or Option.

It is not considered that any taxation consequences will exist for Shareholders or Optionholders arising from the Consolidation. However, Shareholders and Optionholders are advised to seek their own taxation advice on the effect of the Consolidation on their personal circumstances. Neither the Company, nor the Directors (or the Company's advisers) accept any responsibility for the individual taxation consequences arising from the Consolidation.

RESOLUTION 3 – REMOVAL OF AUDITORS

The Company has received a notice of intention from Shareholders holding more than 5% of the issued Shares in the Company to remove the current auditors, Ernst & Young. Accordingly, Shareholder approval is sought to remove the current auditors.

Under Section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which notice of intention to move the resolution has been given.

RESOLUTION 4 – APPOINTMENT OF AUDITORS

The Directors have received a notice of nomination from Shareholders holding more than 5% of the issued capital of the Company for the appointment of PricewaterhouseCoopers as auditors of the Company. A copy of this notice of nomination is set out in the Schedule. The Company has also received the consent of PricewaterhouseCoopers to the appointment as the Company's auditors.

Under section 327D of the Corporations Act, the Company in general meeting may appoint an auditor to replace an auditor removed in accordance with section 329. Accordingly, approval is sought from the Shareholders for the appointment of PricewaterhouseCoopers as auditors of the Company.

ABN 69 100 038 266

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GLOSSARY OF TERMS

$ means Australian dollar.

“ASIC” means Australian Securities and Investments Commission;

“ASX” means ASX Limited;

• “ASX Listing Rules” means the official listing rules of ASX;

“Board” means the current board of directors of the Company;

“Company” or “Monarch” means Monarch Gold Mining Company Limited (ABN 69 100 038 266);

“Constitution” means the constitution of the Company as amended from time to time;

“Corporations Act” means the Corporations Act 2001 (Commonwealth);

“Corporations Regulations” means the Corporations Regulations 2001 (Commonwealth);

“Directors” means the current directors of the Company;

“Explanatory Memorandum” means the explanatory memorandum to the Notice;

“Meeting” or “General Meeting” means the general meeting of shareholders convened by the Notice;

“Notice” or “Notice of Meeting” means the notice of General Meeting including the Explanatory Memorandum;

“Option” means an option to acquire a Share;

“Optionholder” means a holder of an Option;

“Resolutions” means the resolutions set out in this Notice, or any one of them, as the context requires;

“Share” means an ordinary fully paid share in the Company;

“Shareholder” means the holder of a Share;

“WDST” means Western Daylight Saving Time as observed in Perth, Western Australia.

ABN 69 100 038 266

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SCHEDULE

ABN 69 100 038 266

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PROXY FORM

Company Secretary Monarch Gold Mining Company Limited Level 1, 23 Ventnor Avenue West Perth Western Australia 6005

FACSIMILE: (08) 9481 6433

I/We

being a member of Monarch Gold Mining Company Limited,

holding shares in the capital of the Company,

hereby appoint

or failing him/her, the Chairman of the Meeting as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held on 14 December 2007 at the Plaza Ballroom 3, Hyatt Hotel, 99 Adelaide Terrace, Perth, Western Australia, and at any adjournment thereof. If no voting directions are given, the Chairman will vote in favour of each resolution.

Instructions on voting

			FOR	AGAINST	ABSTAIN
Resolution	1	Ratification of Prior Issue
Resolution	2	Consolidation of Share Capital
Resolution	3	Removal of Auditor
Resolution	4	Appointment of Auditor

OR

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote in respect of the resolutions, please place a mark in this box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he/she has an interest in the outcome of the resolution and votes cast by him/her other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on 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.

Dated this day of Individuals and joint holders to sign: Signature	2007 Companies to sign (affix common seal if applicable): Director, or sole director and sole secretary_(delete as applicable)_

Director or Company Secretary

Signature

VOTING BY PROXY

1. A member of the Company entitled to attend and vote at the annual general meeting is entitled to appoint a proxy (who need not be a member) to attend and vote on his/her behalf.

2. If the member is entitled to cast two or more votes at the meeting, they may appoint two proxies. If the member appoints two proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, then each proxy may exercise half of the votes.

3. The proxy form must be received at the Company's registered office at Level 1, 23 Ventnor Avenue, West Perth, Western Australia, 6005, or by facsimile on (08) 9481 6433 and in both cases, not less than 48 hours before the time of holding of the meeting.

4. In the case of joint holders of shares, the vote of the senior who tenders a vote, whether in person or by proxy, attorney or representative, must be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority is determined by the order in which the names stand in the register.

5. An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor's attorney, duly authorised in writing or, if the appointor is a corporation, under seal. A copy of the power of attorney must be lodged for any proxy appointed under a power of attorney.

6. A proxy for a corporation must be appointed under the common seal of the corporation or signed in accordance with the requirements 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:

7. 2 directors of the company; or

8. a director and a company secretary of the company; or

9. 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 Sections 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.

1. If no voting instructions are marked on the proxy form then the proxy may vote as he/she thinks fit or may abstain from voting.

If a proxy is instructed to abstain from voting on an item of business, that person is directed not to vote on the shareholder's behalf on a poll and the shares the subject of the proxy appointment will not be counted in calculating the required majority.

Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned and the nominated proxy does not attend the meeting, the chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions.