ORA BANDA MINING LTD — Proxy Solicitation & Information Statement 2008

Mar 31, 2008

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31 March 2008

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

Dear Sir/Madam

NOTICE OF GENERAL MEETING

Attached is a copy of the Notice of General Meeting to be held on 2 May 2008 which will be despatched to shareholders today.

Yours sincerely

Patrick McCole Company Secretary

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MONARCH GOLD MINING COMPANY LIMITED ABN 69 100 038 266

NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

Date and time of meeting

2 May 2008 at 3.00 p.m.

Place of meeting

Celtic Club 48 Ord Street West Perth, Western Australia

MONARCH GOLD MINING COMPANY LIMITED

ABN 69 100 038 266

NOTICE OF GENERAL MEETING

Notice is hereby given a general meeting of shareholders of Monarch Gold Mining Company Limited (“Company”) will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Friday, 2 May 2008 at 3.00 p.m.

AGENDA

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

1. Ratification of Placement

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes Shareholders ratify the allotment and issue of 20,000,000 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. 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 510,392 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.

By order of the Board

Patrick McCole Company Secretary

Perth, Western Australia 31 March 2008

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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.

PROXIES

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 3.00 p.m. on Friday, 2 May 2008.

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MONARCH GOLD MINING COMPANY LIMITED

ABN 69 100 038 266

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 – RATIFICATION OF PLACEMENT

As announced on 15 February 2008, the Company recently placed 20,000,000 Shares to institutional and sophisticated investors at an issue price of 50 cents each to raise $10,000,000 before costs ( 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 20,000,000 Shares were issued and allotted;

• (b) the Shares were issued at an issue price of 50 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 shareholders and these persons were not related parties of the Company ;

• (e) $10,000,000 was raised from the issue which will be applied towards the mine development at Riverina project and Mt Ida project.

RESOLUTION 2 - RATIFICATION OF PRIOR ISSUE

On 7 February 2008, the Company reached an agreement with the Lessee of Riverina Station to enable mining of the Riverina Pit ( Agreement ). The Riverina Pit is located within the distance prescribed under the Mining Act 1978 where the consent of the Lessee or the Mining Warden is required before mining can commence. Under the agreement the Company as part of the consideration, issued 510,392 shares to the Lessee on 26 February 2008 ( Prior Issue ).

Resolution 2 seeks Shareholder ratification of the issue of Shares pursuant to the Prior Issue.

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 510,392 Shares were issued and allotted;

• (b) the Shares were issued as part of the consideration for the Agreement and were issued at a Nil price 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 Mr and Mrs North both of whom are not related parties of the Company ;

• (e) Nil funds were raised from the issue.

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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;

• “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.

• “ WST ” means Western Standard Time as observed in Perth, Western Australia.

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MONARCH GOLD MINING COMPANY LIMITED ABN 69 100 038 266

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 General Meeting of the Company to be held on Friday, 2 May 2008 at the Celtic Club, 48 Ord Street, West 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

Resolution 1 Ratification of Placement Resolution 2 Ratification of Prior Issue	FOR AGAINST ABSTAIN

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 _______ 2008

Individuals and joint holders to sign: Companies to sign (affix common seal if applicable):

Signature Director, or sole director and sole secretary (delete as applicable) Signature Director or Company Secretary

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.