ORA BANDA MINING LTD — Proxy Solicitation & Information Statement 2011

Nov 28, 2011

SWAN GOLD MINING LIMITED ACN 100 038 266

NOTICE OF GENERAL MEETING

TIME : 11.00AM (WST) DATE : 30 December 2011 PLACE : City West Receptions, 45 Plaistowe Mews, West Perth

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6389 7500.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	4
Glossary	7
Proxy Form

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the general meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00AM (WST) on 30 December 2011 at:

City West Receptions, 45 Plaistowe Mews, West Perth.

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the only Shareholders eligible to vote at the Reduction of Capital Meeting are Stirling Resources Limited, Territory Resources Limited and DCM Decometal GMBH, whose Shares are to be cancelled and who is a registered Shareholder of the Company as at the time that is 48 hours prior to the time and date of the General Meeting

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

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Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – APPROVAL FOR A SELECTIVE REDUCTION OF CAPITAL

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

“That, in accordance with Section 256C(2) of the Corporations Act and for all other purposes, approval is given by Stirling Gold Pty Limited (subject to approval from Stirling Resources Limited shareholders), Territory Gold Pty Limited and DCM Decometal GMBH for the Company to make a selective reduction of capital and cancel a total of 222,664,264 Shares held by Stirling Gold Pty Limited, Territory Gold Pty Limited and DCM Decometal GMBH on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation : Under the Corporations Act, a company may make a selective reduction of its capital by a special resolution passed at a general meeting. The cancellation of 222,664,264 Shares is a selective reduction of capital and therefore must be approved by Stirling, Territory and DCM whose Shares are being cancelled. Please refer to the Explanatory Statement for details.

DATED: 29 NOVEMBER 2011

BY ORDER OF THE BOARD

ILDIKO WOWESNY COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTION 1 – APPROVAL FOR A SELECTIVE REDUCTION OF CAPITAL

1.1 General

This resolution relates to Resolution 1 of the Notice of General Meeting.

A condition precedent for the Transaction is the cancellation of all of Territory, Stirling and DCM’s Shares in the Company, being the following:

Stirling	176,981,690
Territory	39,849,657
DCM	5,832,917
TOTAL	222,664,264

Accordingly, this Resolution seeks Shareholder approval for the reduction of capital by way of a cancellation of all of the fully paid ordinary shares in the Company held by Territory, Stirling and DCM by way of a selective reduction of capital.

1.2 Corporations Act

Pursuant to Section 256C of the Corporations Act, a company may make a selective capital reduction if it is approved by a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced. If the reduction of capital involves the cancellation of shares, the reduction must also be approved by a special resolution passed at a meeting of the shareholders whose shares are to be cancelled.

The Corporations Act provides that the rules relating to a reduction of share capital are designed to protect the interests of shareholders and creditors by:

• (a) addressing the risk of the transaction leading to the Company’s solvency;

• (b) seeking to ensure fairness between the shareholders of the Company; and

• (c) requiring the Company to disclose all material information.

In particular, Section 256B of the Corporations Act requires that a Company may only reduce its capital if:

• (a) it is fair and reasonable to the shareholders as a whole;

• (b) it does not materially prejudice the Company’s ability to pay its creditors; and

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• (c) it is approved by shareholders in accordance with Section 256C of the Corporations Act.

Section 256C(4) of the Corporations Act requires that the Company must include with the Notice a statement setting out all information known to the Company that is material to the decision on how to vote on the resolution. However, the Company does not have to disclose information if it would be unreasonable to require the Company to do so because the Company had previously disclosed the information to shareholders.

The Directors believe that the capital reduction as proposed is fair and reasonable to shareholders for the reasons set out in this Explanatory Statement and that the capital reduction will not prejudice the Company’s ability to pay its creditors. Further, the Directors believe that it is appropriate that the Shares be cancelled in the circumstances.

Pursuant to Section 256C(2) of the Corporations Act, a selective reduction of capital must be approved by either:

• (a) a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced, or by their associates; or

• (b) a resolution agreed to, at a general meeting by all ordinary shareholders.

The phrase “no votes being cast” is intended to operate in a similar way to the way in which voting exclusion statements operate in the context of the Listing Rules.

In addition, the capital reduction must be approved by a special resolution passed at a separate meeting attended by Territory, Stirling and DCM, the Shareholders who’s Shares are to be cancelled. The capital reduction will proceed only if both resolutions are passed by the Shareholders and Territory, Stirling and DCM. If one or both resolutions are not passed, Territory, Stirling and DCM will remain Shareholders.

1.3 Summary of and Effect of Proposed Selective Capital Reduction

The overall effect of the selective capital reduction and cancellation of the shares held by Territory, Stirling and DCM is as follows:

hares held by Territory, Stirling and DCM is as follows:
Current Issued capital Less: Shares subject of capital reduction and cancellation Issued capital upon completion of capital reduction and cancellation of Stirling, Territory and DCM’s Shares	Shares 743,487,661 (222,664,264)
	520,823,397

The Shares the subject of the selective capital reduction and cancellation represent 29.95% of the issued capital of the Company as at the date of this Notice.

If the proposed reduction of capital proceeds, the number of Shares held in the Company by a Shareholder other than Stirling, Territory and DCM, will remain the same, however, their percentage holding in the Company will increase. The

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Shares held by Stirling, Territory and DCM equate to 29.95% of the issued capital of the Company.

In particular, MGMC Pty Ltd as trustee for The Group Trust and Mt Ida Trust ( MGMC ) presently holds 208,832,344 Shares in the Company (being 178,206,960 ATF The Group Trust and 30,625,384 ATF The Mt Ida Trust) which equates to 28.09% of the issued capital of the Company. If the proposed selective capital reduction proceeds, MGMC’s voting power will increase to 40.09%.

1.4

Directors’ Recommendation

The Directors believe that the proposed capital reduction is in the best interests of Shareholders as the cancellation of the Shares forms part of the Transaction. The Directors have determined that the Company has a greater chance of increasing shareholder value by selling the shares the subject of the Transaction. For this reason, the Directors recommend that Shareholders vote in favour of the capital reduction.

1.5

Proposed timetable

The current timetable for Completion of the proposed Transaction is as follows:

Event	Date
Announcement of Transaction	23 August 2011
Dispatch of Meeting of Shareholders	29 November 2011
Cut off for lodging proxy form for Meeting	28 December 2011
Snapshot date for eligibility to vote at Meeting	28 December 2011
Meeting to approve Transaction	30 December 2011
Satisfaction of conditions precedent under the Share Sale Agreement	31 December 2011
Completion of the Transaction	18 February 2012
Reduction of Capital
Last day for trading in pre-reorganised securities	20 February 2012
Deferred Settlement Trading begins	21 February 2012
Last day to register transfers on a pre-reorganisation basis	27 February 2012
Registration of securities on a post-reorganisation basis and first day for issue of holding statements	28 February 2012
Despatch date and Deferred Settlement Trading ends	5 March 2012

Apart from the date of the Meeting, the dates are indicative only and may be varied in the event of a change in circumstances not foreseen at this time. The Board reserves the right to vary the dates either by shortening or extending the

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dates, subject to the requirements of the Corporations Act and the ASX Listing Rules.

1.6 Other Material Information

There is no information material to the making of a decision by a Shareholder whether or not to approve the Resolution being information that is known to any of the Directors and which has not been previously disclosed to shareholders in the Company, other than as disclosed in this Explanatory Statement.

Once the Resolutions are passed by Shareholders and Territory, Stirling and DCM, the Company will not make the reduction of capital until at least 14 days after lodgement of the Resolution with the ASIC.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

Board means the current board of directors of the Company.

Company means Swan Gold Mining Limited (ACN 100 038 266).

Corporations Act means the Corporations Act 2001 (Cth).

DCM means DCM Decometal GMBH.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

Stirling means Stirling Gold Pty Limited.

Territory means Territory Gold Pty Limited.

Transaction means the sale of all of the shares held by the Company in Carnegie Gold Pty Ltd and Siberia Mining Corporation Pty Ltd and the proposed reduction of capital as contemplated by Resolution 1.

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

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PROXY FORM

APPOINTMENT OF PROXY SWAN GOLD MINING LIMITED ACN 100 038 266

GENERAL MEETING

I/We of being a member of Swan Gold Mining Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 11am (WST), on 30 December 2011 at City West Receptions, 45 Plaistowe Mews, West Perth, and at any adjournment thereof.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN Resolution 1 – Approval for a Selective Reduction of Capital Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will 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 Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Director Director/Company Secretary Secretary

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

%

Contact Name: _____ Contact Ph (daytime): _________

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SWAN GOLD MINING LIMITED ACN 100 038 266

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and vote at an General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Swan Gold Mining Limited, Ground Floor, 143 Hay Street, SUBIACO, WA, AUSTRALIA, 6008; or

• (b) facsimile to the Company on facsimile number +61 8 6389 7510;or

• (c) email to the Company at admin@swangoldmining.com.au,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

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