ORA BANDA MINING LTD — Regulatory Filings 2016

Mar 1, 2016

EASTERN GOLDFIELDS LIMITED

ACN 100 038 266

SECOND SUPPLEMENTARY NOTICE OF 2015 ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

TIME : 11.30am WST DATE : Wednesday, 16 March 2016 PLACE : 9 Mumford Place, Balcatta, WA 6021

This Second Supplementary Notice of Annual General Meeting and Explanatory Statement should be read in its entirety and read in conjunction with the Notice of Annual General Meeting and Explanatory Statement dated 16 February 2016.

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, Ms Shannon Coates, on +61 8 6241 1866.

CONTENTS PAGE

Second Supplementary Notice of 2015 Annual General Meeting (setting out the proposed Resolutions) 3 Second Supplementary Explanatory Statement (explaining the proposed Resolutions) 6 Proxy Form 8

SECOND SUPPLEMENTARY NOTICE OF ANNUAL GENERAL MEETING

Notice was given on 16 February 2016 that the 2015 Annual General Meeting of the Shareholders of Eastern Goldfields Limited ( EGS or the Company ) will be held at 9 Mumford Place, Balcatta WA 6021 on Wednesday 16 March 2016 commencing at 11.30am WST.

This Second Supplementary Notice of Annual General Meeting and Explanatory ( Second Supplementary Notice of Meeting ) is supplementary to the Notice of Annual General Meeting dated 16 February 2016 and Supplementary Notice of Annual General Meeting dated 18 February 2016 (together, Notice of Meeting ) and should be read in conjunction with that Notice of Meeting.

Terms used in this Second Supplementary Notice of Meeting are the same as those defined in the glossary of the Notice of Meeting.

Notice is hereby given that the following additional resolutions will be put to members at the Annual General Meeting of the Company.

RESOLUTION 8 – PARTICIPATION IN OFFER – SHARES TO RELATED PARTY – PHILIP COLIN HAMMOND AND/OR HIS ASSOCIATES

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 Rule 10.11, and for all other purposes, Shareholders approve the issue of up to 4,666,667 Shares at a price of $0.15 each to Philip Colin Hammond (or his nominee) and/or his Associates , for the purpose and on the terms set out in the Explanatory Statement.”

Voting exclusion : The Company will disregard any votes cast on Resolution 8 by Philip Colin Hammond and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Ordinary Securities, if the Resolution is passed and any Associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a 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.

RESOLUTION 9 – PARTICIPATION IN OFFER – SHARES TO RELATED PARTY – BETTY JEANETTE MOORE AND/OR HER ASSOCIATES

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 Rule 10.11, and for all other purposes, Shareholders approve the issue of up to 4,666,667 Shares at a price of $0.15 each to Betty Jeanette Moore (or her nominee) and/or her Associates, for the purpose and on the terms set out in the Explanatory Statement.”

Voting exclusion : The Company will disregard any votes cast on Resolution 9 by Betty Jeanette Moore and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Ordinary Securities, if the Resolution is passed and any Associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a 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.

BY ORDER OF THE BOARD OF DIRECTORS SHANNON COATES - Company Secretary

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2 March 2016

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ENTITLEMENT TO ATTEND AND VOTE

You will be entitled to attend and vote at the Annual General Meeting if you are registered as a Shareholder of the Company as at 4.00 pm (WST) / 7.00pm (AEDT) on Monday, 14 March 2016. This is because, in accordance with the Corporations Regulations 2001 (Cth), the Board has determined that the Shares on issue at that time will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

HOW TO VOTE

Voting in person

Shareholders who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting if possible, so that their holding may be checked against the Company’s register of members and attendances recorded.

Corporate representatives

A body corporate, which is a Shareholder or which has been appointed as a proxy, may appoint an individual to act as its corporate representative at the Meeting in accordance with section 250D of the Corporations Act. The appropriate appointment document must be produced prior to admission. A form of the certificate can be obtained from the Company’s registered office.

Voting by proxy

A Shareholder who is entitled to attend and cast a vote at the Meeting may appoint a proxy. A proxy need not be a Shareholder and may be an individual or body corporate. If a body corporate is appointed as a proxy it must appoint a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the Meeting (see above).

A Shareholder who is entitled to cast two or more votes may appoint two proxies to attend the Meeting and vote on their behalf and may specify the proportion or a number of votes each proxy is appointed to exercise. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions). If you wish to appoint a second proxy, you may copy the enclosed proxy form or obtain a form from the Company’s registered office.

To be effective for the scheduled meeting a proxy appointment (and any power of attorney or other authority under which it is signed or otherwise authenticated, or a certified copy of that authority) must be received at an address or fax number below no later than 11.30am (WST) on Monday, 14 March 2016, being 48 hours before the time of the Meeting. Any proxy appointment received after that time will not be valid for the scheduled meeting.

In person at Level 1, 24 Mumford Street, Balcatta WA 6021

By post to Level 1, 24 Mumford Street, Balcatta WA 6021

By facsimile to +61 8 6241 1811

By scan and email to admin@easterngoldfields.com.au

For further information concerning the appointment of proxies and the ways in which proxy appointments may be submitted, please refer to the enclosed proxy form.

Voting by attorney

A Shareholder may appoint an attorney to attend and vote on their behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at one of the addresses listed above for the receipt of proxy appointments at least 48 hours prior to the commencement of the Meeting.

Chairman as proxy

If you appoint a proxy, the Company encourages you to consider directing them how to vote by marking the appropriate box on each of the proposed Resolutions.

If a Shareholder entitled to vote on a Resolution appoints the Chairman of the Meeting as their proxy (or the Chairman becomes their proxy by default) and the Shareholder does not direct the Chairman how to vote on the Resolution:-

• The Chairman intends to vote in favour of the Resolution (except Resolution 3 in which the Chairman intends to vote against that resolution), as proxy for that Shareholder on a poll; and

• For Resolutions 1, 3 and 6 the Shareholder will be taken to have given the Chairman express authority to vote as the Shareholder’s proxy on those resolutions even though those resolutions are connected directly or indirectly with the remuneration of a member of the KMP

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for the Company and even though the Chairman is a member of the KMP, unless the Shareholder expressly indicates to the contrary in the proxy appointment.

If you do not want to put the Chairman in the position to cast your votes in favour of any of the proposed Resolutions, you should complete the appropriate box on the Proxy Form, directing your proxy to vote against, or to abstain from voting, on the Resolution.

Other members of KMP as proxy

If a Shareholder appoints a Director (other than the Chairman) or another member of KMP (or a Closely Related Party of any such person) as their proxy and does not direct the proxy how to vote on Resolutions 1, 3 and 6 by marking the ‘For’, ‘Against’ or ‘Abstain’ box opposite the relevant Resolution on the proxy appointment, the proxy will not be able to exercise the Shareholder’s proxy and vote on their behalf on that Resolution.

QUESTIONS FROM SHAREHOLDERS

The Chairman will allow a reasonable opportunity for Shareholders at the Meeting to ask questions about and make comments on the management of the Company and on the annual financial report, the Directors’ report (including the Remuneration Report) and the auditor’s report ( Reports ), as well as each of the Resolutions to be considered at the Meeting.

A representative of the Company’s auditor will attend the Meeting. During the Meeting’s consideration of the Reports, the Chairman will allow a reasonable opportunity for Shareholders at the Meeting to ask the auditor’s representative questions relevant to the:

• conduct of the audit;

• preparation and content of the Auditor’s Report for the financial year ended 30 June 2015;

• accounting policies adopted by the Company in relation to the preparation of the financial statements contained in the Reports for that year; and

• independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to the Company’s auditor if the question is relevant to the content of the Auditor’s Report or the conduct of the audit.

If you wish to submit a question in advance of the Meeting, you may do so by sending your question to one of the addresses or facsimile numbers above by no later than Friday, 11 March 2016. The Company and the auditor will attempt to respond to as many of the more frequently asked questions as possible. Due to the large number of questions that may be received, the Company and the auditor will not be replying on an individual basis.

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SECOND SUPPLEMENTARY EXPLANATORY STATEMENT

The Company wishes to add the following to the Explanatory Statement attached to its Notice of Meeting, pertaining to the additional Resolutions 8 and 9 that is the subject of this Second Supplementary Notice of Annual General Meeting.

1. RESOLUTIONS 8 AND 9 – PARTICIPATION IN OFFER – ISSUE OF SHARES TO RELATED PARTIES AND/OR THEIR ASSOCIATES

1.1 Background

As detailed in the Notice of Meeting, the Company is proposing to undertake the Offer to raise a minimum of $6 million and a maximum of $20 million with the ability to accept oversubscriptions for an additional $5 million, in each case by the issue of Shares at $0.15 per Share.

The following parties, who wish to participate in the Offer:

• (a) Philip Colin Hammond (or his nominee) and/or his Associates; and

• (b) Betty Jeanette Moore (or her nominee) and/or her Associates,

(together, Mr Hammond & Ms Moore ) are related parties of the company in accordance with the Listing Rules by virtue of being a parent of a related party (in the case of Betty Jeanette Moore who is the mother of Director Michael Fotios, a related party of the Company by virtue of his directorship), and a de facto spouse of such person (in the case of Philip Colin Hammond who is the de facto spouse of Betty Jeanette Moore).

Accordingly, Resolutions 8 and 9 seek Shareholder approval for issue of Shares to Mr Hammond & Ms Moore and permit their participation in the Offer.

1.2 Listing Rules

Listing Rule 10.11 provides that, unless a specified exception applies, a Company must not issue or agree to issue Equity Securities to a related party without the approval of ordinary shareholders. A “related party”, for the purposes of the Listing Rules, includes the parents of a related party, and spouses (including de facto) of such parents.

As such, Shareholder approval is sought under Listing Rule 10.11 to permit the issue of Shares to Mr Hammond & Ms Moore.

1.3 Information required by Listing Rule 10.11

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided for approval under Listing Rule 10.11:

• (a) Name of persons to receive securities and maximum number to be issued

• The Company will issue Shares to the following related parties (or their nominees) and/or their Associates.

Name	Shares	Value
Philip Colin Hammond	4,666,667	$700,000
Betty Jeanette Moore	4,666,667	$700,000

• (b) Date of issue

The date by which the Company will issue the Shares will be not more than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

(c) Relationship with the Company

The relationship of Mr Hammond & Ms Moore with the Company is outlined in section 1.1 above.

(d) Issue price

The Shares will be issued for $0.15 per Share.

• (e) Terms of issue

The Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares and

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will rank equally in all respects with all of the existing ordinary Shares on issue. The Company will apply to ASX for official quotation of the Shares.

• (f) Voting exclusion statements

Voting exclusion statements for Resolutions 8 and 9 are included in the Notice.

• (g) Intended use of funds raised

• The purpose of the issue (which is part of the broader Offer under the Prospectus) is to raise funds to advance the Company’s Davyhurst and Mt Ida Projects.

1.4

Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. The issue of Shares to Mr Hammond & Ms Moore, constitutes the provision of a financial benefit to a related party. Section 229 of the Corporations Act includes as an example of a “financial benefit”, the issuing of securities or the granting of an option to a related party.

A “related party” is widely defined under the Corporations Act, and includes a parent of a related party of the Company and any person who acts in concert with a related party.

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• the giving of the financial benefit falls within an exception to the provision; or

• prior shareholder approval is obtained to the giving of the financial benefit and the benefit is given within 15 months after shareholder approval is obtained.

One of the nominated exceptions to the prohibition includes the giving of a financial benefit that would be reasonable in the circumstances if the company and the related party were dealing at arm’s length terms.

It is the view of the Directors that the ‘arm’s length’ exception applies in the current circumstances because the Shares will be issued to Mr Hammond & Ms Moore on the same terms as Shares issued to non-related party investors who participate in the Offer. Accordingly, the Board considers that Shareholder approval is not required for the giving of the financial benefit to Mr Hammond & Ms Moore constituted by the issue of the Shares under Resolutions 8 and 9.

1.5

Board recommendation

The Directors recommend that Shareholders vote in favour of Resolutions 8 and 9 as the issue of Shares to Mr Hammond & Ms Moore will allow them to participate in the Offer and provide additional funds to the Company.

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2015 ANNUAL GENERAL MEETING

PROXY FORM

APPOINTMENT OF PROXY EASTERN GOLDFIELDS LIMITED ACN 100 038 266

I/We

of being a Shareholder entitled to attend and vote at the Meeting, hereby

appoint

Name of proxy

OR the Chair as my/our proxy

or failing the person so named or, if no person is named, the Chair, 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 Meeting to be held at 11.30am (WST), on Wednesday, 16 March 2016 at 9 Mumford Place, Balcatta WA 6021, and at any adjournment thereof.

The Chair intends to vote undirected proxies, in which the Chair is entitled to vote, FOR Resolutions 1 and 2, and 4-9, and AGAINST Resolution 3.

Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1 – Adoption of Remuneration Report
Resolution 2 – Re-election as a Director – Mr. Michael Fotios
Contingent Resolution 3 –Spill Resolution
Resolution 4 – Ratification of previous securities issue
Resolution 5 – Approval of securities issue
Resolution 6 – Approval to Issue Shares to Mr Craig
Readhead in lieu of Fees
Resolution 7 – Participation in Offer - Issue of Shares to
Related Party – Hengolo Pty Ltd
Resolution 8 – Participation in Offer - Issue of Shares to
Related Party – Philip Colin Hammond and/or his Associates
Resolution 9 – Participation in Offer - Issue of Shares to
Related Party –Betty Jeanette Moore and/or her Associates

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 be counted in computing the required majority on a poll.

Important for Resolutions 1, 3 and 6

Chair authorised to exercise undirected proxies on remuneration related Resolution - Where I/we have appointed the Chair as my/our proxy (or the Chair becomes my/our proxy by default) and I/we am/are entitled to vote on the relevant Resolutions I/we expressly authorise the Chair to exercise my/our proxy even though Resolutions 1, 3 and 6 are connected directly or indirectly with the remuneration of a member of the KMP of the Company and even though the Chair is a member of the key management personnel for the Company.

If two proxies are being appointed, the proportion of voting rights this proxy represents is ____%

Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary Contact Name: ________ Contact Ph (daytime): __	Date: _ Shareholder 2 Director ______ ______	_____ Shareholder 3	%

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INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

1. ( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2. ( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing instructions ):

4. (a) ( Individual ): Where the holding is in one name, the Shareholder must sign.

( Joint holding ): Where the holding is in more than one name, all of the Shareholders 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 Proxy 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. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

1. ( Attending the Meeting ): 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.

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

In person at Level 1, 24 Mumford Street, Balcatta WA 6021

By post to Level 1, 24 Mumford Street, Balcatta WA 6021

By facsimile to +61 8 6241 1811

By scan and email to admin@easterngoldfields.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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