ORBMINCO LIMITED - M&A Activity 2008

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10 July 2008

103 Abernethy Rd Belmont WA 6104

Dear Shareholder

P +61 8 9277 9782 F +61 8 9277 6818

Proposed Merger – Uranium King and Monaro

On 11 October 2007, Uranium King Limited ("Uranium King" or "Company") released an announcement to the Australian Securities Exchange ("ASX") advising of a proposal to merge by way of scheme of arrangement ("Scheme") with Monaro Mining NL ("Monaro").

On 12 May 2008, Uranium King despatched to all Uranium King Shareholders ("Shareholders") a copy of the Scheme Booklet relating to the proposed merger. Contained within the Scheme Booklet was a Notice of Meeting and the following resolution:

"That pursuant to, and in accordance with, section 411 of the Corporations Act 2001 (Cth), the scheme of arrangement proposed to be made between Uranium King Limited and the holders of fully paid ordinary shares in Uranium King Limited as set out in the Scheme Booklet accompanying this notice of meeting is approved (with or without modification as approved by the Federal Court of Australia)."

On 12 June 2008, the Uranium King Shareholders met to consider and vote on this resolution. At that meeting, as advised to ASX, the resolution was carried by a poll, with:

100% of Shareholders present and voting at the scheme meeting (in person or by proxy) voting for the resolution – being greater than the requirement for a majority in number (more than 50%); and
100% of the total number of votes cast on the resolution by Shareholders entitled to vote voting for the resolution, being greater than the requirement of at least 75%.

The Uranium King Directors were pleased to note that we had 166 Shareholders voting at the meeting (either by proxy or in person), and they were all in favour of the merger.

On 16 June 2008, Uranium King's application to the Federal Court for final Court approval of the Scheme was part heard and adjourned until 24 June 2008. On 24 June 2008, at the adjourned hearing, the hearing of the application was further adjourned until 11.00am on 24 July 2008.

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At the hearing on 24 June 2008, the Federal Court Judge hearing Uranium King's application, His Honour Justice Siopis, required Uranium King to write to all Shareholders, disclosing information in respect of three matters ("New Information"). His Honour imposed this requirement following disclosure to the Court, by Uranium King, of the fact that, on 16 June 2008, Uranium King became aware that the United States Securities and Exchange Commission ("SEC") had indicated that Uranium King may have breached Section 12(g)(1) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Further details in respect of that alleged breach are set out below. The New Information is in respect of the following matters:

whether the SEC's view of the alleged breach by Uranium King may affect Monaro's application for the American Depositary Receipt ("ADR") listing of Monaro in the United States, particularly whether this would increase the risk of the listing not proceeding;
the risk of a penalty being imposed on Uranium King in respect of the alleged breach and the potential diminution in the assets of Uranium King and thereby the proposed merged entity; and
whether the alleged breach impacts upon risk assessment in relation to the litigation disclosed in the Scheme Booklet, being litigation brought by a minority shareholder in Mineral Energy and Technology Corporation ("METCO"), a majority Shareholder of Uranium King against Uranium King and METCO.

These matters are discussed in greater detail below.

Shareholder Opportunity to be heard

In accordance with the requirements of the Court, Shareholders are advised that:

(a) all Shareholders are at liberty to appear at the hearing at 11.00am on 24 July 2008 at the Federal Court of Australia, Western Australian District Registry, at 1 Victoria Avenue, Perth to oppose the making of the final orders approving the Scheme; and
(b) any Shareholder who intends to appear on that day to oppose the making of the final orders should write to Uranium King to that effect stating the grounds of opposition. The Company requests that such communication be received by the Company by close of business on Monday, 21 July 2008. Shareholders are encouraged to contact the Company should they have any queries, be seeking clarification on any of the points raised in this letter or require further information.

The alleged breach: Section 12(g)(1) of the Exchange Act

On the morning of 16 June 2008, Uranium King was advised by Monaro that its US counsel, Mr John E Schmeltzer, a partner of the law firm Patterson Belknap Webb & Tyler LLP in New York ("US Counsel") had advised that Uranium King may be in breach of Section 12(g)(1) of the Exchange Act.

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Uranium King has been informed by US Counsel that the following matters are of relevance to the issue of whether and, if so, the respect in which there may have been a breach of Section 12(g)(1) of the Exchange Act:

Under Section 12(g)(1), within the 120 days after the last day of the first fiscal year on which an issuer had total assets exceeding $1,000,000 and a class of equity securities held of record by 500 or more persons, an issuer must register such equity securities with the SEC as a "foreign private issuer".
Under the terms of the acquisition agreement ("Sale Agreement") entered into on 26 April 2006 between Uranium King and METCO, a US registered corporation, METCO was issued 46,400,000 shares in Uranium King. The issue of these shares on 21 July 2006 gave METCO an 87.2% shareholding in Uranium King and the Company had a total of 4 Shareholders.
On 25 July 2006, an additional 5,000,000 shares were issued by Uranium King to Australian investors to raise $500,000. This increased the number of Uranium King Shareholders to 65 and reduced METCO’s shareholding in Uranium King to 80.0%.
On 30 August 2006, 26,000,000 shares were issued by Uranium King pursuant to the initial public offering of Uranium King and the number of Shareholders increased to 734. As a result of this share issue METCO’s shareholding in Uranium King decreased to 55.2% of the Company.
On or shortly after 2 September 2006 (the date of listing of Uranium King on ASX), the number of Shareholders in Uranium King exceeded 750 and at month's end were approximately 820.
Upon a review of movements on the Uranium King share register from listing in September 2006 to 17 June 2008, there had been no trading in Uranium King shares by United States resident Shareholders save for:
(a) one holding as at 17 June 2008 of 4,300 Uranium King shares held since 13 April 2007 via a trade on the ASX (the only other current holding of a US resident Shareholder being METCO); and
(b) 4 previous United States resident Shareholders having been registered as holders of Uranium King shares on the Uranium King share register, all of which traded via ASX trades and all of which have now sold their stock.
When Uranium King issued Uranium King shares to METCO in July 2006, and until being informed on 16 June 2008, Uranium King did not know of, and was not made aware of, an obligation to register under Section 12(g)(1) of the Exchange Act once its Shareholders exceeded 500 in number.

Based on US Counsel's advice, if there was a breach of section 12(g) of the Exchange Act, it did not arise when the Sale Agreement with METCO was entered into, nor the time at which the Uranium King shares were issued to METCO pursuant to the Sale Agreement but on or about 120 days after the last day of the first fiscal year after 30 August 2006 (or shortly thereafter), as set out in points 1 and 4 above.

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At no time during the acquisition by Uranium King of the METCO projects pursuant to the Sale Agreement, the process involved in the listing of Uranium King or the steps necessary for implementation of the proposed merger with Monaro, until the morning of 16 June 2008, was Uranium King aware of the possible breach of Section 12(g)(1) of the Exchange Act.

Immediately upon being advised by Monaro of this possible breach, Uranium King sought clarification from Monaro and engaged in discussions with Monaro. Monaro subsequently informed Uranium King that notwithstanding the existence of the alleged breach, it considered that all relevant conditions to the merger had either been satisfied or waived and advised Uranium King that it wished to continue with the merger process.

Uranium King disclosed the possible breach of Section 12(g)(1) to the Federal Court by an affidavit by Mr Mart Rampe, the managing director of Monaro and, separately, by an affidavit sworn by Mr Jim Malone, a director of Uranium King.

Mr John E Schmeltzer, a partner of the law firm Patterson Belknap Webb & Tyler LLP in New York in an affidavit provided to the Federal Court dated 17 June 2008 noted the following:

On the basis of Uranium King not being "made aware of the possible registration requirement under Section 12(g)(1) of the Exchange Act, it is my opinion that, should a prosecution proceed, it is unlikely that there would be a finding of a willing or intentional violation".
"In addition, as both the Securities Act's and the Exchange Act's primary purposes are the protection of investors in the US capital markets and the fact that there has not to my knowledge" based on the information provided by Uranium King [1] , "been any trading in Uranium King Shares in the United States and that the trading by US persons has taken place outside the US on the ASX…., there would appear to be no, or no significant, issue of any failure to protect US investors. In support of my view, I note that Regulation S promulgated by the SEC specifically exempts trading of securities of foreign private issuers by non-US investors taking place outside the United States from Securities Act registration".
"In addition, the requiring of the registration of Uranium King as a result of its private placement to METCO in 2006 and subsequent listing on ASX in 2006, without any market maker or generation of interest in the United States, additionally supports my view that no material harm has occurred in the US capital markets".
"Although the SEC’s rights to impose penalties is discretionary up to its statutory limit [2] , given the non-willful (sic) failure by Uranium King to register, the lack of

1 Such information being, in all material respects, the information referred to in points 2 to 7 above on page 3.

2 Section 32 of the Exchange Act, inter alia, provides that any person who wilfully violates section 12(g) of the Exchange Act, the violation of which is made wilfully and knowingly, shall upon conviction be fined not more than US$5,000,000, or imprisoned not more than 20 years, or both, except that when such a person is a person other than a natural person, a fine not exceeding US$25,000,000 may be imposed; but no person shall be subject to imprisonment

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need to protect any significant US investor group and the somewhat arbitrary and possible overreaching effect of applying the Section 12(g)(1) registration requirement in this instance, it is likely that, if in fact the SEC seeks to impose penalties on this oversight, such penalty would not be significant in the context of the Scheme and the combined balance sheets of Monaro and Uranium King".

"Moreover, a review of the usual databases reveals no record of fines, penalties or enforcement actions by the SEC against a foreign company for failing to register under Section 12(g)(1) of the Exchange Act" .
Based on the correctness of the information provided by Uranium King [3] , "there is no basis at law for the SEC to seek to rescind the Sale Agreement solely as a result of the failure by Uranium King to register in accordance with Section 12(g) of the Exchange Act as the potential obligation to register under 12(g)(1) of the Exchange Act arose subsequent to the consummation of the sale under the Sale Agreement".

The emphasis in bold above is by Uranium King.

A complete copy of this affidavit by Mr Schmeltzer will be made available: (a) for viewing by Shareholders at the Company’s office at 103 Abernethy Road, Belmont, Western Australia, 6104; and (b) to Shareholders requesting a copy of the affidavit.

ADR Listing of Monaro

On 1 July 2008, Uranium King received advice from Mr Schmeltzer that on 30 June 2008 he had a discussion with a senior official of the International Corporate Finance at the SEC ("SEC ADR Official") regarding the alleged failure of Uranium King to register under Section 12(g)(1) of the Exchange Act.

US Counsel has informed Uranium King that at the time approvals for the Level I ADR programme were granted to Monaro, the SEC were aware of the possible breach of Section 12(g)(1) by Uranium King. As noted below, the Level I ADR programme was launched by Monaro on 25 June 2008.

In the advice from Mr Schmeltzer received by Monaro on 1 July 2008, Mr Schmeltzer noted that in discussions with the SEC ADR Official he had specifically asked if the 12(g)(1) issue would have any adverse impact on Monaro opening a Level II ADR programme or have any adverse impact on granting of the effectiveness to the Form 20-F registration statement (being for the Level II ADR programme).

Mr Schmeltzer was advised by the SEC ADR Official that it would not have any serious impact and, as evidence of such position by the SEC, the concurrent granting by SEC of the 12g3-2(b) exemption and the effectiveness of the F-6 (being for the Level 1 ADR programme) should provide comfort that the SEC staff would not be focused on the 12(g)(1) issue when reviewing the Form 20-F.

under this section for the violation of any rule or regulation if he proves that he had no knowledge of such rule or regulation.

3 Such information being, in all material respects, the information referred to in points 2 to 7 above on page 3.

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In the Scheme Booklet dated 7 May 2008 and forwarded to Shareholders on 12 May 2008, the following sections contained discussion about the potential advantages of the proposed merger between Uranium King and Monaro:

Section 3 – page 16, and
Appendix A – being the Independent Expert's Report, Section 2.4 page 2 of 45, and Sections 13.26, 13.27 and 13.28 page 38 of 45.

Under Section 3.2 the following potential advantages were listed.

"The Merged Entity will be an internationally diversified mining company that will offer shareholders a financially strong and dynamic, well balanced uranium company with a pipeline of global greenfields to advanced exploration projects.
The Merged Entity will be a significantly larger company than UKL is at present with a number of projects diversified across countries that include the USA, Central Asia and Australia
The increased market capitalisation of the Merged Entity is expected to provide improved share market liquidity and access to new capital markets.
The Merged Entity will have the increased capacity to identify and target project and corporate acquisition opportunities. In addition, if MRO’s proposed American Depositary Receipt (or ADR) listing in the United States (which cannot be guaranteed) is successful and via its current listing in Europe on the Frankfurt Stock Exchange, the Merged Entity will have increased ability to raise capital in the North American (only if the proposed ADR listing is successful) and European markets. Refer to Section 11.10 4 for further details of the proposed ADR listing.
The merging of UKL and MRO will enhance management and technical capabilities. The Merger will eliminate the current duplication of ASX fees, audits and corporate management and reporting and simplify the administrative structure.
The Merged Entity will have strong, experienced and competent management and technical personnel with extensive uranium experience, including Dr Bernhard Free, Sam Sapper, John Petersen, Dr Alexander Avrashov, Gerhard Michael Free, Lee Spencer, Mart Rampe, Jerome Randabel, Mohan Varkey and David Bennet.
The Merger will increase the working capital available to UKL Shareholders by approximately $A7 million and the Merged Entity will therefore be in a position to meet the increased costs of exploration and the potential development of uranium projects and to employ and retain competent staff.
The Merger is expected, through Monaro’s current listing on the Frankfurt Stock Exchange, the ASX and its proposed ADR listing (if its proposed American Depositary Receipts (or ADR) listing in the United States is successful, which cannot be guaranteed), to provide the Merged Entity with far greater capacity to raise exploration and development funds from European investors/institutions and North American investors/institutions (the latter assuming that Monaro's proposed ADR listing is successful, which cannot be guaranteed). Refer to Section 11.10 5 for further details of the proposed ADR listing.
The Merger will have already been implemented, when funds are sought for the potential development of the existing United States uranium assets of Uranium King.
4 Section 11.0 of the Scheme Booklet
5 Section 11.0 of the Scheme Booklet

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Even before the down turn in world markets and in particular, uranium stocks, the UKL Board and MRO Board realised that the bull market conditions of late 2006/early 2007 would not last forever and the cost of exploration and developing uranium projects and the difficulties in finding competent staff would be a serious challenge to all uranium juniors. As a result of this similar mindset and understanding that the two companies had a good mix of complementary assets, the two boards agreed to a consolidation that will be a critical step in the development of both companies and is expected to propel the Merged Entity into a new league of resource companies in the quickest timeframe."

Under Appendix A, at Section 2.4 of the Independent Expert's Report the Independent Expert stated:

"The key advantages are:-

the scheme is fair;
the merger of Uranium King and Monaro would create a global uranium exploration and pre-development company, with a significantly enhanced pro-forma market capitalisation;
the merged group would hold a diversified portfolio of projects ranging from grass roots to pre-development in geographically diverse countries;
Monaro provides greater access to capital through its planned (but not guaranteed) ADR listing in the USA, along with its existing contacts and Australian Financial Services Licence. This ADR, if the listing is granted, will provide important support towards raising the estimated US$20-$25 million in additional funding that is required to advance the Apex/Lowboy project (refer to page 34 of RM Capital Independent Valuation Report attached to this report as Appendix D); and
the merged group will have strong management expertise drawn from the two companies."

Under Appendix A, at Section 13 of the Independent Expert's Report the Independent Expert stated:

13.26 The Directors estimate that Uranium King would need US$20-25 million additional funding to develop existing projects to feasibility stages; it is their opinion that this amount of capital would be difficult to raise in the company’s current structure and in Australia alone.

13.27 Monaro provides greater access to capital through its proposed ADR listing in the USA, along with its existing contacts and Australian Financial Services License.

13.28 The increased capital base will provide for the future development of existing projects and also gives an increased capacity to identify and target new project and corporate acquisition opportunities.

In each of the Sections above extracted from the Scheme Booklet, there is at least one reference to greater access to capital being a benefit Uranium King Shareholders would receive through the merger should the proposed ADR listing of Monaro (of which such listing is not guaranteed) be achieved.

The Uranium King Directors recommendation to Shareholders to approve the merger was not contingent upon the success of the proposed ADR listing of Monaro. As referred to in the Scheme Booklet (see for example Section 2.2, page 11, Section 3.2, page 16 and Section 11.10, page 76), the Uranium King Directors were cognisant of the fact that the proposed ADR listing could not be guaranteed. The Directors also note that the Directors and the Independent Expert also listed a number of other key advantages to Uranium King Shareholders should the merger be approved.

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The Uranium King Directors still consider that the successful ADR listing of Monaro would be to the advantage of Uranium King Shareholders should the merger be approved.

At Section 11.10 (on page 76) of the Scheme Booklet, the proposed ADR listing is discussed in greater detail:

UKL Shareholders should also be aware that as at the date of this Scheme Booklet, Monaro is undertaking a proposed American Depositary Receipts (or ADR) listing in the United States. The requisite regulatory filings for such listing are expected to be made to the Securities and Exchange Commission (Washington, United States) and the necessary listing application will be delivered to the American Stock Exchange in the second quarter of 2008. If and when this ADR listing is completed (which cannot be guaranteed), some of the MRO Shares will be listed for trading on the American Stock Exchange in the form of ADR's. At the time of the proposed listing it is expected that, each ten (10) MRO Shares will constitute (or be the equivalent of) one (1) ADR and the depositary bank for the ADR's will be JP Morgan Chase. There will be no new MRO Shares issued (and therefore no funds raised) by Monaro in connection with the initial ADR listing. Investors wishing to receive ADR's will need to deposit the appropriate number of MRO Shares with the depositary bank's custodian in Australia prior to receiving delivery of certified ADR's from the depositary bank, subject to the terms and conditions, including without limitation, payment of certain fees, costs and expenses set forth in the applicable deposit agreement among MRO, JP Morgan Chase and the holders of the ADR's thereunder.

Initially, MRO will seek to have the ADRs quoted on the OTC Bulletin Board in New York. The OTC Bulletin Board is not a public stock exchange under US Securities laws but is a privately run quotations service which tends to be accessed primarily by brokers/institutions. Quotation on the OTC Bulletin Board will therefore provide limited exposure for the ADRs. As a second stage MRO proposes, as mentioned above, to make in the second quarter of 2008 further regulatory filings with the Securities and Exchange Commission and an application to the American Stock Exchange to have the ADRs listed for trading on the American Stock Exchange. The American Stock Exchange is a public stock exchange under US securities laws."

On 25 June 2008, Monaro launched a Level 1 ADR programme (being the initial quotation referred to in the last paragraph of the preceding quoted passage). The following is an excerpt from the ASX release made by Monaro on 30 June 2008 which release sets out the details and the benefits of the Level 1 ADR listing:

"Monaro Mining NL ("Monaro", the "Company" or "MRO") is pleased to report that the sponsored Level 1 American Depositary Receipts ("ADR") facility was successfully launched on Wednesday 25 June 2008.

Monaro shares are eligible for Over-The-Counter (OTC) trading in the United States of America on the NASDAQ Stock Market in the form of American Depositary Shares (ADS) under the symbol "MNOMY". Monaro continues its listings on the Australian Securities Exchange under the symbol "MRO" and on the Frankfurt Stock Exchange under the symbol "M2H".

Deposits of underlying shares of Monaro are being accepted for the issuance of ADSs with each ten (10) MRO shares constituting (or being the equivalent of) one (1) ADS. The depositary bank for the ADSs is JPMorgan Chase Bank, N.A. ("JPMorgan"). Investors wishing to receive ADSs will need to deposit the appropriate number of MRO Shares with the depositary bank's custodian in Australia prior to receiving delivery of the corresponding ADSs from the depositary bank, subject to the terms and conditions of, including without limitation, payment of certain fees, costs and expenses set forth in the deposit agreement for the ADSs.

The establishment of the Monaro ADR program and the ability to trade the Monaro shares in the form of ADSs on the OTC market in the United States of America are important steps in the growth of Monaro in its strategy to become a significant international uranium company.

With the upcoming merger with Uranium King Limited near finalised, Monaro will be well placed to develop a significant market profile in the North

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American capital market. It remains Monaro’s intention to seek a Level 2 ADR listing later this year, including an application for the ADRs to be traded on the American Stock Exchange".

Based on the above, particularly the information received from Mr Schmeltzer, it is the belief of the Directors of Uranium King that the possible breach of Section 12(g)(1) of the Exchange Act, is unlikely to have a material affect on the prospects for Monaro obtaining Level II ADR Listing. As was the case at the date of the Scheme Booklet, it remains the case, that the Level II ADR Listing cannot be guaranteed.

Penalty Implications

In the discussions with the SEC ADR Official on 30 June 2008, Mr Schmeltzer was advised by the SEC ADR Official that there was a long history of the SEC not seeking enforcement against an issuer for unknowingly or unwittingly failing to comply with Section 12(g)(1). He was also advised that there was no history of any penalties being levied in this area (Uranium King emphasis).

Mr Schmeltzer was also advised by the SEC ADR Official that since Monaro intended to proceed to a Level II ADR Program and file a registration statement on Form 20-F, that this would, in the view of the SEC ADR Official, cure the purported violation of 12(g)(1) and that there was very little risk of a penalty being imposed.

Shareholders are also referred to the commentary of Mr Schmeltzer's affidavit of 17 June 2008, at pages 4 and 5 above.

Based on the above, it is the belief of the Directors of Uranium King, that the risk of penalty for the possible breach of Section 12(g)(1) of the Exchange Act is low, and that should a penalty nevertheless be imposed, such penalty would not significant.

US Legal Dispute

His Honour Justice Siopis noted, in his reasons for adjourning the hearing on 24 June 2008, that the alleged breach by Uranium King of Section 12(g)(1) of the Exchange Act may possibly impact on risk assessment in relation to the litigation brought against Uranium King in New Mexico by Mr Dean Coleman, a minority shareholder in METCO.

Section 5.12, page 40 of the Scheme Booklet, informed Shareholders about the law suit that has been brought by that minority shareholder of METCO against METCO, and that Uranium King had been joined as a co-defendant in that law suit.

As detailed in the Scheme Booklet (being excerpts from Section 5.12):

"On or around 17 January 2008 a minority shareholder of METCO, Mr. Dean Coleman, issued proceedings in the 13th Judicial District of New Mexico against METCO and Uranium King alleging negligence against the directors of METCO in the manner in which they entered into the sale agreement with Uranium King and further alleging that neither METCO nor Uranium King complied with New Mexico securities legislation in approving the agreement. Mr Coleman is asking that the transaction therefore be rescinded.

This claim by Mr. Coleman is being vigorously defended by both METCO and Uranium King and both the majority of the directors of METCO and all of the directors of Uranium King believe the claim will fail.

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In late February 2008, Mr. Coleman was granted, via a ruling by Judge Sanchez of the 13th Judicial District of the State of New Mexico, injunctive relief preventing METCO from holding further director or shareholder meetings pending clarification of orders granted by Judge Huling (who had on 6 March 2008, in a separate matter, ruled on amongst other things the composition of the board of directors of METCO – such board being Mr Karl Meyers, Mr Michael Duncan and Mr Sam Sapper). The granting of this injunction does not extend to Uranium King, was not based on a complaint against Uranium King and has no effect on Uranium King’s ability to progress with the Proposed Merger.

In mid March 2008, Uranium King, through its US attorneys, filed a Motion to Dismiss Mr. Coleman’s claims against Uranium King. As at the date of this Scheme Booklet, the hearing of this motion is pending."

"The UKL Board consider that the claim lodged by Mr Coleman (a minority shareholder in METCO) does not have any realistic chance of success and is not supported by the facts or the law."

In addition to Section 5.12 of the Scheme Booklet, in our quarterly report to ASX dated 30 April 2008, Uranium King reported on the Coleman case and stated that it would continue to take whatever legal actions are necessary to protect the rights of all Shareholders.

As at the date of this letter to Shareholders, the hearing of the Uranium King motion to dismiss this claim (referred to above) is still pending.

Mr Dean Coleman, as a minority shareholder of METCO, holds 100,000 shares of METCO. This is equivalent to approximately 1.4% of the issued capital of that company. Mr Mike Duncan and Mr Sam Sapper, both being directors of Uranium King as well as METCO, together control greater than 50% of the issued shares of METCO. Mr Coleman does not enjoy the support of the majority of METCO shareholders.

Mr Coleman is seeking the rescission of the METCO/Uranium King transaction pursuant to the Sale Agreement on the grounds that METCO failed to provide notice to and obtain a vote of the METCO shareholders concerning the transaction in alleged violation of the requirements of New Mexico statutes relating to the relationship between a corporation and its shareholders. Both METCO and Uranium King maintain in that case that because shareholders of METCO owning approximately 75% of METCO's shares approved the transaction and because Uranium King and METCO had no common officers and directors at the time the Sale Agreement was negotiated, there was no violation of any of the New Mexico statutory provisions referenced in Mr Coleman's complaint.

Uranium King has received legal advice in relation to the impact on the US litigation of the alleged breach of Section 12(g)(1) of the Exchange Act (which, as noted above, arose subsequent to the consummation of the sale under the Sale Agreement). That advice is that, based on the allegations as referred to in the preceding paragraph by Mr Coleman and the facts underlying the alleged breach of Section 12(g)(1) of the Exchange Act, any failure to register under Section 12(g) would not provide METCO or any shareholder of METCO any basis to rescind the transaction between METCO and Uranium King.

The view of the Directors of Uranium King as to the likely outcome of the US litigation has not changed from that disclosed in the Scheme Booklet.

The Directors note that Monaro has undertaken their own independent review of the Coleman claim and on the basis of that review have continued with the merger process.

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Independent Expert

Please find appended to this letter a letter from Mr Andy Gilmour of RSM Bird Cameron Corporate Pty Ltd ("RSM"). RSM were the independent experts who reported on the proposed merger. Their report is included as Appendix A in the Scheme Booklet.

The Directors of Uranium King note that in Mr Gilmour’s letter he states that nothing in this letter to Shareholders changes his view that the Scheme is fair and reasonable and in the best interests of Shareholders.

Moving Forward

In summary, based on the above, it is the view of the Directors of Uranium King that the New Information, being the possible breach of Section 12(g)(1) of the Exchange Act, is not material and is not likely to have any material affect on the operations of Uranium King nor the merged Uranium King and Monaro.

The Directors of Uranium King continue to fully support the proposed merger with Monaro and remain of the view that it is in the best interests of all Uranium King Shareholders.

The Directors of Uranium King are still firmly of the belief that the long terms benefits to Uranium King Shareholders will be significant.

During the merger process the Company has continued to advance the existing assets as well as secure new projects through an active pegging programme. We have made a number of reports to Shareholders of these activities with the latest being on 30 April 2008.

As part of the merger process Mr Warwick Grigor and Mr Mart Rampe, respectively Chairman and Managing Director of Monaro, met with the Uranium King technical and finance team in Tucson, United States during the period 21 June 2008 – 25 June 2008 inclusive.

This meeting was held to review all of the exploration and pre-development projects held by both companies, to discuss acquisition opportunities, to review the permitting process for new mines within the United States, to establish a project reporting template and schedule and to review and set budgets for the 2009 financial year.

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Tucson Meeting – Back L-R Jim Malone, Mike Duncan, Mart Rampe Front L-R Warwick Grigor, Dr Bernhard Free, Michael Free, Jim Wallace, Samuel Sapper

This meeting went very well and all of the Uranium King staff are enthusiastic to the benefits that the proposed merger will offer to the Company.

Extension of End Date for completion of the Scheme

Given the adjournment to 24 July 2008 of the hearing for the application for final approval of the Scheme, Monaro and Uranium King have agreed to extend the date, as contained in the merger implementation agreement, by which the Scheme must become effective from 31 July 2008 to 31 August 2008. If the Federal Court approves the Scheme on 24 July 2008, the Scheme is expected to become effective on 25 July 2008.

Summary

The Directors of Uranium King remain of the view that the proposed merger of Uranium King and Monaro will be very beneficial to Uranium King Shareholders and look forward to your continued support.

The adjourned hearing of the Federal Court for the application for final approval of the Scheme is scheduled to be held 11.00am on 24 July 2008.

If you have any questions please do not hesitate to contact the undersigned on 08 9277 9782.

Yours Sincerely,

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Jim Malone Executive Director

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ORBMINCO LIMITED M&A Activity 2008

65473_rns_2008-07-13_bec1448a-86c5-4083-8c52-698e4607158e.pdf

Proposed Merger – Uranium King and Monaro

Shareholder Opportunity to be heard

The alleged breach: Section 12(g)(1) of the Exchange Act

ADR Listing of Monaro

Penalty Implications

US Legal Dispute

The view of the Directors of Uranium King as to the likely outcome of the US litigation has not changed from that disclosed in the Scheme Booklet.

Independent Expert

Moving Forward

Extension of End Date for completion of the Scheme

Summary

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AI assistant

ORBMINCO LIMITED — M&A Activity 2008

65473_rns_2008-07-13_bec1448a-86c5-4083-8c52-698e4607158e.pdf

Proposed Merger – Uranium King and Monaro

Shareholder Opportunity to be heard

The alleged breach: Section 12(g)(1) of the Exchange Act

ADR Listing of Monaro

Penalty Implications

US Legal Dispute

The view of the Directors of Uranium King as to the likely outcome of the US litigation has not changed from that disclosed in the Scheme Booklet.

Independent Expert

Moving Forward

Extension of End Date for completion of the Scheme

Summary

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ORBMINCO LIMITED M&A Activity 2008

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