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ORBMINCO LIMITED Share Issue/Capital Change 2006

Jan 30, 2006

65473_rns_2006-01-30_14183287-7f95-4ead-ba3f-c889e34c6700.pdf

Share Issue/Capital Change

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Registered Office: PO Box 1393 West Perth WA 6872

31 January 2006

SETTLEMENT OF ACQUISITION OF KYRGYZ URANIUM AND GOLD PROJECTS

The Directors of Monaro Mining NL ("the Company") are pleased to announce that settlement of the acquisition of the Kyrgyz uranium and gold exploration licences occurred yesterday, 30th January 2006.

The Company has today issued the shares and options to the vendors as per the Agreement approved at the General Meeting of Shareholders on 11 January 2006. Please see the attached Appendix 3B Statement.

For further information please contact Warwick Grigor on 02-92470077.

Tel: $+61 - 8 - 9322 - 3076$ $+61-8-9322-5116$ Fax: E-mail: [email protected] Website: www.monaromining.com.au

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

MONARO MINING NL

ABN 99 073 155 781

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

+ Class of + securities issued or to be
issued
Ordinary Shares
Unlisted Options
2 Number of + securities issued or to
be issued (if known) or maximum
number which may be issued
3,500,000 Ordinary Shares
6,000,000 Unlisted Options
3 Principal terms of the + securities (eg,
if options, exercise price and expiry
date; if partly paid *securities, the
amount outstanding and due dates
payment; if + convertible
for
securities, the conversion price and
dates for conversion)
3,000,000 unlisted options convert to ordinary
shares by payment of 40 cents each expiring 30
June 2007 and:
3,000,000 unlisted options convert to ordinary
shares by payment of 60 cents each expiring 31
December 2008.

$\overline{\text{+}$ See chapter 19 for defined terms.

4 Do the $\dagger$ securities rank equally in all
respects from the date of allotment
with an existing + class of quoted
+ securities?
If the additional securities do not
rank equally, please state:
the date from which they do
extent to
which
the
they
participate for the next dividend,
$(in$ the
case
οf
a
trust.
distribution) or interest payment
the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
The ordinary shares rank parri passu with
existing ordinary shares on issue.
The unlisted options are separate classes of
securities of which 3,000,000 expire on 30 June
2007 and 3,000,000 expire on 31 December
2008 and will not be quoted.
5. Issue price or consideration
The
options
shares
issued
and
are
in
consideration of receiving clear title to all of
the Carbeck Shares, Carbeck Options and
Loans as per the Agreement approved at the
General Meeting of Shareholders on
11
January 2006
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
The purpose of the issue is for the acquisition
of seven uranium exploration licences granted
and existing under the Laws of the Kyrgyz
Republic as per the Agreement approved at
the General Meeting of Shareholders on 11
January 2006
7 Dates of entering *securities into
uncertificated holdings or despatch
of certificates
31 January 2006
+ Class
Number
8 Number.
and
+ class
οfΞ
all
*securities
quoted
ASX
on
(including the securities in clause
2 if applicable)
18,500,100
ORD

+ See chapter 19 for defined terms.

  • Number +Class $\overline{Q}$ Number and 5.200.000 Restricted Part-Paid +class of all *securities not quoted on ASX (paid to 0.001 cent. (including the securities in clause 19.999c unpaid) 2 if applicable) 3,000,000 Options Expiry 30/06/07 3.000.000 Ontions Expiry
  • $10$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
-,, 31/12/08

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities $(iick one)$
  • Securities described in Part 1 $(a)$
  • All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

$(b)$

If the "securities are "equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

36 If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10.001 - 100.000$ 100,001 and over

37

A copy of any trust deed for the additional *securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b) - Not Relevant

Ouotation agreement

  • +Ouotation of our additional 'securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the +securities on any conditions it decides.
  • $\mathcal{D}_{\mathcal{L}}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those *securities should not be granted *quotation.
  • An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
  • If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.
  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  • We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

$\frac{1}{2}$

DIRECTOR

Sign here:

Date: ..31 January 2006....

Print name:

WARWICK GRIGOR

$\div$ See chapter 19 for defined terms.