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ORCODA LIMITED Capital/Financing Update 2009

Dec 29, 2009

65482_rns_2009-12-29_d7e721d1-9a6d-462c-8c55-5eb49acb8a54.pdf

Capital/Financing Update

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SmartTrans H O L D I N G S L I M I T E D

ACN 009 065 650

Level 1, 614 Newcastle Street PO Box 334 LEEDERVILLE WA 6007 LEEDERVILLE WA 6903 Telephone: (08) 9228 1199 Facsimile: (08) 9228 2299 email:[email protected] Home Page: www.smarttrans.com.au

30 December 2009

Dear Shareholder

Non-renounceable rights issue

On 24 September 2009, SmartTrans Holdings Limited ( SmartTrans or Company ) announced an intention to proceed with a non-renounceable rights issue. On 30 December 2009, SmartTrans announced a non- renounceable entitlements issue to existing shareholders to raise up to $1,636,112 before costs ( Rights Issue ).

Details of the Rights Issue are summarised below and set out in full in an Offer Document issued by the Company dated 30 December 2009. The Offer Document has been lodged with the Australian Securities Exchange ( ASX ) and is available on the ASX website. A hard copy of the Offer Document will be despatched to shareholders on 15 January 2010.

The record date for the purposes of determining which shareholders will be entitled to participate in the Rights Issue is 13 January 2010 ( Record Date ).

Summary of the Offer

Each eligible shareholder is being offered 1 new fully paid ordinary share ( New Shares ) for every 2 fully paid ordinary shares held as at the close of business on the Record Date. The New Shares will be offered at 0.5 cents per New Share.

The Rights Issue will be partly underwritten, to $664,000, by Dymocks Securities Pty Ltd ( Underwriter ) subject to the terms of the Underwriting Agreement. The Underwriter is a substantial shareholder of the Company and is a company that is controlled by Mr John Forsyth, the Chairman of the Company and of which Mr Andrew Forsyth, a director of the Company, is a director. The Underwriter has procured certain sub-underwriters (including directors of SmartTrans or their associated entities) and may, in its absolute discretion, procure further persons to sub-underwrite the Underwriter's commitment. No person (including the Underwriter and the sub-underwriters) will receive any underwriting fee.

Shareholders and other applicants may also subscribe for New Shares which are not taken up under the Rights Issue pursuant to a shortfall offer ( Shortfall Offer ). The issue price of the New Shares offered pursuant to the Shortfall Offer will be 0.5 cents, being the same price at which the Rights Issue is being offered. Allocation of the New Shares under the Shortfall Offer will be subject to there being a Shortfall under the Rights Issue and will otherwise take place at the discretion of the Directors and the Underwriter.

The Rights Issue will be extended to shareholders with registered addresses in Australia and New Zealand. The Company intends to appoint a nominee, holding an Australian Financial Services Licence to act as nominee for the ineligible foreign shareholders for the purposes of section 615 of the Corporations Act. The Rights Issue is non-renounceable and entitlements under the Rights Issue will not be able to be traded.

Timetable

The anticipated timetable for the Rights Issue is as follows.

Announcement of RightsIssue 30December 2009
"Ex"date 7 January 2010
Record Date (to determine shareholders entitled to participate) 13 January 2010
Despatch of Offer Document 15 January 2010
Closing Date for Rights Issue 10 February 2010
Despatch of transaction confirmation statements 18 February 2010

The above dates are indicative only. Subject to the Corporations Act, the ASX Listing Rules and other applicable laws, the Company, in consultation with the Underwriter, reserves the right to change any of these dates without notice. This may include extending the Rights Issue, closing the Rights Issue early or accepting late applications, either generally or in particular cases.

Use of funds

The funds raised by the Rights Issue will primarily be used to develop new business opportunities for SmartTrans' logistics and transport solutions software in China and Australia and to conduct exploration activities at some or all of the Company's four exploration projects, with the balance to be used for general working capital.

Applications

The Rights Issue will be made pursuant to an Offer Document for the Rights Issue, which was released to ASX on 30 December 2009. Eligible shareholders who wish to participate in the Rights Issue may only do so by completing the personalised Entitlement and Acceptance Form which will accompany their copy of the Offer Document.

Further details regarding the Rights Issue are contained in the Offer Document.

Yours faithfully,

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James P Laurie

Executive Director