ORCODA LIMITED — Capital/Financing Update 2014

Jun 12, 2014

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13 JUNE 2014

ASX ANNOUNCEMENT

ACQUISITION OF “MOUNT MACKENZIE” PROJECT

Highlights

• Resources and Energy Group Ltd (ASX:REZ) has acquired, via its wholly owned subsidiary Mount Mackenzie Mines Pty Ltd, the Mount Mackenzie Project from SmartTrans Holdings Ltd and Reproductive Health Science Ltd under separate asset sale agreements for a consideration of $230,000 cash.

• The asset sale agreement with SmartTrans Holdings Ltd also provides for a 1% net

• smelter return royalty to be paid by Mount Mackenzie Mines Pty Ltd to SmartTrans Holdings Ltd on production for a period of 7 years and 6 months from 12 June 2014.

• The Mount Mackenzie Project is located on three granted Exploration Permits at Mount Mackenzie (EPM 10006, EPM 12546, and EPM 17515).

• Mount Mackenzie, located at Coppermine Creek, is 120kms north-west of Rockhampton in central Queensland

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Level 33, 52 Martin Place Sydney NSW 2000 GPO Box 2537 Sydney NSW 2001 P: +612 9227 8900 F : +612 9227 8901

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Over the past 12 months the directors of Resources and Energy Group Ltd (the Company ) have been considering various investment opportunities for the Company. Following an extensive review of opportunities, the directors have resolved to focus on identifying projects in the gold and copper sectors. The Mount Mackenzie Project represents a significant opportunity in this regard. The Company will be looking to develop the Mount Mackenzie Project and will investigate all funding options.

This has led to the Company reaching agreement to purchase the following Queensland Exploration Permits for Minerals (EPM’s) as set out in the below table from two listed ASX entities via its wholly owned subsidiary Mount Mackenzie Mines Pty Ltd under the following agreements:

• an Asset Sale Agreement with SmartTrans Holdings Limited in respect of the interest held by SmartTrans Holdings Limited in the EPMs; and

• an Asset Sale Agreement with Reproductive Health Science Limited in respect of the interest held by Reproductive Health Science Limited in the EPMs.

The Company has agreed to guarantee the performance of Mount Mackenzie Mines Pty Ltd’s obligations under the Asset Sale Agreement with Reproductive Health Science Limited.

Tenement	Holder	Share
EPM 10006	SmartTrans Holdings Ltd	60%
	Reproductive Health Science Ltd	40%
EPM 12546	SmartTrans Holdings Ltd	60%
	Reproductive Health Science Ltd	40%
EPM 17515	SmartTrans Holdings Ltd	50%
	Reproductive Health Science Ltd	50%

Under the terms of the asset sale agreements, the purchase price is respectively comprised of:

• $150,000 cash payable to SmartTrans Holdings Ltd; and

• $80,000 cash payable to Reproductive Health Science Ltd.

In addition to the purchase price of $150,000 payable to SmartTrans Holdings Ltd, the Company’s wholly owned subsidiary, Mount Mackenzie Mines Pty Ltd, will also grant SmartTrans Holdings Ltd a 1% net smelter return royalty on production from EPM 10006, EPM 12546 and EPM 17515 for a term of seven years and six months from 12 June 2014.

Level 33, 52 Martin Place Sydney NSW 2000 GPO Box 2537 Sydney NSW 2001 P: +612 9227 8900 F : +612 9227 8901

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The Company has commenced a review of all of the exploration data that has been acquired as a result of the purchase and will inform shareholders of the next phase of work shortly.

The Company will keep shareholders informed as to the progress of this review, which is expected to take 6 weeks to complete.

SmartTrans Holdings Ltd has previously released information regarding the Mount Mackenzie Project, most recently via its Quarterly Report for the three months ended 31 March 2014 ( Quarterly Report ). Dr Simon Beams (a competent person as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves) compiled the information in the Quarterly Report relating to the Mount Mackenzie Project, which may be accessed via the ASX website (http://www.asx.com.au/asxpdf/20140430/pdf/42pbl4b53p5924.pdf). The Company is not aware of any new information or data that materially affects the information relating to the Mount Mackenzie Project included in the Quarterly Report. The Company confirms that the form and context of the Quarterly Report have not been amended in this announcement.

For further information contact:

Cindy Louie Company Secretary Phone: 02 9227 8900

Level 33, 52 Martin Place Sydney NSW 2000 GPO Box 2537 Sydney NSW 2001 P: +612 9227 8900 F : +612 9227 8901

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