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EARLY WARNING REPORT

UNDER NATIONAL INSTRUMENT 62-103

1. Name and address of Offeror

Macquarie Group Limited (ABN 94 122 169 279)

c/- Level 3, 25 National Circuit

Forrest ACT 2603

Australia

(“Macquarie”)

2. Designation and number, or principal amount, of securities and the offeror’s security holding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.

Ownership of 2,212,120 shares of Oro Gold Resources Ltd. (“Oro”), and 1,606,060 warrants to purchase an equivalent number of additional shares, that together, create a reportable beneficial ownership interest, though not any acquisition of control.

As a result of these acquisitions, Macquarie is deemed to beneficially own an additional 1,606,060 common shares representing, in total, approximately 11.62% of the 32,861,440 outstanding common shares of Oro, on a partially-diluted basis.

3. Designation and number, or principal amount, of securities and the offeror’s security holding percentage in the class of securities immediately after the transaction or occurrence giving rise to obligations to file a news release.

Following the acquisition of the common shares and warrants referred to in Section 2, Macquarie is deemed to beneficially own 3,818,180 common shares and warrants of Oro, representing approximately 11.62% of the outstanding common shares on a partially-diluted basis.

4. Designation and number, or principal amount, of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:

(i) The offeror, either alone or together with joint actors, has ownership and control,

Deemed beneficial ownership 3,818,180 common shares of Oro, which represent 11.62% of the outstanding common shares on a partially-diluted basis.

ii) The offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor,

Nil

(iii) The offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership.

Nil

5. The name of the market in which the transaction or occurrence that gave rise to the news release took place.

Not applicable. Transaction was a non-brokered private placement.

6. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.

Macquarie acquired the securities for investment purposes. Depending on market and other conditions, Macquarie may increase or decrease its beneficial ownership of, or potential deemed control or direction over, ordinary shares of Oro through market transactions, private agreements, treasury issuances, exercise of options, convertible securities or otherwise.

7. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer, entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities.

Macquarie entered into a unit subscription agreement with Oro in December 2007 to acquire 666,666 shares and 333,333 warrants. Macquarie entered into a second unit subscription agreement with Oro in July 2008 to acquire an additional 545,454 shares and 272,727 warrants.

Most recently, in November 2008, Macquarie acquired 1,000,000 additional common shares, and warrants to purchase an additional 1,000,000 common shares of Oro, also via unit subscription agreement.

1. The names of persons or companies acting jointly or in concert with the offeror in connection with the disclosure required above.
2. Nature and value of consideration paid by the offeror, if the transaction or occurrence disclosed in this report did not take place on a stock exchange or other published market for the securities.

Macquarie Bank Limited is noted as the holder of the shares and warrants in Oro. Macquarie Bank Limited is 100% owned by Macquarie Group Limited.

In each of the three transactions described in Section 8 above, Macquarie acquired its shares and warrants via unit subscription agreement, with each unit being made up of one common share, and either an equivalent number or half as many warrants, each convertible into one additional share.

For the units of shares and warrants acquired in December 2007, Macquarie paid Oro CAD $0.75 per unit. The warrants in these units have a strike price of CAD $1.00 during the first year, and CAD $1.25 during the second year, with an expiration date of December 18, 2009.

For the units acquired in July 2008, Macquarie paid Oro CAD $0.55 per unit. The warrants in these units have a strike price of CAD $0.75 during the first year, and CAD $1.00 during the second year, with an expiration date of July 9, 2010.

For the units acquired in November 2008, Macquarie paid Oro CAD $0.25 per unit. The warrants in these units have a strike price of CAD $0.40 during the first year and CAD $0.50 during the second year, with an expiration date of November 29, 2010.

When applicable, a description of any change in any material facts set out in a previous report under the legislation stated above.

Not applicable.

DATED at Sydney, Australia this 5th day of December, 2008.

MACQUARIE GROUP LIMITED

By: (signed) “Dennis Leong” Name: Dennis Leong Title: Company Secretary

By: Name: Title:

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