ORBMINCO LIMITED — Interim / Quarterly Report 2015

Mar 16, 2015

AUSROC METALS LIMITED ABN 99 073 155 781

HALF YEAR FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2014 (Formerly AusAmerican Mining Limited)

This Half Year Financial Report is to be read in conjunction with the financial report for the Year ended 30 June 2014.

AUSROC METALS LTD AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

The Directors of AusROC Metals Ltd (“AusROC” or “Consolidated Entity” or “Company”) formerly AusAmerican Mining Ltd submit herewith the interim financial report for the half-year ended 31 December 2014.

DIRECTORS

The names of	directors	of the Company in office during or since the end of the half-year are:
Peter Landau	-	Executive Chairman (appointed Director 1 August 2013, appointed Executive
		Chairman 10 July 2014)
Malenga Machel -		Non-Executive Director (appointed 10 July 2014)
Vinod Sharma	-	Non-Executive Director (appointed 5 September 2014)
Justyn Peters	-	Non-Executive Director (appointed 10 July 2014, resigned 5 September 2014)
Richard Holmes -		Managing Director (resigned 10 July 2014)
Don Falconer	-	Non-Executive Director (resigned 10 July 2014)
Ben Mead	-	Executive Director (appointed 9 September 2013, resigned 10 July 2014)
Jim Malone	-	Executive Director, Company Secretary and Chief Financial Officer.

All directors held office from the start of the financial year to the date of this report unless otherwise stated.

OPERATING RESULTS

The consolidated loss after tax for the reporting period was $4,378,978 (half-year ended 31 December 2013: loss of $4,275,322).

REVIEW OF OPERATIONS

The Directors of AusROC Metals Limited (ASX: ARK) (“AusROC”or “the company”) are pleased to present the review of operations for the half year ended 31 December 2014.

Shenglong acquisition

During the half year the company made a number of announcements concerning the amendments to the original binding term sheet it entered into to acquire a 77.58% interest in Shenglong International Investment Limited (“Shenglong”). We refer readers to the ASX announcement on 6 January 2015 when the company announced the most recent amendment to the agreement and that it had paid the first instalment to the vendor and had earned its initial project equity.

The Binding Term sheet, originally signed and announced to the market on 5 September 2014 outlined the terms for AusROC to acquire up to 77.58% interest in Shenglong. AusROC is pleased to advise that it has amended the previously announced deal on the following terms:

1. Deposit of US$1 million (already paid)

2. On or before 31 December 2014 a payment of US$1 million which has been paid. AusROC acquired a 1.50% interest in Shenglong. (paid)

3. On or before 15 January 2015, payment of US$0.5 million. AusROC will upon payment, have acquired 1.88% of Shenglong.

AusROC Metals Ltd

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ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872

Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

1. On or before 31 January 2015, payment of US$4 million. AusROC will upon payment, have acquired 4.88% of Shenglong in total, and will also take management control of the project and Company - and be entitled to a 77.58% interest in all profits of Shenglong moving forward.

2. On or before 28 February 2015 a payment of US$5 million. AusROC will have acquired 8.63% of Shenglong.

3. On or before 15 April 2015 a payment of US$5 million. AusROC will have acquired 12.38% of Shenglong.

4. On or before 15 June 2015 a payment of US$5 million. AusROC will have acquired 16.13% of Shenglong.

5. On or before 31 August 2015 a payment of US$5 million. AusROC will have acquired 19.88% of Shenglong.

6. On or before 30 October 2015 a payment of US$5 million. AusROC will have acquired 23.63% of Shenglong.

7. On or before 30 August 2016 a payment of US$33 million. AusROC will have acquired 48.38% of Shenglong.

8. On or before 30 August 2017 a payment of US$38.94 million. AusROC will have acquired 77.58% of Shenglong.

9. Should AusROC not make the payment of US$33 million by 30 August 2016, it can still make the full payment of US$71.94 million by 1 March 2017 and not be in breach of the terms of this agreement.

10. AusROC has first and last rights over the vendors remaining 22.42% ownership of Shenglong.

The overall percentages and quantum of the deal remain the same as that approved by shareholders at the AGM in November 2014. The previous amendment to the Binding Term Sheet announced on 20 November 2014, provided for AusROC to pay the initial payment of US$49 million to the vendor over four instalments from 1 December 2014 until 2 April 2015.

At the date of this report only the deposit and the first tranche of US$1 million had been paid to Shenglong however the company has had ongoing correspondence with the vendor negotiating favourable terms for both parties involved. These negotiations are still occurring and additional amendments to the terms represented above are still pending.

Acquisition Financing

Over the past 6 months the company has been funding the Shenglong acquisition through debt facilities provided by sophisticated investors. During the half year (26 November 2014) the company announced that it had completed the registration of its unsecured corporate bond offering. To date the company has not been able to raise any funds under the Bond offer but continues to try and use this platform to assist with its funding requirements.

The company is also in advanced negotiations with two other potential lenders for debt facilities. Further details of the arrangement will be provided in the next few weeks when the negotiations are scheduled to be completed.

Re-compliance with Chapters 1 &2

AusROC is now in the process of re-complying under chapters 1 & 2 of the ASX listing rules. This involves inter alia, a capital raising of $4.28 million by issuing 214 million shares at 2 cents per share (on a consolidated basis). At this stage the Company will have approximately 500 million ordinary shares on issue at a re-compliance price of 2 cents. The Company plans to have this raising fully underwritten and is currently in the process of finalising the prospectus and the underwriting agreement.

The Company had planned to lodge the prospectus and documents by Wednesday 14th January 2015. This has been delayed and will happen this month. Re-listing under prospectus usually takes up a minimum of 4 weeks so it is envisaged the company will re-list in April 2015.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

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Project update

During the half year the company announced that it has received the results of assays of the DSO stockpile at the Shenglong Investments International Ltd (“Shenglong”) Moubiri mine.

The assays, carried out by Bureau Veritas Commodities Canada Ltd of Vancouver, Canada, were performed on samples taken from the existing DSO stockpile at the Moubiri mine.

The purpose of the assays were to verify the grades and specifications of the DSO stockpile with the grades and specifications of DSO that had been sent by Shenglong to China for sale/processing in two previous shipments; and to provide grade specifications across multi elements for analysis by possible off take providers.

These results closely match and confirm the grade of the previous DSO shipments by Shenglong to China for sale/ processing.

Table 1 - Stockpile Sample Grades

Sample	Zn%	Pb%	Combined Zn/Pb%	Cu%	Ag g/t
MBSP14001	28.51	17.81	46.32	6.675	84
MBSP14002	25.33	21.21	46.54	3.18	71
MBSP14003	18.33	16.09	34.42	10.131	115
MBSP14004	26.04	19.68	45.72	4.693	75
MBSP14005	21.99	21.09	43.08	6.09	91
MBSP14006	20.36	20.16	40.52	5.196	88
MBSP14007	29	20.69	49.69	2.532	56
MBSP14008	13.86	18.25	32.11	12.8	134
MBSP14009	15.71	17.92	33.63	8.149	108
MBSP14010	16.56	33.61	50.17	5.831	144
MBSP14011	14.25	11.94	26.19	5.436	48
MBSP14012	21.03	22.65	43.68	8.109	118
MBSP14013	27.27	21.57	48.84	3.58	68
MBSP14014	23.61	19.87	43.48	5.312	81
MBSP14015	18.48	17.62	36.1	5.07	70
MBSP14016	19.38	15.42	34.8	2.382	52
MBSP14017	29.94	15.57	45.51	0.955	41
MBSP14018	20.64	19.71	40.35	5.063	73
MBSP14019	26.77	29.66	56.43	3.244	68
MBSP14020	34.48	13.35	47.83	2.575	49
Average	22.577	19.6935	42.2705	5.35015	81.7

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872

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Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

The company also released the first drill core assay results from the Moubiri due diligence program.

Shenglong previously drilled 14 diamond core holes for a total of 2,688 metres during 2013 of which 2 key holes intercepted the Moubiri production ore body. As part of AusAmerican’ s due diligence program the company has logged the drill holes, supervised analyses by handheld XRF and the cutting/sampling of the drill core. The preliminary XRF results were released on 23 Oct. 2014. The drill core was assayed by Acme Laboratories (Vancouver) by 4 acid digest with an ICP finish and consistently returned higher copper grades than the original XRF results. Major intersections are as follows:

Hole Id	From	To	Interval (m)	True Width (m)	Cu %	Pb %	Zn %	Ag g/t
ZK130401	38.4	55.1	16.7	7.3	11.0	0.6	2.1	33.5
ZK130401	85.1	93.65	8.55	3.8	11.9	29.6	19.4	159.2
MZK007	7.0	11.0	4	1.8	13.2	-	-	20.5
MZK007	25.9	41.6	15.7	6.9	9.0	-	-	116.4
MZK011	27.0	59.0	32	14.1	2.0	-	-	-

Table 1 - Major drill intersections from Moubiri diamond drill core

Hole Id	From	To	Interval (m)	True Width (m)	Cu %	Pb %	Zn %	Ag g/t
ZK130401	38.4	55.1	16.7	7.3	11.0	0.6	2.1	33.5
ZK130401	55.1	78.1	23.0	10.1	0.2	2.1	4.1	5.9
ZK130401	85.1	93.65	8.55	3.8	11.9	29.6	19.4	159.2
MZK002	122.7	131.7	9.0	4.0	0.8	4.4	0.4	4.6
MZK003	181.0	184.0	3.0	1.3	3.5	0.3	0.5	-
MZK004	88.0	97.5	9.5	4.2	6.2	-	-	10.2
MZK004	105.5	110.4	4.9	2.2	1.6	-	-	-
MZK004	120.4	128.2	7.8	3.4	0.4	4.4	3.8	8.4
MZK005	Hole Abandoned – Did		Not Reach	Target
MZK006	179.6	184.9	5.3	2.3	1.4	-	-	-

AusROC Metals Ltd ABN 99 073 155 781

PO Box 1788, West Perth, WA, Australia, 6872

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Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

MZK007	7.0	11.0	4	1.8	13.2	-	-	20.5
MZK007	25.9	41.6	15.7	6.9	9.0	-	-	116.4
MZK008	No Significant Assays – Testing IP Target
MZK009	No Significant Assays –Testing IP Target
MZK010	No Significant Assays – Did Not Reach Target Depth
MZK011	27.0	59.0	32	14.1	2.0	-	-	-
MZK012	No Significant Assays – Testing IP Target
MZK013	Hole Abandoned– Did Not Reach Target
MZK014	No Significant Assays

Table 2 – Drill hole intersections

Sale of Rio Puerco uranium asset

During the half year the sale of the Rio Puerco uranium asset was completed. The company received AUD$200k proceeds for this sale in January 2015. The company retains a 20%, two year free carry on the project.

AUDITOR’S INDEPENDENCE DECLARATION

The lead auditor’s independence declaration under section 307C of the Corporation Act 2001 is set out on page 8 for the half-year ended 31 December 2014 which forms part of this report.

Signed in accordance with a resolution of the Directors made pursuant to Section 298(2) of the Corporations Act 2001.

On behalf of the Directors:

Jim Malone Company Secretary

Perth, 16[th] March 2015

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

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COMPETENT PERSON

Competent Persons Statement

The information in this document that relates to exploration targets and exploration results is based on information compiled by Richard Holmes, Managing Director, AusAmerican Mining who is a Member of the Australian Institute of Mining and Metallurgy. Mr Holmes is a full-time employee of AusAmerican Mining and has sufficient experience which is relevant to the style of mineralisation and types of deposits under consideration and to the activity which has been undertaken to qualify as a Competent Person as defined by the 2012 edition of the “Australian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Holmes consents to the inclusion in the report of the matters based on the information in the form and context in which it appears.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

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38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au

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DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF AUSROC METALS LIMITED

As lead auditor for the review of AusROC Metals Limited for the half-year ended 31 December 2014, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

2. No contraventions of any applicable code of professional conduct in relation to the review.

3. This declaration is in respect of AusROC Metals Limited and the entities it controlled during the period.

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Dean Just Director

BDO Audit (WA) Pty Ltd

Perth, 16 March 2015

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BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

NOTE CONTINUING OPERATIONS Interest Income Other income Unrealised foreign exchange gain/(loss) Depreciation and amortisation Insurance Occupancy & administration expense Project expenditure Project acquisition payments 8 Marketing and promotion Salary, wages, professional fees Travel and Accommodation Share based payments expense 12 Impairment of capitalised exploration expenditure 9 Gain/(loss) on disposal of fixed assets Interest paid Finance Expenses LOSS BEFORE INCOME TAX Income tax expense LOSS FOR THE PERIOD OTHER COMPREHENSIVE INCOME Revaluation of available for sale securities Foreign currency translation TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO MEMBERS OF AUSTRALIAN-AMERICAN MINING CORPORATION LTD EARNINGS/(LOSS) PER SHARE: Basic earnings/(loss)per share (cents per share) Diluted earnings/(loss) per share (cents per share)	CONSOLIDATED ENTITY 31 DECEMBER 2014 $ 31 DECEMBER 2013 $
	270 335 45,917 17,293 (9,787) (3,803) (8,339) (14,231) (13,485) (29,762) (120,491) (89,536) (632,599) (547,654) (2,177,439) - (127,855) (2,510) (399,205) (450,623) (76,072) (45,097) (225,416) (220,688) (256,446) (2,802,089) 38,119 - (42,087) - (374,063) (86,957)
	(4,378,978) (4,275,322)
	- -
	(4,378,978) (4,275,322)
	- - 87,590 171,945
	(4,291,388) (4,103,377)
	(1.78) (9.24)
	(1.78) (9.24)

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

AusROC Metals Ltd

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ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2014

NOTE CURRENT ASSETS Cash and cash equivalents Trade and other receivables Financial Assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Mineral properties in exploration and evaluation phase 9 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions Interest bearing loans and borrowings 6 TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS / (LIABILITIES) EQUITY Issued capital 11 Reserves Accumulated losses TOTAL EQUITY / (DEFICIENCY IN EQUITY)	CONSOLIDATED 31 DECEMBER 2014 $ 30 JUNE 2014 $
	12,145 290,240 105,402 40,070 8,895 26,927
	126,442 357,237
	69,878 72,526 54,291 268,559
	124,169 341,085
	250,611 698,321
	859,512 750,931 5,609 51,628 2,366,166 420,180
	3,231,287 1,222,739
	- -
	3,231,287 1,222,739
	(2,980,676) (524,418)
	59,813,056 58,070,242 4,668,373 4,488,467 (67,462,105) (63,083,127)
	(2,980,676) (524,418)

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

CONSOLIDATED ENTITY Balance at 1 July 2013 Total comprehensive loss Transactions with owners in their capacity as owners: Shares issued during the period Share issue costs Share based payments Balance at 31 December 2013 Balance at 1 July 2014 Total comprehensive loss Transactions with owners in their capacity as owners: Shares issued during the period Share issue costs Share based payments Balance at 31 December 2014	SHARE CAPITAL OPTIONS RESERVE FOREIGN CURRENCY TRANSLATION ACCUMULATED LOSSES TOTAL
	55,993,353 4,934,948 (890,414) (53,540,805) 6,497,081
	- - 171,945 (4,275,322) (4,103,376)
	231,000 - - - 231,000 (35,295) - - - (35,295) 109,000 111,688 - - 220,688
	56,298,058 5,046,636 (718,469) (57,816,127) 2,810,098
	58,070,242 5,343,615 (855,148) (63,083,127) (524,418)
	- - 87,590 (4,378,978) (4,291,388)
	1,730,413 - - - 1,730,413 (120,699) - - - (120,699) 133,100 92,316 - - 225,416
	59,813,056 5,435,931 (767,558) (67,462,105) (2,980,676)

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

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CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
		CONSOLIDATED
	NOTE	31 DECEMBER 2014 $	31 DECEMBER 2013 $
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers for operating and exploration expenditure		(1,264,438)	(820,764)
Payment to acquire investment in Shenglong		(2,177,439)	-
Other receipts		20,932	17,293
Net cash (used in) operating activities		(3,420,945)	(803,471)
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received		270	335
Interest paid		(241)	-
Payment for property, plant equipment		(911)	(1,259)
Finance costs		(77,813)	-
Proceeds from sale of investments		59,403	-
Proceeds from sale of fixed assets		5,819	-
Proceeds from release of security deposits/bonds		19,239	-
Net cash (used in) / provided by investing activities		5,766	(924)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares and other equity securities		1,527,921	107,000
Proceeds from borrowings		1,829,140	280,000
Repayment of borrowings		(100,000)	-
Proceeds from issue of convertible notes		-	350,000
Payment for share issue costs		(120,698)	(35,295)
Net cash provided by / (used in) financing activities		3,136,363	701,705
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS		(278,818)	(102,690)
Cash and cash and cash equivalents at the beginning of the period		290,240	103,457
Cash acquired from purchase of controlled entity		-	-
Effects of exchange rates on cash and cash equivalents		723	15,436
Cash and cash equivalents at the end of the period		12,145	16,203

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The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

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CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

1. Basis of Preparation

The half-year consolidated financial statements are a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standard AASB 134 Interim Financial Reporting, Australian Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting.

It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2014 and any public announcements made by AusROC Metals Limited during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001.

The half-year financial report does not include full disclosures of the type normally included in an annual financial report.

Except where indicated otherwise, all amounts are presented in Australian dollars.

Going concern

The financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business.

The consolidated entity incurred a net loss of $4,378,978, had a net cash outflow from operating activities of $3,420,945 for the half year ended 31 December 2014 and has current liabilities of $3,231,287 at 31 December 2014. At the date of this report the majority of the current liabilities are overdue.

The group’s strategy in relation to going concern is to continue working closely with its financing partners to finalise and secure its future funding. In the meantime the company will also continue to work closely, building strong relationships with its related parties and sophisticated investors, so the company can finance its short term operations. These related parties and sophisticated investors have confirmed that they will continue to support the company with financing instruments until the financing, re-listing and Shenglong deal is completed and they will not call their debts until such time that the company can repay them. The company’s major creditors along with its management have both indicated that they will defer repayment terms and entitlements until such that the company has the financial capacity to compensate them. Consequently the directors are confident that the group, subject to the above, will continue as a going concern and will be able to meet existing and future commitments.

However, the Directors acknowledge that without the support of its related party and sophisticated investor financiers to provide financial support until the company can raise additional finance, the support of its creditors and management to defer entitlements until such time as the company can repay them and the raising of new finance through debt or equity, the Group may not be able to continue as a going concern and therefore it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts that differ from those in the financial statements.

2. Significant Accounting Policies

The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current half-year.

A number of new or amended standards became applicable for the current reporting period; however, the group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these standards. There will be some changes to the disclosures in the 30 June 2015 annual report as a consequence of these amendments. AusROC Metals Ltd

ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872

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Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

3. Dividends

There have been no dividends paid or declared in the period or in the previous reporting period.

4. Operating Segments

Segment Information

Identification of reportable segments

The Company has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.

The Company’s principal activity at this point of time is mineral exploration.

Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics.

Basis of accounting for purposes of reporting by operating segments

Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group.

i. Segment performance

During the six months ended 31 December 2014 the Group’s principal activity is mineral exploration. The group operates in Australia and the United States of America. Offices are maintained in Australia and the USA where operations comprise the operations of Uranium King Corporation and its subsidiaries. Segment results are classified in accordance with their economic characteristics regardless of legal Entity ownership.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

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CONDENSED NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

2014(Half Year)	AUSTRALIA $ UNITED STATES $ ELIMINATIONS TOTAL $
REVENUE Interest income Other income Total segment revenue Segment result Segment assets Segment liabilities
	270 - - 270
	45,917 - - 45,917
	46,187 - - 46,187
	(3,828,705) (550,273) - (4,378,978)
	130,470 120,142 - 250,611
	3,127,861 103,426 - 3,231,287
2013(Half Year)	AUSTRALIA $ UNITED STATES $ ELIMINATIONS TOTAL $
REVENUE Interest income Other income Total segment revenue Segment result 30 June 2014 Segment assets Segment liabilities
	335 - - 335
	17,293 - - 17,293
	17,628 - - 17,628
	(1,125,557) (3,149,765) - (4,275,322)
	361,430 336,891 - 698,321
	156,996 1,065,743 - 1,222,739

ii. Major customers

Due to the nature of its current operations, the Company does not provide products and services.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

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CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

5. Fair Value Measurements

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement, and for disclosure purposes.

a) Fair value hierarchy

AASB 13 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

• (a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);

• (b) Inputs other than quoted prices included within level 1 that are observable for the assets or liability, either directly or indirectly (level 2); and

• (c) Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).

The following table present the Group’s financial assets measured and recognised at fair value at 31 December 2014 and 30 June 2014 on a recurring basis.

Half-year to 31 December 2014 Financial liabilities Financial liabilities designated at fair value through profit or loss: Convertible note (250,000 Face Value) Convertible note (185,000 Face Value) Total Year to 30 June 2014 Financial liabilities Financial liabilities designated at fair value through profit or loss: Convertible note (250,000 Face Value) Convertible note (185,000 Face Value) Total	Level 1 Level 2 Level 3 Total $ $ $ $ - 150,000 - 150,000 - 185,000 185,000
	- 335,000 - 335,000
	Level 1 Level 2 Level 3 Total $ $ $ $ - 190,000 - 190,000 - 125,000 125,000
	- 315,000 - 315,000

b) Valuation techniques used to derive level 2 fair values

The fair values of financial instruments that are not traded in an active market are determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value and instruments are observable, the instrument is included in level 2.

AusROC Metals Ltd

ABN 99 073 155 781

PO Box 1788, West Perth, WA, Australia, 6872

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Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

All of the resulting fair value estimates are included in level 2.

• c) Fair values of other financial instruments

The group also has number of financial instruments which are not measured at fair value in the statement of financial position. The carrying value of trade receivables and payables is a reasonable approximation of their fair values due to their short-term nature.

The group did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as at 31 December 2014.

6. Borrowings

	6. Borrowings
		CONSOLIDATED
		31 DECEMBER 2014 $	30 JUNE 2014 $
	Opening Balance – Carrying Value	420,180	-
	Convertible Notes (Face Value) – (i)	-	435,000
	Notes Converted	20,000	(120,000)
	Borrowings – (ii)	2,050,986	105,180
	Borrowing Repaid (iii)	(125,000)	-
	Closing Balance – Carrying Value	2,366,166	420,180

(i) Convertible Notes

The company issued two unsecured convertible securities in the financial year 13/14 which were purchased by The Australian Special Opportunity Fund, LP. Note 1 having a face value of AU$250,000 was issued on the 28th August 2013; Note 2 having a face value of AU$185,000 was issued on the 7th of October 2013.

The convertible security was converted into shares as the 90 day (“Lock-up”) period had expired. As per the audited accounts 30 June 2014, the company converted 10,000,000 ordinary shares on the 9[th] December 2013 and then another 12,500,000 on the 23[rd] of December at a fair value conversion price of $0.006 and $0.0048 respectively. However in the half year 2014, the company and the investor noticed that the conversion price, being the 85% average of three daily VWAP’s chosen by investor during the 20 trading days prior to conversion, was $0.005. Consequently an adjustment was performed and the fair value of $0.005 was applied to both 10,000,000 and 12,500,000 conversions.

After the two conversions the fair value balance of the unsecured convertible securities was AU$335,000 instead of AU$315,000 as recorded at year end 2014.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

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(ii) Borrowings

During the period the company borrowed AU$350,000 from a sophisticated investor which had the following terms;

1. Interest payment which is the lesser of a lump sum payments of AU$130,000 or 500% per annum for the first month and;

2. 120% per annum in default of payment calculated on the loan plus the initial interest due.

The associated guarantor of the loan was the company, AusRoc Metals Limited, and its associated securities being non-personal property security (Non-PPS) and personal property security (PPS). Non PPS means all of the company’s present and after-acquired property that is not PPS property including whether or not the company has title to the property. PPS property means all of the company’s present and after-acquired property, including whether or not the company has title to the property including held by the company as trustee of a trust and the company’s right to indemnity. The company’s CEO, Mr Jim Malone, and the company’s Executive Director, Mr Peter Landau, were also made personal guarantees.

At 31 Dec 2014 the company had not repaid the loan and accordingly had accrued the lump sum interest payment of AU$130,000 along with the principle. Consequently the outstanding loan balance, which is now subjected to the default 120% per annum interest, was AU$480,000.

Also during the period the company borrowed two separate loans from a sophisticated investor “Noteholder”.

The first loan, being an AU$200,000 convertible note, was issued in July 2014 which had the following terms;

1. Fixed interest payment on advancement of loan, 7[th] July 2014, of AU$25,000

2. Lump sum default interest payment of AU$25,000 if the company fails to pay any amount which is due and payable to the noteholder for the period between commencing on and including the maturity date (6[th] August 2014) and the default date (5[th] Sep 2014);

3. For the period commencing on the default date “5[th] Sep 14”, interest on the aggregated of all amounts which are due and payable, at a rate of fifteen percent (15%) per annum.

At 31 Dec 2014 since the company has not repaid any amounts to the noteholder the following payments were added to the principle loan;

• AU$50,000 being the combination of the fixed interest payment and the default interest payment,

• AU$12,021 which was the interest accrued on the loan balance from 5[th] Sept 14 to 31 Dec 14.

Therefore the total outstanding loan balance at 31 Dec 2014 was AU$262,021.

The second loan was a series of advancement to the company over the half year under the following terms;

• Interest of 20% per annum calculated on the aggregated of all advancements.

At 31 Dec 14 the total advancements made to the company totalled AU$1,279,140 and the interest accrued on this balance was AU$29,826.

Both loans indicated above are to be paid back in full, being principle and all other aggregated amounts, by the end of this financial year 2014/2015.

iii) Borrowings Repaid

The outstanding AU$105,180 loan, with a related party OKAP Ventures Pty Ltd, at 30 June 2014 was entirely repaid through a combination of cash repayments and share issues.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

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CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

7. Commitments

The company’s commitments are those that relate directly with its on-going transaction with Shenglong Investments International Ltd. Over the next 6 months the company is committed to the following payments;

• 6 months ending 30 June 2015 - US$19.5m

• 6 months 30 June / 31 Dec 2015 - US$10m

• 12 months 1 Jan / 31 Dec 2016 - US$33m

• 12 months 1 Jan / 31 Dec 2017 - US$38.94m

The company’s only other commitment is the payment of US$125,000 by 31 March 2015 for a 12 month extension to the Blue Bell project.

8. Project Acquisition Payments

The Company has made payments to the vendor of Shenglong under the acquisition agreement as announced on the ASX. As at 31 December a deposit of US$1m and two instalments of US$500,000 have been paid to the vendor, as a result the Company has acquired a 1.5% interest in Shenglong. To date the Company has not yet received a share certificate for its acquired interest, as this will be received upon AusRoc taking management control of Shenglong. AusRoc will upon its next payment (refer to note 10), will own 4.88% of Shenglong in total and will take management control of the project and the Company will be entitled to a 77.58% interest in all profits of Shenglong moving forward.

9. Exploration and Evaluation

9. Exploration and Evaluation
	CONSOLIDATED
Non-producing properties Exploration and evaluation expenditure: Opening Balance Impairment of exploration expenditure Impairment of Deferred Tax Liability Net foreign currency exchange differences Closing Balance	31 DECEMBER 2014 $ 30 JUNE 2014 $
	268,559 7,243,302
	(256,446) (6,210,071)
	- (771,757)
	42,178 7,085
	54,291 268,559

Impairment indication has been identified, the company does not see the Rio Pureco (Uranium Project) project as a priority and is seeking to divest it. At 30 June 14 the company had a MOU with “Geopower Energy LLC” to sell 80% of the project for AUD$200,000. During the half year the Geopower showed commitment by paying the initial 12.5% deposit, AUD$25,000, for the right to purchase the asset. This payment would be taken off the purchase amount agreed by both parties. On the 2nd of January 2015 Geopower Energy LLC completed the transaction by paying the final AUD$175,000 and effectivity purchased the 80% interest in the asset, with AusROC Metals keeping the remaining 20%. Therefore the fair value market price for the remaining 20% of the project should be based on the sale of the 80% and is therefore valued at AUD$50,000.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

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CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

Consequently this provides evidence that the projects carrying value at half-year end, circa $306,000AUD, is in excess of its recoverable amount AUD$50,000 and is as such impaired. Therefore an adjustment at 31 December 2014 has been passed to reduce the carrying value of the Rio Pureco project to its recoverable amount of AUD$50,000. Ultimate recoupment of exploration and evaluation expenditure carried forward is dependent on successful development and commercial exploitation or sale of the asset.

10. Events after Reporting Date

The only event that affected the company post 31 Dec 2014 was in relation to an alteration in the binding term sheet between Shenglong and AusRoc with regards to the Shenglong Transaction. On the 6[th] January the directors of the company informed the market that is had successful negotiated with the vendor and 100% owner of Shenglong to amend the previously announced terms and specified the new terms as the following;

1. On or before 15 January 2015, payment of US$0.5m. AusRoc will upon payment, own 1.88% of Shenglong.

2. On or before 31 January 2015, payment of US$4 million. AusRoc will upon payment, own 4.88% of Shenglong in total and will also take management control of the project and Company and be entitled to a 77.58% interest in all profits of Shenglong moving forward.

3. On or before 28 February 2015 a payment of US$5 million. AusRoc to then own 8.63% of

4. Shenglong.

5. On or before 15 April 2015 a payment of US$5 million. AusRoc to then own 12.38% of Shenglong.

6. On or before 15 June 2015 a payment of US$5 million. AusRoc to then own 16.13% of

7. Shenglong.

8. On or before 31 August 2015 a payment of US$5 million. AusRoc to then own 19.88% of

9. Shenglong.

10. On or before 30 October 2015 a payment of US$5 million. AusRoc to then own 23.63% of Shenglong.

11. On or before 30 August 2016 a payment of US$33 million. AusRoc to then own 48.38% of Shenglong.

12. On or before 30 August 2017 a payment of US$38.94 million. AusRoc to then own 77.58% of Shenglong.

13. Should AusRoc not make the payment of US$33 million by 30 August 2016, it can still make the full payment of US$71.94 million by 1 March 2017 and not be in breach of the terms of this agreement.

14. AusRoc has first and last rights over the vendors remaining 22.42% of Shenglong.

At the date of signing this half-year financial report, none of the payments specified above have been paid to Shenglong, and the company has had ongoing correspondence with the vendor negotiating favourable terms for both parties involved. These negotiations are still occurring and additional amendments to the terms represented above are still pending.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

20

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

11. Issued Capital

1. Issued Capital
286,185,210 fully paid ordinary shares (31 December 2014) Share issue expenses	CONSOLIDATED
	31 DECEMBER 2014 $ 30 JUNE 2014 $
	61,797,770 59,934,259
	(1,984,714) (1,864,071)
	59,813,056 58,070,242

The company does not have a limited amount of authorised capital and issued shares do not have a par value.

Fully paid ordinary shares Balance at beginning of financial period Consolidation of shares Shares allotted during the period Share issue costs Share issue adjustments Ordinary fully paid shares at end of period	CONSOLIDATED AND COMPANY 31 DECEMBER 2014 NUMBER 31 DECEMBER 2014 $ 30 JUNE 2014 NUMBER 30 JUNE 2014 $
	808,624,930 58,070,242 221,798,811 55,993,353 (1,144,741,529)1 - - - 627,837,476 1,863,513 586,826,119 2,167,775 - (120,699) - (90,886) (5,537,667)2 - - -
	286,185,210 59,813,056 808,624,930 58,070,242

1 Due to the change in nature and scale of the company’s activities as a result of the Shenglong transaction the ASX required the company to re-comply with admission requirements set out in Chapters 1 & 2 of the ASX listing rules. Consequently the company had to consolidate its issued capital such that the volume weighted average price of the Company’s shares over the period of the 5 trading days prior to the AGM (29 Oct 2014) (5 Day VWAP) will equal $0.02. The 5 Day VWAP is $0.004 which will result in a consolidation of 1 share for every 5 shares and 1 option for every 5 option resulting in there being, post consolidation, 284,185,366 shares and 103,584,236 options on issue in the company.

Fully paid ordinary shares carry one vote per share and carry the right to dividends. Partly paid ordinary shares entitle the holder to vote, participate in dividends and proceeds on a winding up in proportion to the number of and amounts paid on the shares held. The company does not have any partly paid shares.

2 Share issue adjustment related to the over allocation of shares to Mr Malone for compensation of unpaid remuneration in the financial year 13/14. These shares were issued pre 30 June 2014 in the company’s rights issue. The shares were reduced from Mr Malone holding account and consequently an adjustment was put through on the 1[st] July 2014 to correctly reflect this.

• a) The following shares were issued during the reporting period:

• i. On the 31[st] July 2014 the company allotted 28,200,000 shares at $.003 to Ox Corporation in lieu of payment of their corporate retainer fee with the company.

• ii. On the 31[st] July 2014 the company allotted Mr Richard Holmes 65,830,623 shares at $0.003 for outstanding director’s fees at 30 June 2014 as noted in the annual report.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

21

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

• iii. On the 30[th] August 2014 the company allotted 482,473,520 ordinary shares at $0.003 to various investors in conjunction with the company’s rights shortfall.

• iv. On the 23[rd] August 2014 the company allotted 33,000,000 shares at $0.003 for a capital raising performed by a sophisticated investor in the prior period.

• v. On the 23[rd] September the company issued 8,333,333 shares at $0.003 to its related party OKAP Ventures Pty Ltd for repayment of an outstanding loan.

• vi. On the 27[th] November the company issued 10,000,000 shares at $0.003 to a sophisticated investor for payment of a commitment fee relating to raising the company an AUD$350,000 short loan.

12. Share Based Payments

A total of $225,416 has been recorded for the six months ended 31 December 2014 as a Share based payments expense, and is comprised of the following:

31st July 2014 – Shares issued to OX Corp in lieu of corporate fees retainer. 28,200,000 Shares at $0.003 31st July 2014 – Amortisation of Ox Corp $0.06 and $0.01 attaching options. 7,050,000 (pre consolidation basis) options for both classes 30th Sept 2014 - Shares issued to ARK employees for payment of accrued services provided to the company. 2,000,000 shares at $0.003 30th Sept 2014 – Amortisation of ARK employees $0.06 and $0.01 attaching options. 500,000 (pre consolidation basis) options for both classes 30th Sept 2014 - Shares issued to Azure Capital for capital raising services provided in the company's rights issue. 4,166,667 shares at $0.003 30th Sept 2014 – Amortisation of Azure Capital $0.06 and $0.01 attaching options. 1,041,667 (pre consolidation basis) options for both classes 27th Nov 2014 - Shares issued to Kaason Investments Pty Ltd - financing fee for $350,000 short term loan provided to the company. 10,000,000 shares at $0.003 30th Sept 2014 – Amortisation of Richard Holmes $0.06 and $0.01 attaching options. 16, 457,656 (pre consolidation basis) options for both classes 31st Dec 2014 – Amortisation of performance options expiring 28th May 2015 31st Dec 2014 – Amortisation of performance options expiring 3rd Dec 2015 31st Dec 2014 – Amortisation of consultants and employee options expiring 1st March 2015 Total share based payments expense 31.12.14	CONSOLIDATED
	31 DECEMBER 2014 $
	$84,600
	$3,384
	$6,000
	$240
	$12,500
	$499
	$30,000
	$7,901
	$32,097
	$40,007
	$8,188
	$225,416

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

22

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

At the end of the half year the current share rights (performance options) issued to executive were consolidated in line with the consolidation of the company’s share capital at the end of the period. The current Share Rights issued to executives are subject to a combination of Performance Conditions which have not changed since the last reporting date.

During the half year the attaching options, $0.06 Expiring 31[st] May 2015 and the $0.01 Expiring 31[st] May 2017, issued to various employees, advisors and consultants for services rendered were valued using the Black-Scholes model. The following table lists the inputs to the models used to value the options for the period ended 31 December 2014;

Dividend yield (%) Expected volatility (%) Risk-free interest rate (%) Expected life of right (years) Value per right ($) Closing share price at grant date ($)	$0.006 EXP 31/5/15 $0.01 EXP 31/5/17
	0% 0% 112% 112% 1.81% 1.81% 1yrs 3yrs $0.0004 $0.002 $0.004 $0.004

13. Related Party Transactions

During the half year the company executed the following related party transactions;

• i) Okap Ventures – Transaction incurred during the half year involved the company’s repayment of their outstanding loan with OKAP which was advanced to the company in the prior period. Combined with business related expenses paid by OKAP Ventures, including a payment of $130,000 to the company’s foreign exchange broker for the payment of the final deposit to the Vendor in relation to the Shenglong Transaction.

At 31 Dec 2014 the company had repaid the entire outstanding loan from the prior period and had $7,400 of outstanding business related expenses owing. The company’s repayments were conducted through;

• i. Cash Repayment of the loan - AU$100,000

• ii. Cash Reimbursement of business related expenses - AU$149,820

• iii. Share Based Repayment of the loan - 10,000,000 shares issued at $0.003

• ii) Richard Holmes (Company Employee) – The company issued Mr Holmes 65,830,623 shares at $0.003 per share and 32,915,333 attaching options pursuant to the non-renounceable rights issue announced on the 4th April 2014. The Transaction occurred as Mr Holmes elected to be paid outstanding director fees accrued during the financial year 2013/14 in stock. The amount of shares issued was determined by the fair value of his accrued fees owed.

• iii) Jim Malone (Company CEO and Secretary) – The company provided Mr Malone a $50,000 advance for work accrued as well as work related expenses that has been paid personally. These expenses and salary will be deducted from the loan until the loan is repaid in full which is envisaged to be by 30 June 2015.

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872

23

Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

DIRECTOR’S DECLARATION

The directors of the company declare that:

1. The financial statements and notes as set out on pages 9 to 23 are in accordance with the Corporations Act 2001 including:

2. (a) Complying with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulation 2001 and other mandatory professional reporting requirements; and

3. (b) Giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and of its performance for the half year ended on that date.

4. In the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

Peter Landau

Executive Director

Dated this 16[th] of March 2014

AusROC Metals Ltd ABN 99 073 155 781 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9488 5220 Facsimile: (08) 9324 2400

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Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of AusROC Metals Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of AusROC Metals Limited, which comprises the consolidated statement of financial position as at 31 December 2014, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the half-year ended on that date, notes comprising a statement of accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year’s end or from time to time during the half-year.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of AusROC Metals Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of AusROC Metals Limited, would be in the same terms if given to the directors as at the time of this auditor’s review report.

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BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees

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Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of AusROC Metals Limited is not in accordance with the Corporations Act 2001 including:

• (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and of its performance for the half-year ended on that date; and

• (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001

Emphasis of matter

Without modifying our conclusion, we draw attention to Note 1 in the half-year financial report, which indicates that the ability of the consolidated entity to continue as a going concern is dependent upon the support of its related party and sophisticated investor financiers to provide financial support until the company can raise additional finance, the support of its creditors and management to defer entitlements until such time as the company can repay them and the raising of new finance through debt or equity. These conditions, along with other matters as set out in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.

BDO Audit (WA) Pty Ltd

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Dean Just

Director

Perth, 16 March 2015

26