ORE RESOURCES LIMITED — AGM Information 2016

Feb 22, 2016

AUROCH MINERALS NL

ACN 148 966 545

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at Office J, Level 2, 1139 Hay St, West Perth, Western Australia on Wednesday, 23 March 2016 at 10:00am (WST)

This Notice of General meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 9486 4699.

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AUROCH MINERALS NL

ACN 148 966 545

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Auroch Minerals NL ( Company ) will be held at Office J, Level 2, 1139 Hay St, West Perth, Western Australia on Wednesday, 23 March 2016 at 10:00am (WST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 21 March 2016 at 4.00 pm (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 7.

AGENDA

1. Resolution 1 – Capital Reduction and Consolidation of Partly Paid Shares

To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:

“That, conditional on each of the other Resolutions being passed, approval is given to the Company:

• (a) in accordance with sections 256B and 256C of the Corporations Act, the Listing Rules and for all other purposes, to reduce the share capital of the Company by extinguishing the uncalled amount of 19 cents per share on 21,800,000 Partly Paid Shares ( Capital Reduction ); and

• (b) conditional on the Company extinguishing the uncalled amount of 19 cents per share on 21,800,000 Partly Paid Shares, in accordance with section 254H(1) of the Corporations Act, the Partly Paid Shares be consolidated by consolidating each 20 Partly Paid Shares into one Share ( Consolidation ),

on the terms set out in the Explanatory Memorandum.”

2. Resolution 2 – Issue of New Options to Non-Associated Partly Paid Shareholders

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That, conditional on each of the other Resolutions being passed, approval is given to the Company in accordance with Listing Rule 7.1 and for all other purposes, to issue to the NonAssociated Partly Paid Shareholders 19 New Options, at a subscription price of $0.005 per New Option, for every 20 Partly Paid Shares (or part thereof) held by the Partly Paid Shareholders

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prior to the Capital Reduction and Consolidation on the terms set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the Partly Paid Shareholders and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Issue of New Options to Mr Glenn Whiddon

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That, conditional on each of the other Resolutions being passed, approval is given to the Company in accordance with Listing Rule 10.11 and for all other purposes, to issue to Mr Glenn Whiddon (and his associated entities) 19 New Options, at a subscription price of $0.005 per New Option, for every 20 Partly Paid Shares (or part thereof) held by Mr Whiddon and any of his associates prior to the Capital Reduction and Consolidation on the terms set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Glenn Whiddon and any of his associates.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. Resolution 4 – Issue of New Options to Mr Nicholas Ong

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That, conditional on each of the other Resolutions being passed, approval is given to the Company in accordance with Listing Rule 10.11 and for all other purposes, to issue to Mr Nicholas Ong (and his associated entities) 19 New Options, at a subscription price of $0.005 per New Option, for every 20 Partly Paid Shares (or part thereof) held by Mr Ong and any of his associates prior to the Capital Reduction and Consolidation on the terms set out in the Explanatory Memorandum."

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Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Nicholas Ong and any of his associates.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Resolution 5 – Change of Company Type

To consider, and if thought fit, to pass with or without amendment, the following resolution as a special resolution:

“That, conditional on each of the other Resolutions being passed, in accordance with section 162 of the Corporations Act and for all other purposes, approval is given to the Company for the Company to be converted from a public no liability company to a public company limited by shares, on the terms set out in the Explanatory Memorandum.”

6. Resolution 6 – Adoption of New Constitution

To consider, and if thought fit, to pass with or without amendment, the following resolution as a special resolution:

“That, conditional on each of the other Resolutions being passed and Resolution 5 taking effect, the new Constitution submitted to the Meeting and signed by the Chairman for identification purposes, be approved and adopted as the Constitution of the Company in substitution for the previous constitution of the Company, as described in the Explanatory Memorandum."

Dated 23 February 2016 BY ORDER OF THE BOARD

Matthew Foy Company Secretary

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ACN 148 966 545

AUROCH MINERALS NL

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Office J, Level 2, 1139 Hay St, West Perth, Western Australia on Wednesday, 23 March 2016 at 10:00am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

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3. Resolution 1 – Capital Reduction and Consolidation of Partly Paid Shares

3.1 Background

On 15 October 2015, shareholders approved the sale of the Manica Gold Project to Xtract Resources plc ( Xtract ). Following disposal of the Manica Gold Project to Xtract, the Company will retain its interest in prospecting licence P63/1694 (the Peninsula Gold Project ) and prospecting licence P63/1646 (the Beete Gold Project ) in Western Australia, which will become the focus of the Company’s ongoing exploration.

Notwithstanding the Company intends to focus its exploration activities on the Peninsula Gold and Beete Gold Projects, the Company is proposing to change its company type from a public no liability company to a public company limited by shares to provide flexibility for possible future endeavours. The proposal to change company type arises because, pursuant to the Corporations Act, a public no liability company must not engage in activities outside of its mining purposes objects. As such, it is proposed to change the Company’s status from a public no liability company to a public company limited by shares so that it may consider other activities outside of mining.

3.2

Proposal

On 25 March 2011 the Company issued 20,000,000 Partly Paid Shares and on 11 January 2013 a further 2,000,000 Partly Paid Shares were issued. These Partly Paid Shares were issued at a price of $0.20, of which $0.01 was paid on issue with the balance outstanding. The balance of the issue price is payable at the election of the holder at any time. On 18 September 2012, 200,000 Partly Paid Shares were paid up in full leaving a total of 21,800,000 Partly Paid Shares on issue. The Company is entitled to make a call on the Partly Paid Shares on that date which is one day before the five years from the date of issue of the first tranche of Partly Paid Shares, being 25 March 2016. If a call is not paid when made, the Partly Paid Shares shall be subject to forfeiture in accordance with the procedure set out in section 254Q of the Corporations Act.

Under section 162 of the Corporations Act, a public no liability company is not permitted to have partly paid shares on issue at the time it changes its type to a public company limited by shares. In light of the Company’s proposal to change from a public no liability company to a public company limited by shares, Resolution 1 seeks Shareholder approval in accordance with sections 256B and 256C of the Corporations Act to reduce the share capital of the Company by extinguishing the uncalled amount of 19 cents per share on 21,800,000 Partly Paid Shares (the Capital Reduction ). Resolution 1 also seeks Shareholder approval in accordance with section 254H(1) of the Corporations Act for the Company to (subject to the implementation of the Capital Reduction) consolidate the Partly Paid Shares on the basis of 1 Share for every 20 Partly Paid Shares (or part thereof) (the Consolidation ).

The effect of Resolution 1 will be to permit the Company to reduce its share capital by extinguishing the uncalled amount of 19 cents per share on 21,800,000 Partly Paid Shares, and then consolidate those Shares into approximately 1,090,000 Fully Paid Shares.

Resolutions 2 to 4 seek approval for the Company to issue to the Partly Paid Shareholders 19 New Options, at a subscription price of $0.005 per New Option, for every 20 Partly Paid Shares (or part thereof) held by the Partly Paid Shareholders prior to the Capital Reduction and Consolidation, on the record date, being the date of the Meeting. See Section 4 for further details.

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The effect of Resolutions 1 to 4 is that each Partly Paid Shareholder will hold 1 Fully Paid Share and (subject to payment of the subscription amount of $0.005 per New Option) 19 New Options for every 20 Partly Paid Share (or part thereof) held at the record date, being the date of the Meeting.

Resolution 5 seeks approval in accordance with section 162 of the Corporations Act for the Company to, subject to the implementation of the Capital Reduction and the Consolidation, change its type from a public no liability company to a public company limited by shares. See Section 5 for further details.

Resolution 6 seeks approval for the adoption of a new Constitution appropriate for a public company limited by Shares. See Section 6 for further details.

Each of the Resolutions is inter-conditional, so that if any of the Resolutions are not passed, none of the Resolutions will be passed.

3.3 Legal requirements for the Capital Reduction

In accordance with section 256B of the Corporations Act, the Company may only reduce its share capital if the reduction:

• (a) is fair and reasonable to the Shareholders as a whole;

• (b) does not materially prejudice the Company's ability to pay its creditors; and

• (c) is approved by Shareholders under section 256C of the Corporations Act.

The proposed Capital Reduction is a selective reduction as it relates only to the Partly Paid Shares. Accordingly, as the proposed Capital Reduction is a selective reduction, section 256C of the Corporations Act requires the approval of the proposed Capital Reduction by either:

• (d) a Special Resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced, or by their Associates; or

• (e) a resolution agreed to, at a general meeting, by all ordinary Shareholders.

The Directors are of the view that the proposed Capital Reduction is fair and reasonable to the Shareholders for the reasons set out in this Explanatory Memorandum and that the Capital Reduction will not prejudice the Company's ability to pay its creditors.

3.4 Effect of proposed Capital Reduction and Consolidation on the Company

The effect of the proposed Capital Reduction and the Consolidation will be to reduce the share capital of the Company by extinguishing the uncalled amount of 19 cents per Share on the 21,800,000 Partly Paid Shares, thus effectively converting these shares to 17,500,000 Fully Paid Shares, which will then be consolidated into 1,090,000 Fully Paid Shares.

The proposal will also result in the issue of 20,710,000 New Options (with an exercise price of $0.20 and expiry date 23 October 2018). The New Options will be issued for cash consideration of $0.005 per New Option, which will raise $103,550 (before costs). Otherwise, the Company’s net assets will remain unaltered.

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The Company will receive a further $4,142,000 if all of the New Options are subsequently exercised.

3.5 Current capital structure

As at the date of this Notice, the Securities on issue in the Company are as shown below:

Class	Num
Fully Paid Shares	63,894,684
Partly Paid Shares	21,800,000
Existing Options exercisable at $0.15 expiring 18/7/2016	4,000,000
Existing Options exercisable at $0.10 expiring 23/10/2018	1,000,000
Existing Options exercisable at $0.08 expiring 31/12/2018	1,675,361
Convertible Notes maturing 30 June 20161	1,024,956
Notes 1. Convertible Notes have a face value of $1, convertible into Shares at a 20% discount to the 5-day VWAP of Fully Paid Shares prior to receipt of a conversion notice together with a 1-for-2 attaching Option exercisable at $0.08 on or before 31 December 2018 per Share issued on conversion.

3.6 Revised capital structure

If all of the Resolutions are passed, then the Securities on issue in the Company will be as shown below:

Class	Number
Fully Paid Shares - Existing holders - Partly Paid holders (Resolution 1)	63,894,684 1,090,000
Total Fully Paid Shares	64,984,684
Partly Paid Shares - Existing Partly Paid holders - Partly Paid holders (Resolution 1)	21,800,000 (21,800,000)
Total Partly Paid Shares	Nil
Options - Existing Options (refer section 3.5 above) - New Options	6,675,361 20,710,000
Total Options	27,385,361
Convertible Notes(refer section 3.5 above)	1,024,956

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3.7 Effect of the proposed capital reduction on Shareholders

• (a) Fully Paid Shareholders

The proposed Capital Reduction and Consolidation will have no effect on the number of Fully Paid Shares held by Fully Paid Shareholders. The following table sets out the potential dilutionary effect of Resolutions 1 to 4 on Fully Paid Shareholders:

Fully Paid	Conversion of Partly Paid Shares	Conversion of Partly Paid Shares	Exercise of New Options	Exercise of New Options
Shares	(Resolution 1)
Existing	Fully Paid Shares to be Issued	Dilution	Fully Paid Shares to be Issued	Dilution
63,894,684	1,090,000	1.68%	20,710,000	24.16%

However, it should be noted that if all of the Resolutions are not approved by Shareholders and the existing Partly Paid Shareholders were to pay up the balance of their holdings and convert to Fully Paid Shares, this would dilute Fully Paid Shareholders by ~25% assuming no further Shares or Options are issued by the Company.

• (b) Partly Paid Shareholders

The effect of Resolutions 1 to 4 is that each Partly Paid Shareholder will hold 1 Fully Paid Share and (subject to payment of the subscription amount of $0.005 per New Option) 19 New Options for every 20 Partly Paid Share (or part thereof) held at the record date, being the date of the Meeting.

3.8 Tax implications for Partly Paid Shareholders

The proposed Capital Reduction and Consolidation may have tax implications for Partly Paid Shareholders. The Company has not taken tax advice on the impact of the proposed Capital Reduction and Consolidation on Partly Paid Shareholders. Partly Paid Shareholders should seek their own tax advice on how the proposed Capital Reduction and Consolidation will affect them.

3.9 Other Material Information

There is no other information material to the making of a decision by a Shareholder whether or not to approve Resolution 1 (being information that is known to any of the Directors and which has not been previously disclosed to Shareholders) other than as disclosed in this Explanatory Memorandum.

4. Resolutions 2 to 4 – Issue of New Options to the Partly Paid Shareholders

4.1 Proposal

Please refer to Section 3.1 for the background to the proposed Capital Reduction to enable the Company to change its type from a public no liability company to a public company limited by shares.

Subject to each of the other Resolutions, Resolutions 2 to 4 seek approval for the Company to issue to the Partly Paid Shareholders 19 New Options for every 20 Partly Paid Shares (or part

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hereof) held by the Partly Paid Shareholders prior to the Capital Reduction and Consolidation, on the record date, being the date of the Meeting.

Of the 20,710,000 New Options to be issued to Partly Paid Shareholders, Mr Glenn Whiddon will be issued 4,061,250 New Options and Mr Nicholas Ong will be issued 57,000 New Options in their capacity as Partly Paid Shareholders. For that reason, the issue of New Options to Messrs Whiddon and Ong are subject of separate approval under Listing Rule 10.11.

Listing Rules 7.1 provides that a company must not issue equity securities, or agree to issue equity securities (which includes shares and options) without the approval of shareholders if the number of equity securities to be issued in any 12-month period (including equity securities issued on the exercise of any convertible securities) exceeds 15% of the issued capital of the company preceding the issue. Listing Rules 10.11 provides that a company must not issue equity securities, or agree to issue equity securities (which include options) to a director of the Company without the approval of shareholders. Where approval is obtained under Listing Rule 10.11, separate approval to issue securities under Listing Rule 7.1 is not required.

The effect of Resolutions 2 to 4 will be to permit the Company to issue to the Partly Paid Shareholders 19 New Options, at a subscription price of $0.005 per New Option, for every 20 Partly Paid Shares (or part thereof) held by the Partly Paid Shareholders prior to the Capital Reduction and Consolidation on the record date, being the date of the Meeting, including those issued to Messrs Whiddon and Ong in their capacity as Partly Paid Shareholders.

Please refer to paragraphs 3.6 and 3.7 of this Explanatory Memorandum for further details regarding the effect of the proposed issue of New Options.

4.2 Listing Rule requirements (Resolution 2)

Pursuant to Listing Rules 7.3, the following information is provided about the proposed issue of New Options to Non-Associated Partly Paid Shareholders under Resolution 2:

(a) Listing Rule 7.3.1 : Maximum number of securities to be issued

16,591,750 New Options.

• (b) Listing Rules 7.3.2 and 7.3.7 : Date by which securities will be issued

If Shareholder approval is obtained, the issue of the New Options to the Partly Paid Shareholders is expected to be issued in one tranche as soon as possible after the date of the Meeting and in any event no later than three months after the date of the Meeting or such later time as deemed appropriate by an ASX waiver and it is intended that the issue will occur on the same date.

(c) Listing Rule 7.3.3 : Issue price of securities

The New Options will be issued for cash consideration of $0.005 per New Option.

(d) Listing Rule 7.3.4: Names of persons to whom securities will be issued

The New Options will be issued to the holders of the Partly Paid Shares on the basis of 19 New Options for every 20 Partly Paid Shares (or part thereof) held.

• (e) Listing Rule 7.3.5 : Terms of securities

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The New Options will be issued to the Partly Paid Shareholders for cash consideration of $0.005 per New Option and vest immediately on issue. The terms of the New Options are set out in Schedule 1.

(f) Listing Rule 7.3.6 : Intended use of the funds

The funds raised from the issue of the New Options to the Partly Paid Shareholders will be utilised for working capital purposes.

4.3 Listing Rule requirements (Resolutions 3 and 4)

Pursuant to Listing Rule 10.13, the following information is provided about the proposed issue of Options to Mr Whiddon under Resolution 3 and Mr Ong under Resolution 4. Because approval is being obtained under Listing Rule 10.11, approval is not required under Listing Rule 7.1:

(a) Listing Rule 10.13.1 : the Name of the persons

The New Options are to be issued to Mr Whiddon and Mr Ong and their associates as Partly Paid Shareholders.

(b) Listing Rule 10.13.2 : Maximum number of securities to be issued

4,061,250 New Options will be issued to Mr Whiddon (and his associates) and 57,000 New Options to Mr Ong (and his associates).

(c) Listing Rules 10.13.3 and 10.13.4 : Date by which securities will be issued

If Shareholder approval is obtained, the issue of the New Options to the Partly Paid Shareholders will occur on a date which is no later than one month after the date of the Meeting or such later time as deemed appropriate by an ASX waiver.

(d) Listing Rule 10.13.5 : Issue price of securities

The New Options will be issued for cash consideration of $0.005 per New Option .

• (e) Listing Rule 10.13.5 : Terms of securities

The New Options will be issued to the Partly Paid Shareholders for cash consideration of $0.005 per New Option and vest immediately on issue. The terms of the New Options are set out in Schedule 1.

(f) Listing Rule 10.13.6 : Intended use of the funds

The funds raised from the issue of the New Options to the Partly Paid Shareholders will be utilised for working capital purposes.

4.4 Other Material Information

There is no other information material to the making of a decision by a Shareholder whether or not to approve Resolutions 2 to 4 (being information that is known to any of the Directors and which has not been previously disclosed to Shareholders) other than as disclosed in this Explanatory Memorandum.

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5. Resolution 5 – Change of Company Type

The Company is currently a public no liability company and proposes to change to a public company limited by shares to enable it to pursue alternative business opportunities other than mining following the disposal of the Manica Gold Project. In accordance with the Corporations Act, a public no liability company must not engage in activities outside of its mining purposes objects. As such, it is proposed to change the Company’s status to a limited company so that it may consider other activities outside of mining.

In accordance with section 162 of the Corporations Act, a public no liability company may change to a public company limited by shares by passing a Special Resolution resolving to change its type.

Accordingly, the Company is seeking the approval of Shareholders by Special Resolution to change from a public no liability company to a public company limited by shares.

6. Resolution 6 – Adoption of New Constitution

The current Constitution was adopted by the Company upon incorporation as a public no liability company. In accordance with Resolution 5, the Company is seeking to change from a public no liability company to a public company limited by shares.

Accordingly, the Constitution of the Company will need to be changed to reflect the proposed change in company type.

The proposed new Constitution is broadly consistent with the provisions of the existing Constitution. However, there are some differences which are required to give effect to the Company's transition from a public no liability company to a public company limited by shares. A number of amendments are also proposed in the new Constitution to ensure that it is as clear and concise as possible. There have been no fundamental changes to shareholders rights, such as the rights to vote and participate in dividends.

One of the principal differences between a no liability company and a company limited by shares is that members of a no liability company are not obligated to pay calls for unpaid money on partly paid shares. In a limited company, shareholders are contractually obligated to pay unpaid amounts on their shares, and they remain liable until any unpaid amounts have been paid in full. This difference is reflected in the provisions of the proposed new Constitution.

In compliance with the Corporations Act, a new test for the payment of dividends is contained in the proposed new Constitution. Under clause 10.1 of the new Constitution, the Company may only pay dividends if:

• (a) the Company's assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;

• (b) the payment of the dividend is fair and reasonable to the Company's members as a whole; and

• (c) the payment of the dividend does not materially prejudice the Company's ability to pay its creditors.

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Additionally, a cap of $250,000 (or such other amount fixed by ordinary resolution) on the directors’ fees payable to non-executive directors is contained in the proposed new Constitution.

The proposed Constitution complies with the requirements of the Corporations Act and the Listing Rules. Copies of the old Constitution and the proposed Constitution are available for perusal by Shareholders at the Company's registered office.

In accordance with section 136 of the Corporations Act, a resolution to adopt a new Constitution must be passed by Special Resolution at a general meeting.

Accordingly, Shareholder approval is sought for the adoption of the proposed Constitution. Shareholders should note that Resolution 6 is conditional on the passing of each other Resolution. Accordingly, if Resolution 6 is passed, the adoption of the new Constitution will take effect from the time the change of status of the Company takes effect.

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7. Definitions

Associate has the meaning given to that term in Part 1.2, Division 2 of the Corporations Act.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Beete Gold Project has the meaning given in Section 3.1.

Board means the board of Directors.

Business Day means a day which is not a Saturday, Sunday or a public holiday in Perth.

Capital Reduction has the meaning given in Resolution 1.

Chairman means the person appointed to chair the Meeting.

Company or Auroch means Auroch Minerals NL ACN 148 966 545.

Consolidation has the meaning given in Resolution 1.

Constitution means the constitution of the Company.

Convertible Notes means the convertible notes referred to in Section 3.5.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to this Notice.

Fully Paid Share means a fully paid Share in the capital of the Company.

Fully Paid Shareholder means a holder of Fully Paid Shares.

Listing Rules means the listing rules of ASX.

Manica Gold Project means the Company’s project conducted on mining concession 3990C.

Meeting has the meaning given in the introductory paragraph of the Notice.

New Option means an Option on the terms and conditions set out in Schedule 1.

Notice and Notice of Meeting means this notice of meeting.

Option means an option to acquire a Share.

Partly Paid Share means an unquoted partly paid Share in the capital of the Company.

Partly Paid Shareholder means a holder of Partly Paid Shares.

Peninsula Gold Project has the meaning set out in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

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Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Security means a Share, an Option or a Convertible Note.

Share means an ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Special Resolution means a Resolution that is to be passed by at least 75% of the votes cast by Shareholders present and entitled to vote on the Resolution.

VWAP means the volume weighted average price.

WST means Western Standard Time, being the time in Perth, Western Australia.

Xtract means Xtract Resources PLC a company incorporated and registered in England and Wales under the Companies Act 1985 with registered company number 05267047.

In this Notice, words importing the singular include the plural and vice versa.

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Schedule 1 – Terms and Conditions of New Options

(a)

Entitlement

The New Options ( Options ) entitle the holder to subscribe for one Share upon the exercise of each Option.

(b) Exercise price

The exercise price of each Option is $0.20 ( Exercise Price ).

(c) Expiry date

23 October 2018 ( Expiry Date ).

(d) Exercise period

The Options are exercisable at any time on or prior to the Expiry Date.

(e) Notice of exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

(f)

Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued Shares of the Company.

(g)

Options not quoted

The Company will not apply to ASX for quotation of the Options.

(h) Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Options.

(i)

Timing of issue of Shares

After an Option is validly exercised, the Company must as soon as possible:

• a) issue the Share; and

• b) do all such acts, matters and things to obtain:

• (A) the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Option; and

• (B) receipt of cleared funds equal to the sum payable on the exercise of the Option.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

(k)

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• a) the number of Shares which must be issued on the exercise of Option will be increased by the number of Shares which the option holder would have received if the option holder had exercised the Option before the record date for the bonus issue; and

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b) no change will be made to the Exercise Price.

(l) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of an Option.

(m) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the option holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(n) Options transferable

The Options are transferable.

(o) Lodgement instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company's share registry.

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ACN 148 966 545

AUROCH MINERALS NL

P R O X Y F O R M

The Company Secretary Auroch Minerals NL

By delivery: Office J, Level 2 1139 Hay Street WEST PERTH WA 6005

By post: By facsimile: PO Box 7653 +61 8 9486 4799 PERTH WA 6850

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We[1] ______________

of _________________

being a Shareholder/Shareholders of the Company and entitled to ____________ votes in the Company, hereby appoint:

The Chairman of the  OR if you are NOT appointing the Chairman of the Meeting (mark box) Meeting as your proxy, please write the name and address of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally on my/our behalf at the Meeting to be held at Office J, Level 2, 1139 Hay St, West Perth on Wednesday, 23 March 2016 at 10:00am (WST) and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit, except for as set out below).

The Chairman of the Meeting intends to vote undirected proxies in favour of each Resolution.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting.

Please read the voting instructions overleaf before marking any boxes with an  .

Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

			For	Against	Abstain
Resolution	1	Capital Reduction and Consolidation of Partly Paid Shares
Resolution	2	Issue of New Options to Non-Associated Partly Paid Shareholders
Resolution	3	Issue of New Options to Mr Glenn Whiddon
Resolution	4	Issue of New Options to Mr Nicholas Ong
Resolution	5	Change of Company Type
Resolution	6	Adoption of New Constitution

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Authorised signature/s

This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

• If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Resolution.

Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary
________	___	_______
Contact Name	Contact Daytime Telephone	Date
1Insert name and address of Shareholder

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided: Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the address below no later than 48 hours prior to the time of commencement of the Meeting (WST).

Hand deliveries : Office J, Level 2 1139 Hay Street WEST PERTH WA 6005

Postal address: PO Box 7653 Cloisters Square PERTH WA 6850

Facsimile: (08) 9486 4799 if faxed from within Australia or + 61 8 9486 4799 if faxed from outside Australia.

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