ORE RESOURCES LIMITED - AGM Information 2019

AUROCH MINERALS LIMITED

ACN 148 966 545

NOTICE OF ANNUAL GENERAL MEETING

TIME : 9:30am (WST) DATE : 8 November 2019 PLACE : Country Women’s Association of WA (Inc) 1176 Hay Street West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6555 2950

CO NTENT S P AG E

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	9
Glossary	23
Proxy Form	Enclosed

IM P O RTANT INF O RM ATIO N

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 9:30am (WST) on 8 November 2019 at:

Country Women’s Association of WA (Inc)

1176 Hay Street West Perth WA 6005

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 9:30am (WST) on 6 November 2019.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise onehalf of the votes.

Shareholders and their proxies should be aware that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;
the appointed proxy is not the chair of the meeting;
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting; or
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Voting Prohibition

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on Resolutions 1 and 7 to 10 if the person is either:

a member of the Key Management Personnel of the Company; or
a Closely Related Party of such a member, and

the appointment does not specify the way the proxy is to vote on Resolutions 1 and 7 to 10.

However, the prohibition does not apply if the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even if Resolutions 1 and 7 to 10 are connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

BUSINESS O F TH E M EETING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2019 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2019.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(d) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – RE-ELECTION OF CHRIS HANSEN AS A DIRECTOR

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

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Chris Hansen, a Director, retires by rotation, and being eligible and offering himself for re-election, is re-elected as a Director."

3. RESOLUTION 3 – ELECTION OF EDWARD MASON AS A DIRECTOR

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

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mr Edward Mason, a Director appointed by the Board under clause 13.4 of the Constitution, and being eligible and offering himself for election, is elected as a Director."

4. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY

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

“That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totaling up to 10% of the issued capital (at the time of the issue), calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Equity Securities under this Resolution (except a benefit solely by reason of being a holder of Ordinary Securities), or any associates of those persons.

However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the 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 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 9,000,000 Shares pursuant to the Placement on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any persons that participated in the Placement, or any associates of those persons.

However, the Company need not disregard a vote if:

(a) it is cast by a 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, with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – RATIFICATION OF PRIOR GRANT OF ADVISER OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior grant by the Company of 3,000,000 Options to Golden Triangle Capital Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Golden Triangle Capital Pty Ltd, or any of its associates.

However, the Company need not disregard a vote if:

(a) it is cast by a 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.

7. RESOLUTION 7 – APPROVAL TO GRANT INCENTIVE OPTIONS TO AIDAN PLATEL

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to grant 6,750,000 Incentive Options to Aidan Platel (and/or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Aidan Platel (and/or his nominees), or any of his associates.

However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the 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.

8. RESOLUTION 8 – APPROVAL TO GRANT NEW PERFORMANCE RIGHTS TO AIDAN PLATEL

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to grant 2,250,000 New Performance Rights (and issue 2,250,000 Shares on the conversion of such New Performance Rights) to Aidan Platel (and/or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Aiden Platel (and/or his nominees), or any of his associates.

However, the Company need not disregard a vote if:

(a) it is cast by a 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.

9. RESOLUTION 9 – APPROVAL TO GRANT NEW PERFORMANCE RIGHTS TO CHRIS HANSEN

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to grant 800,000 New Performance Rights (and issue 800,000 Shares on conversion of such New Performance Rights) to Chris Hansen (and/or his nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Chris Hansen (and/or his nominees), or any of his associates.

However, the Company need not disregard a vote if:

(a) it is cast by a 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.

10. RESOLUTION 10 – APPROVAL TO GRANT NEW PERFORMANCE RIGHTS TO EDWARD MASON

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to grant 800,000 New Performance Rights (and the issue of 800,000 Shares on conversion of such New Performance Rights) to Edward Mason (and/or his nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Edward Mason (and/or his nominees), or any of his associates.

However, the Company need not disregard a vote if:

(a) it is cast by a 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.

11. RESOLUTION 11 – APPROVAL TO GRANT NEW PERFORMANCE RIGHTS TO ROBIN COX

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

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to grant 450,000 New Performance Rights (and issue 450,000 Shares on conversion of such New Performance Rights) to Robin Cox (and/or his nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Robin Cox (and/or his nominees), or any person who will obtain a material benefit as a result of the proposed issue of New Performance Rights pursuant to Resolution 11 (except a benefit solely by reason of being a Shareholder), or any associates of those persons. or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the issue of New Performance Rights under this Resolution, or any associates of those persons.

However, the Company need 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.

DATED: 10 OCTOBER 2019

BY ORDER OF THE BOARD

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MR AIDAN PLATEL MANAGING DIRECTOR

EX P LANATO RY STATEM ENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2019 together with the declaration of the directors, the Directors’ Report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.aurochminerals.com or by contacting the Company on +61 (8) 6555 2950.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The Remuneration Report sets out the Company’s remuneration arrangements for the directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report contained in the annual financial report of the Company for the financial year ended 30 June 2019. The Chair of the meeting will allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the Meeting.

2.2 Voting consequences

Under the Corporations Act a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (other than the managing director) who were in office at the date of approval of the applicable directors’ report ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of

the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4 Chair voting undirected proxies

The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention.

3. RESOLUTION 2 – RE-ELECTION OF MR CHRIS HANSEN AS A DIRECTOR

Clause 13.2 of the Constitution provides that:

(a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election;
(b) the Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots;
(c) a Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election; and
(d) in determining the number of Directors to retire, no account is to be taken of:
(i) a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/ or
(ii) a Managing Director,

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

Mr Chris Hansen retires by rotation at this Meeting and, being eligible, seeks re-election.

Details of Mr Hansen's background and experience are set out in the Company's Notice of Meeting lodged with the ASX on 22 July 2019.

The Board (other than Mr Hansen) unanimously supports the re-election of Mr Hansen.

Resolution 2 is an ordinary resolution.

4. RESOLUTION 3 – ELECTION OF EDWARD MASON AS A DIRECTOR

4.1 General

Clause 13.4 of the Constitution provides that the Directors may at any time appoint a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors provided that the total number of Directors does not at any time exceed the maximum specified in the Constitution. Any Director so appointed holds office only until the next following general meeting and is then eligible for election.

Mr Mason was appointed by the Board as a Director with effect from 9 October 2019.

In accordance with Clause 13.4 of the Constitution, Mr Mason, being eligible for election, now seeks to be elected as a Director.

The Board (other than Mr Mason) unanimously supports the election of Mr Mason as a Director.

Resolution 3 is an ordinary resolution.

4.2 Candidate Directors Profile

Mr Edward Mason has more than twenty years’ experience working for global investment banks such as Bank of America Merrill Lynch, HSBC, Renaissance Capital and, more recently, Royal Bank of Canada in senior leadership roles focused on the natural resources sector and spanning equities, derivatives and capital markets. Mr Mason also spent five years as a project manager working for Fluor Corp on the development of nickel and copper assets near the Company's existing operations, including the development of the Murrin Murrin laterite nickel mine in Western Australia and the Olympic Dam copper expansion project in South Australia.

5. RESOLUTION 4 - APPROVAL OF 10% PLACEMENT CAPACITY

5.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period of up to 12 months after the annual general meeting ( 10% Placement Capacity ).

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and based on the closing price of the Company's Shares on ASX on 2 October 2019 (being $0.088), the Company's market capitalisation is $11.17 million.

If Shareholders approve Resolution 4, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 5.2 below).

The effect of passing Resolution 4 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid Ordinary Securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under ASX Listing Rule 7.1.

Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 4 for it to be passed.

5.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of less than $300,000,000.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: AOU).

The exact number of Equity Securities that the Company may issue under an approval under ASX Listing Rule 7.1A will be calculated as at the date of issue of the Equity Securities according to the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

(i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
(iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under ASX Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval; and
(iv) less the number of Shares cancelled in the previous 12 months.

Note that “A” has the same meaning in ASX Listing Rule 7.1 when calculating an entity's 15% placement capacity.

is 10%.

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

5.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 4:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in subparagraph (i) above, the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under ASX Listing Rule 7.1A cease to be valid),

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the

economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.


Number of Shares on Issue		Dilution
	Issue Price (per Share)	$0.045	$0.090	$0.18
		50% decrease in Issue Price	Current Issue Price	100% increase in Issue Price
131,420,206	10% voting dilution	13,142,021 Shares	13,142,021 Shares	13,142,021 Shares
(Current)
	Funds raised	$591,391	$1,182,782	$2,365,564
197,130,309	10% voting dilution	19,713,031 Shares	19,713,031 Shares	19,713,031 Shares
(50% increase)
	Funds raised	$887,086	$1,774,173	$3,548,346
262,840,412	10% voting dilution	26,284,041 Shares	26,284,041 Shares	26,284,041 Shares
(100% increase)
	Funds raised	$1,182,782	$2,365,564	$4,731,127

* The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table above uses the following assumptions:

The current shares on issue are the Shares on issue as at 7 October 2019.
The issue price set out above is the closing price of the Shares on the ASX on 7 October 2019.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1 or 7.1A.
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i) as cash consideration in which case the Company intends to use funds raised towards the ongoing costs associated with either the exploration of its existing projects, pursuing other acquisitions that have a strategic fit or otherwise add value to Shareholders (including expenses associated with such acquisitions) and for general working capital; or
(ii) as non-cash consideration for the acquisition of new projects or otherwise as consideration for services rendered by nonrelated third parties to the Company, where it is considered appropriate by the board to do so. In such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3. The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e) Allocation under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and

(vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(f) Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained Shareholder approval pursuant to ASX Listing Rule 7.1A at the Company's 2018 annual general meeting held on 14 November 2018 ( Previous Approval ).

The Company has not issued any Equity Securities pursuant to the Previous Approval.

During the 12-month period preceding the date of the Meeting, being on and from 14 November 2018, the Company issued a total of 32,666,666 Shares and 9,950,000 Options which represents approximately 27.72% of the total diluted number of Equity Securities on issue in the Company on 14 November 2018, which was 153,763,981. Further details of the issues of Equity Securities by the Company during the 12-month period preceding the date of the Meeting are set out in Schedule 1.

The Company's cash balance on 14 November 2018 was approximately $3.3 million. The Company raised a total of $ 769,000 (before costs) from the issues in the 12 months preceding the Meeting. Since 14 November 2018, the Company spent $139,000 of the funds raised on further exploration work undertaken on the Arden Project and Bonaventura Projects. The Company's cash balance as at 30 June 2019 was approximately $1.7 million and as at the date of this Notice is approximately $1.7 million. The remaining funds will be used for a drilling campaign on the Saints Nickel Project, exploration activities on the Leinster Nickel Project, further exploration work on the Company's Arden and Bonaventura Projects and for general working capital purposes.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give ASX:

(i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with ASX Listing Rule 7.1A.4; and
(ii) the information required by ASX Listing Rule 3.10.5A for release to the market.

5.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 4.

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

6.1 Background

On 1 August 2019, the Company announced it had received firm commitments for a placement of 9,000,000 Shares ( Placement Shares ) at $0.07 per Share to raise a total of $630,000 (before costs) to various sophisticated or professional investors ( Placement ).

The lead manager of the Placement received a 6% fee on all funds raised and 3,000,000 Adviser Options (see section 6 for further details) for acting in this role.

The issue price of $0.07 per Share under the Placement represented a 6.2% discount to the Company’s 15-day Volume Weighted Average Price to 1 August 2019. The Placement was completed on 5 August 2019 and the Placement Shares were issued within the Company’s placement capacity under ASX Listing Rule 7.1.

ASX Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12-month period any Equity Securities, or other securities with rights to conversion to equity (such as an Option), if the number of those securities exceeds 15% of the number of Ordinary Securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.4 provides that where a company in general meeting ratifies a previous issue of securities made pursuant to ASX Listing Rule 7.1, providing that the previous issue did not breach ASX Listing Rule 7.1, the issue of those securities will be deemed to have been with shareholder approval for the purpose of ASX Listing Rule 7.1.

Resolution 5 seeks Shareholder approval for the ratification of the issue of the Placement Shares pursuant to ASX Listing Rule 7.4. The effect of Shareholders passing Resolution 5 will be to restore the Company's ability to issue securities within the 15% placement capacity under ASX Listing Rule 7.1 during the next 12 months.

Resolution 5 is an ordinary resolution.

6.2 Information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5, information regarding the issue of the securities referred to in Resolution 5 is provided as follows:

(a) 9,000,000 Shares were issued on 5 August 2019.
(b) The Placement Shares were issued at a price of $0.07 per Share to raise a total of $630,000 (before costs). Proceeds from the Placement have been or will be used to fund a drilling campaign on the Saints Nickel Project, exploration activities on the Leinster Nickel Project and for the Company’s general working capital requirements.
(c) The Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.
(d) The Placement Shares were issued to various sophisticated investors, none of whom is a related party of the Company.
(e) A voting exclusion statement is included in the Notice.

7. RESOLUTION 6 – RATIFICATION OF PRIOR GRANT OF ADVISER OPTIONS

7.1 Background

As outlined in Section 5.1, the Company completed the Placement on 5 August 2019 to raise a total of $630,000 (before costs). The lead manager of the Placement, Golden Triangle Capital Pty Ltd, received a 6% fee on all funds raised and 3,000,000 Adviser Options (each exercisable at $0.10 and expiring on 30 November 2021) for acting in this role.

The Adviser Options were granted on 5 August 2019 within the Company’s placement capacity under ASX Listing Rule 7.1.

A summary of ASX Listing Rules 7.1 and 7.4 are set out in Section 5.1.

Resolution 6 seeks Shareholder approval for the ratification of the grant of the Adviser Options pursuant to ASX Listing Rule 7.4. The effect of Shareholders passing Resolution 6 will be to restore the Company's ability to issue securities within the 15% placement capacity under ASX Listing Rule 7.1 during the next 12 months.

Resolution 6 is an ordinary resolution.

7.2 Information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5, information regarding the grant of the securities referred to in Resolution 6 is provided as follows:

(a) 3,000,000 Adviser Options were granted on 5 August 2019.
(b) The Adviser Options were granted for nil cash consideration as part of the fees payable to Golden Triangle Capital Pty Ltd for acting as lead manager to the Placement. Accordingly, no funds were raised from the grant of the Adviser Options.
(c) The Adviser Options are each exercisable at $0.10 on or before 30 November 2021. Full terms and conditions of the Adviser Options set out in Schedule 2. Shares issued on exercise of the Adviser Options will be fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company’s existing Shares on issue.
(d) The Adviser Options were granted to Golden Triangle Capital Pty Ltd who is not a related party of the Company.
(e) A voting exclusion statement is included in the Notice.

8. RESOLUTIONS 7 AND 8 – APPROVAL TO GRANT SECURITIES TO AIDAN PLATEL

8.1 Background

Mr Aidan Platel was recently appointed by the Board as Managing Director of the Company with effect from 4 September 2019.

The Company has agreed, subject to shareholder approval, to grant Mr Platel the following securities as part of his incentive based remuneration package:

(a) 6,750,000 Incentive Options, comprising:

(i) 3,250,000 Class A Incentive Options (each exercisable at $0.16 and expiring on 3 September 2023, vesting after 12 months of service); and
(ii) 3,500,000 Class B Incentive Options (each exercisable at $0.20 and expiring on 3 September 2023, vesting after 24 months of service); and
(b) 2,250,000 New Performance Rights, half of which vest after 12 months of service and the balance which vest after 24 months of service.

Resolutions 7 seeks Shareholder approval for the grant of Incentive Options to Mr Platel under ASX Listing Rule 10.11. Shareholder approval for the grant of New Performance Rights to Mr Platel under ASX Listing Rule 10.11 is being sought under Resolution 8.

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies. Mr Platel is a related party of the Company by virtue of being a Director and accordingly Shareholder approval for the issue of securities to him is required under ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of Incentive Options or New Performance Rights to Mr Platel as approval is being sought under ASX Listing Rule 10.11. Accordingly, the grant of the Incentive Options will not reduce the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

Resolutions 7 and 8 are ordinary resolutions.

8.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of Incentive Options and New Performance Rights constitutes giving a financial benefit to Mr Platel and he is a related party of the Company by virtue of being a Director.

After a review of publicly available information relating to the remuneration structures of ASX listed companies, including those operating in the basemetals exploration industry, the Directors (other than Mr Platel) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Incentive Options and New Performance Rights to Mr Platel pursuant to Resolutions 7 and 8 because the grant of these securities is considered reasonable remuneration in the circumstances.

8.3 Information required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.13, information regarding the grant of the securities referred to in Resolutions 7 and 8 is provided as follows:

(a) The maximum number of securities to be granted to Aidan Platel (and/or his nominees) pursuant to Resolutions 7 and 8 is:
(i) 6,750,000 Incentive Options, comprising:
- (A) 3,250,000 Class A Incentive Options; and;
- (B) 3,500,000 Class B Incentive Options; and
(ii) 2,250,000 New Performance Rights, comprising:
- (A) 1,125,000 Class A New Performance Rights; and
- (B) 1,125,000 Class B New Performance Rights.
(b) Class A Incentive Options are each exercisable at $0.16, expire on 3 September 2023 and vest after 12 months of service by Mr Platel with the Company. Class B Incentive Options are each exercisable at $0.20, expire on 3 September 2023 and vest after 12 months of service by the holder with the Company. Full terms and conditions of the Incentive Options are set out in Schedule 3. Shares issued on exercise of the Incentive Options will be fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company’s existing Shares on issue.
(c) The New Performance Rights are convertible into Shares on a one for one basis for no consideration upon exercise by the holder on or before the date which is 5 years after issue, subject to certain vesting criteria being met. Class A New Performance Rights and Class B New Performance Rights vest after 12 and 24 months of service by the holder with the Company, respectively. New Performance Rights vest immediately on a change of control of the Company. Full terms and conditions of the New Performance Rights are set out in Schedule 4. Shares issued on conversion of the New Performance Rights will be fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company’s existing Shares on issue.
(d) Mr Platel is a related party of the Company by virtue of being Managing Director.
(e) The Incentive Options and New Performance Rights will be granted no later than one (1) month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). It is anticipated that the Incentive Options and New Performance Rights will be granted on the same date.
(f) The Incentive Options and New Performance Rights will be granted for nil consideration as part of the incentive based remuneration package of Mr Platel in his role as Managing Director. Accordingly, no funds will be raised from the grant of the securities.
(g) A voting exclusion statement is included in the Notice.

9. RESOLUTIONS 9 AND 10 – APPROVAL TO GRANT NEW PERFORMANCE RIGHTS TO DIRECTORS

9.1 General

Subject to Shareholder approval, the Company wishes to grant a further 1,600,000 New Performance Rights to Directors as follows:

(a) 800,000 New Performance Rights to Chris Hansen (and/or his nominees), comprising 400,000 Class A New Performance Rights and 400,000 Class B New Performance Rights; and
(b) 800,000 New Performance Rights to Edward Mason (and/or his nominees), comprising 400,000 Class A New Performance Rights and 400,000 Class B New Performance Rights.

The New Performance Rights will be granted to the above Directors as long term incentives in connection with their roles with the Company.

Resolutions 9 and 10 seek Shareholder approval for the grant of New Performance Rights to Directors under ASX Listing Rule 10.11.

A summary of ASX Listing Rules 10.11 and 7.1 are set out in Section 7 above. Mr Hansen and Mr Mason are related parties of the Company by virtue of being Directors. Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of New Performance Rights to them as approval is being sought under ASX Listing Rule 10.11. Accordingly, the grant of the Incentive Options pursuant to Resolutions 9 and 10 will not reduce the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

Resolutions 9 and 10 are ordinary resolutions.

9.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E is set out in Section 8.2 above.

After a review of publicly available information relating to the remuneration structures of ASX listed companies, including those operating in the basemetals exploration industry, the Directors (other than Mr Hansen and Mr Mason) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the New Performance Rights to each of Mr Hansen and Mr Mason is considered reasonable remuneration in the circumstances.

9.3 Specific information required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.13, information regarding the grant of the securities referred to in Resolutions 9 and 10 is provided as follows:

(a) The maximum number of securities to be granted pursuant to Resolutions 9 and 10 is:
(i) 800,000 New Performance Rights (comprising 400,000 Class A New Performance Rights and 400,000 Class B New Performance Rights) to Mr Chris Hansen (and/or his nominees); and
(ii) 800,000 New Performance Rights (comprising 400,000 Class A New Performance Rights and 400,000 Class B New Performance Rights) to Mr Edward Mason (and/or his nominees).

(b) The New Performance Rights are convertible into Shares on a one for one basis for no consideration upon exercise by the holder on or before the date which is 5 years after issue, subject to certain vesting criteria being met. Class A New Performance Rights and Class B New Performance Rights vest after 12 and 24 months of service by the holder with the Company, respectively. New Performance Rights vest immediately on a change of control of the Company. Full terms and conditions of the New Performance Rights are set out in Schedule 4. Shares issued on conversion of the New Performance Rights will be fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company’s existing Shares on issue.
(c) Mr Hansen and Mr Mason are related parties of the Company by virtue of being Directors.
(d) The New Performance Rights will be granted no later than one (1) month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that all of the New Performance Rights will be granted on the same date.
(e) The New Performance Rights will be granted for nil consideration as part of the incentive based remuneration package of each of Messrs Hansen and Mr Mason in their roles as Directors. Accordingly, no funds will be raised from the grant of these securities.
(f) A voting exclusion statement is included in the Notice.

10. RESOLUTION 11 – APPROVAL TO GRANT NEW PERFORMANCE RIGHTS TO ROBIN COX

10.1 General

Subject to Shareholder approval, the Company wishes to grant a further 450,000 New Performance Rights to the Company's geologist Robin Cox (and/or his nominees), comprising 200,000 Class A New Performance Rights and 250,000 Class B New Performance Rights, as long term incentives in connection with his role with the Company.

Resolution 11 seeks Shareholder approval pursuant to Listing Rule 7.1 to grant the New Performance Rights to Mr Cox.

A summary of ASX Listing Rule 7.1 is provided in Section 5.1.

Given that none of the exceptions contained in Listing Rule 7.2 apply, Shareholder approval is being sought under Listing Rule 7.1 to issue the New Performance Rights under Resolution 11 to preserve the Company’s 15% capacity under Listing Rule 7.1.

Resolution 11 is an ordinary resolution.

10.2 Specific information required by ASX Listing Rule 7.3

The following information is provided for the purposes of Listing Rule 7.3 in relation to the issue of securities referred to in Resolution 11:

(a) The maximum number of securities to be granted pursuant to Resolution 11 is 450,000 New Performance Rights, comprising 200,000 Class A New Performance Rights and 250,000 Class B New Performance Rights.

(b) The New Performance Rights are convertible into Shares on a one for one basis for no consideration upon exercise by the holder on or before the date which is 5 years after issue, subject to certain vesting criteria being met. Class A New Performance Rights and Class B New Performance Rights vest after 12 and 24 months of service by the holder with the Company, respectively. New Performance Rights vest immediately on a change of control of the Company. Full terms and conditions of the New Performance Rights are set out in Schedule 4.
(c) Shares issued on conversion of the New Performance Rights will be fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company’s existing Shares on issue.
(d) The New Performance Rights will be granted to Robin Cox (and/or his nominees), who is not is not a related party of the Company.
(e) The Company will grant the New Performance Rights no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that all of the New Performance Rights will be granted on the same date.
(f) The Performance Rights will be granted for nil consideration as longterm incentives in connection with the role of Mr Cox as the Company's geologist. Accordingly, no funds will be raised from the grant of the Performance Rights.
(g) A voting exclusion statement is included in the Notice.

11. ENQUIRIES

Shareholders are required to contact the Company Secretary, Mr James Bahen on +61 (8) 6555 2950 if they have any queries in respect of the matters set out in these documents.

G LO SSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given to that term in section 5.1 of the Explanatory Statement.

Adviser Options means an Option on the terms and conditions in Schedule 2.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Chair means the Chair of the Meeting.

Class A New Performance Rights and Class B New Performance Rights mean a Performance Right on the terms and conditions in Schedule 4.

Class A Incentive Options and Class B Incentive Options mean an Option on the terms and conditions in Schedule 3.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Company means Auroch Minerals Limited (ACN 148 966 545).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Directors' Report means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Incentive Options means a Class A Incentive Option or a Class B Incentive Option.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

New Performance Rights mean a Class A New Performance Right or a Class B New Performance Right.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Performance Right means a right to acquire a Share, subject to any applicable performance milestones and/or vesting conditions being met.

Placement has the meaning given to it Section 6.1.

Placement Shares has the meaning given to it Section 6.1.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the Remuneration Report set out in the Directors’ Report section of the Company’s annual financial report for the year ended 30 June 2019.

Resolutions means the resolutions set out in this Notice, or any one of them, as the context requires.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Variable A means “A” as set out in the calculation in section 5.2 of the Explanatory Statement.

WST means Western Standard Time as observed in Perth, Western Australia.

SC HED U L E 1 – ISSU ES O F EQ U ITY SEC U R ITIES SINC E 14 NO V EM B ER 2018

Date	Quantity	Class	Recipients	Issue price and discount to Market Price1 if applicable	Form of Consideration
14 November 2018	6,950,000	Options1	Shortfall allocation issued to Clarion Finance Pte Ltd (Underwriter of the Non- renounceable pro rata offer	$0.02 per option	Current value: $209,1952 Amount Raised = $139,000 Amount spent = $139,000 The funds have been used by the Company on further exploration work undertaken on the Arden Project and Bonaventura Project.
19 December 2018	1,750,000	Shares3	Directors, employees and contractors of the Company	No issue price (Non- cash consideration). Conversion of performance rights to fully paid ordinary shares	Shares issued on conversion of Performance Rights issued to Directors, employees and contractors as long-term incentives in connection with their services provided to the Company Current value: $157,5004
5 August 2019	1. 9,000,000 2. 3,000,000	1. Shares3 2. Options5	1. Placement to sophisticated investors 2. Issued to the lead manager of the Placement, Golden Triangle Capital Pty Ltd	1. $0.07 per share 2. Nil	1. Current value: $810,0004 Amount Raised = $630,000 Amount spent = $325,000 The funds will be used by the Company for a drilling campaign on the Saints Nickel Project and exploration activities on the Leinster Nickel Project6 2. Issued for services provided to the Company as Lead Manager of the Placement Current value: $75,2032
29 August 2019	1. 18,333,333 2. 1,833,333 3. 1,750,000	1. Shares3 2. Shares3 3. Shares3	1. Minotaur Resources Investments Pty Ltd 2. Horizon Investment Services Pty Ltd 3. Directors, employees and contractors of the Company	1. No issue price (Non- cash consideration). Issued as consideration for the acquisition of Saints Nickel Project and Leinster Nickel Project 2. No issue price (Non- cash consideration). Issued to advisors in lieu of fees for services provided in relation to the acquisition of Saints Nickel Project and Leinster Nickel Project 3. No issue price (Non- cash consideration). Conversion of performance rights	1. Shares issued to vendor's nominee for consideration for the acquisition of the Saints Nickel Project and Leinster Nickel Project Current value: $1,649,9994 2. Shares issued to advisor's nominee in relation to the acquisition of Saints Nickel Project and Leinster Nickel Project Current value: $164,9994 3. Shares issued on conversion of Performance Rights issued to Directors, employees and contractors as long-term incentives in connection with their services provided to the Company

to fully paid ordinary Current value: $157,500[4 ] shares

Notes:

Unlisted options each exercisable at $0.10 on or before 30 November 2021. The full terms and conditions were disclosed in the rights issue prospectus issued by the Company dated 20 June 2018.
The value of these unquoted Equity Securities is measured using the Black & Scholes option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the security, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the option. No account is taken of any performance conditions included in the terms of the security other than market based performance conditions (i.e. conditions linked to the price of shares.
Fully paid ordinary shares in the capital of the Company, ASX code: AOU (terms are set out in the Constitution).
In respect of quoted Equity Securities the value is based on the closing price of Shares ($0.09) on the ASX on 7 October 2019.
Unlisted options each exercisable at $0.10 on or before 30 November 2021.
This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

SC HED U L E 2 – TER M S AND C O ND ITIO NS O F AD V ISER O PTIO NS

Entitlement

Each Adviser Option ( Option ) entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon the exercise of each Option.

Exercise price

The exercise price of each Option is $0.10 ( Exercise Price ).

Expiry Date

The Options will expire on 30 November 2021 ( Expiry Date ).

Exercise period

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

Lapse Date

An Option will lapse on the Expiry Date.

Notice of exercise
The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and either 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.
Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued fully paid ordinary shares of the Company.

Options not quoted

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

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.
Timing of issue of Shares

After an Option is validly exercised, the Company must, within 15 Business Days of the notice of exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option issue the Shares and do all such acts, matters and things to obtain the grant of official quotation of the Shares on ASX no later than 5 Business Days after issuing the Shares.

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 without exercising the Options. However, the Company will give the holder notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

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 securities which must be issued on the exercise of an Option will be increased by the number of securities which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.
Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment to the Exercise Price or the number of Shares which must be issued on the exercise of the Options.

Adjustments for reorganisation

If there is any reorganisation 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 reorganisation at the time of the reorganisation.

Options not transferable

The Options are not transferrable unless with the prior consent of the Board.

Lodgment 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.

SC HED U L E 3 – TER M S AND C O ND ITIO NS O F INC ENTIV E O PTIO NS

1. Entitlement

Each Incentive Option ( Option ) entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon the exercise of each Option.

2. Exercise price

The exercise price of each Option is as follows ( Exercise Price ):

Class	Exercise Price
Class A Incentive Options	$0.15
Class B Incentive Options	$0.20

Expiry Date

The Options will expire on 3 September 2023 ( Expiry Date ).

Vesting Condition

The Options will vest on the date of satisfaction of the vesting conditions set out below ( Vesting Condition ):

(Vesting Condition):
Class	Vesting Conditions
Class A Incentive Options	12 months of continuous service by the holder with the Company
Class B Incentive Options	24 months of continuous service by the holder with the Company

The Board of the Company shall determine (in its sole discretion) if the Vesting Conditions in the table above are satisfied. The Board may in its absolute discretion resolve to waive the applicable Vesting Condition in the following circumstances:

(a) death of the holder;
(b) total or permanent disability of the holder;
(c) retirement of the holder (where the holder permanently ceases all gainful employment) or redundancy of the holder (where the employment, office or engagement of the holder is terminated due to economic, technological, structural or other organizational change and the Company no longer requires the duties and responsibilities carried out by the holder to be carried out by anyone or the Company no longer requires the position held by the holder to be held by anyone); or
(d) any other circumstances determined by the Board (whether before or after the date of grant).

5. Exercise period

The Options are exercisable at any time during the period commencing on the day the Vesting Condition has been satisfied and ending on the Expiry Date.

Lapse Date

An Option will lapse on that date ( Lapse Date ) which is the earlier to occur of:

(a) a Vesting Condition in relation to the Option is not satisfied by the specified due date (if any), or becomes incapable of satisfaction, as determined by the Board in its absolute discretion;
(b) the Company undergoes a Change of Control or a winding up resolution or order is made; and
(c) the Expiry Date referred to in item 3 above.

For the purposes of this item 6, " Change of Control " means:

(a) a bona fide Takeover Bid (as defined in the Corporations Act) is declared unconditional and the bidder has acquired a Relevant Interest (as defined in the Corporations Act) in at least 50.1% of the Company’s issued Shares;

(b) a court approves, under Section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(c) in any other case, a person obtains Voting Power (as defined in Section 9 of the Corporations Act) in the Company which the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.
Notice of exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and either payment of the Exercise Price for each Option being exercised, or an election to use the Cashless Exercise Facility (as defined below) in respect of 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.

Cashless Exercise Facility
(a) The holder may, subject to item 8(c) below, elect to pay the Exercise Price for a Option by setting off the exercise price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the Exercise Price has been set off.
(b) If the holder elects to use the Cashless Exercise Facility, the holder will only be issued that number of Shares (rounded down to the nearest whole number) as are equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (determined as the volume weighted average of the prices at which Shares were traded on the ASX during the one week period immediately preceding the exercise date) calculated in accordance with the following formula:
- S = O x (MSP – EP)

MSP

Where:

S = Number of Shares to be issued on exercise of the Options.

O = Number of Options.

MSP = Market value of the Shares (calculated using the volume weighted average prices at which Shares were traded on the ASX over the one week period immediately preceding the exercise date).

EP = Option exercise price.

(c) If the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with item 8(b)) is zero or negative, then the holder will not be entitled to use the Cashless Exercise Facility.

9. Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued fully paid ordinary shares of the Company.

Options not quoted

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

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.

Timing of issue of Shares

13. Participation in new issues

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 securities which must be issued on the exercise of an Option will be increased by the number of securities which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.
Adjustment for rights issue
If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment to the Exercise Price or the number of Shares which must be issued on the exercise of the Options.
Adjustments for reorganisation

Options not transferable

The Options are not transferrable.

Lodgment instructions

SC HED U L E 4 – TER M S AND C O ND ITIO NS NEW PER FO R M ANC E R IG HTS

Entitlement

Each New Performance Right ( Performance Right ) will convert into a fully paid ordinary share in the capital of the Company ( Share ) for no consideration upon exercise of the Performance Right by the holder.

Vesting Date and Expiry Date

The Performance Rights will be granted in two tranches and will vest on the date on which the relevant vesting conditions set out below are satisfied ( Vesting Date ):

Class	Vesting Conditions
Class A New Performance Rights	12 months of continuous service by the holder
Class B New Performance Rights	24 months of continuous service by the holder

(a) death of the holder;
(b) total or permanent disability of the holder;
(c) retirement of the holder (where the holder permanently ceases all gainful employment) or redundancy of the holder (where the employment, office or engagement of the holder is terminated due to economic, technological, structural or other organizational change and the Company no longer requires the duties and responsibilities carried out by the holder to be carried out by anyone or the Company no longer requires the position held by the holder to be held by anyone); or
(d) any other circumstances determined by the Board (whether before or after the date of grant).
Expiry Date

The expiry date for each Performance Right will be the date which is five years from the date of grant ( Expiry Date ).

Lapse Date
A Performance Right will lapse on that date ( Lapse Date ) which is the earliest to occur of:
(a) the Expiry Date referred to in item 3 above;
(b) failure to meet a Vesting Condition or any other condition applicable to the Performance Right within the prescribed period (if any) or becomes incapable of satisfaction, as determined by the Board in its absolute discretion; or
(c) the Company undergoes a Change of Control or a winding up resolution or order is made.

For the purposes of this item 4, " Change of Control " means:

(d) a bona fide Takeover Bid (as defined in the Corporations Act) is declared unconditional and the bidder has acquired a Relevant Interest (as defined in the Corporations Act) in at least 50.1% of the Company’s issued Shares;
(e) a court approves, under Section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(f) in any other case, a person obtains Voting Power (as defined in Section 9 of the Corporations Act) in the Company which the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.

Exercise Period

A Performance Right may only be exercised at any time after the date that the applicable Vesting Condition has been satisfied and on or prior to the Lapse Date.

Notice of Exercise

The Performance Rights may be exercised by notice in writing to the Company ( Notice of Exercise ). Any Notice of Exercise of a Performance Right received by the Company will be deemed to be a notice of exercise of that Performance Right as at the date of receipt.

Shares issued on exercise

Shares issued on exercise of the Performance Rights rank equally with the then Shares of the Company.

Quotation of Shares on exercise
Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Performance Rights within the period required by the ASX Listing Rules.
Participation in new issues

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

Adjustment for bonus issues

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) the number of securities which must be issued on the exercise of a Performance Right will be increased by the number of securities which the Performance Rights holder would have received if the Performance Rights holder had exercised the Performance Rights before the record date for the bonus issue; and

Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the number of Shares which must be issued on the exercise of the Performance Rights.

Adjustments for reorganisation

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

Quotation of Performance Rights

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

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 Performance Rights.
Performance Rights not transferable

The Performance Rights are not transferable.

Deferred Taxation Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Performance Rights.

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AI assistant

ORE RESOURCES LIMITED — AGM Information 2019

65504_rns_2019-10-09_3005e60f-e9a0-4a9b-a772-0cc1f35c1b3a.pdf

AUROCH MINERALS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

CO NTENT S P AG E

IM P O RTANT INF O RM ATIO N

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

Voting Prohibition

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Voting Prohibition Statement:

2. RESOLUTION 2 – RE-ELECTION OF CHRIS HANSEN AS A DIRECTOR

3. RESOLUTION 3 – ELECTION OF EDWARD MASON AS A DIRECTOR

4. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY

Voting Exclusion

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

6. RESOLUTION 6 – RATIFICATION OF PRIOR GRANT OF ADVISER OPTIONS

Voting Exclusion

7. RESOLUTION 7 – APPROVAL TO GRANT INCENTIVE OPTIONS TO AIDAN PLATEL

Voting Exclusion

8. RESOLUTION 8 – APPROVAL TO GRANT NEW PERFORMANCE RIGHTS TO AIDAN PLATEL

Voting Exclusion

9. RESOLUTION 9 – APPROVAL TO GRANT NEW PERFORMANCE RIGHTS TO CHRIS HANSEN

Voting Exclusion

10. RESOLUTION 10 – APPROVAL TO GRANT NEW PERFORMANCE RIGHTS TO EDWARD MASON

Voting Exclusion

11. RESOLUTION 11 – APPROVAL TO GRANT NEW PERFORMANCE RIGHTS TO ROBIN COX

Voting Exclusion

BY ORDER OF THE BOARD

MR AIDAN PLATEL MANAGING DIRECTOR

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2

Voting consequences

2.3 Previous voting results

2.4 Chair voting undirected proxies

3. RESOLUTION 2 – RE-ELECTION OF MR CHRIS HANSEN AS A DIRECTOR

4. RESOLUTION 3 – ELECTION OF EDWARD MASON AS A DIRECTOR

4.1 General

4.2 Candidate Directors Profile

5. RESOLUTION 4 - APPROVAL OF 10% PLACEMENT CAPACITY

5.1 General

5.2 ASX Listing Rule 7.1A

(A x D) – E

5.3 Technical information required by ASX Listing Rule 7.1A

(a) Minimum Price

(b) Date of Issue

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

The table above uses the following assumptions:

(d) Purpose of Issue under 10% Placement Capacity

(e) Allocation under the 10% Placement Capacity

(f) Previous Approval under ASX Listing Rule 7.1A

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

5.4 Voting Exclusion

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

6.1 Background

6.2 Information required by ASX Listing Rule 7.5

7. RESOLUTION 6 – RATIFICATION OF PRIOR GRANT OF ADVISER OPTIONS

7.1 Background

7.2

Information required by ASX Listing Rule 7.5

8. RESOLUTIONS 7 AND 8 – APPROVAL TO GRANT SECURITIES TO AIDAN PLATEL

8.1 Background

8.2 Chapter 2E of the Corporations Act

9. RESOLUTIONS 9 AND 10 – APPROVAL TO GRANT NEW PERFORMANCE RIGHTS TO DIRECTORS

9.1 General

9.2

Chapter 2E of the Corporations Act

9.3 Specific information required by ASX Listing Rule 10.13

ORE RESOURCES LIMITED AGM Information 2019