ORE RESOURCES LIMITED - AGM Information 2020

ACN 148 966 545

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Auroch Minerals Limited

NOTICE OF ANNUAL GENERAL MEETING

The annual general meeting of the Company will be held at Suite 1, 295 Rokeby Road, Subiaco, Western Australia on Wednesday, 16 December 2020 at 11:00am (WST).

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Due to the ongoing COVID-19 pandemic, the Company is taking precautions to facilitate an in-person Meeting in accordance with COVID-19 restrictions. If the situation in relation to COVID-19 changes in a way affecting the ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by way of an announcement on the ASX market announcements platform.

Shareholders are encouraged to vote by lodging the proxy form attached to the Notice

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 accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary on +61 8 6555 2950.

AUROCH MINERALS LIMITED

ACN 148 966 545

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of Auroch Minerals Limited ( Company ) will be held at Suite 1, 295 Rokeby Road, Subiaco, Western Australia on Wednesday 16 December 2020 at 11:00am (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 Monday, 14 December 2020 at 4.00pm (AWST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 12.

AGENDA

Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2020, which includes the Financial Report, the Directors' 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 purposes of section 250R of the Corporations Act and for all other purposes, the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of:

(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

(b) a Closely Related Party of such member.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

(d) the person is the Chair voting an undirected proxy which expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. Resolution 2 – Re-election of Mr 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 Mr Edward Mason, who retires by rotation in accordance with Article 6.3(c) of the Constitution, and being eligible and offering himself for re-election, is re-elected as a Director."

3. Resolution 3 – Re-election of Mr Michael Edwards as a Director

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

“That Mr Michael Edwards, who was appointed by the other Directors and retires in accordance with Article 6.3(j) of the Constitution, and being eligible and offering himself for reelection, is re-elected as a Director."

4. Resolution 4 – Approval of 10% Placement Facility

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

"That the Company have the additional capacity to issue Equity Securities provided for in Listing Rule 7.1A."

5. Resolution 5 – Renewal of Proportional Takeover Provisions in Constitution

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

“That, for the purposes of Schedule 5 of the Constitution and section 648G of the Corporations Act, and for all other purposes, the Company renew the proportional takeover provisions contained in Schedule 5 of the Constitution with effect from the date of this Resolution for a period of three years.”

6. Resolution 6 – Ratification of Prior Placement under Listing Rule 7.1 capacity

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 24,290,178 Shares to the Prior Placement Participants each at an issue price of $0.068 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 the Prior Placement Participants or any associates of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. Resolution 7 – Ratification of Prior Placement under Listing Rule 7.1A capacity

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 18,356,880 Shares to the Prior Placement Participants each at an issue price of $0.068 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 the Prior Placement Participants or any associates of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

8. Resolution 8 – Adoption of Auroch Employee Securities Incentive Plan

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

“That, for the purposes of Listing Rule 7.2 Exception 13(b), as an exception to Listing Rule 7.1, and for all other purposes, approval is given for the establishment of the "Auroch Employee Securities Incentive Plan" and the issue of up to a maximum of 11,550,000 securities under that plan 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 a person who is eligible to participate in the Auroch Employee Securities Incentive Plan and their nominees or any associates of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

9. Resolution 9 – Approval of acquisition of Nepean Nickel Project

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

“That, for the purposes of Listing Rule 7.1, and for all other purposes, Shareholders approve and authorise the issue of 8,337,966 Shares ( Consideration Shares ) to the Vendors as part of the consideration for the Acquisition 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 the Vendors and their nominees or a person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder) or any associates of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated 16 November 2020

BY ORDER OF THE BOARD

Mr Aidan Platel Managing Director

AUROCH MINERALS LIMITED

ACN 148 966 545

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 Suite 1, 295 Rokeby Road, Subiaco, Western Australia on Wednesday 16 December 2020 at 11:00am (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.

1.1 Impact of COVID-19 on the Meeting

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID19.

Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID-19 restrictions regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Meeting.

If the situation in relation to COVID-19 were to change in a way that affects the position above, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.

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. Lodgment 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.

2.2 Voting Prohibition by Proxy Holders

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 8 if:

(a) the person is either:
(i) a member of the Key Management Personnel of the Company; or
(ii) a Closely Related Party of such a member, and
(b) the appointment does not specify the way the proxy is to vote on the Resolutions.

However, the prohibition does not apply if:

(c) the proxy is the Chair of the Meeting; and
(d) the appointment expressly authorises the Chair of the Meeting to exercise the proxy even if Resolutions 1 and 8 are connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

3. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. Copies of the report can be found on the Company’s website www.aurochminerals.com or by contacting the Company on (08) 6555 2950.

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the following opportunities:

(a) discuss the Annual Report;
(b) ask questions about, or make comment on, the management of the Company;
(c) ask questions about, or make comment on, the Remuneration Report;
(d) ask the auditor questions about:
(i) the conduct of the audit;
(ii) the preparation and content of the Auditor's Report;
(iii) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

(iv) the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

(e) the content of the Auditor's Report; and

(f) the conduct of the audit of the Financial Report,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors.

Section 250R(3) of the Corporations Act provides that this Resolution is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass this Resolution will not require the Directors to alter any of the arrangements in the Remuneration Report.

However, under sections 250U and 250Y of the Corporations Act, Shareholders have the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

At the Company’s last annual general meeting, the Remuneration Report was approved by over 75% of Shareholders present and voting. In summary, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that all Directors (other than the Managing Director) may be up for re-election.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The Chair of the Meeting 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.

5. Resolution 2 – Re-election of Mr Edward Mason as a Director

Article 6.3 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors (rounded down to the nearest whole number), must 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.

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 have been Directors for the same period of time, those to retire shall be determined by lot (unless they agree otherwise).

A Director who retires by rotation under Article 6.3(b) of the Constitution is eligible for reelection.

Mr Edward Mason, being the Director longest in office since his last election, retires by rotation at this Meeting and, being eligible, seeks re-election.

Resolution 2 seeks Shareholder approval for the election of Mr Mason as a Director.

Mr Mason has more than 20 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 focussed on the natural resources sector and spanning equities, derivatives and capital markets. Prior to this Mr Mason worked for over five years as a technical project manager for Fluor Corp on the development of nickel and copper assets near Auroch's existing operations, including the development of the Murrin Murrin nickel mine in Western Australia and the Olympic Dam copper expansion project in South Australia.

The Board (excluding Mr Mason) recommends that Shareholders vote in favour of Resolution 2.

Resolution 2 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 2.

6. Resolution 3 – Re-election of Mr Michael Edwards as a Director

Article 6.2(b) of the Constitution gives the Directors authority to appoint other Directors. Mr Michael Edwards was appointed as a Director of the Company on 1 September 2020.

Article 6.3(j) of the Constitution provides that any Director appointed under Article 6.2(b) must retire at the next annual general meeting of the Company and is eligible for re-election at that meeting.

Pursuant to the above Articles, Mr Edwards will retire at the Meeting and, being eligible, seeks re-election as a Director.

Resolution 3 seeks Shareholder approval for the election of Mr Michael Edwards as a Director.

Mr Edwards is a geologist and economist with over 20 years' experience in senior management in both the private and public sector. He spent 3 years with Barclays Australia in their corporate finance department and 8 years as an exploration and mine geologist with companies including Gold Mines of Australia, Eagle Mining and International Mineral Resources. Mr Edwards has worked as a consultant across a range of industries both as a geologist and corporate advisor, predominantly in Australia and Africa. Mr Edwards has bene involved in numerous ASX listing, raising seed and IPO capital as well as being intimately involved in several reverse takeovers across a range of commodities and industries. He is currently an authorised representative of Alto Capital, an independent investment and advisory firm based in Perth, Western Australia. Mr Edwards holds a Bachelor of Business (Economics and Finance) from Curtin University of Technology and a Bachelor of Science (Geology) from the University of Western Australia.

The Board (excluding Mr Edwards) recommends that Shareholders vote in favour of Resolution 3.

Resolution 3 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 3.

7. Resolution 4 – Approval of 10% Placement Facility

7.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% ( 10% Placement Facility ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes. Based on the closing price of the Company's Shares on ASX on 2 October 2020, the Company's market capitalisation is approximately $15.5 million.

Resolution 4 seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without shareholder approval.

If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.

If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c) below).

The Company intends to use any funds raised by the issue of Equity Securities under the 10% Placement Facility towards expanding or accelerating the Company’s existing business activities (including drill-testing of high-priority nickel sulphide targets at the Company's Saints and Leinster Nickel Projects) and to pursue other acquisitions that have a strategic fit or will otherwise add value to Shareholders including expenses associated with such acquisitions and for general working capital.

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Directors believe that Resolution 4 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 4.

7.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has one class of quoted Equity Securities, being the Shares.

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may, during the period of approval, issue or agree to issue, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of Shares on issue at the commencement of the relevant period:

plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where the convertible securities were issued/agreed to be issued before the commencement of the relevant period; or the issues/agreement to issue the convertible securities was approved or taken under the Listing Rules to have been approved under Listing Rules 7.1 or 7.4;
plus the number of Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where the agreement was entered into before the commencement of the relevant period; or the agreement was approved or taken under the Listing Rules to have been approved under Listing Rules 7.1 or 7.4;
plus the number of any other Shares issued in the relevant period with approval of holders of Shares under Listing Rule 7.1 or 7.4
plus the number of partly paid shares that became fully paid in the relevant period;
less the number of Shares cancelled in the relevant period.

Where the relevant period means the 12 month period preceding the date of the issue/agreement to issue the Equity Securities.

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

D is 10%

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

7.3 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) Period for which 10% Placement Facility will be valid

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier to occur of:

(i) the date that is 12 months after the date of the Meeting;
(ii) the time and date of the Company's next annual general meeting; or
(iii) the time and date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

(b) Minimum price

The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities calculated over the 15 Trading Days immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in subparagraph (i) above, the date on which the Equity Securities are issued.
(c) Purpose of funds raised
The Company may only seek to issue the Equity Securities under the 10% Placement Facility for cash consideration. The Company intends to use the funds raised towards expanding or accelerating the Company’s existing business activities (including drilltesting of high-priority nickel sulphide targets at the Company's Saints and Leinster Nickel Projects) and to pursue other acquisitions that have a strategic fit or will otherwise add value to Shareholders including expenses associated with such acquisitions and for general working capital.
(d) Risk of economic and voting dilution

If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:

(i) the market price for the Company's Equity Securities in that class may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

(iii) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(iv) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable ‘A’ in Listing Rule 7.1A2
			Potential Dilution

		$0.10 50% decrease in Issue Price	$0.20 Issue Price	$0.40 100% increase in Issue Price
Current Variable A 243,335,450 Shares	10% voting dilution	24,333,545	24,333,545	23,333,545
	Funds raised	$2,433,355	$4,866,709	$9,733,418
50% increase in current Variable A 365,003,175 Shares	10% voting dilution	36,500,318	36,500,318	36,500,318
	Funds raised	$3,650,032	$7,300,064	$14,600,127
100% increase in current Variable A 486,670,900 Shares	10% voting dilution	48,667,090	48,667,090	48,667,090
	Funds raised	$4,866,709	$9,733,418	$19,466,836

The table has been prepared on the following assumptions:

(v) The Company issues/agrees to issue the maximum number of Equity Securities available under the 10% Placement Facility.

(vi) The issue/agreement to issue Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes listed Options, it is assumed that those listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(vii) No Options are exercised and no Performance Rights are converted into Shares before the date of the issue/agreement to issue the Equity Securities.
(viii) At the date of this Notice, there are currently 243,335,450 Shares on issue.
(ix) Shareholders approve Resolutions 6 and 7 ratifying the Prior Placement of 42,647,058 Shares and accordingly the Prior Placement Shares form part of variable 'A' .
(x) The current market price is $0.20, being the closing price of Shares on ASX on 11 November 2020.
Also note that in the table:
(xi) The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue/agreement to issue. This is why the voting dilution is shown in each example as 10%.
(xii) 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 Facility, 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.
(xiii) The table shows only the effect of issues/agreements to issue Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(e) Allocation Policy

The Company’s allocation policy for issues of Equity Securities under the 10% Placement Facility is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the recipients of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

(i) the purpose of the issue;
(ii) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the financial situation and solvency of the Company; and
(v) advice from corporate, financial and broking advisers (if applicable).

The recipients of Equity Securities issued under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

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

(f) Previous issues under the 10% Placement Facility

In the 12 months preceding the date of the Meeting, the Company has issued or agreed to issue a total of 32,220,517 Equity Securities under the 10% Placement Facility which represents approximately 28.6% of the total number of Equity Securities on issue at the commencement of the 12 month period preceding the date of the Meeting.

The Equity Securities issued, or agreed to be issued, under the 10% Placement Facility in the 12 months preceding the date of the Meeting were as follows:

Date of Appendix 3B, 2A or 3G	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients or basis on which recipients determined	Issue price of Equity Securities and discount to Market Price1 on the Trading Day prior to issue/ agreement to issue	Total cash consideration, what it was spent on and the amount and intended use of any remaining funds
Appendix 3B lodged 25 September 2020 and Appendix 2A lodged 2 October 2020.	18,356,880	Shares2	Issued pursuant to a placement to professional and sophisticated investors announced 25 September 2020 for which shareholder ratification is sought pursuant to Resolution 7 of this Notice.	$0.068 issue price per Share being a 11% discount to the Market Price on 22 September 2020 of $0.076.	Approx. $1,248,268 was raised. At the date of this notice $355,107 of these funds have been spent on, and the balance of funds will be used to, fast-track systematic drill- testing of high- priority nickel sulphide targets at the Company's Saints and Leinster Nickel Projects located in WA and subject to the passing of Resolution 9, to fund further exploration programmes for the Nepean Nickel Project.
Appendix 3B lodged 4 June 2020 and Appendix 2A lodged	13,863,637	Shares2	Issued pursuant to a placement to professional and sophisticated investors announced 4 June 2020 which was	$0.055 issue price per Share being which was equal to the Market Price on 11 June 2020.	Approx. $762,500 was raised. All of these funds have been used to fund exploration programmes for

11 June 2020.			ratified by shareholders on 17 July 2020.		high-grade nickel sulphide mineralisation at the Company's Saints and Leinster Nickel Projects located in WA.
Notes: 1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the premium/discount is calculated on the Market Price on the last Trading Day on which a sale was recorded prior to the date of issue of the relevant Equity Securities. 2. Fully paid ordinary shares in the capital of the Company (terms are set out in the Constitution).

(g) Voting exclusion

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities under the 10% Placement Facility. No existing Shareholder's votes will therefore be excluded from voting on Resolution 4.

8. Resolution 5 – Renewal of Proportional Takeover Provisions in Constitution

8.1 General

Schedule 5 of the Constitution contains provisions dealing with proportional takeover bids for the Company’s securities in accordance with the Corporations Act.

A proportional takeover bid is a takeover bid where the offer made to each Shareholder is only for a proportion of that Shareholder's securities.

The Corporations Act permits a company’s constitution to include provisions that enable it to refuse to register the transfer of securities acquired under a proportional takeover bid, unless shareholders approve the takeover bid. The provisions are designed to assist Shareholders to receive proper value for their securities if a proportional takeover bid is made for the Company. Under the Corporations Act, the provisions must be renewed every three years or they will cease to have effect.

Schedule 5 of the Constitution was last approved by Shareholders when the Constitution was adopted by the Company on 23 May 2016, and such approval ceased to have effect on 23 May 2019.

If Resolution 5 is approved by Shareholders, the proportional takeover provisions will be on exactly the same terms as the existing proportional takeover provisions and will have effect until 16 December 2023.

The Directors consider it is in the interests of Shareholders to continue to have proportional takeover provisions in the Constitution and, accordingly, Shareholders are requested to approve the renewal of the proportional takeover provisions contained in Schedule 5 of the Constitution with effect from the date of this Meeting for a further period of three years.

8.2 Information required by section 648G of the Corporations Act

For the purposes of section 648G of the Corporations Act, information regarding the proportional takeover bid provisions is provided as follows:

(a) Proportional takeover bid

A proportional takeover bid is a takeover bid where the offer made to each Shareholder is only for a proportion of that Shareholder’s securities (i.e. less than 100%).

(b) Effect of proportional takeover bid provisions

If a proportional takeover bid is made, the Directors must ensure that a general meeting to approve the takeover bid is held more than 14 days before the last day of the bid period, at which Shareholders will consider a resolution to approve the takeover bid. Each Shareholder will have one vote for each fully paid Share held, with the vote to be decided on a simple majority. The bidder and its associates are not allowed to vote.

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are then potentially exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. The proportional takeover provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

(d) Knowledge of any acquisition proposals

As at the date of this Notice, no Director is aware of any proposal by a person to acquire, or to increase the extent of, a substantial interest in the Company.

(e) Potential advantages and disadvantages

The Directors consider that during the period in which the proportional takeover provisions have been in effect, the proportional takeover provisions have had no potential particular advantages or disadvantages for them or for Shareholders. During the time that the existing proportional takeover provisions have been in effect, there have been no takeover bids for the Company. The Directors are not aware of any potential bid that was discouraged by Schedule 5 of the Constitution.

The Directors consider that the proportional takeover approval provisions proposed to be renewed have no potential advantages for the Directors, but do have some for Shareholders including:

(i) Shareholders will be given the right to decide by majority vote whether to accept a proportional takeover bid;
(ii) the provisions may help Shareholders avoid being locked in as a minority and may prevent a bidder acquiring control of the Company without paying an adequate control premium;

(iii) the provisions may increase Shareholders’ bargaining power and may help ensure that any proportional takeover bid is adequately priced; and
(iv) knowing the view of the majority of Shareholders may help each individual Shareholder to decide whether to accept or reject the proportional offer.

The Directors consider that the proportional takeover approval provisions proposed to be renewed have no potential disadvantages for the Directors, but do have some for Shareholders including:

(v) they may discourage proportional takeover bids being made for Shares in the Company;
(vi) Shareholders may lose an opportunity to sell some of their Shares at a premium; and
(vii) the likelihood of a proportional takeover succeeding may be reduced.

The Directors do not believe the potential disadvantages outweigh the potential advantages of renewing the proportional takeover provisions and as a result consider that the renewal of the proportional takeover provision is in the interest of Shareholders. The Directors consider that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The Board unanimously recommends the renewal of the proportional takeover provisions in the Constitution.

Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

9. Resolutions 6 and 7 – Ratification of Prior Placement under Listing Rule 7.1 capacity and Listing Rule 7.1A capacity

9.1 General

On 25 September 2020 the Company announced a placement of 42,647,058 Shares ( Prior Placement Shares ) each at an issue price of $0.068 to raise $2.9 million before costs ( Prior Placement ). Canaccord Genuity (Australia) Limited acted as lead manager to the Placement and was paid a 6% fee on the total funds raised under the Placement for acting in this role.

The Company completed the Prior Placement on 2 October 2020. 24,490,178 Prior Placement Shares were issued by the Company to the Prior Placement Participants using its annual limit permitted under Listing Rule 7.1 without the need for Shareholder approval and 18,356,880 Prior Placement Shares were issued by the Company to the Prior Placement Participants using its annual limit permitted under Listing Rule 7.1A without the need for Shareholder approval.

The funds raised from the issue of the Prior Placement Shares will be used to fast-track systematic drill-testing of high-priority nickel sulphide targets at the Company's Saints and Leinster Nickel Projects located in Western Australia and for general working capital.

number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting at which shareholders approve the 10% placement facility. The 10% placement facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made (pursuant to Listing Rule 7.1 or the additional 10% capacity under Listing Rule 7.1A). If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1 and Listing Rule 7.1A.

Accordingly, Resolution 6 seeks Shareholder ratification of the issue of 24,290,178 of the Prior Placement Shares (which were issued pursuant to the Company's 15% capacity under Listing Rule 7.1) under and for the purposes of Listing Rule 7.4. Resolution 7 seeks Shareholder ratification of the issue of 18,356,880 of the Prior Placement Shares (which were issued pursuant to the Company's additional 10% capacity under Listing Rule 7.1A) under and for the purposes of Listing Rule 7.4.

If Resolutions 6 and 7 are passed, the issue of the Prior Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1 and additional 10% placement capacity under Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Prior Placement Shares or during the balance of the 12 months from the date of the Company’s 2019 Annual General Meeting (as applicable).

If Resolutions 6 and 7 are not passed, the issue of the Prior Placement Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1 and additional 10% placement capacity under Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Prior Placement Shares or during the balance of the 12 months from the date of the Company’s 2019 Annual General Meeting (as applicable).

Resolutions 6 and 7 are each ordinary resolutions.

9.2 Information required by Listing Rule 7.5

The following information is provided for the purposes of Listing Rule 7.5:

(a) On 2 October 2020, a total of 42,647,058 Shares were issued pursuant to the Prior Placement as follows:
(i) 24,290,178 Shares were issued using the Company's 15% placement capacity under Listing Rule 7.1. Ratification of the issue of these Shares is being sought pursuant to Resolution 6; and
(ii) 18,356,880 Shares were issued using the Company's additional 10% placement capacity under Listing Rule 7.1A. Ratification of the issue of these Shares is being sought pursuant to Resolution 7.

(b) The Prior Placement Shares were issued to various professional and sophisticated investors who are existing clients of Canaccord Genuity (Australia) Limited, none of whom are a related party of the Company.
(c) The Prior 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 Prior Placement Shares were issued at $0.068 each.
(e) The Prior Placement raised $2.9 million (before costs). The funds raised from the issue of the Prior Placement Shares have or will be used to fast-track systematic drilltesting of high-priority nickel sulphide targets at the Company's Saints and Leinster Nickel Projects located in Western Australia and for general working capital purposes.
(f) A voting exclusion statement is included in the Notice.

10. Resolution 8 – Adoption of Auroch Employee Securities Incentive Plan

The Company currently has a share plan and a performance rights plan. However, the Company considers that it is desirable to establish a securities incentive plan pursuant to which the Company has greater flexibility to issue Securities to eligible Directors, employees and consultants in order to attract, motivate and retain such persons and to provide them with an incentive to deliver growth and value to all Shareholders.

Accordingly, Resolution 8 seeks Shareholder approval for the adoption of the Auroch Employee Incentive Securities Plan ( Plan ) in accordance with Listing Rule 7.2 Exception 13.

Under the Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Securities in the Company as the Board may decide and on the terms set out in the rules of the Plan, a summary of which is set out in Schedule 1.

In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

A summary of Listing Rule 7.1 is in Section 7.1.

Listing Rule 7.2, Exception 13 provides an exception to Listing Rule 7.1 by which equity securities issued under an employee incentive scheme are exempt for a period of three years from the date on which shareholders approve the issue of equity securities under the scheme as an exception to Listing Rule 7.1.

If Resolution 8 is passed, the Company will be able to issue Securities under the Plan to eligible participants over a period of three years without impacting on the Company's ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

If Resolution 8 is not passed, the Company will not adopt the Plan and will not be able to issue Securities to eligible participants under the Plan.

No Securities have been issued under the current Plan as it is a new employee incentive plan and has not previously been approved by Shareholders.

The maximum number of Securities that the Company proposes to issue under the Plan following Shareholder approval of the adoption of the Plan is 11,550,000.

Prior Shareholder approval will be required under Listing Rule 10.14 before any Director or associate of a Director can participate in the Plan.

Pursuant to the Listing Rules, Shareholders must re-approve the Plan and all unissued Securities issuable pursuant thereto every three years.

A voting exclusion statement is included in the Notice.

Resolution 8 is an ordinary resolution.

11. Overview of Acquisition of the Nepean Nickel Project

11.1 Background

The Company is an active minerals exploration company currently focused on its two highgrade nickel sulphide projects, the Saints and Leinster Nickel Projects located in Western Australia. The Company has a clear strategy for 2020-21 of aggressively exploring its channel targets across both the Saints and Leinster Nickel Projects while growing its nickel-bearing landholding across Western Australia. The Company also has three South Australian projects: Arden and Bonaventura in the Adelaide Geosyncline and the Torrens East Copper Project, located on the highly prospective Stuart Shelf.

Latest updates on drilling and other exploration results from the Company's Saints and Leinster Nickel Projects are detailed in the Company's Quarterly Activities Report released to the market on 20 October 2020.

11.2 Acquisition

As announced on 11 November 2020, the Company has entered into a binding conditional share sale agreement ( Acquisition Agreement ) to purchase 80% of the shares in Eastern Coolgardie Goldfields Pty Ltd ( Sale Company ) from the Vendors ( Acquisition ). The Sale Company will hold the Nepean Nickel Project comprising a package of 13 tenements located 25km south of Coolgardie, in Western Australia. Goldfellas Pty Ltd ( Goldfellas ) will purchase the remaining 20%. Goldfellas is a recently incorporated private company of gold prospectors, resource industry executives, stockbrokers, lawyers and investor relation consultants. Following completion of the acquisition, Auroch and Goldfellas will operate the Nepean Nickel Project as a joint venture with Auroch holding an 80% participating interest and Goldfellas the remaining 20%.

The material terms of the Acquisition Agreement are summarised in Section 11.4.

The Company has undertaken a due diligence process prior to the date of this Notice and will conduct further due diligence pending Completion. While this process is undertaken to identify any material risks specific to the Acquisition, it should be noted that the usual risks associated with a company with a small market capitalization undertaking business in any industries, including the resource industry, are expected to remain after the completion of due diligence.

Shareholders and investors should also be aware that the Acquisition is conditional on a number of events (refer to Section 11.4(c) below). Accordingly, there is a risk that the Acquisition may not be completed.

Further information on the Nepean Nickel Project is set out in Section 11.3.

11.3 Overview of the Nepean Nickel Project

The Nepean Nickel Project contains the historic high-grade Nepean nickel sulphide mine, which was the second producing nickel mine in Australia which produced between 1970 and 1987. The ore was treated by Western Mining Corporation (WMC, now BHP Group Ltd) at their Kambalda processing facilities. The Nepean mine closed in 1987 due to low nickel prices, leaving significant nickel sulphide resources unmined.

See the Company's announcement on 11 November 2020 for an overview of the remnant resources and drilling results reported by previous owner Focus Minerals Ltd in 2007 and 2008.

The nickel sulphide mineralisation in the Nepean mine is typically massive to semi-massive sulphides with a very high nickel tenor, contained predominately in two main bodies that are located on ultramafic-mafic contacts. The stratigraphy is intruded and cross-cut by pegmatite veins, with one large pegmatite cutting across the entire stratigraphy at depth below the existing underground mine.

The Company has identified several near-mine drill targets to potentially extend the known high-grade massive nickel sulphide mineralisation, particularly along strike to the south where very few historic drill-holes have been completed below the weathering zone as well as at depth below the pegmatite veining.

In addition to the near-mine prospectivity, the Company believes the Nepean Nickel Prokect has enormous potential to host further significant nickel sulphide mineralisation, with the 3,128ha tenement package hosting over 10km of underexplored strike of the Nepean maficultramafic mine stratigraphy and/or aeromagnetic anomalies. The Company has identified several high-priority areas, and drill planning and permitting applications are already underway.

Refer to the Company's announcement dated 11 November 2020 for further information about the Nepean Nickel Project.

11.4 Acquisition Terms

A summary of the key terms of the Acquisition Agreement are set out below:

(a) The Company will acquire an 80% interest in the Nepean Nickel Project by acquiring 80% of the shares in the Sale Company. The remaining 20% will be acquired by Goldfellas.
(b) The total consideration for the Acquisition is $4,000,000 payable $2,500,000 in cash ( Cash Consideration ) and $1,500,000 in scrip comprising 8,337,966 Shares at a deemed issue price of $0.1799 being the VWAP for Shares over the five trading days prior to this announcement.
(i) The Company will pay 80% of the Cash Consideration being $2,000,000 and Goldfellas will pay 20% of the Cash Consideration being $500,000. The Company has paid an non-refundable amount of $100,000 of its portion of

the Cash Consideration in exchange for exclusive due diligence on the Nepean Nickel Project.

(ii) The Company will pay 100% of the Consideration Shares in lieu of a “finder’s fee” payment from the Company to Goldfellas in recognition of Goldfellas introducing the Acquisition to the Company.
(c) Completion of the Acquisition is conditional upon the satisfaction or waiver of various conditions precedent, including:
(i) registration of the transfers of the tenements comprising the Nepean Nickel Project to the Sale Company pursuant to a settlement agreement with Focus Minerals Ltd;
(ii) completion of due diligence;
(iii) no material breach of any warranties given by the Vendors;
(iv) the Company obtaining Shareholder approval to issue the Consideration Shares (which is sought pursuant to Resolution 9);and
(v) the parties obtaining all necessary shareholder, regulatory and other third party consents or approvals to complete the Acquisition on terms acceptable to the parties.
(d) The Acquisition Agreement contains standard commercial warranties and limits of liability as are usual for a transaction of this type.

11.5 Effect of the Acquisition on the Company

The effect of the Acquisition on the capital structure of the Company is set out in the table below.

	Shares	Options1	Performance Rights2	Performance Shares3
On issue as at the date of this Notice	243,335,450	65,420,883	6,400,000	12,000,000
Consideration Shares	8,337,966	0	0	0
On issue on Completion	251,673,416	65,420,883	6,400,000	12,000,000
1. Comprising 54,670,883 Unlisted Options exercisable at $0.10 on or before 30 November 2021, 3,250,000 Unlisted Options exercisable at $0.16 on or before 3 September 2023 (vesting after 12 months service), 3,500,000 Unlisted Options exercisable at $0.20 on or before 3 September 2023 (vesting after 12 months service) and 4,000,000 Unlisted Options exercisable at $0.12 on or before 15 October 2023. 2. Comprising 2,725,000 Class A Performance Rights (vesting after 12 months service), 2,425,000 Class B Performance Rights (vesting after 24 months service) and 1,250,000 Performance Rights. 3. Comprising 6,400,000 Class A Performance Shares, 2,300,000 Class B Performance Shares, 2,300,000 Class C Performance Shares and 1,000,000 Class D Performance Shares which convert into Shares on a one for one basis on the achievement of certain performance milestones. Refer to the Company's 2020 Annual Report for details of these milestones.

12. Resolution 9 – Approval of acquisition of Nepean Nickel Project

12.1 General

As detailed in Section 11.4(b) above, the Company has agreed, subject to Shareholder approval, to issue the Consideration Shares to the Vendors as the part of the consideration for the Acquisition.

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.

The issue of the Consideration Shares does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires Shareholder approval under Listing Rule 7.1.

Resolution 9 seeks the required Shareholder approval to the issue of the Consideration Shares under and for the purposes of Listing Rule 7.1.

If Resolution 9 is passed, the Company will be able to proceed with the issue of the Consideration Shares as part of the consideration for the Acquisition. In addition the issue of the Consideration Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 9 is not passed then the Company will not be able to proceed with the issue of the Consideration Shares and the consequently will not be able to complete the Acquisition.

Resolution 9 is an ordinary resolution.

12.2 Information required by Listing Rule 7.3

The following information is provided for the purposes of Listing Rule 7.3:

(a) The Consideration Shares will be issued to the Vendors none of whom are a related party of the Company.
(b) The maximum number of Shares the Company may issue under Resolution 9 is 8,337,966 Shares at a deemed issue price of $0.1799 being the VWAP for Shares over the five trading days prior to the Company's announcement of the Acquisition.
(c) The Consideration Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue.
(d) The Consideration Shares may be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by an ASX waiver or modification of the Listing Rules).
(e) The Consideration Shares will be issued as part of the consideration for the acquisition of the Nepean Nickel Project. Accordingly, no funds will be raised from the issue of the Consideration Shares.
(f) The material terms of the Acquisition Agreement is set out in Section 11.4.

(g) A voting exclusion statement is included in the Notice.

13. Definitions

$ means Australian Dollars.

10% Placement Facility has the meaning in Section 7.1.

10% Placement Period has the meaning in Section 7.3(a).

Acquisition Agreement has the meaning in Section 11.1.

Acquisition has the meaning in Section 11.1.

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2020.

ASIC means Australian Securities and Investments Commission.

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

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Cash Consideration has the meaning in Section 11.4(b).

Chair means the chair of this Meeting.

Closely Related Party has the meaning in section 9 of the Corporations Act.

Company means Auroch Minerals Limited ACN 148 966 545.

Completion means completion of the Acquisition.

Consideration Shares has the meaning in Resolution 9.

Constitution means the existing constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director 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.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Goldfellas means Goldfellas Pty Ltd ACN 642 859 630.

Key Management Personnel means a person 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.

Listing Rules means the listing rules of ASX.

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

Nepean Nickel Project means collectively the mining tenements M15/709, M15/1809, P15/5625, P15/5629, P15/5738, P15/5740, P15/5741, P15/5742, P15/5743, P15/5749, P15/5750, P15/5963 and P15/5965 and related mining information.

Notice means this notice of meeting.

Option means an option to acquire a Share.

Prior Placement has the meaning given in Section 9.1.

Prior Placement Participants means various professional and sophisticated investors in introduced by Canaccord Genuity (Australia) Limited, none of whom are a related party of the Company.

Prior Placement Shares has the meaning given in Section 9.1.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in this Notice.

Sale Company means Eastern Coolgardie Goldfields Pty Ltd ACN 628 812 902.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Securities means Shares, Performance Shares, Options and Performance Rights.

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

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Vendors means the current shareholders of the Sale Company who are Chadwick Everett, Jeffrey Hull, Allan Brosnan and Telferscot Nominees Pty Ltd ACN 008 956 410.

VWAP means volume weighted average price.

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

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

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Schedule 1 - Summary of Plan

Summary of the Plan and terms on which offers may be made:

Eligible Participant

"Eligible Participant" means a person who is a full-time or part-time employee, officer, or contractor of the Company, or an Associated Body Corporate (as defined in ASIC Class Order 14/1000), or such other person who has been determined by the Board to be eligible to participate in the Plan from time to time.

The Company will seek Shareholder approval for the participation of Directors and their associates in accordance with ASX Listing Rule 10.14.

2. Purpose

The purpose of the Plan is to:

(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to Shareholder value creation; and
(c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.
Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

Terms of Convertible Securities

Each "Convertible Security" represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them unless otherwise determined by the Board. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

7.

Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

8.

Exercise of Convertible Securities and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Security (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the

Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly; committed an act which has brought the Company, the Group or any entity within the Group into disrepute, or wilfully breached his or her duties to the Group or where a Participant is convicted of an offence in connection with the affairs of the Group; or has a judgment entered against him or her in any civil proceedings in respect of the contravention by the Participant of his or her duties at law, in equity or under statute, in his or her capacity as an employee, consultant or officer of the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

(a) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
(b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation or vesting notice.
Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event provided that, in respect of Convertible Securities, the maximum number of Convertible Securities (that have not yet been exercised) that the Board may determine will vest and be exercisable into Shares under this Rule is that number of Convertible Securities that is equal to 10% of the Shares on issue immediately following vesting under this Rule, which as far as practicable will be allocated between holders on a pro-rata basis on the basis of their holdings of Convertible Securities on the date of determination of vesting.

Rights attaching to Plan Shares

All Shares issued or transferred under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, (Plan Shares) will rank equally in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

(a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

14. Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

15. Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

16. Compliance with applicable law

No Security may be offered, grated, vested or exercised if to do so would contravene any applicable law. In particular, the Company must have reasonable grounds to believe, when making an invitation, that the total number of Plan Shares that may be issued upon exercise of Convertible Securities offer when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous three year period under:

(a) an employee incentive scheme of the Company covered by ASIC Class Order 14/1000; or
(b) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,
(c) but disregarding any offer made or securities issued in the capital of the Company by way of or as a result of:
(d) an offer to a person situated at the time of receipt of the offer outside Australia;
(e) an offer that did not need disclosure to investors because of section 708 of the Corporations Act (exempts the requirement for a disclosure document for the issue of securities in certain circumstances to investors who are deemed to have sufficient investment knowledge to make informed decisions, including professional investors, sophisticated investors and senior managers of the Company); or
(f) an offer made under a disclosure document,

would not exceed 5% (or such other maximum permitted under any applicable law) of the total number of Shares on issue at the date of the invitation.

17. Maximum number of Securities

The Company will not make an invitation under the Plan if the number of Plan Shares that may be issued, or acquired upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan, will exceed 15% of the total number of issued Shares at the date of the invitation.

18. Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

19. Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

20. Income Tax Assessment Act

The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).

AUROCH MINERALS LIMITED ACN 148 966 545

P R O X Y F O R M

The Company Secretary AUROCH MINERALS LIMITED By delivery: By post: By email: By facsimile: Suite 6, 295 Rokeby Road Suite 6, 295 Rokeby Road [email protected] +61 8 6166 0261 Subiaco WA 6008 Subiaco WA 6008

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 Chair of the Meeting (mark box)  ORif you areNOTappointing the Chair of the 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 Chair, as my/our proxy to act generally on my/our behalf at the annual general meeting to be held at Suite 1, 295 Rokeby Road, Subiaco, Western Australia on Wednesday 16 December 2020 at 11:00am (WST) ( Meeting ) and at any adjournment or postponement of the Meeting 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).

Important – If the Chair of the Meeting is your proxy or is appointed your proxy by default

The Chair of the Meeting intends to vote all available proxies in favour of Resolutions 1. If the Chairman of the Meeting is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the ‘for’, ‘against’ or ‘abstain’ box in relation to Resolution 1, you will be authorising the Chairman to vote in accordance with the Chairman’s voting intentions on Resolution 1 even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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 X .

Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

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

For Against Abstain*

Resolution 1 – Adoption of Remuneration Report Resolution 2 – Re-election of Mr Edward Mason as a Director Resolution 3 – Re-election of Mr Michael Edwards as a Director Resolution 4 – Approval of 10% Placement Facility Resolution 5 – Renewal of Proportional Takeover Provisions in Constitution Resolution 6 – Ratification of Prior Placement under Listing Rule 7.1 capacity Resolution 7 – Ratification of Prior Placement under Listing Rule 7.1A capacity Resolution 8 – Adoption of Auroch Employee Securities Incentive Plan Resolution 9 – Approval of acquisition of Nepean Nickel Project

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

1 Insert name and address of Shareholder

Notice of AGM 13.11.20 (003)

Authorised signature/s

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

Individual or Shareholder 1 Sole Director and Sole Company Secretary	Shareholder 2 Director	Shareholder 3

		Director/Company Secretary _______ Date

________ __	_______
Contact Name Contact Daytime Telephone

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 should 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:	Suite 6, 295 Rokeby Road, SUBIACO, WA, AUSTRALIA, 6008
Postal address:	Suite 6, 295 Rokeby Road, SUBIACO, WA, AUSTRALIA, 6008
Facsimile:	+61 8 6166 0261
Email address:	[email protected]

Notice of AGM 13.11.20 (003)

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AI assistant

ORE RESOURCES LIMITED — AGM Information 2020

65504_rns_2020-11-15_c529d894-d206-4f36-9b75-8becc0dd6fe3.pdf

Auroch Minerals Limited

NOTICE OF ANNUAL GENERAL MEETING

Shareholders are encouraged to vote by lodging the proxy form attached to the Notice

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

Annual Report

1. Resolution 1 – Adoption of Remuneration Report

Voting Exclusion

2. Resolution 2 – Re-election of Mr Edward Mason as a Director

3. Resolution 3 – Re-election of Mr Michael Edwards as a Director

4. Resolution 4 – Approval of 10% Placement Facility

5. Resolution 5 – Renewal of Proportional Takeover Provisions in Constitution

6. Resolution 6 – Ratification of Prior Placement under Listing Rule 7.1 capacity

7. Resolution 7 – Ratification of Prior Placement under Listing Rule 7.1A capacity

Voting Exclusion

8. Resolution 8 – Adoption of Auroch Employee Securities Incentive Plan

Voting Exclusion

9. Resolution 9 – Approval of acquisition of Nepean Nickel Project

Voting Exclusion

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

1. Introduction

1.1 Impact of COVID-19 on the Meeting

2. Action to be taken by Shareholders

2.1 Proxies

2.2 Voting Prohibition by Proxy Holders

3.

Annual Report

4. Resolution 1 – Adoption of Remuneration Report

5. Resolution 2 – Re-election of Mr Edward Mason as a Director

6. Resolution 3 – Re-election of Mr Michael Edwards as a Director

7. Resolution 4 – Approval of 10% Placement Facility

7.1 General

7.2 Description of Listing Rule 7.1A

7.3 Specific information required by Listing Rule 7.3A

( 10% Placement Period ).

8. Resolution 5 – Renewal of Proportional Takeover Provisions in Constitution

8.1 General

8.2 Information required by section 648G of the Corporations Act

9. Resolutions 6 and 7 – Ratification of Prior Placement under Listing Rule 7.1 capacity and Listing Rule 7.1A capacity

9.1 General

9.2 Information required by Listing Rule 7.5

10. Resolution 8 – Adoption of Auroch Employee Securities Incentive Plan

11. Overview of Acquisition of the Nepean Nickel Project

11.1 Background

11.2 Acquisition

11.3 Overview of the Nepean Nickel Project

11.4 Acquisition Terms

11.5 Effect of the Acquisition on the Company

12. Resolution 9 – Approval of acquisition of Nepean Nickel Project

12.1 General

12.2 Information required by Listing Rule 7.3

13. Definitions

2. Purpose

7.

8.

14. Adjustment of Convertible Securities

15. Participation in new issues

16. Compliance with applicable law

17. Maximum number of Securities

18. Amendment of Plan

19. Plan duration

20. Income Tax Assessment Act

P R O X Y F O R M

Step 1 – Appoint a Proxy to Vote on Your Behalf

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

Proxy Notes:

More from ORE RESOURCES LIMITED

ORE RESOURCES LIMITED AGM Information 2020