AUROCH MINERALS LIMITED

ACN 148 966 545

NOTICE OF ANNUAL GENERAL MEETING

The annual general meeting of the Company will be held at the Country Women's Association of WA at 1176 Hay Street, West Perth, Western Australia on Thursday, 16 December 2021 at 11:00am (AWST).

Auroch Minerals Limited ( Company ) advises Shareholders that the annual general meeting ( Meeting ) will be held in compliance with any restrictions on public gatherings in Australia.

Due to the evolving COVID-19 situation, it may not be possible for Shareholders to physically attend the Meeting. As a result, the Company strongly encourages all Shareholders to vote by directed proxy rather than attend the meeting in person. Proxy forms for the meeting should be lodged before 11:00am (AWST) on Tuesday, 14 December 2021.

Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to [email protected] by no later than 5:00pm (AWST) on Tuesday, 14 December 2021.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company's website at https://www.aurochminerals.com.

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

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6383 7817

AUROCH MINERALS LIMITED ACN 148 966 545

NOTICE OF GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of Auroch Minerals Limited ( Company ) will be held at the Country Women's Association of WA at 1176 Hay Street, West Perth, Western Australia on Thursday, 16 December 2021 at 11:00am (AWST) ( Meeting ).

The Explanatory Memorandum 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 Tuesday, 14 December 2021 at 4:00pm (AWST).

The Company advises that a poll will be conducted for all Resolutions.

Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.

AGENDA

Annual Report

To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2021, which includes the Financial Report, the Directors' Report and the Auditor's Report.

1 Resolution 1 - Remuneration Report

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

'That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

A vote on this Resolution must not be cast:

(a) by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or
(b) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a) the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

2 Resolution 2 - Re-election of Edward Mason as Director

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

'That, pursuant to and in accordance with article 6.3(c) of the Constitution and for all other purposes, Edward Mason, Director, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum.'

3 Resolution 3 - Election of Trevor Eton as Director

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

'That, pursuant to and in accordance with Listing Rule 14.4, article 6.3(j) of the Constitution and for all other purposes, Trevor Eton, Director, who was appointed as an addition to the Board on 10 February 2021, retires and being eligible is elected as a Director on the terms and conditions in the Explanatory Memorandum.'

4 Resolution 4 - Issue of Options to Trevor Eton

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

'That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 500,000 Options to Trevor Eton (and/or his nominee) on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Trevor Eton (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities) or as associate of that person or those persons.

However, this does not apply to a vote cast in favour of a 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 that way; or
(b) the Chairperson 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 Chairperson to vote on the resolution as the Chairperson 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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

5 Resolution 5 - Issue of Options to Michael Edwards

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

'That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 500,000 Options to Michael Edwards (and/or his nominee) on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Michael Edwards (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities) or as associate of that person or those persons.

However, this does not apply to a vote cast in favour of a 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 that way; or
(b) the Chairperson 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 Chairperson to vote on the resolution as the Chairperson 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.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(d) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(e) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

6 Resolution 6 - Issue of Options to Edward Mason

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

'That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 900,000 Options to Edward Mason (and/or his nominee) on the terms and conditions 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 nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities) or as associate of that person or those persons.

However, this does not apply to a vote cast in favour of a 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 that way; or
(b) the Chairperson 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 Chairperson to vote on the resolution as the Chairperson 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.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(d) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or

(e) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

7 Resolution 7 - Issue of Options to Aidan Platel

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

'That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 2,500,000 Options to Aidan Platel (and/or his nominee) on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Aidan Platel (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities) or as associate of that person or those persons.

However, this does not apply to a vote cast in favour of a 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 that way; or
(b) the Chairperson 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 Chairperson to vote on the resolution as the Chairperson 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.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(d) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(e) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

8 Resolution 8 - Issue of Performance Rights to Trevor Eton

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

'That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 1,350,000 Performance Rights to Trevor Eton (and/or his nominee) on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

However, this does not apply to a vote cast in favour of a 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 that way; or
(b) the Chairperson 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 Chairperson to vote on the resolution as the Chairperson 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.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(d) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(e) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

9 Resolution 9 - Issue of Performance Rights to Michael Edwards

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

'That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 1,350,000 Performance Rights to Michael Edwards (and/or his nominee) on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

However, this does not apply to a vote cast in favour of a 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 that way; or
(b) the Chairperson 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 Chairperson to vote on the resolution as the Chairperson 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.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(d) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(e) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

10 Resolution 10 - Issue of Performance Rights to Edward Mason

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

'That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 1,800,000 Performance Rights to Edward Mason (and/or his nominee) on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

However, this does not apply to a vote cast in favour of a 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 that way; or
(b) the Chairperson 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 Chairperson to vote on the resolution as the Chairperson 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.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(d) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(e) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

11 Resolution 11 - Issue of Performance Rights to Aidan Platel

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

'That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 3,250,000 Performance Rights to Aidan Platel (and/or his nominee) on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

However, this does not apply to a vote cast in favour of a 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 that way; or
(b) the Chairperson 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 Chairperson to vote on the resolution as the Chairperson 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.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(d) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(e) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

12 Resolution 12 – Ratification of Placement

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 50,000,000 Shares on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution by or on behalf of any investor who participated in the Placement or an associate of any investor who participated in the Placement.

However, this does not apply to a vote cast in favour of a 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 that way; or
(b) the Chairperson 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 Chairperson to vote on the resolution as the Chairperson 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.

13 Resolution 13 - Approval of 10% Placement Facility

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

'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions 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 expected to participate in the proposed issue or who will obtain a material benefit as a result of the proposed issue (except a benefit solely in the capacity of a holder of ordinary securities in the entity) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a 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 that way; or
(b) the Chairperson 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 Chairperson to vote on the resolution as the Chairperson 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.

Note: as at the date of this Notice, it is not known who may participate in any Equity Securities issued under Resolution 13 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities under the 10% Placement Capacity. Accordingly, no Shareholders are excluded from voting on Resolution 13.

14 Resolution 14 – Section 195 Approval

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

"That, pursuant to and in accordance with subsection 195(4) of the Corporations Act and for all other purposes, Shareholders approve the transactions contemplated in Resolutions 4 to 11 (inclusive)."

Dated: 9 November 2021

By order of the Board

Rebecca Moylan Company Secretary

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.

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

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2 Action to be taken by Shareholders Section 3 Annual Report Section 4 Resolution 1 – Remuneration Report Section 5 Resolution 2 – Re-Election of Edward Mason as Director Section 6 Resolution 3 – Election of Trevor Eton as Director Section 7 Resolutions 4 to 7 (inclusive) – Issue of Options to Directors Resolutions 8 to 11 (inclusive) – Issue of Performance Rights to Section 8 Directors Section 9 Resolution 12 – Ratification of Placement Section 10 Resolution 13 – Approval of 10% Placement Facility Section 11 Resolution 14 – Section 195 Approval Schedule 1 Definitions and Interpretation Schedule 2 Terms of Director Options Schedule 3 Terms of Director Performance Rights

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

2 Action to be taken by Shareholders

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

The Company advises that a poll will be conducted for all 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. Returning the 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. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 11:00am (AWST) on Tuesday, 14 December 2021, being at least 48 hours before the Meeting.

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

2.2 Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)

A vote on Resolution 1 must not be cast:

(a) by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or
(b) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(c) the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or
(d) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

2.3 Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)

A vote on Resolutions 4 to 11 (inclusive) must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a) the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

2.4 Attendance at Meeting

The Company advises Shareholders that the Meeting will be held in compliance with any government restriction on gatherings in Australia (and/or Western Australia). Due to the evolving COVID-19 situation, the Company strongly encourages all Shareholders to vote by directed proxy rather than attend the meeting in person.

If it becomes necessary or appropriate to make alternative arrangements to those detailed in this Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at https://www.aurochminerals.com.

3 Annual Report

In accordance with section 317(1) of the Corporations Act the Annual Report must be laid before the annual general meeting. There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

(a) discuss the Annual Report which is available online at https://www.aurochminerals.com;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

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

(a) the preparation and the content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies of the Company in relation to the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,

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

4 Resolution 1 – Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors of the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

Shareholders will have the opportunity to remove the whole Board except the Managing Director if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike 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.

The Company's Remuneration Report did not receive a Strike at the 2020 annual general meeting. Please note if the Remuneration Report receives a Strike at this Meeting and if a second Strike is received at the 2022 annual general meeting, this may result in the re-election of the Board.

The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report.

Resolution 1 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 1.

If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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

Article 6.3(c) of the Constitution requires one third of all Directors, or if their number is not a multiple of three, then the number nearest one-third (rounded down to the nearest whole number) to retire at each annual general meeting.

Article 6.3(f) of the Constitution states that a Director who retires under article 6.3(c) is eligible for re-election.

Resolution 2 provides that Edward Mason retires by rotation and seeks re-election as a Director.

Details of the qualifications and experience of Edward Mason are in the Annual Report.

Resolution 2 is an ordinary resolution.

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

The Board (excluding Edward Mason) supports the re-election of Edward Mason and recommends that Shareholders vote in favour of Resolution 2.

6 Resolution 3 – Election of Trevor Eton as Director

In accordance with Listing Rule 14.4, a director appointed as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the entity.

Article 6.1(b) of the Constitution allows the Directors to appoint a person as an addition to the Board at any time, providing that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office until the next general meeting of members of the Company and is eligible for re-election at that meeting.

Trevor Eton was appointed on 10 February as an addition to the Board. Resolution 3 provides that he retires from office and seeks re-election as a Director.

Details of Trevor Eton's background and experience are set out in the Annual Report.

Resolution 3 is an ordinary resolution.

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

The Board (excluding Trevor Eton) supports the election of Trevor Eton and recommends that shareholders vote in favour of Resolution 3.

7 Resolutions 4 to 7 (inclusive) - Issue of Options to Directors

7.1 General

In accordance with Listing Rule 10.11 and section 208 of the Corporations Act, Shareholder approval is required for the issue of Options to a related party. Each Director is a related party of the Company.

The Company is proposing to issue:

(a) 500,000 Options to Trevor Eton (and/or his nominee);
(b) 500,000 Options to Michael Edwards (and/or his nominee);
(c) 900,000 Options to Edward Mason (and/or his nominees); and
(d) 2,500,000 Options to Aidan Platel (and/or his nominees).

The Options will vest on 1 July 2024 subject to the continuous services of the holder as a Director as at 1 July 2024.

Resolutions 4 to 7 (inclusive) are ordinary resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 4 to 7 (inclusive).

7.2 Section 208 of Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

The issue of the Options to the Directors constitutes giving a financial benefit and each of the Directors is a related party of the Company by virtue of being a Director.

As the Options are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions detailed in section 210 to 216 of the Corporations Act applies to the issue of the Options. Accordingly, Shareholder approval for the issue of the Options to the Directors is sought in accordance with section 207 of the Corporations Act.

7.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains shareholder approval.

The issue of an aggregate of 4,400,000 Options to the Directors (and/or their nominee) falls within Listing Rule 10.11.1, as the Directors are a related party to the Company, and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

Resolutions 4 to 7 (inclusive) seeks the required shareholder approval to issue an aggregate of 4,400,000 Options to the Directors (and/or their nominee) under and for the purposes of Listing Rule 10.11.

If Resolutions 4 to 7 (inclusive) are passed, the Company will be able to proceed with the issue of an aggregate of4,400,000 Options to the Directors (and/or their nominee) and pursuant to Listing Rule 7.2, exception 14, the Company may issue the Options without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Resolutions 4 to 7 (inclusive) are not passed, the Company will not be able to proceed with the issue of an aggregate of 4,400,000 Options to the Directors (and/or their nominee), and the Directors (and/or their nominees) will not receive the Options.

7.4 Specific information required by Listing Rule 10.13 and Section 200E and Section 219 of the Corporations Act

Information must be provided to Shareholders for the purposes of obtaining Shareholder approval as follows:

(a) The Options will be issued to:
(i) Trevor Eton (and/or his nominee) – Non-Executive Director;
(ii) Michael Edwards (and/or his nominee) – Non-Executive Director;
(iii) Edward Mason (and/or his nominee) – Chairman; and
(iv) Aidan Platel (and/or his nominee) – Managing Director.

(b) The Directors fall within Listing Rule 10.11.1 as they are a related party of the Company by reason of being a director.
(c)
The maximum number of Options to be issued to:
(i) Trevor Eton (and/or his nominee) is 500,000;
(ii) Michael Edwards (and/or his nominee) is 500,000;
(iii) Edward Mason (and/or his nominee) is 900,000; and
(iv) Aidan Platel (and/or his nominee) is 2,500,000.
(d) A summary of the material terms of the Options is in Schedule 2 of this Notice.
(e) The Options will be issued no later than one month after the date of the Meeting.
(f) The Options will be issued for nil cash consideration to incentivise the Directors.
(g) The Options are being issued as a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of the Directors and is considered by the Board to be consistent with the strategic goals and targets of the Company.
(h) The remuneration of the Directors for the year end 30 June 2021 for being a Director of the Company is detailed below:

Name	Cash Salary and Fees1	Superannuation	Performance Rights	Options	Total
Trevor Eton2	$15,734	-	-	-	$15,734
Michael Edwards	$30,000	-	$41,839	-	$71,839
Edward Mason	$62,620	-	$22,288	-	$84,908
Aidan Platel	$240,000	$22,800	$62,686	$71,250	$396,736

Notes:

Exclusive of superannuation.
Trevor Eton was appointed on 10 February 2021. His cash salary is $36,000 per annum.

(i) As at the date of this Notice, the Directors hold the following interests in securities:

Name	Shares	Options	Performance Rights
Trevor Eton	32,092	-	-
Michael Edwards	-	-	800,000
Edward Mason	-	-	800,000
Aidan Platel	2,940,000	6,750,000	1,930,000

(j) All of the Directors have an interest in the outcome of Resolutions 4 to 7 (inclusive).
(k) The Board has received advice from an independent expert, BDO, on the value of the Options and determined on the basis of the assumptions set out below, the technical value of one Option is as follows:

Director	Number of Options	Value Per Security	Total Value
Trevor Eton	500,000	$0.107	$53,500
Michael Edwards	500,000	$0.107	$53,500
Edward Mason	900,000	$0.107	$96,300
Aidan Platel	2,500,000	$0.107	$267,500

This valuation imputes a total value of $470,800 to the Options. The value may go up or down after the date of valuation as it will depend on the future price of a Share. The Black Scholes Pricing Model has been used to value the Options, with the following assumptions:

(i) the risk free rate of 1.175% is the Reserve Bank of Australia's five-year bond rate;
(ii) the underlying security spot price of $0.18 used for the purposes of this valuation is based on the share price of the Company on the day of the report;
(iii) the estimated volatility used in the option valuation is 100%;
(iv) for the purposes of the valuation, no future dividend payments have been forecast; and
(v) for the purposes of the valuation it is assumed that the Options will be issued on date of the valuation, 22 October 2021, and the Options will have a life of five years from the commencement date.
(l) Under the accounting standard AASB 2 share based payments, the Company will recognise an expense in the income statement based on the fair value of the Options over the period from the date of issue to the vesting date. The total of the fair value of the Options issued is $470,800 at the date of the Notice.
(m) The market price of Shares would normally determine whether the Directors will exercise the Options. If the Options are exercised at a price that is lower than the price at which Shares are trading on ASX, there may be a perceived cost to the Company.
(n) Historical quoted price information for the Company's listed securities for the last twelve months is as follows:

Shares	Price	Date
Highest	$0.305	11 February 2021
Lowest	$0.105	15 October 2020
Last	$0.185	14 October 2021

(o) The exercise of the Options will result in a dilution of all other Shareholders' holdings in the Company of 1.47% based on issued Shares as at the date of the Notice and 1.29% on a fully diluted basis.
(p) A voting exclusion statement is included in the Notice for Resolutions 4 to 7 (inclusive).
(q) Other than the information above and otherwise set out in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 4 to 7 (inclusive).

7.5 Director Recommendation

The Directors decline to make a recommendation on Resolutions 4 to 7 (inclusive) as they have a material personal interest in these Resolutions and do not consider it appropriate that they make a recommendation.

8 Resolutions 8 to 11 (inclusive) - Issue of Performance Rights to Directors

8.1 General

In accordance with Listing Rule 10.11 and section 208 of the Corporations Act, Shareholder approval is required for the issue of Performance Rights to a related party. Each Director is a related party of the Company.

The Company is proposing to issue:

(a) 720,000 Class A Performance Rights to Trevor Eton (and/or his nominee);
(b) 630,000 Class B Performance Rights to Trevor Eton (and/or his nominee);
(c) 720,000 Class A Performance Rights to Michael Edwards (and/or his nominee);
(d) 630,000 Class B Performance Rights to Michael Edwards (and/or his nominee);
(e) 900,000 Class A Performance Rights to Edward Mason (and/or his nominee);
(f) 900,000 Class B Performance Rights to Edward Mason (and/or his nominee); and
(g) 3,250,000 Class B Performance Rights to Aidan Platel (and/or his nominee).

Each Performance Right shall vest and convert into Shares on a one for one basis subject to the satisfaction of the following vesting conditions:

Performance Rights	Vesting Condition
Class A Performance Rights	The Class A Performance Rights are divided equally among the following three tranches, which are each subject to a different successive performance period in sequence as follows: (i) Tranche 1:continuous service to the Company by the relevant Director who holds the Tranche 1 Class A Performance Rights (or who nominated the holder of those Performance Rights) commencing on the date of issue of those Tranche 1 Performance Rights until 1 July 2022; (ii) Tranche 2: continuous service to the Company by the

Performance Rights

Vesting Condition

Class A Performance Rights

The Class A Performance Rights are divided equally among
the following three tranches, which are each subject to a
different successive performance period in sequence as
follows:
(i)
Tranche 1:continuous service to the Company by the
relevant Director who holds the Tranche 1 Class A
Performance Rights (or who nominated the holder of
those Performance Rights) commencing on the date
of issue of those Tranche 1 Performance Rights until
1 July 2022;
(ii)
Tranche 2: continuous service to the Company by the

	relevant Director who holds the Tranche 2 Class A Performance Rights (or who nominated the holder of those Performance Rights) commencing on the date of issue of those Tranche 2 Performance Rights until 1 July 2023; and (iii) Tranche 3:continuous service to the Company by the relevant Director who holds the Tranche 3 Class A Performance Rights (or who nominated the holder of those Performance Rights) commencing on the date of issue of those Tranche 3 Performance Rights until 1 July 2024.
Class B Performance Rights	The Class B Performance Rights are divided equally among the following three tranches, which are each subject to a different successive performance period in sequence as follows: (i) Tranche 1:1/3 of the Class B Performance Rights will vest upon the Company achieving a share price of A$0.40 per Share based on a 30-day VWAP, subject to the continuous service of the relevant Director from the date of issue of the Tranche 1 Class B Performance Rights to 1 July 2022; (ii) Tranche 2:1/3 of the Class B Performance Rights will vest upon the Company achieving a share price of A$0.50 per Share based on a 30-day VWAP, subject to the continuous service of the relevant Director from the date of issue of the Tranche 2 Class B Performance Right to 1 July 2023; and (iii) Tranche 3:1/3 of the Class B Performance Rights will vest upon the Company achieving a share price of A$0.60 per Share based on a 30-day VWAP, subject to the continuous service of the relevant Director from the date of issue of the Tranche 3 Class B Performance Right to 1 July 2024.

relevant Director who holds the Tranche 2 Class A
Performance Rights (or who nominated the holder of
those Performance Rights) commencing on the date
of issue of those Tranche 2 Performance Rights until
1 July 2023; and
(iii)
Tranche 3:continuous service to the Company by the
relevant Director who holds the Tranche 3 Class A
Performance Rights (or who nominated the holder of
those Performance Rights) commencing on the date
of issue of those Tranche 3 Performance Rights until
1 July 2024.

Class B Performance Rights

The Class B Performance Rights are divided equally among
the following three tranches, which are each subject to a
different successive performance period in sequence as
follows:
(i)
Tranche 1:1/3 of the Class B Performance Rights will
vest upon the Company achieving a share price of
A$0.40 per Share based on a 30-day VWAP, subject to
the continuous service of the relevant Director from the
date of issue of the Tranche 1 Class B Performance
Rights to 1 July 2022;
(ii)
Tranche 2:1/3 of the Class B Performance Rights will
vest upon the Company achieving a share price of
A$0.50 per Share based on a 30-day VWAP, subject to
the continuous service of the relevant Director from the
date of issue of the Tranche 2 Class B Performance
Right to 1 July 2023; and
(iii)
Tranche 3:1/3 of the Class B Performance Rights will
vest upon the Company achieving a share price of
A$0.60 per Share based on a 30-day VWAP, subject to
the continuous service of the relevant Director from the
date of issue of the Tranche 3 Class B Performance
Right to 1 July 2024.

Refer to Schedule 3 for a summary of the terms and conditions of the Performance Rights.

Resolutions 8 to 11 (inclusive) are ordinary resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 8 to 11 (inclusive).

8.2 Section 208 of Corporations Act

The issue of the Performance Rights to the Directors constitutes giving a financial benefit and each of the Directors is a related party of the Company by virtue of being a Director.

As the Performance Rights are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions detailed in section 210 to 216 of the Corporations Act applies to the issue of the Performance Rights. Accordingly, Shareholder approval for the issue of the Performance Rights to the Directors is sought in accordance with section 207 of the Corporations Act.

8.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains shareholder approval.

The issue of an aggregate of 7,750,000 Performance Rights to the Directors falls within Listing Rule 10.11.1, as the Directors are a related party to the Company, and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

Resolutions 8 to 11 (inclusive) seeks the required shareholder approval to issue an aggregate of 7,750,000 Performance Rights to the Directors (and/or their nominees) under and for the purposes of Listing Rule 10.11.

If Resolutions 8 to 11 (inclusive) are passed, the Company will be able to proceed with the issue of an aggregate of 7,750,000 Performance Rights to the Directors (and/or their nominees) and pursuant to Listing Rule 7.2, exception 14, the Company may issue the Performance Rights without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Resolutions 8 to 11 (inclusive) are not passed, the Company will not be able to proceed with the issue of an aggregate of 7,750,000 Performance Rights to the Directors, and the Directors will not receive the Performance Rights.

8.4 Specific information required by Listing Rule 10.13 and Section 200E and Section 219 of the Corporations Act

Information must be provided to Shareholders for the purposes of obtaining Shareholder approval as follows:

(a) The Performance Rights will be issued to:
(i) Trevor Eton (and/or his nominee) – Non-Executive Director;
(ii) Michael Edwards (and/or his nominee) – Non-Executive Director;
(iii) Edward Mason (and/or his nominee) – Chairman; and
(iv) Aidan Platel (and/or his nominee) – Managing Director.
(b) The Directors fall within Listing Rule 10.11.1 as they are a related party of the Company by reason of being a director
(c) The maximum number of Performance Rights to be issued to:

(i) Trevor Eton (and/or his nominee) is 720,000 Class A Performance Rights and 630,000 Class B Performance Rights;
(ii) Michael Edwards (and/or his nominee) is 720,000 Class A Performance Rights and 630,000 Class B Performance Rights;
(iii) Edward Mason (and/or his nominee) is 900,000 Class A Performance Rights and 900,000 Class B Performance Rights; and
(iv) Aidan Platel (and/or his nominee) is 3,250,000 Class B Performance Rights;
(d) A summary of the material terms of the Performance Rights is in Schedule 3 of this Notice.
(e) The Performance Rights will be issued no later than one month after the date of the Meeting.
(f) The Performance Rights will be issued for nil cash consideration to incentivise the Directors.
(g) The Performance Rights are being issued as a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of the Directors and is considered by the Board to be consistent with the strategic goals and targets of the Company.
(h) The remuneration of the Directors for being a Director of the Company currently is detailed in Section 7.4(g).
(i) The Directors hold interests in securities as detailed in Section 7.4(i).
(j)
All of the Directors have an interest in the outcome of Resolutions 8 to 11 (inclusive).
(k) The Board has received advice from an independent expert, BDO, on the value of the Performance Rights and determined on the basis of the assumptions set out below, the technical value of one Performance Right is as follows:

Director	Performance Rights	Number of Performance Rights	Value Per Security	Total Value
Trevor Eton	Class A	720,000	$0.18	$129,600
Trevor Eton	Class B – Tranche 1	210,000	$0.052	$10,920
Trevor Eton	Class B – Tranche 2	210,000	$0.094	$19,740
Trevor Eton	Class B – Tranche 3	210,000	$0.115	$24,150
Michael Edwards	Class A	720,000	$0.18	$129,600
Michael Edwards	Class B – Tranche 1	210,000	$0.052	$10,920
Michael Edwards	Class B – Tranche 2	210,000	$0.094	$19,740
Michael	Class B –	210,000	$0.115	$24,150

Director	Performance Rights	Number of Performance Rights	Value Per Security	Total Value
Edwards	Tranche 3
Edward Mason	Class A	900,000	$0.18	$162,000
Edward Mason	Class B – Tranche 1	300,000	$0.052	$15,600
Edward Mason	Class B – Tranche 2	300,000	$0.094	$28,200
Edward Mason	Class B – Tranche 3	300,000	$0.115	$34,500
Aidan Platel	Class B – Tranche 1	1,083,334	$0.052	$56,333
Aidan Platel	Class B – Tranche 2	1,083,333	$0.094	$101,833
Aidan Platel	Class B – Tranche 3	1,083,333	$0.115	$124,583

This valuation imputes a total value of $891,869 to the Performance Rights. The value may go up or down after the date of valuation as it will depend on the future price of a Share. The Black Scholes Pricing Model has been used to value the Performance Rights, with the following assumptions:

(i) the risk free rate of $0.16% is the Reserve Bank of Australia's two-year bond rate which has been used for Class A Tranche 1, Class A Tranche 2, Class B Tranche 1 and Class B Tranche 2 Performance Rights;
(ii) the risk free rate of 0.64% is the Reserve Bank of Australia's three-year bond rate which has been used for the Class A Tranche 3 and Class B Tranche 3 Performance Rights;
(iii) the underlying security spot price of $0. $0.18 used for the purposes of this valuation is based on the share price of the Company on the day of the report;
(iv) the estimated volatility used in the Performance Right valuation is 100%;
(v) for the purposes of the valuation, no future dividend payments have been forecast; and
(vi) for the purposes of the valuation it is assumed that the Performance Rights will be issued on date of the valuation, 22 October 2021, and the:
(A) Class A Tranche 1 Performance Rights will have a life of 0.69 years from the commencement date;
(B) Class A Tranche 2 Performance Rights will have a life of 1.69 years from the commencement date;
(C) Class A Tranche 3 Performance Rights will have a life of 2.69 years from the commencement date;

(D) Class B Tranche 1 Performance Rights will have a life of 0.69 years from the commencement date;
(E) Class B Tranche 2 Performance Rights will have a life of 1.69 years from the commencement date; and
(F) Class B Tranche 3 Performance Rights will have a life of 2.69 years from the commencement date.
(l) Under the accounting standard AASB 2 share based payments, the Company will recognise an expense in the income statement based on the fair value of the Performance Rights over the period from the date of issue to the vesting date. The total of the fair value of the Performance Rights issued is $891,869 at the date of the Notice.
(m) The market price of Shares would normally determine whether the Directors will exercise the Performance Rights. If the Performance Rights are exercised at a price that is lower than the price at which Shares are trading on ASX, there may be a perceived cost to the Company.
(n) Historical quoted price information for the Company's listed securities for the last twelve months is detailed in section 7.4(n).
(o) The conversion of the Performance Rights will result in a dilution of all other Shareholders' holdings in the Company of 2.59% based on issued Shares as at the date of the Notice and 2.27% on a fully diluted basis.
(p) A voting exclusion statement is included in the Notice for Resolutions 8 to 11 (inclusive).
(q) Other than the information above and otherwise set out in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 8 to 11 (inclusive).

8.5 Director Recommendation

The Directors decline to make a recommendation on Resolutions 8 to 11 (inclusive) as they have a material personal interest in these Resolutions and do not consider it appropriate that they make a recommendation.

9 Resolution 12 – Ratification of Placement

9.1 Background

On 28 October 2021, the Company announced that it had received firm commitments from new and existing institutional and sophisticated investors to raise A$8,000,000 through the issue of 50,000,000 Shares ( Placement Shares ) at an issue price of A$0.16 per share ( Placement ).

The Placement Shares were issued on 8 November 2021. The allotment was made without Shareholder approval under Listing Rule 7.1.

Resolution 12 seeks ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

Resolution 12 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 12.

9.2 Listing Rule 7.4

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.

The issue of the Placement Shares does not fit within any of these exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date.

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. 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.

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in additional to the Company’s 15% annual placement capacity under Listing Rule 7.1.

The Company obtained the requisite shareholder approval under Listing Rule 7.1A at its 2020 annual general meeting.

Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1A (and provided that the previous issue did not breach Listing Rule 7.1A) those securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1A. The Company confirms that the issue of Shares under the Placement did not breach Listing Rule 7.1A.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1 and Listing Rule 7.1A. Resolution 12 seeks Shareholder approval for the issue of the Placement Shares under and for the purposes of Listing Rule 7.4.

If Resolution 12 is passed, the Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 and 10% limit in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date (for the purposes of Listing Rule 7.1) and after the annual general meeting (for the purposes of Listing Rule 7.1A).

If Resolution 12 is not passed, the Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1 and 10% limit in Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date (for the purposes of Listing Rule 7.1) and after the annual general meeting (for the purposes of Listing Rule 7.1A).

9.3 Specific information required by Listing Rule 7.5

In accordance with Listing Rule 7.5, information is provided in relation to the Placement as follows:

(a) The Placement Shares were issued to new and existing institutional and sophisticated investors identified by Morgans Corporate Limited as part of the book build process. None of the participants are related parties of the Company.
(b) 50,000,000 fully paid ordinary shares were issued at an issue price of A$0.16 per share.
(c) The Placement Shares are fully paid ordinary share and rank equally in all respects with the Company’s existing Shares.

(d) The Placement Shares were issued on 8 November 2021.
(e) Funds raised from the Placement will be used to fund the Company's exploration programmes in Western Australia and South Australia and for general working capital purposes.
(f) A voting exclusion statement is included in the Notice for Resolution 12.

9.4 Director Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 12.

10 Resolution 13 - Approval of 10% Placement Facility

10.1 General

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 ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.

The Company is seeking Shareholder approval to issue Equity Securities under the 10% Placement Facility. The 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 10.2(c)).

If Resolution 13 is passed, the Company will be able to issue Equity Securities under Listing Rule 7.1A up to 10% of its issued share capital over a 12 month period after the annual general meeting, in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolution 13 is not passed, the Company will not be able to access the 10% Placement Facility 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 under Listing Rule 7.1.

Resolution 13 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 Chairperson intends to exercise all available proxies in favour of Resolution 13.

10.2 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 on issue one quoted class of Equity Securities, being Shares.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of Shares on issue at the commencement of the relevant period:
(A) 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;
(B) plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
- (I) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
- (II) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;
(C) plus the number of Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
- (I) the agreement was entered into before the commencement of the relevant period; or
- (II) the agreement was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4
(D) plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or 7.4;
(E) plus the number of partly paid ordinary shares that became fully paid in the relevant period;
(F) less the number of Shares cancelled in the relevant period.

Note that A is 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 12 months before the date of the issue or agreement to issue that are not issued with Shareholder approval under Listing Rule 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

At the date of the Notice, the Company has on issue 349,452,995 Shares and therefore has a capacity to issue:

(i) 52,417,949 Equity Securities under Listing Rule 7.1; and
(ii) subject to Shareholder approval being sought under Resolution 13, 34,945,299 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 10.2(c)).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 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 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;
(ii) the time and date of the entity’s next annual general meeting; or
(iii) the time and date of Shareholder approval 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)

(the 10% Placement Period ).

10.3 Effect of Resolution

The effect of Resolution 13 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.

10.4 Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, information is provided as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 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 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(b) If Resolution 13 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 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 the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

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

(c) The below table 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 the Notice.
(d) The table also shows:
(i) 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
(ii) 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 7.1A.2		Dilution
		$0.0775 50% decrease in Issue Price	$0.155 Issue Price	$0.31 100% increase in Issue Price
Current Variable A 349,452,995 Shares	10% Voting Dilution	34,945,299 Shares	34,945,299 Shares	34,945,299 Shares
	Funds raised	$2,708,261	$5,416,521	$10,833,043
50% increase in current Variable A 524,197,492 Shares	10% Voting Dilution	52,419,749 Shares	52,419,749 Shares	52,419,749 Shares
	Funds raised	$4,062,531	$8,125,061	$16,250,122
100% increase in current Variable A 698,905,990 Shares	10% Voting Dilution	69,890,599 Shares	69,890,599 Shares	69,890,599 Shares
	Funds raised	$5,416,521	$10,833,043	$21,666,086

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(ii) No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities.
(iii) 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%.
(iv) 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.
(v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
(vii) The issue price is $0.155, being the closing price of the Shares on ASX on 8 November 2021.
(e) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 13 for the issue of the Equity Securities will cease to be valid on the earlier of:
(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;
(ii) the time and date of the entity's next annual general meeting; or
(iii) the time and date that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).
(f) The Company may seek to issue the Equity Securities for cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company's current assets and/or general working capital.
(g) The Company will comply with the disclosure obligations under Listing Rules 3.10.3 and 7.1A(4) upon issue of any Equity Securities.
(h) The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the subscribers 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 methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).
(i) The subscribers under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new

Shareholders who are not a related party or an associate of a related party of the Company.

(j) In the 12 months preceding the date of the Meeting the Company issued a total of 6,447,676 Equity Securities which represent 2.62% of the total number of Equity Securities on issue at 16 December 2020. Details of the issue of Equity Securities by the Company during the 12 months preceding the date of the Meeting are set out below:

Date of Issue	Ordinary Shares	Issue Price	Consideration	Issued to or basis of issue
8 November 2021	6,447,676	A$0.16 (representing a 5.9% discount to the closing market price on 28 October 2021)	A$1,031,628.16 As at the date of this Notice, the Company has not used any funds raised. It is proposed that the proceeds will be used to fund the Company's exploration programmes in Western Australia and South Australia and for general working capital purposes.	Issued to new and existing institutional and sophisticated investors identified by Morgans Corporate Limited as part of the book build process.

(k) A voting exclusion statement is included in the Notice for Resolution 15.
(l) 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. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

10.5 Director Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 15.

11 Resolution 14 – Section 195 Approval

In accordance with section 195 of the Corporations Act, a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered.

The Directors may have a material personal interest in the outcome of Resolutions 4 to 11 (inclusive).

In the absence of this Resolution 14, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 4 to 11 (inclusive).

The Directors accordingly exercise their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

Resolution 14 is an ordinary resolution.

Schedule 1

Definitions

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

$ means Australian Dollars;

10% Placement Facility has the meaning given in Section 10.1;

10% Placement Period has the meaning given in Section 10.2(f);

Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial year ended 30 June 2021;

ASIC means the 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;

AWST means Australian Western Standard Time, being the time in Perth, Western Australia;

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

Board means the board of Directors;

Chairperson means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice;

Class A Performance Right means a right to acquire Share, subject to the satisfaction of the vesting conditions in section 2 of Schedule 3;

Class B Performance Right means a right to acquire Share, subject to the satisfaction of the vesting conditions in section 3 of Schedule 3;

Closely Related Party means:

(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act;

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

Constitution means the constitution of the Company as at the commencement of the Meeting;

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 Security has the same meaning as in the Listing Rules;

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice;

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

Key Management Personnel means 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;

Listing Rules means the listing rules of ASX;

Managing Director means the managing director of the Company;

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

Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form;

Option means an option which entitles the holder to subscribe for a Share;

Performance Right means a right to acquire a Share, subject to satisfaction of any vesting conditions;

Placement has the meaning given in Section 9.1;

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 the Notice;

Schedule means a schedule to this Explanatory Memorandum;

Section means a section of this Explanatory Memorandum;

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

Shareholder means a shareholder of the Company;

Strike has the meaning given in Section 4;

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

VWAP means volume weighted average price.

Schedule 2

Terms of Director Options

1. Entitlement

Each Option entitles the holder ( Holder ) to subscribe for one Share upon exercise.

2. Exercise Price and Expiry Date

The exercise price of the Options is A$0.50 ( Exercise Price ).

Each Option will expire 5 years from the date of issue ( Expiry Date ).

3. Vesting Condition and Lapsing of Options

The Options will vest on 1 July 2024 ( Vesting Date ). If the Holder ceases to be a director of the Company prior to the Vesting Date, all of the Options will lapse and be cancelled.

4. Exercise Period

Each Option is exercisable on and from the Vesting Date and at any time prior to the Expiry Date ( Exercise Period ). After this time, any unexercised Options will automatically lapse.

5. Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the applicable Exercise Price for each Option being exercised.

6. Shares Issued on Exercise

Shares issued on exercise of the Options rank equally with the Shares on issue and will be free of all encumbrances, liens and third party interests.

7. Quotation of Shares

The Company will apply to ASX for official quotation of the Shares issued upon the exercise of the Options.

8. Timing of Issue of Shares and Quotation of Shares on Exercise

Within five Business Days after the later of the following:

(i) receipt of a Notice of Exercise and payment of the applicable Exercise Price for each Option being exercised; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information the relevant date will be the date of receipt of a Notice of Exercise as detailed in clause (d) above,

the Company will:

(iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If, for any reason, a notice delivered under paragraph (iv) is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

9. Participation in New Issues

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

10. 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):

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

11. Adjustment for Rights Issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

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where:

O' = the new Exercise Price of the Option.

O = the old Exercise Price of the Option.

E = the number of underlying Shares into which one Option is exercisable.

P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

S = the subscription price of a Share under the pro rata issue.

D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

12. Adjustments for Reorganisation

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

13. Quotation of Options

The Company will make no application for quotation of the Options.

14. Options Transferable

Unless otherwise determined by the Board, the Options are not transferable.

15. Lodgement Requirements

Cheques shall be in Australian currency made payable to the Company and crossed 'Not Negotiable'. The application for Shares on the exercise of the Options with the appropriate remittance must be lodged at the Share Registry.

Schedule 3

Terms of Director Performance Rights

1. Entitlement

Each Performance Right that vests entitles the holder ( Holder ) to redeem the Performance Right during the redemption period (without having to pay any cash consideration) for one Share.

2. Performance Period – Class A Performance Rights

(i) Tranche 1: continuous service to the Company by the relevant Director who holds the Tranche 1 Class A Performance Rights (or who nominated the holder of those Performance Rights) commencing on the date of issue of those Tranche 1 Performance Rights until 1 July 2022;
(ii) Tranche 2: continuous service to the Company by the relevant Director who holds the Tranche 2 Class A Performance Rights (or who nominated the holder of those Performance Rights) commencing on the date of issue of those Tranche 2 Performance Rights until 1 July 2023; and
(iii) Tranche 3: continuous service to the Company by the relevant Director who holds the Tranche 3 Class A Performance Rights (or who nominated the holder of those Performance Rights) commencing on the date of issue of those Tranche 3 Performance Rights until 1 July 2024.

3. Performance Period – Class B Performance Rights

(i) Tranche 1: 1/3 of the Class B Performance Rights will vest upon the Company achieving a share price of A$0.40 per Share based on a 30-day VWAP, subject to the continuous service of the relevant Director from the date of issue of the Tranche 1 Class B Performance Rights to 1 July 2022;
(ii) Tranche 2: 1/3 of the Class B Performance Rights will vest upon the Company achieving a share price of A$0.50 per Share based on a 30-day VWAP, subject to the continuous service of the relevant Director from the date of issue of the Tranche 2 Class B Performance Right to 1 July 2023; and
(iii) Tranche 3: 1/3 of the Class B Performance Rights will vest upon the Company achieving a share price of A$0.60 per Share based on a 30-day VWAP, subject to the continuous service of the relevant Director from the date of issue of the Tranche 3 Class B Performance Right to 1 July 2024.

4. Vesting Date

The Performance Rights will vest at 5:00pm AWST on the date that is the last day of the relevant Performance Period ( Vesting Date ).

5. Redemption Period

Performance Rights that vest on the relevant Vesting Date may each be redeemed for a Share at any time during the subsequent redemption period, by the Holder in accordance with clause 7 below.

The Performance Rights have a 2 year redemption period following the relevant Vesting Date. A vested Performance Right not redeemed by its Holder by the end of the redemption period will be immediately automatically cancelled for nil consideration.

6. Ceasing Directorship

If a Holder (or the director of the Company who nominated the holder to receive those Performance Rights) ceases to be a director of the Company for any reason during a Performance Period:

(i) all of:
(A) the unvested Performance Rights in the Relevant Tranche; and
(B) the other unvested Performance Rights (of any tranche) held by that director (or by their nominee),

will not vest and will instead be immediately automatically cancelled for nil consideration; and

(ii) any vested Performance Rights will not be cancelled during the redemption period due to such cessation of office.

7. Notice of Redemption of vested Performance Rights

A Holder of a vested Performance Right who continues to be a Director (or who is the nominee of a continuing director of the Company) has the right to redeem vested Performance Rights for a number of Shares as are equal to the number of such vested Performance Rights on written notice given to the Company prior to the end of the redemption period. Those Performance Rights will automatically be cancelled upon their redemption.

8. Timing of Issue of Shares and Quotation

Within 5 Business Days after the later of the following:

(i) receipt by the Company of a notice of redemption of vested Performance Rights given in accordance with clause 7; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information (if there is no such information the relevant date will be 5 Business Days after the date of receipt of a notice of redemption as set out in clause (i) immediately above),

the Company will:

(iii) allot and issue the Shares pursuant to the vesting of the Performance Rights; and
(iv) as soon as reasonably practicable and if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(v) apply for official quotation on ASX of Shares issued pursuant to the redemption of the Performance Rights.

9. Shares Issued

Shares issued on the satisfaction of the performance milestone attaching to the Performance Rights rank equally with all existing Shares.

10. Quotation of the Shares Issued on Exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the vesting of the Performance Rights.

11. Reorganisation

If there is any reorganisation of the issued share capital of the Company, the terms of Performance Rights and the rights of the Holder who holds such Performance Rights will be varied, including an adjustment to the number of Performance Rights, in accordance with the Listing Rules that apply to the reorganisation at the time of the reorganisation.

12. Holder Rights

A Holder who holds Performance Rights is not entitled to:

(i) notice of, or to vote or attend at, a meeting of the Shareholders;
(ii) receive any dividends declared by the Company;
(iii) any right to a return of capital, whether in winding up of the Company, upon a reduction of capital in the Company or otherwise;
(iv) participate in any new issues of securities offered to Shareholders during the term of the Performance Rights; or
(v) cash for the Performance Rights or any right to participate in surplus assets of profits of the Company on winding up,

unless and until the Performance Rights are satisfied and the Holder holds Shares.

13. Pro Rata Issue of Securities

If during the term of any Performance Right, the Company makes a pro rata issue of securities to the Shareholders by way of a rights issue, a Holder shall not be entitled to participate in the rights issue in respect of any Performance Rights, only in respect of Shares issued in respect of vested Performance Rights.

A Holder will not be entitled to any adjustment to the number of Shares they are entitled to or adjustment to any performance milestone which is based, in whole or in part, upon the Company’s share price, as a result of the Company undertaking a rights issue.

14. Adjustment for Bonus Issue

If, during the term of any Performance Right, securities are issued pro rata to Shareholders generally by way of bonus issue, the number of Shares to which the Holder is then entitled, shall be increased by that number of securities which the Holder would have been issued if the Performance Rights then held by the Holder were vested immediately prior to the record date for the bonus issue.

15. Change of Control

For the purposes of these terms and conditions, a " Change of Control Event " occurs if:

(i) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;

(ii) a Takeover Bid:

(A) is announced;
(B) has become unconditional; and
(C) the person making the Takeover Bid has a Relevant Interest in fifty percent (50%) or more of the issued Shares;
(iii) any person acquires a Relevant Interest in fifty and one-tenths percent (50.1%) or more of the issued Shares by any other means; or
(iv) the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.

Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur, all granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any performance milestone has been satisfied.

16. Quotation

The Company will not seek official quotation of any Performance Rights.

17. Performance Rights Not Property

A Holder's Performance Rights are personal contractual rights granted to the Holder only and do not constitute any form of property.

18. No Transfer of Performance Rights

Unless otherwise determined by the Board, Performance Rights cannot be transferred to or vest in any person other than the Holder.

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AI assistant

ORE RESOURCES LIMITED — AGM Information 2021

65504_rns_2021-11-14_11a54e6c-6fd1-4b92-923e-5d81918f9051.pdf

AUROCH MINERALS LIMITED

ACN 148 966 545

NOTICE OF ANNUAL GENERAL MEETING

AUROCH MINERALS LIMITED ACN 148 966 545

NOTICE OF GENERAL MEETING

AGENDA

Annual Report

1 Resolution 1 - Remuneration Report

Voting Exclusion

2 Resolution 2 - Re-election of Edward Mason as Director

3 Resolution 3 - Election of Trevor Eton as Director

4 Resolution 4 - Issue of Options to Trevor Eton

Voting Exclusion

5 Resolution 5 - Issue of Options to Michael Edwards

Voting Exclusion

6 Resolution 6 - Issue of Options to Edward Mason

Voting Exclusion

7 Resolution 7 - Issue of Options to Aidan Platel

Voting Exclusion

8 Resolution 8 - Issue of Performance Rights to Trevor Eton

Voting Exclusion

9 Resolution 9 - Issue of Performance Rights to Michael Edwards

Voting Exclusion

10 Resolution 10 - Issue of Performance Rights to Edward Mason

11 Resolution 11 - Issue of Performance Rights to Aidan Platel

Voting Exclusion

12 Resolution 12 – Ratification of Placement

Voting Exclusion

13 Resolution 13 - Approval of 10% Placement Facility

Voting Exclusion

14 Resolution 14 – Section 195 Approval

AUROCH MINERALS LIMITED ACN 148 966 545

EXPLANATORY MEMORANDUM

1 Introduction

2 Action to be taken by Shareholders

2.1 Proxies

2.2 Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)

2.3 Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)

2.4

Attendance at Meeting

3 Annual Report

4 Resolution 1 – Remuneration Report

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

6 Resolution 3 – Election of Trevor Eton as Director

7 Resolutions 4 to 7 (inclusive) - Issue of Options to Directors

7.1 General

7.2 Section 208 of Corporations Act

7.3 Listing Rule 10.11

7.4 Specific information required by Listing Rule 10.13 and Section 200E and Section 219 of the Corporations Act

7.5 Director Recommendation

8 Resolutions 8 to 11 (inclusive) - Issue of Performance Rights to Directors

8.1 General

8.2 Section 208 of Corporations Act

8.3 Listing Rule 10.11

8.4 Specific information required by Listing Rule 10.13 and Section 200E and Section 219 of the Corporations Act

8.5 Director Recommendation

9 Resolution 12 – Ratification of Placement

9.1 Background

9.2 Listing Rule 7.4

9.3 Specific information required by Listing Rule 7.5

9.4 Director Recommendation

10 Resolution 13 - Approval of 10% Placement Facility

10.1 General

10.2 Listing Rule 7.1A

(a) Shareholder approval

(b) Equity Securities

(c) Formula for calculating 10% Placement Facility

(A x D) – E

(d) Listing Rule 7.1 and Listing Rule 7.1A

(e) Minimum Issue Price

(the 10% Placement Period ).

10.3 Effect of Resolution

10.4 Specific information required by Listing Rule 7.3A

10.5 Director Recommendation

11 Resolution 14 – Section 195 Approval

Schedule 1

Definitions

ORE RESOURCES LIMITED AGM Information 2021