ORE RESOURCES LIMITED — Capital/Financing Update 2016

Dec 18, 2016

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19 December 2016

Market Announcements Platform ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

Appendix 3B

Auroch Minerals Limited advises that further to its announcement on 2 December 2016, the Company has issued 7,500,000 ordinary shares at an effective price of $0.10 per share to raise $750,000 together with a 1-for-2 free attaching option exercisable at 20¢ on or before 23 October 2018 ( Placement )[1] . London and New York listed lithium focused investment company Rare Earth Minerals Plc participated in the Placement representing approximately 7.7% of the Company’s issued capital.

Information required under ASX Listing Rule 3.10.5A

Auroch provides the following information as required under ASX Listing Rule 3.10.5A:

1. The dilutive effect of the Placement on existing shareholders is as follow:

Number of shares on issue prior to the placement: 76,810,865

Number of shares on issue prior to the placement: 76,810,865
Dilution as a result of issue under LR7.1 of 6,509,129 shares	8.47%
Dilution as a result of issue under LR7.1A of 990,871 shares	1.29%
Total Dilution	9.76%

Details of the Company’s issued capital following completion of only the shares issued under Listing Rule 7.1A held by pre-issue shareholders and new shareholders are as follows:

	Shares	**Percentage **
Pre-issue shareholders who did notparticipate in the new issue	76,810,865	98.72%
Pre-issue shareholders whoparticipated in the new issue	-	-
New shareholders whoparticipated in the new issue	990,871	1.27%
Total	77,801,736	100%

1. 990,871 shares were issued under Listing Rule 7.1A and were issued to sophisticated and professional investors as it was considered to be the most efficient mechanism for raising funds at the time.

2. Commission fees equal to 5% (plus GST) were paid in relation to the issue of the Placement.

Matthew Foy

Company Secretary Auroch Minerals Limited

1 6,509,129 Shares issued at $0.0987 per Share under ASX Listing Rule 7.1 and 990,871 Shares issued at $0.1084 per Share under ASX Listing Rule 7.1A.

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Auroch Minerals Ltd ABN 91 148 966 545 Unit 5, Ground Floor, 1 Centro Ave, Subiaco WA 6008 PO Box 510 Subiaco WA 6904 www.aurochminerals.com.au

Phone: +61 8 9486 4036 Fax: + 61 8 9486 4799 Email: admin@aurochminerals.com.au

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Auroch Minerals Ltd

ABN

91 148 966 545

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	1. Shares 2. Shares 3. Options 4. Shares
	1. 6,509,129 2. 990,871 3. 3,750,000 4. 675,000
	1. Fully paid ordinary shares 2. Fully paid ordinary shares 3. Options exercisable at $0.20 on or before 23 October 2018 4. Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

4 Do the[+] securities rank equally in 1. Yes. all respects from the[+] issue date 2. Yes. with an existing[+] class of quoted 3. Shares issued on exercise of the Options +securities? will rank equally with the existing shares of the Company. If the additional[+] securities do not 4. Yes. rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 1. 9.87¢ per share 2. 10.84¢ per share 3. Nil 4. N/A 6 Purpose of the issue 1. Placement of shares (If issued as consideration for the 2. Placement of Shares acquisition of assets, clearly 3. Free attaching options to placement identify those assets) 4. Issue of shares to consultants in lieu of fees 6a Is the entity an[+] eligible entity that Yes has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 10 November 2016 resolution under rule 7.1A was passed 6c Number of +securities issued 1. 6,509,129 without security holder approval 3. 3,750,000 under rule 7.1 4. 675,000 6d Number of[+] securities issued with 2. 990,871 security holder approval under rule 7.1A

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and+class of all+securities quoted on ASX (_including_the +securities in section 2 if applicable)	N/A
	N/A
	Yes 15-day VWAP: 14.46¢ 75% of 15-day VWAP: Issue date: 16/12/2016 Source: IRESS	10.84¢
	N/A
	Refer Annexure 1
	16 December 2016
	Number	+Class
	84,985,865	Ordinary Shares
	Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 3

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9 Number and+class of all+securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	3,875,000 300,000 1,000,000 24,144,650 5,295,402	Options exercisable at $0.15 on or before 18 July 2016 Options exercisable at $0.10 on or before 17 March 2018 Options exercisable at $0.10 on or before 23 October 2018 Options exercisable at $0.20 on or before 23 October 2018 Options exercisable at $0.08 on or before 31 December 2018
	N/A

Part 2 - Pro rata issue

11 Is security holder approval required? N/A 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities will be N/A offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different registers N/A (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in N/A relation to fractions

18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

• 31 How do security holders sell part of N/A their entitlements through a broker and accept for the balance?

• 32 How do security holders dispose of N/A their entitlements (except by sale through a broker)?

• 33 +Issue date N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1 (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought

39 +Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security)

Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• See chapter 19 for defined terms.

Appendix 3B Page 7

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• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................... (Director & Company secretary) Print name: Matthew Foy

Date: 19 December 2016

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 63,894,684
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary 8,966,180
securities issued in that 12 month
period under an exception in rule 7.2
• Number of fully paid [+] ordinary
3,700,001
securities issued in that 12 month
period with shareholder approval
• Number of partly paid [+] ordinary Nil
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid Nil
+ ordinary securities cancelled during that
12 month period
“A” 76,560,865
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• See chapter 19 for defined terms.

Appendix 3B Page 9

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	11,484,129
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	11,484,129
“C”	11,484,129
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	11,484,129
Subtract“C” Note: number must be same as shown in Step 3	11,484,129
Total[“A” x 0.15] – “C”	Nil [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	11,484,129
Note: number must be same as shown in
Step 2
Subtract“C”	11,484,129
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	Nil
	[Note: this is the remaining placement
	capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 76,560,865 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 7,656,086

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued 990,871 or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” 990,871

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	7,656,086
Subtract“E” Note: number must be same as shown in Step 3	990,871
Total[“A” x 0.10] – “E”	6,665,215 Note: this is the remaining placement capacity under rule 7.1A