ORE RESOURCES LIMITED — Capital/Financing Update 2017

Feb 12, 2017

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13 February 2017

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

Settlement Agreed with Xtract Resources Plc

Highlights:

• Settlement agreed with respect to US$1,748,136 owed by Xtract to Auroch

• US$748,136 to be settled by the issue of a convertible note agreement convertible at 15% discount to the ten-day VWAP

• US$1 million balance structured as a loan agreement

• Royalty agreement executed as security for the convertible note and loan agreements

Auroch Minerals Limited ( Auroch or the Company ) is pleased to advise it has agreed settlement arrangements with Xtract Resources Plc ( Xtract ) with respect to the outstanding debt owed to Auroch totalling US$1,748,136 (inclusive of accrued interest) (the Xtract Receivable ).

Repayment of the Xtract Receivable has been structured as a convertible note agreement to the total value of US$748,136 ( Convertible Note ), a loan agreement for the balance of the Xtract Receivable equal to US$1 million ( Loan Agreement ), a 3% royalty agreement over production at the Manica Gold Project, Mozambique ( Royalty Agreement ) and the issue of 500,000,000 warrants in Xtract ( Warrants ).

Auroch Executive Chairman commented:

“Auroch is pleased to have reached a resolution with Xtract on the outstanding payment. This will give Xtract the opportunity to complete a definitive study while at the same time provide Auroch with a regular cash flow to fund ongoing exploration and business development activities, while maintaining its cash balance of A$6 million.”

Convertible Note

Xtract has agreed to issue unsecured Convertible Notes to the total value of US$748,136 to the Company. The Convertible Notes accrue interest at 10% per annum payable quarterly in advance and are to be repaid no later than 31 December 2017. Auroch may elect to convert the Convertible Notes at any time at a price equal to a 15% discount to 10-day VWAP prior to a conversion notice and subject to a floor price of 0.012p ( Conversion Discount ). In the event of a material breach of the terms of the Convertible Note by Xtract which is not remedied, the Conversion Discount will increase to 30%.

In the event of a fundraising by Xtract, Auroch may require Xtract to allocate 15% of the aggregate net proceeds to redeeming part of the Convertible Notes. In the event of completion of a change of control, asset sale of the Manica Gold Project or completion of a joint venture, the Convertible Notes shall be redeemed in full.

Auroch Minerals Ltd ABN 91 148 966 545 Unit 5, Ground Floor, 1 Centro Ave, Subiaco WA 6008 Phone: +61 8 9486 4036 Fax: + 61 8 9486 4799 PO Box 510 Subiaco WA 6904 Email: admin@aurochminerals.com.au www.aurochminerals.com.au

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In addition, an establishment fee equal to US$50,000 will be paid to Auroch satisfied by the allotment of Xtract shares equal to a 15% discount to the ten-day VWAP prior to the date of execution of the Convertible Note.

Loan Agreement

Xtract has entered into an unsecured Loan Agreement with Auroch for the balance of the Xtract Receivable totalling US$1 million. Pursuant to the terms of the Loan Agreement, Xtract will repay the Loan Agreement on or before 31 December 2017 together with interest that will accrue at a rate of 10% per annum. In addition, Xtract intends to seek shareholder approval prior to 30 June 2017 to authorise Xtract to replace the Loan Agreement with a convertible loan note on substantially the same terms as the Convertible Note.

In the event Xtract does not obtain the necessary shareholder approvals by 31 December 2017, an accelerated interest rate of 30% per annum will accrue going forward on any outstanding loan amount.

Royalty Agreement

Xtract has granted security to Auroch by way of a Royalty Agreement over the Manica Gold Project whereby Auroch will receive a royalty payment equal to 3% of gross revenue from commercial operations (including any alluvial gold production) (the Royalty ). The Royalty is subject to a maximum payment of US$1,748,136 being the Xtract Receivable.

Any payments made under the Royalty Agreement shall reduce the amounts due to Auroch under the Convertible Note and Loan Agreements. The Royalty Agreement will terminate upon full settlement by Xtract of the Xtract Receivable. Xtract has agreed not to create any security over or dispose of its interest in the Manica Gold Project and, on or following any change of control to Xtract, at Auroch’s request Xtract will buyout the balance of any payments due under the Royalty Agreement at the then market value.

Warrants

In addition, Xtract has agreed to issue the Company 500,000,000 warrants exercisable at 0.02p per on or before 21 December 2017.

For further information visit www.aurochminerals.com or contact:

Glenn Whiddon Executive Chairman Auroch Minerals Limited

Auroch Minerals Ltd ABN 91 148 966 545 Unit 5, Ground Floor, 1 Centro Ave, Subiaco WA 6008 Phone: +61 8 9486 4036 Fax: + 61 8 9486 4799 PO Box 510 Subiaco WA 6904 Email: admin@aurochminerals.com.au www.aurochminerals.com.au