ORE RESOURCES LIMITED — Capital/Financing Update 2018

Jun 21, 2018

==> picture [162 x 44] intentionally omitted <==

22 June 2018 Market Announcements Platform ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

Non-Renounceable Pro Rata Offer – Letter to Shareholders

Auroch Minerals Limited ( ASX:AOU ) ( Auroch or the Company ) announces that, in relation to the nonrenounceable, pro rata offer of options announced on 20 June 2018, the Company has sent the attached letters to shareholders today.

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

Auroch Minerals Limited

Glenn Whiddon

Chairman

T: +61 8 9486 4036

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

==> picture [162 x 44] intentionally omitted <==

22 June 2018

Dear Shareholder

Notice to Eligible Shareholders of Non-Renounceable Pro-Rata Entitlements Issue of New Options

We write to you as the registered holder of fully paid ordinary shares ( Shares ) in Auroch Minerals Ltd (ASX: AOU) ( Company ) as at today’s date.

As advised in the Company’s ASX announcement dated 20 June 2018, and as detailed in the prospectus lodged by the Company with ASIC and ASX on the same date, the Company is undertaking a non-renounceable, pro-rata offer of options, each exercisable at $0.10 on or before 30 November 2021 ( New Options ), at an issue price of $0.02 per New Option to Eligible Shareholders on the basis of one (1) New Option for every three Shares held at the record date ( Offer ).

The record date to determine entitlements for Eligible Shareholders is 26 June 2018 ( Record Date ).

Where the determination of the entitlement of any Eligible Shareholder results in a fraction of a Share, such fraction will be rounded down to the nearest whole New Option.

A prospectus in relation to the Offer was lodged with ASIC and ASX on 20 June 2018 ( Prospectus ) and is available on the Company’s ASX platform at the ASX website (www.asx.com.au). A copy of the Prospectus, together with an entitlement and acceptance form will be sent to Eligible Shareholders on 29 June 2018.

The Offer is fully underwritten by Clarion Finance Pte Ltd. An underwriting fee of 2.5% is to be paid on the underwriting commitment (calculated by multiplying the maximum number of New Options to be issued under the Offer by the issue price of $0.02 per New Option). The Underwriter has agreed to subscribe for, or procure subscriptions for, all New Options offered under the Offer which are not taken by Eligible Shareholders pursuant to their entitlement.

The Company currently has 98,753,540 Shares, 28,987,493 options, 12,000,000 performance shares and 6,250,000 performance rights on issue (refer to section 4.1 of the Prospectus for further details about the Company's securities on issue). Assuming that no options are exercised and no performance shares or performance rights convert into Shares prior to the Record Date, the Offer is for up to up to 32,917,601 New Options. The Offer will raise up to $658,352 (before payment of the costs associated with the Offer).

The funds raised under the Offer will be used to supplement the Company's existing cash reserves and will be primarily used to fund further work on the Arden and Bonaventura projects, including completion of aeromagnetic, geomagnetic and IP surveys and further drilling, and will otherwise be used for general working capital purposes.

Eligible Shareholders are those persons who:

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

==> picture [162 x 44] intentionally omitted <==

(a) are registered as a holder of Shares as at 5.00pm (WST) on the Record Date; and

(b) have a registered address in Australia or New Zealand (together the Eligible Countries ). The Offer is not being extended to any Shareholder whose registered address is outside the Eligible Countries.

Shareholders not satisfying the above criteria will not be eligible to participate in the Offer.

The rights to New Options under the Offer are non-renounceable. Accordingly, there will be no trading of rights on ASX and you may not dispose of your rights to subscribe for New Options to any other party. If you do not take up your entitlement to New Options by the closing date (being at 5pm WST on 10 June 2018), the Offer to you will lapse.

The Company has a dividend policy in accordance with section 4.5 of the Prospectus. No Shareholder approval is required for the Offer. Full terms and conditions of the New Options offered under the Offer are set out in section 5.1 of the Prospectus.

The proposed timetable of the Offer is as follows:

The proposed timetable of the Offer is as follows:
Lodgement of Prospectus with ASIC and provision of copies to ASX	20 June 2018
Appendix 3B given to ASX	20 June 2018
Notice sent to security holders	22 June 2018
Existing Shares quoted on an "ex" basis	25 June 2018
Record Date	26 June 2018
Prospectus and Entitlement and Acceptance Form sent to Eligible Shareholders	29 June 2018
Last Day to extend offer closing date	5 July 2018
Closing Date*	10 July 2018
Existing Shares quoted on a deferred settlement basis	11 July 2018
ASX notified of under subscriptions	13 July 2018
Anticipated date for the issue of the New Options**	17 July 2018

* Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Any extension of the Closing Date will have a consequential effect on the anticipated date for issue of the Shares.

** Indicative date only.

You are encouraged to read the Prospectus in full before making a decision in respect of the Offer. If you wish to participate in the Offer you should follow the directions in the Entitlement and Acceptance Form and section 2 of the Prospectus. If you do not wish to participate in the Offer, you do not need to take any action. This letter is to inform you of the Offer. You are not required to do anything in respect to this letter.

The directors of the Company recommend that if you are in doubt as to the value of the Offer then you should contact your financial advisor.

For further information on the Offer:

(a) see the Prospectus lodged with ASX on 20 June 2018, and available at www.asx.com.au; or

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

==> picture [162 x 44] intentionally omitted <==

(b) contact the Company on +61 (08) 9486 4036 between 8.30am and 5.00pm (WST) Monday to Friday.

Yours sincerely,

James Bahen Company Secretary

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

==> picture [162 x 44] intentionally omitted <==

22 June 2018

Dear Shareholder

Notice to Ineligible Shareholders of Non-Renounceable Pro-Rata Entitlements Issue of New Options

We write to you as the registered holder of fully paid ordinary shares ( Shares ) in Auroch Minerals Ltd (ASX: AOU) ( Company ) whose registered address is outside of Australia and New Zealand (together the Eligible Countries ) as at today’s date.

As advised in the Company’s ASX announcement dated 20 June 2018, and as detailed in the prospectus lodged by the Company with ASIC and ASX on the same date, the Company is undertaking a non-renounceable, pro-rata offer of options, each exercisable at $0.10 on or before 30 November 2021 ( New Options ), at an issue price of $0.02 per New Option to Eligible Shareholders on the basis of one (1) New Option for every three Shares held at the record date ( Offer ).

The Offer is fully underwritten by Clarion Finance Pte Ltd. An underwriting fee of 2.5% is to be paid on the underwriting commitment (calculated by multiplying the maximum number of New Options to be issued under the Offer by the issue price of $0.02 per New Option). The Underwriter has agreed to subscribe for, or procure subscriptions for, all New Options offered under the Offer which are not taken by Eligible Shareholders pursuant to their entitlement.

The Company currently has 98,753,540 Shares, 28,987,493 options, 12,000,000 performance shares and 6,250,000 performance rights on issue (refer to section 4.1 of the Prospectus for further details about the Company's securities on issue). Assuming that no options are exercised and no performance shares or performance rights convert into Shares prior to the Record Date, the Offer is for up to up to 32,917,601 New Options. The Offer will raise up to $658,352 (before payment of the costs associated with the Offer).

The funds raised under the Offer will be used to supplement the Company's existing cash reserves and will be primarily used to fund further work on the Arden and Bonaventura projects, including completion of aeromagnetic, geomagnetic and IP surveys and further drilling, and will otherwise be used for general working capital purposes.

Eligible Shareholders are those persons who:

• (a) are registered as a holder of Shares as at 5.00pm (WST) on the Record Date; and

• (b) have a registered address in the Eligible Countries

The Offer is not being extended to any Shareholder whose registered address is outside the Eligible Countries ( Ineligible Shareholders ).

This letter is to inform you that you are not an Eligible Shareholder for the purposes of the Offer and consequently you will not be able to subscribe for New Options under the Offer. This letter is not an offer to issue New Options to you, nor an invitation to apply for New Options. You are not required to do anything in respect of this letter.

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

==> picture [162 x 44] intentionally omitted <==

The Company has determined that it would be unreasonable on this occasion to extend the Offer to you as an Ineligible Shareholder having regard to:

• (a) the number of Shareholders in your jurisdiction;

• (b) the number and value of New Options the Shareholders in your jurisdiction would be offered; and

• (c) the cost of complying with the legal requirements and the requirements of the regulatory authorities in your jurisdiction.

For your information only, details of the Offer are contained in a prospectus lodged with ASIC and ASX on 20 June 2018 ( Prospectus ) which is available on the Company’s ASX platform at the ASX website (www.asx.com.au).

If you have any questions in relation to the Offer, please contact the Company on +61 (08) 9486 4036 between 8.30am and 5.00pm (WST) Monday to Friday.

Yours sincerely,

James Bahen Company Secretary

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