ORE RESOURCES LIMITED - Capital/Financing Update 2018

AUROCH MINERALS LTD

ACN 148 966 545

PROSPECTUS

For a non-renounceable pro rata offer of up to 32,917,601 New Options at an issue price of $0.02 each on the basis of one (1) New Option for every three (3) Shares held at the Record Date.

THIS OFFER CLOSES AT 5.00PM WST ON 10 JULY 2018

VALID ACCEPTANCES MUST BE RECEIVED BEFORE THAT TIME.

Please read the instructions in this Prospectus and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY.

THE NEW OPTIONS OFFERED BY THIS PROSPECTUS ARE OF A HIGHLY SPECULATIVE NATURE.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

CORPORATE DIRECTORY

	Directors Glenn Whiddon (Executive Chairman) Ryan Gaffney (Non-Executive Director) Adam Santa Maria (Non-Executive Director Company Secretary James Bahen Registered Office Unit 5, Ground Floor 1 Centro Avenue Subiaco WA 6008 Australia Telephone: +61 (0)8 9486 4699 Facsimile: +61 (0)8 9486 4799 Stock Exchange Listing Australian Securities Exchange ASX Code for Shares: AOU Share Registry Automic Registry Services Level 2, 267 St Georges Terrace Perth WA 6000 Australia Telephone: +61 (0)8 9324 2099 Facsimile: +61 (0)8 9321 2337 Solicitors to the Company* GTP Legal 68 Aberdeen Street Northbridge WA 6003 Australia		Section Description Page No Important Notices 3 Proposed Timetable 4 1 Details of the Offer 5 2 Action required by Shareholders 10 3 Risk Factors 11 4 Effect of the Offer 17 5 Additional Information 20 6 Authorisation 29 7 Glossary of Terms 30

*This entity has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. Its name is included for information purposes only.

IMPORTANT NOTICES

This Prospectus is dated 20 June 2018 and was lodged with ASIC on that date. ASIC and ASX take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No New Options will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus, being the expiry date of this Prospectus.

A copy of this Prospectus is available for inspection at the registered office of the Company at Unit 5, Ground Floor, 1 Centro Avenue, Subiaco WA 6008, Australia, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 5.5).

The New Options offered by this Prospectus should be considered highly speculative. Please refer to Section 3 for details relating to investment risks.

This document is important and should be read in its entirety before deciding to participate in the Offer. This does not take into account the investment objectives, financial or taxation or particular needs of any Eligible Shareholder. Before making any investment in the Company, each Eligible Shareholder should consider whether such an investment is appropriate to his/her particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Eligible Shareholder should consult his/her stockbroker, solicitor, accountant or other professional adviser without delay.

Acceptances for New Options by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form sent with this Prospectus. The Entitlement and Acceptance Form sets out an Eligible Shareholders’ entitlement to participate in the Offer.

Any entitlements to New Options not taken up by Eligible Shareholders in full by the Closing Date will be issued to the Underwriter in accordance with the Underwriting Agreement (refer to Section 5.3 for further information).

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

The Company is a disclosing entity listed on the ASX and this Prospectus is issued under section 713 of the Corporations Act in reliance on information previously disclosed to the ASX by the Company. It does not contain, by itself, all information that would be contained in a prospectus for an initial public offering or all information relevant to a decision to invest in the Company.

No action has been taken to permit the offer of New Options under this Prospectus in any jurisdiction other than Australia and New Zealand (refer to Section 1.13 for further information). The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of New Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This Prospectus is a transaction specific prospectus for an offer of options to acquire continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known by investors and professional advisers whom potential investors may consult.

By returning an Entitlement and Acceptance Form, you acknowledge that you have received and read this Prospectus and you have acted in accordance with the terms of the Offer detailed in this prospectus.

PROPOSED TIMETABLE

PROPOSED TIMETABLE
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 New Options.

** Indicative date only.

1. Details of the Offer

1.1 The Offer

The Company is making a non-renounceable, pro rata offer of New Options at an issue price of $0.02 each to Eligible Shareholders on the basis of one (1) New Option for every three (3) Shares held at 5.00pm (WST) on the Record Date ( Offer ).

A maximum of 32,917,601 New Options will be issued pursuant to this Prospectus.

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

The Offer is fully underwritten by Clarion Finance Pte Ltd (refer to Section 5.3 below for further information).

Refer to Section 5.1 for a summary of the rights attaching to the New Options.

1.2 Purpose of the Offer

Completion of the issue of New Options offered by this Prospectus will result in an increase in the cash on hand of up to approximately $658,352 (before payment of Offer costs). As at 15 June 2018 the Company had approximately $4.5 million in cash.

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 and IP surveys and further drilling, and will otherwise be used for general working capital purposes.

1.3 Your entitlement and acceptance

Your entitlement to participate in the Offer will be determined on the Record Date, being 26 June 2018. The entitlement of Eligible Shareholders receiving this Prospectus is shown on the Entitlement and Acceptance Form sent to Eligible Shareholders with this Prospectus.

You may accept all or only part of your Entitlement. If your acceptance exceeds your Entitlement any surplus Application Monies will be returned (without interest).

1.4 Opening and Closing Dates

The Company will accept Entitlement and Acceptance Forms from the Record Date for determining Eligible Shareholders’ entitlements, being 26 June 2018, until 5.00pm WST on the Closing Date, being 10 July 2018 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules.

1.5 No rights trading

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 by the Closing Date, the Offer to you will lapse.

1.6 Entitlement and Acceptance Form

Acceptance of a completed Entitlement and Acceptance Form by the Company creates a legally binding contract between the Applicant and the Company for the number of New Options accepted. The Entitlement and Acceptance Form does not need to be signed to be a binding acceptance of New Options.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the acceptance of an Entitlement and Acceptance Form as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

1.7 No minimum subscription

There is no minimum subscription for the Offer.

1.8 Underwriting

The Offer is fully underwritten by the Underwriter on the terms and conditions of the Underwriting Agreement. A summary of the Underwriting Agreement is set out in Section 5.3.

Under the Underwriting Agreement, the Underwriter has agreed to subscribe for, or procure subscriptions for, all New Options offered under the Offer not taken up Eligible Shareholders. The Company has agreed to pay the Underwriter an underwriting fee equal to 2.5% of the amount of this 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).

1.9 Issue

New Options issued pursuant to the Offer will be issued, and security holder statements sent, in accordance with the Listing Rules and the timetable set out at the commencement of this Prospectus.

Holding statements for New Options issued under the Offer will be mailed in accordance with the Listing Rules and the timetable set out at the commencement of this Prospectus.

It is the responsibility of Applicants to determine their allocation prior to dealing in their New Options. Applicants who deal in New Options before they receive their holding statements will do so at their own risk.

1.10 Application Monies held on trust

All Application Monies received for the New Options will be held in trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the New Options are issued. All Application Monies will be returned (without interest) if the New Options are not issued.

1.11 ASX Quotation

The Company will not apply to ASX for quotation of the New Options.

1.12 CHESS

The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and Securities Clearing House Business Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of New Options.

If you are broker sponsored, ASTC will send you a CHESS statement.

The CHESS statement will set out the number of New Options issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the New Options.

If you are registered on the Issuer Sponsored subregister, your statement will be sent by Atomic Registry Services and will contain the number of New Options issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to security holders at the end of any calendar month during which the balance of their security holding changes. Security holders may request a statement at any other time, however, a charge may be made for additional statements.

1.13 Overseas Shareholders

The Offer is not being extended to any Shareholders whose registered address is outside Australia and New Zealand. The Company is of the view that it is unreasonable to make the Offer to Shareholders outside Australia or New Zealand, having regard to:

(a) the number of those Shareholders;
(b) the number and value of New Options to be offered to those persons; and
(c) the cost of complying with overseas legal requirements.

The Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer other than for Shareholders in Australia or New Zealand. The Company is not required to make offers under the Prospectus to Shareholders other than in Australia or New Zealand. Where the Prospectus has been sent to Shareholders domiciled outside Australia or New Zealand and where the country's securities code or legislation prohibits or restricts in any way the making of the Offer contemplated by the Prospectus, the Prospectus is provided for information purposes only.

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up Entitlements under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 6D of the Corporations Act 2001 (Aust) and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014.

This offer and the content of the offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 (Aust) and the regulations made under that Act set out how the offer must be made.

There are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian regime.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies, and compensation arrangements for New Zealand financial products.

Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian financial products is not the same as for New Zealand financial products.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

Notwithstanding the above, the Company may (in its absolute discretion) extend the Offer to certain institutional or sophisticated shareholders who have registered addresses outside Australia and New Zealand in accordance with applicable law.

1.14 Risk factors

An investment in New Options should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are in Section 3.

1.15 Taxation implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Options under this Prospectus.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with subscribing for New Options under this Prospectus.

1.16 Major activities and financial information

A summary of the major activities and financial information relating to the Company for the financial year ended 30 June 2017 is in the Annual Financial Report which was lodged with the ASX on 26 September 2017.

The Company's continuous disclosure notices (i.e. ASX announcements) since 26 September 2017 are listed in Section 5.5.

Copies of these documents are available free of charge from the Company. Directors strongly recommend that Shareholders review these and all other announcements prior to deciding whether or not to participate in the Offer.

1.17 Privacy

The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Acceptance and, if the Acceptance is successful, to administer the Applicant’s security holding in the Company.

By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your Acceptance.

An Applicant has an entitlement to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

1.18 Effect of the Offer on control of the Company

The Offer is not expected to have any material effect on the control of the Company as only Options are being issued and even if all New Options are applied for and exercised this will result in a 25% increase in the number of Shares in issue.

Pursuant to the Underwriting Agreement, the Underwriter has agreed to subscribe for, or procure subscriptions for, all New Options offered under the Offer not taken up in full by Eligible Shareholders. As at the date of this Prospectus, the Underwriter does not hold any Shares. As only Options are being issued under the Offer, the Underwriter's relevant interest in Shares and voting power in the Company following completion of the Offer is not expected to change. If no Eligible Shareholders take up their entitlements under the Prospectus, the Underwriter takes up its full underwriting commitment (being all New Options pursuant to the Offer), and the Underwriter exercises all of these New Options, the Underwriter's voting power in the Company will be 25% (assuming no other Options are exercised). The Company expects this is an unlikely

outcome, and to the extent it occurs the Underwriter will need to manage compliance with the takeover provisions of the Corporations Act.

1.19 Enquiries concerning Prospectus

Enquiries concerning the Entitlement and Acceptance Form can be obtained by contacting Automic Registry Services by telephone on 1300 288 664 or outside Australia on +61 (0)2 9698 5414.

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on +61 (0)8 9486 4036.

2. Action required by Shareholders

2.1 Acceptance of New Options under this Prospectus

Should you wish to accept all of your Entitlement to New Options, then applications for New Options under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque for the Application Monies indicated on the Entitlement and Acceptance Form.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed “Not Negotiable” and made payable to “Auroch Minerals Ltd – Auroch Applications” and lodged and received at any time after the issue of this Prospectus and no later than 5.00pm (WST) on the Closing Date at the Company’s share registry (by post) at:

By Post Automic Registry Services PO Box 2226 Strawberry Hills NSW 2012

The Company will not be responsible for any postal or delivery delays.

2.2 If you wish to take up part of your Entitlement only

Should you wish to only take up part of your Entitlement, then applications for New Options under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of New Options you wish to accept and the Application Monies (calculated at $0.02 per New Option accepted), and attach a cheque for the appropriate Application Monies.

The Company will not be responsible for any postal or delivery delays.

2.3 Entitlements not taken up

If you do not wish to accept any of your Entitlement, you are not obliged to do anything. The number of existing Shares you hold and the rights attaching to those Shares will not be affected should you choose not to accept any of your Entitlement.

2.4 Enquiries concerning your entitlement

If you have any queries concerning your Entitlement, please contact Automic Registry Services by telephone on 1300 288 664 or outside Australia on +61 (0)2 9698 5414.

3. Risk Factors

Activities in the Company and its controlled entities, as in any business, are subject to risks, which may impact on the Company’s future performance. The Company and its controlled entities have implemented appropriate strategies, actions, systems and safeguards for known risks, however, some are outside its control.

The Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors which Shareholders need to be aware of in evaluating the Company’s business and risks of increasing your investment in the Company. Shareholders should carefully consider the following factors in addition to the other information presented in this Prospectus.

The principal risks include, but are not limited to, the following:

3.1 Specific risks associated with the Company

(a) Country Risk

The Company has exploration tenements and exploration tenement applications located in Namibia and Australia. The Company is subject to the risks associated with operating in Namibia and Australia. Such risks include economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties as well as government control over mineral properties.

Any future material adverse changes in government policies or legislation in any of the jurisdictions in which the Company operates that affect foreign ownership, mineral exploration, development or mining activities, may affect the viability and profitability of the Company’s operations.

(b) Joint Venture and Contractual Risk

The Company has entered into an option and joint venture agreement with Dynamic Geo-Consulting Services CC (DGS), a Namibian entity over exploration prospecting licence 5751 (EPL5751). As the Company has previously option to acquire 90% of EPL5751 on 22 March 2017, the Company will be subject to the risk that changes in the status of its tenure in EPL5751 occur (including changes caused by financial failure or default by a participant in the joint venture), which may adversely affect the operations and performance of the Company. An application to transfer EPL5751 to a joint venture company effectively owned 90% by the Company (or its nominee entity) and 10% by DGS has been lodged with the Namibian Ministry of Mines and Energy and is still awaiting approval. Until the transfer is complete and registered, DGS will hold a 90% ownership interest in EPL5751 as a bare trustee for the benefit of the Company (or its nominee entity).

The Company may make strategic investments in complementary businesses, or enter into strategic partnerships or alliance with third parties in order to enhance its business. Any default by any third party under any corresponding agreement to which the Company is a party may adversely affect the operations and performance of the Company.

(c) Tenement Title

The Company’s mining exploration activities are dependent upon the grant, or as the case may be, the maintenance of appropriate licences, which may be withdrawn or

made subject to limitations. The maintaining of tenements, obtaining renewals, or getting tenements granted, often depends on the Company being successful in obtaining required statutory approvals for its proposed activities and that the licences, concessions, leases, permits or consents it holds will be renewed as and when required. There is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed in connection therewith.

The Company’s interests in an exploration licences or similar and applications for exploration licences or similar in Namibia and are governed by the relevant domestic legislation and are evidenced by the granting of licenses or leases over those tenements. The Company’s tenements are subject to numerous country-specific legislation conditions. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Governmental official. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company’s projects. Consequently, the Company could lose title to, or its interests in, its tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position, and/or performance of the Company.

(d) Legal System in Namibia

The legal system operating in Namibia is different to that in Australia and this may result in risks such as:

(i) political difficulties in obtaining effective legal redress in the courts whether in respect of a breach of law or regulation, or in an ownership dispute;
(ii) a higher degree of discretion on the part of governmental agencies;
(iii) differences in political and administrative guidance on implementing applicable rules and regulations;
(iv) different attitudes of the judiciary and court; and
(v) difficulty in enforcing judgements.

The commitment to local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance joint ventures, licences, license applications or other legal arrangements will not be adversely affected by the actions of the government authorities or others and the effectiveness of and enforcement of such arrangements cannot be assured.

(e) New Business Acquisition Risk

The Company will continue to pursue and assess other new business opportunities in addition to the existing exploration tenements it currently holds an interest in Namibia and Australia. These new business opportunities may take the form of direct project

acquisitions, joint ventures, farm-ins, acquisition of tenements/permits, or direct equity participation.

The acquisitions of projects (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence and prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed acquisition will be completed or successful. If the proposed acquisition is not completed, monies already advanced may not be recoverable, which may have a material adverse effect on the Company.

If an acquisition is completed, the Directors will need to reassess, at that time, the funding allocated to current projects and new projects, which may result in the Company reallocating funds from other projects and/or the raising of additional capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new project/business activities will remain.

Furthermore, if a new investment or acquisition by the Company is completed, ASX may require the Company to seek Shareholder approval and to meet the admission requirements under Chapters 1 and 2 of the Listing Rules as if the Company were a new listing. There would be costs associated in re-complying with the admission requirements. The Company be required to incur these costs in any event, were it to proceed to seek to acquire a new project which is considered to result in a significant change to the nature or scale of its existing operations.

3.2 Mineral Industry Risks

(a) Exploration and Development Risks

Mineral exploration, development and mining are high-risk enterprises, only occasionally providing high rewards. In addition to the normal competition for prospective ground, and the high average costs of discovery of an economic deposit, factors such as demand for commodities, stock market fluctuations affecting access to new capital, sovereign risk, environmental issues, labour disruption, project financing difficulties, foreign currency fluctuations and technical problems all affect the ability of a company to profit from any discovery.

The quantities and grades included in the mineral resource statements are estimates and may not prove to be an accurate indication of the quantity or grade of gold that has been identified or that the Company will be able to extract. No assurance can be given that any particular level of recovery from mineral resources or reserves will in fact be realised or that an identified mineral resource will ever qualify as commercially viable which can be legally and economically exploited

There is no assurance that exploration of the Company’s mineral interests, or any other projects that may be acquired by the Company in the future, will result in the discovery of an economically viable mineral deposit. Even if an apparently viable mineral deposit is identified, there is no guarantee that it can be profitably exploited.

(b) Operational Risks

The operations of the Company may be affected by various factors including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration or mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant

breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, fire, explosions and other incidents beyond the control of the Company.

These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. While the Company currently intends to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims.

(c) Commodity Price Volatility and Foreign Exchange Risk

In the event that the Company achieves exploration success leading to production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price risks.

Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for gold, forward selling by producers, and production cost levels in major metal-producing regions.

Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, the commodity as well as general global economic conditions. These factors may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

Furthermore, international prices of various commodities are denominated in United States Dollars and a portion of the Company’s capital expenditure and ongoing expenditure is denominated in either United States Dollars, Namibian Dollars, Czechoslovakian Koruna or Euros, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States Dollar, Namibian Dollar,, Czechoslovakian Koruna, Euros and the Australian Dollar as determined in international markets.

(d) Dependence on key personnel

The Company is reliant on a number of key personnel employed by the Company. Loss of such personnel may have a materially adverse impact on the performance of the Company. While there can be no assurance given as to the continued availability of such key personnel, the Company has put in place employment contracts and equity participation programmes with senior executives to incentivise them.

(e)

Environmental Risks

Exploration and mining, particularly in relation to Lithium and Zinc, is an industry that has become subject to increasing environmental responsibility and liability. The potential for liability is an ever present risk. Future legislation and regulations governing gold production may impose significant environmental obligations on the Company in relation to gold mining. The operations and proposed activities of the Company are subject to regulations concerning the environment. The Government and

other authorities that administer and enforce environmental laws determine these requirements. As with all exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if mine development proceeds. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws.

The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits.

Although the Company believes that it is in compliance in all material respects with all applicable environmental laws and regulations, there are certain risks inherent to its activities, such as accidental spills, leakages or other unforeseen circumstances, which could subject the Company to extensive liability.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company's business, financial condition and results of operations.

3.3 General Risks

(a) Economic Risk

Changes in the general economic climate in which the Company will operate following completion of the Acquisition may adversely affect the financial performance of the Company. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company, industrial disruption and the rate of growth of gross domestic product in Australia and Namibia and other jurisdictions in which the Company may acquire mineral assets.

(b)
Future Capital Needs and Additional Funding

The future capital requirements of the Company will depend on many factors including the results of future exploration and business development activities. The Company believes its available cash and resources following the Offer should be adequate to fund its exploration work programme, business development activities and other Company objectives.

Should the Company require additional funding there can be no assurance that additional financing will be available on acceptable terms, or at all. Any inability to

obtain additional finance, if required, would have a material adverse effect on the Company’s business and its financial condition and performance.

(c)
Global credit and investment market

Global credit, commodity and investment markets have recently experienced a high degree of uncertainty and volatility. The factors which have led to this situation have been outside the control of the Company and may continue for some time resulting in continued volatility and uncertainty in world stock markets (including the ASX). This may impact the price at which the Company’s Shares trade regardless of operating performance, and affect the Company’s ability to raise additional equity and/or debt to achieve its objectives, if required.

(d) Unforeseen risk

There may be other risks which the Directors are unaware of at the time of issuing this Prospectus which may impact on the Company, its operation and/or the valuation and performance of the Company’s Securities.

(e) Combination of risks

The Company may not be subject to a single risk. A combination of risks, including any of the risks outlines in this Section could affect the performance valuation, financial performance and prospects of the Company.

(f) General economic climate
(g) Factors such as inflation, currency fluctuation, interest rates and supply and demand have an impact on operating costs, and stock market prices. The Company’s future revenues and Securities price may be affected by these factors, which are beyond the Company’s control.

3.4 Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the New Options offered under this Prospectus. Therefore, New Options issued pursuant to this prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those New Options.

Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for New Options pursuant to this Prospectus.

4. Effect of the Offer

4.1 Capital Structure on completion of the Offer

Assuming all New Options offered under this Prospectus are issued and no Options are exercised prior to the Record Date, the effect of the Offer on the capital structure of the Company is set out below.

	Shares	Options	Performance Shares	Performance Rights
Balance at the date of this Prospectus	98,753,540(1)	28,987,493(2)	12,000,000(3)	6,250,000(4)
New Options to be issued under the Offer	-	32,917,601	-	-
Balance on completion of the Offer	98,753,540(1)	61,905,094	12,000,000(3)	6,250,000(4)
Notes: 1. Includes 2,766,666 Shares escrowed to 6 October 2018 and 2,766,666 Shares escrowed to 6 April 2019. 2. Comprises the following: a. 1,000,000 unlisted Options exercisable at $0.10 on or before 23 October 2018; b. 24,144,650 unlisted Options exercisable at $0.20 on or before 23 October 2018; and c. 3,542,843 unlisted Options exercisable at $0.08 on or before 24 March 2019. 3. Comprising 6,400,000 class A Performance Shares, 2,300,000 class B Performance Shares, 2,300,000 class C Performance Shares and 1,000,000 class D Performance Shares with various performance milestones relating to the Arden Zinc Project and the Bonaventura Zinc Project all expiring 5 years from grant. 4. Performance Rights held by management issued under the Company’s Performance Rights Plan (adopted 6 April 2018) subject to vesting conditions and expiring 5 years from grant.

4.2 Pro Forma Statement of Financial Position

urrent Assets ash and cash equivalents rade and other eceivables ther current assets otal Current Assets on-Current Assets lant and equipment xploration and evaluation xpenditure	Auroch Pro forma adjustments Auroch Audited pro forma 31-Dec-17 31-Dec-17 $ $ $ 5,016,304 557,449 5,540,591 1,686,636 1,686,636 -
	6,702,940 557,449 7,227,227
	19,140 19,140 45,071 763,600 808,671

Total Non-Current Assets TOTAL ASSETS Current Liabilities Trade and other payables Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses Total Equity		-
	64,211	763,600 827,811
	6,767,151	1,321,049 8,055,038
	100,501 100,501	100,501 - 100,501

	100,501	- 100,501

	6,666,651	1,321,049 7,954,538
	10,569,819 424,464 (4,327,632)	1,651,249 12,192,906 424,464 (335,200) (4,662,832)
	6,666,651	1,321,049 7,954538

Basis of Preparation

The above pro-forma statement of financial position has been prepared in accordance with the ASIC Regulatory Guide to Disclosing Pro-Forma Financial Information.

The pro forma statement of financial position as at 31 December 2017 is based on the audited half year financial report for the period ended 31 December and have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business.

The statements of financial position as at 31 December 2017 have been prepared to provide Shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

The pro forma statement of financial position is based on the audit reviewed statement of financial position as at 31 December 2017 and has then been adjusted to reflect the following material transactions:

Pro-forma Adjustments

The cash and cash equivalents balance does not account for movements since 31 December 2017 except as set out below.

The issue of 32,917,601 New Options at an issue price of $0.02 each to raise $658,352 less costs of the Offer of approximately $49,100.
The issue of a total of 9,800,000 Shares as part of the consideration for the acquisition of the Arden Zinc Project and Bonaventura Zinc Project completed on 6 April 2018 (valued at $0.092 per Share (being the closing price of the Company's shares on the day of issue). The Company also paid a cash payment of $150,000 to the vendors as part of the consideration for the acquisition.
The issue of 51,000 Shares and 56,483 Shares to consultants on 6 April 2018 and 21 May 2018 respectively in lieu of consultancy fees. The Shares have been valued at $0.10 and $0.09 respectively based on the closing price of the Company's shares on the day of issue.
The issue of 1,750,000 Shares on 18 June 2018 on conversion of Performance Rights.

4.3 Substantial holders

Based on publicly available information as at 19 June 2017, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Shareholder	Shares	%
Rare Earth Minerals PLC	6,500,000	6.70%
Resource Holdings PtyLtd	6,000,000	6.08%
6466 Investments PtyLtd	5,048,333	5.11%

The Offers will have no effect on the quantity of Shares held by these substantial Shareholders as only New Options are being issued.

4.4 Market price of Shares

The highest and lowest market sale prices of the Company’s Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales were:

Highest: $0.011 per Share on 11 April 2018. Lowest: $0.078 per Share on 19 June 2018.

The last available market sale price of Shares on ASX prior to the date of this Prospectus was $0.078 per Share on 19 June 2018.

4.5 Dividend policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

5. Additional information

5.1 Terms and conditions of New Options

(a) Each New Option entitles the holder to subscribe for one Share upon exercise of the New Option.
(b) The New Options have an exercise price of $0.10 ( Exercise Price ) and an expiry date of 30 November 2021 ( Expiry Date ).
(c) The New Options are exercisable at any time on or prior to the Expiry Date.
(d) Subject to paragraph (e) below, The New Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each New Option being exercised. Any Notice of Exercise of a New Option received by the Company will be deemed to be a notice of the exercise of that New Option as at the date of receipt.
(e) If the price of Shares trades above a price of $0.50 for a period of 14 consecutive trading days ( Trading Milestone ), the Company may give each New Optionholder a written notice requiring that they exercise their New Options within 45 days ( Accelerated Exercise Notice ). If a New Optionholder does not exercise their New Options with 45 days of the Company giving an Accelerated Exercise Notice ( Accelerated Exercise Period ), the Option will expire at the end of the Accelerated Exercise Period (rather than on the Expiry Date). Any Accelerated Exercise Notice given by the Company must be given within 7 days of the Trading Milestone being achieved.
(f) Shares issued on exercise of the New Options will rank equally with the then shares of the Company.
(g) Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the New Options.
(h) After a New Option is validly exercised, the Company must, within, 30 days of the notice of exercise and receipt of cleared funds equal to the sum payable on the exercise of the New Option:
(i) issue the Share; and
(ii) do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 business days after issuing the Shares.
(i) There are no participation rights or entitlements inherent in the New Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the New Options. However, the Company will give holders of the New Options notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.
(j) 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 a New Option will be increased by the number of Shares which the New Optionholder would have received if the New Optionholder had exercised the New Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

(k) If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of a New Option will be reduced according to the following formula:
New exercise price = O - E[P (S+D)]

N+1

O = the old Exercise Price of the New Option.
E = the number of underlying Shares into which one New 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 Share.
(l) If there is any reconstruction of the issued share capital of the Company, the rights of the New Optionholders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.
(m) The Company will not apply to ASX for quotation of the New Options.
(n) The New Options are transferable.
(o) Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the New Options with the appropriate remittance should be lodged at the Company's share registry.

5.2 Rights attaching to Shares

A summary of the rights attaching to Shares, being the underlying securities of the Options, in the Company is set out below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. Investors should seek legal advice to obtain a definitive assessment of the rights and liabilities which attach to Shares in specific circumstances.

The Shares to be issued on exercise of the New Options offered under this Prospectus will rank equally with the existing Shares.

(a) Voting

At a general meeting, on a show of hands every Shareholder present in person has one vote. At the taking of a poll, every Shareholder present in person or by proxy and whose Shares are fully paid has one vote for each of his or her Shares. On a poll, the holder of a partly paid share has a fraction of a vote with respect to the Share. The fraction is equivalent to the proportion which the amount paid (not credited) bears to the total amount paid and payable (excluding amounts credited).

(b) General Meetings

Each Shareholder is entitled to receive notice of, attend and vote at general meetings of the Company and to receive all notices, financial statements and other documents required to be sent to Shareholders under the Constitution, the Corporations Act and the Listing Rules.

(c) Dividends

The Directors may pay to Shareholders any interim and final dividends as, in the Directors' judgement, the financial position of the Company justifies. The Directors may fix the amount, the record date for determining eligibility and the method of payment. All dividends must be paid to the Shareholders in proportion to the number of, and the amount paid on (no credited), the Shares held.

(d) Transfer of Shares

Generally, all Shares in the Company are freely transferable subject to the procedural requirements of the Constitution, and to the provisions of the Corporations Act, the Listing Rules and the ASX Operating Rules. The Directors may decline to register an instrument of transfer received where the transfer is not in registrable form or where refusal is permitted under the Listing Rules or the ASX Operating Rules. If the Directors decline to register a transfer the Company must give reasons for the refusal. The Directors must decline to register a transfer when required by the Corporations Act, the Listing Rules or the ASX Operating Rules.

(e) Variation of Rights

The Company may only modify or vary the rights attaching to any class of shares with the prior approval by a special resolution of the shareholders of the shares of that class, or with the written consent of the holders of at least three-quarters of the issued shares of that class.

(f) Directors

The minimum number of Directors is three. Currently, there are three Directors. Directors, other than the managing Director, must retire on a rotational basis so that one-third of Directors must retire at each annual general meeting. No Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment. The Directors may appoint a director either in addition to existing Directors or to fill a casual vacancy, who then holds office until the next general meeting.

(g) Decisions of Directors

Questions arising at a meeting of Directors are decided by a majority of votes. The Chairman has a casting vote.

(h) Issue of Further Shares

Subject to the Constitution, the Corporations Act and the Listing Rules, the Directors may issue, or grant options in respect of, Shares to such persons on such terms as they think fit. In particular, the Directors may issue preference shares, including redeemable preference shares, and may issue shares with preferred, deferred or special rights or restrictions in relation to dividends, voting, return of capital and participation in surplus on winding up.

(i) Alteration to the Constitution

The Constitution can only be amended by a special resolution passed by at least 75% of Shareholders present and voting at a general meeting. At least 28 days' notice of the intention to propose the special resolution must be given.

(j) ASX Listing Rules Prevail

To the extent that there are any inconsistencies between the Constitution and the Listing Rules, the Listing Rules prevail.

5.3 Underwriting Agreement

The Company has entered into the Underwriting Agreement on 19 June 2018 with the Underwriter ( Underwriting Agreement ) to underwrite the full amount of New Options to be issued under the Offer. Under the Underwriting Agreement, the Company has agreed to pay the Underwriter an underwriting fee equal to 2.5% of the amount of this 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).

Pursuant to the Underwriting Agreement, the Underwriter is obliged to subscribe for, or procure subscriptions for, such number of New Options equal to the maximum number of New Options to be issued under the Offer less the number of New Options for which valid applications have been received from Eligible Shareholders by the Closing Date.

The Underwriter must subscribe for, or procure subscriptions for, all New Options not taken up by Eligible Shareholders under the Offer within 3 months of the Closing Date.

The Underwriter may terminate the Underwriting Agreement at any time before the issue of the Underwritten New Options without cost or liability if:

the Company fails to perform an obligation under the Underwriting Agreement;
the Prospectus or the Offer is withdrawn by the Company;
the closing price for Shares on ASX is less than $0.07 for a period of 5 consecutive trading days; or
the S&P/ASX 300 Energy (Sector) Index falls by 10% or more below its level at the close of business on the business day prior to the date of the Underwriting Agreement and remains at that level for a period of 5 consecutive trading days.

The Underwriter has given representations and warranties in favour of the Company which are customary for an agreement of this nature.

5.4 Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the securities market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Company's Securities.

The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a Directors' statement and report, and an audit review or report.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 5.5 below).

5.5 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it during the period of the issue, a copy of:

(a) the Annual Financial Report of the Company for the financial year ended 30 June 2017, being the last financial year for which an annual financial report has been lodged with ASIC in relation to the Company before the issue of this Prospectus; and
(b) the following continuous disclosure notices given by the Company to notify the ASX of information relating to the Company during the period from the date of lodgement of the Annual Financial Report referred to in paragraph (a) and before the date of issue of this Prospectus are as follows:

Date Lodged	Subject of Announcement
19/06/2018	Change of Director Interest Notice – R Gaffney
19/06/2018	Change of Director Interest Notice – G Whiddon
18/06/2018	Appendix 3B and Cleansing Notice
13/06/2018	IP Survey Commences at the Bonaventura Project
07/06/2018	Change of Director's Interest Notice - G Whiddon & R Gaffney
07/06/2018	Initial Director's Interest Notice
07/06/2018	Final Director's Interest Notice
05/06/2018	Appointment of Chief Executive Officer and Board Changes
01/06/2018	Aeromagnetics Survey Commences at the Arden Project
23/05/2018	Singapore 1-2-1 Conference May 2018 - Investor Presentation
21/05/2018	Appendix 3B and Cleansing Notice
21/05/2018	Geophysical Update for the Bonaventura Project
17/05/2018	Geophysical Update for the Arden Project
11/05/2018	High-Grade Zinc and Gold Results from Bonaventura Project
09/05/2018	Alcoutim - Termination of Agreement - Portugal
02/05/2018	Investor Presentation May 2018
30/04/2018	Tisova - Option not to be exercised - Czech Republic
18/04/2018	Quarterly Cashflow Report
18/04/2018	Quarterly Activities Report
11/04/2018	Appendix 3B
11/04/2018	Spectacular Results from Arden Base-Metals Project
09/04/2018	Appendix 3B
09/04/2018	Completion of Acquisition and Cleansing Statement
06/04/2018	Results of Meeting
20/03/2018	Tisova - Option Period Extended to April 30, 2018
13/03/2018	Half Yearly Report and Accounts - 31 December 2017
08/03/2018	Notice of General Meeting/Proxy Form

Date Lodged	Subject of Announcement
06/03/2018	Auroch Acquires Two High-Grade Zinc Projects - Australia
01/02/2018	Quarterly Activities Report
01/02/2018	Quarterly Cashflow Report
12/01/2018	Change of Share Registry Details
08/01/2018	Remaining Assay Results -Tisova Project - Czech Republic
27/12/2017	Final settlement proceeds received from Xtract Resources Plc
15/12/2017	Change of Management
04/12/2017	Tisova Co Au Cu Project Update - Czech Republic
27/11/2017	Drilling Completed -Tisova Co Au Cu Project - Czech Republic
23/11/2017	Results of Meeting
21/11/2017	Settlement proceeds received from Xtract Resources Plc
08/11/2017	Cobaltite Identified in Drilling - Tisova - Czech Republic
30/10/2017	Quarterly Cashflow Report
30/10/2017	Quarterly Activities Report
26/10/2017	Cobalt Minerals Identified - Tisova Project - Czech Republic
24/10/2017	Appendix 3B
20/10/2017	Notice of Annual General Meeting
12/10/2017	Response to ASX Volume Query
05/10/2017	Appendix 4G and Corporate Governance Statement
04/10/2017	Updated-Sulphide Mineralisation intersected-Alcoutim Cu-Zn

The following documents are available for inspection throughout the application period of this Prospectus during normal business hours at the registered office of the Company at Unit 5, Ground Floor, 1 Centro Avenue, Subiaco WA 6008, Australia:

(i) this Prospectus;
(ii) Constitution; and

(iii) the consents referred to in Section 5.11 and the consents provided by the Directors to the issue of this Prospectus.

5.6 Information excluded from continuous disclosure notices

Other than as disclosed in this Prospectus, there is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules, and which is required to be set out in this Prospectus.

5.7 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the New Options under this Prospectus.

5.8 Directors' interests

(a) Interests

Except as disclosed in this Prospectus, no Director, and no firm in which a Director has an interest:

(i) has any interest, nor has had any interest in the last two years prior to the date of this Prospectus, in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(ii) has been paid or given, or will be paid or given, any amount or benefit to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Offer.
(b) Directors’ Holdings

Set out in the table below are details of the Directors' relevant interests in the Shares, Options and Performance Rights of the Company and their Entitlements at the date of this Prospectus:

Director	Shares	Options	Performance Shares	Performance Rights
Glenn Whiddon	2,374,976(1)	950,000(2)	-	2,250,000(3)
Ryan Gaffney	250,000	-	-	750,000(4)
Adam Santa Maria	1,500,000	-	1,000,000(5)	-
Notes: 1. 6466 Investments Pty Ltd and MIMO Strategies Pty Ltd, entities controlled by Mr Whiddon’s spouse Jane Whiddon, also hold 5,048,333 Shares and 2,961,318 Shares a respectively. Mr Whiddon has no relevant interest in the Shares held by 6466 Investments Pty Ltd or MIMO Strategies Pty Ltd as Jane Whiddon is the controller of these entities. They have been noted here for good corporate governance purposes. 2. Comprising 637,488 unlisted Options exercisable at $0.08 on or before 31 December 2018 and 950,000 unlisted Options exercisable at $0.20 on or before 23 October 2018. MIMO Strategies Pty Ltd, an entity controlled by Mr Whiddon’s spouse Jane Whiddon, also hold 3,080,659 Options. Mr Whiddon has no relevant interest in the Options held by MIMO Strategies Pty Ltd as Jane Whiddon is the controller of this entity. They have been noted here for good corporate governance purposes. 3. Performance Rights were issued to Mr Whiddon as per Shareholder approval on 6 April 2018. The Performance Rights have been issued in accordance with the Company's Performance Rights Plan and vest 25% on grant date and 25% every 6 months thereafter, provided that Mr Whiddon remains employed or contracted by the Company. 4. Performance Rights were issued to Mr Gaffney as per Shareholder approval on 6 April 2018. The Performance Rights have been issued in accordance with the Company's Performance Rights Plan and vest 25% on grant date and 25% every 6 months thereafter, provided that Mr Gaffney remains employed or contracted by the Company. 5. Comprising Class D Performance Shares which vest if any of the performance milestones applicable to Class A, Class B and Class C Performance Shares are achieved. Refer to Notice of Meeting issued on 8 March 2018 for milestone details.

Mr Whiddon and Mr Santa Maria have advised the Company that they intend to take up their full Entitlements under the Offer. Mr Gaffney does not hold any Shares in

the Company and accordingly does not have any entitlement to participate in the Offer.

In accordance with the Constitution, on 11 February 2011 Shareholders approved an aggregate amount of up to $250,000 per annum to be paid as non-executive Directors’ fees.

Mr Glenn Whiddon currently receives an annual salary of $36,000 (exclusive of superannuation) for his role as Executive Director of the Company.

Mr Ryan Gaffney currently receives an annual salary of $24,000 (exclusive of superannuation) for his role as Non-Executive Director of the Company.

Mr Adam Santa Maria currently receives an annual salary of $36,000 (exclusive of superannuation) for his role as Non-Executive Director of the Company.

Payments of Director's fees are in addition to any payments to Directors in any employment or consultancy capacity and other bonuses payable in respect of asset sale transactions where applicable.

The current Directors were appointed to the Board of the Company as follows:

(a) Glenn Whiddon – 2 November 2012;
(b) Ryan Gaffney – 26 June 2016; and
(c) Adam Santa Maria – 5 June 2018.

The Directors have received, or are entitled to receive, the following remuneration for the two years prior to the date of this Prospectus.

Director	Salary & Fees (2017) $	Salary & Fees (2018) $	Super- annuation $	Share Based Payments $	Total
Glenn Whiddon	322,560(1)	148,296(4)	-	75,000	545,855
Ryan Gaffney	47,000(2)	54,000(5)	-	25,000	126,000
Adam Santa Maria(3)		-	-	-	-
Notes: 1. Comprising $39,000 in Director's fees and $233,560 in consultancy fees and a bonus of $50,000 in respect of the Manica asset sale transactions. 2. Comprising $28,000 in Director's fees and $19,000 in consultancy fees. 3. Mr Santa Maria was appointed as a Non-Executive Director on 5 June 2018 and has not yet received any Director's fees or other fees from the Company. Pursuant to a corporate and financial advisor mandate, Discovery Capital Pty Ltd, an entity related to Mr Santa Maria, provides advisory services to the Company for a monthly advisory fee of $7,500. Discovery Capital Pty Ltd also received a success fee of $50,000 from the Company as part of the acquisition of the Arden and Bonaventura projects, which completed in April 2018. 4. Comprising $30,000 in Director's fees and $118,296 in consultancy fees. 5. Comprising $22,000 in Director's fees and $32,000 in consultancy fees.

5.9 Interests of Named Persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

(a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Offer.

GTP Legal will be paid fees of approximately $15,000 (plus GST) in relation to the preparation of this Prospectus and related matters regarding the capital raising. In the past two years, GTP Legal has been paid or is entitled to be paid approximately $126,273.50 (including GST) for the provision of legal services to the Company.

The Underwriter will be paid gross fees of approximately $16,500 (excluding applicable taxes) in relation to its services as Underwriter to the Offer. In the past two years, the Underwriter has not received any fees from the Company.

5.10 Expenses of the Offer

The estimated expenses of the Offer are as follows:

Expenses	$
ASIC lodgement fee	2,400
ASXquotation fee	12,150
Underwriter fees	16,500
Legal expenses	15,000
Share registryexpenses	3,050
Total	$49,100

5.11 Consents

The following consents have been given in accordance with the Corporations Act and have not been withdrawn as at the date of lodgement of this Prospectus with ASIC:

Clarion Finance Pte Ltd has given, and has not withdrawn, its written consent to being named in this Prospectus as the Underwriter to the Offer. Clarion Finance Pte Ltd has not authorised or caused the issue of this Prospectus or the making of the Offer under this Prospectus. Clarion Finance Pte Ltd makes no representation regarding, and to the extent permitted by law excludes any responsibility for, any statements in or omissions from any part of this Prospectus.

GTP Legal has given, and has not withdrawn, their written consent to being named in this Prospectus as solicitors to the Company. GTP Legal has not authorised or caused the issue of this Prospectus or the making of the Offer under this Prospectus. GTP Legal makes no representation regarding, and to the extent permitted by law excludes any responsibility for, any statements in or omissions from any part of this Prospectus.

Automic Registry Services has given and, as at the date hereof, has not withdrawn, its written consent to be named as share registry in the form and context in which it is named. Automic Registry Services has had no involvement in the preparation of any part of this Prospectus other than being named as share registrar of the Company. Automic Registry Services has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Prospectus.

6. Authorisation

This Prospectus is authorised by each of the Directors of the Company.

This Prospectus is signed for and on behalf of Company by:

==> picture [74 x 55] intentionally omitted <==

Glenn Whiddon Executive Chairman Dated: 20 June 2018

7. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$ means Australian dollars.

Acceptance means a valid application for New Options made pursuant to this Prospectus on an Entitlement and Acceptance Form.

Annual Financial Report means the financial report lodged by the Company with ASIC in respect to the financial year ended 30 June 2017 and includes the corporate directory, Shareholder information, Directors’ declaration, financial statements and the notes thereto, of the Company and its controlled entities for the period ended 30 June 2017, together with a Directors’ report in relation to that financial year and the auditor’s report.

Applicant means a person who submits an Entitlement and Acceptance Form.

Application Monies means application monies for New Options received by the Company.

ASIC means Australian Shares and Investments Commission.

ASTC means ASX Settlement Pty Ltd ACN 008 504 532.

ASX means ASX Limited ACN 008 624 691.

Board means the Directors meeting as a board.

CHESS means ASX Clearing House Electronic Subregister System.

Closing Date means the date identified as such in the proposed timetable or such later date as the Directors may determine.

Company means Auroch Minerals Ltd ACN 148 966 545.

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company as at the date of this Prospectus.

Eligible Shareholder means a person registered as the holder of Shares on the Record Date whose registered address is in Australia or New Zealand.

Entitlement means an Eligible Shareholder’s entitlement to New Options under the Offer as determined on the Record Date.

Entitlement and Acceptance Form or Form means the entitlement and acceptance form attached to this Prospectus that sets out the entitlement of Shareholders to subscribe for New Options pursuant to the Offer.

Issuer Sponsored means securities issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

Listing Rules means the Listing Rules of the ASX.

New Option means an unlisted option on terms and conditions in Section 5.1.

Offer has the meaning in Section 1.1.

Official List means the official list of ASX.

Official Quotation means quotation of Securities on the Official List.

Option means an option to acquire a Share.

Performance Right means performance rights which convert on a one for one basis to Shares upon exercise subject to the achievement of certain vesting conditions and/or performance milestones prior to the relevant expiry date.

Performance Share means a performance share which convert on a one for one basis to Shares upon the achievement of certain performance milestones prior to the relevant expiry date.

Prospectus means this prospectus dated 20 June 2018.

Record Date means the date specified as such in the proposed timetable.

Section means a section of this Prospectus.

Security means a Share, an Option, a Performance Share or a Performance Right.

Shareholder means a holder of Shares.

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

Underwriter means Clarion Finance Pte Ltd.

Underwriting Agreement has the meaning in Section 5.3.

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