ORE RESOURCES LIMITED — Capital/Financing Update 2021

Aug 10, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

AUROCH MINERALS LTD

Announcement Type

New announcement

Date of this announcement

10/8/2021

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Exercisable once vested on or before 5 years from grant	1,180,000
confirmed	date, vesting after 12 mth of cont service.
New class-code to be	Exercisable if share price reached $0.40, and vesting after	2,220,000
confirmed	12 months of continuous service.
New class-code to be	Exercisable if share price reached $0.50, and vesting after	2,470,000
confirmed	24 months of continuous service
New class-code to be	Exercisable if share price reached $0.60, and vesting 36	2,970,000
confirmed	mths of continuous service.
New class-code to be	Exercisable once vested on or before 5 years from grant	150,000
confirmed	date, vesting immediately
New class-code to be	Exercisable once vested on or before 5 years from grant	1,180,000
confirmed	date, vesting after 24 mth of cont service
New class-code to be	Exercisable 5yrs from grant date if the price hits $0.50 target,	5,300,000
confirmed	and 60mths of continuous service.
New class-code to be	Exercisable once vested on or before 5 years from grant	780,000
confirmed	date, vesting after 36 mth of cont service

Proposed +issue date

25/11/2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

AUROCH MINERALS LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

91148966545

1.3 ASX issuer code

AOU

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

10/8/2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Proposed issue of securities

2 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	Yes
Yes
ASX +security code	+Security description
New class-code to be confirmed	Exercisable once vested on or before 5 years from grant date, vesting after 12
	mth of cont service.

+Security type

Performance options/rights

Number of +securities proposed to be issued

1,180,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Proposed issue of securities

3 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Please describe the consideration being provided for the +securities

Securities are been issued to a KMP and employees for nil consideration as a long-term incentive

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 236,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? No

If some of the issued +securities do not rank equally Is the actual date from which the +securities will rank equally (non-ranking end date) known? No

Provide the estimated non-ranking end period 10 August 2026 Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason

Shares issued upon conversion and exercise of the Performance Rights and Incentive Options and the Performance Rights and Incentive Options will rank equally with all fully paid ordinary shares on issue.

Performance options/rights details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0000 10/8/2026

Details of the type of +security that will be issued if the option is exercised

AOU : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

1,180,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02405578-6A1045158?access_token=8 3ff96335c2d45a094df02a206a39ff4

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

Proposed issue of securities

4 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Details of +securities proposed to be issued

==> picture [495 x 630] intentionally omitted <==

----- Start of picture text -----

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from Will the entity be seeking quotation
ASX that the terms of the proposed of the 'new' class of +securities on
+securities are appropriate and ASX?
equitable under listing rule 6.1? Yes
Yes
ASX +security code +Security description
New class-code to be confirmed Exercisable if share price reached $0.40, and vesting after 12 months of
continuous service.
+Security type
Performance options/rights
Number of +securities proposed to be issued
2,220,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Securities are been issued to a KMP and employees for nil consideration as a long-term incentive
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
444,000.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
No
If some of the issued +securities do not rank equally
Is the actual date from which the +securities will rank equally (non-ranking
end date) known?
No
Provide the estimated non-ranking end period
10 August 2026
Please state the extent to which the +securities do not rank equally:
In relation to the next dividend, distribution or interest payment; or
For any other reason
Shares issued upon conversion and exercise of the Performance Rights and Incentive Options and the Performance
Rights and Incentive Options will rank equally with all fully paid ordinary shares on issue.
----- End of picture text -----

Proposed issue of securities

5 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Performance options/rights details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.0000 10/8/2026

Details of the type of +security that will be issued if the option is exercised

AOU : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

2,220,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02405578-6A1045158?access_token=8 3ff96335c2d45a094df02a206a39ff4

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional Yes securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes Yes

ASX +security code +Security description

New class-code to be confirmed Exercisable if share price reached $0.50, and vesting after 24 months of continuous service

+Security type

Performance options/rights

Number of +securities proposed to be issued

2,470,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Proposed issue of securities

6 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Please describe the consideration being provided for the +securities

Securities are been issued to a KMP and employees for nil consideration as a long-term incentive

Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
494,000.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
No
If some of the issued +securities do not rank equally
Is the actual date from which the +securities will rank equally (non-ranking
end date) known?
No
Provide the estimated non-ranking end period
10 August 2021
Please state the extent to which the +securities do not rank equally:
In relation to the next dividend, distribution or interest payment; or
For any other reason
Shares issued upon conversion and exercise of the Performance Rights and Incentive Options and the Performance
Rights and Incentive Options will rank equally with all fully paid ordinary shares on issue.
Performance options/rights details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0000	10/8/2026
Details of the type of +security that will be issued if the option is exercised
AOU : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
2,470,000
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02405578-6A1045158?access_token=8 3ff96335c2d45a094df02a206a39ff4
Attaching +Security
Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX)
or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)?
New class

Proposed issue of securities

7 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes Yes ASX +security code +Security description New class-code to be confirmed Exercisable if share price reached $0.60, and vesting 36 mths of continuous service. +Security type Performance options/rights Number of +securities proposed to be issued 2,970,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities Securities are been issued to a KMP and employees for nil consideration as a long-term incentive Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 594,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? No If some of the issued +securities do not rank equally Is the actual date from which the +securities will rank equally (non-ranking end date) known? No Provide the estimated non-ranking end period 10 August 2026 Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason Shares issued upon conversion and exercise of the Performance Rights and Incentive Options and the Performance Rights and Incentive Options will rank equally with all fully paid ordinary shares on issue.

Proposed issue of securities

8 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Performance options/rights details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.0000

Expiry date 10/8/2026

Details of the type of +security that will be issued if the option is exercised

AOU : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

2,970,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02405578-6A1045158?access_token=8 3ff96335c2d45a094df02a206a39ff4

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes Yes

ASX +security code

New class-code to be confirmed

+Security description

Exercisable once vested on or before 5 years from grant date, vesting immediately

+Security type

Performance options/rights

Number of +securities proposed to be issued

150,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Securities are been issued to a KMP and employees for nil consideration as a long-term incentive

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

30,000.000000

Proposed issue of securities

9 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Will all the +securities issued in this class rank equally in all respects from their issue date? No

If some of the issued +securities do not rank equally

Is the actual date from which the +securities will rank equally (non-ranking end date) known? No

Provide the estimated non-ranking end period

10 August 2021

Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason

Shares issued upon conversion and exercise of the Performance Rights and Incentive Options and the Performance Rights and Incentive Options will rank equally with all fully paid ordinary shares on issue.

Performance options/rights details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0000 10/8/2026

Details of the type of +security that will be issued if the option is exercised

AOU : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

150,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02405578-6A1045158?access_token=8 3ff96335c2d45a094df02a206a39ff4

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Proposed issue of securities

10 / 16

Proposed issue of securities

Details of +securities proposed to be issued

==> picture [21 x 22] intentionally omitted <==

==> picture [495 x 629] intentionally omitted <==

----- Start of picture text -----

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from Will the entity be seeking quotation
ASX that the terms of the proposed of the 'new' class of +securities on
+securities are appropriate and ASX?
equitable under listing rule 6.1? Yes
Yes
ASX +security code +Security description
New class-code to be confirmed Exercisable once vested on or before 5 years from grant date, vesting after 24
mth of cont service
+Security type
Performance options/rights
Number of +securities proposed to be issued
1,180,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Securities are been issued to a KMP and employees for nil consideration as a long-term incentive
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
236,000.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
No
If some of the issued +securities do not rank equally
Is the actual date from which the +securities will rank equally (non-ranking
end date) known?
No
Provide the estimated non-ranking end period
10 August 2026
Please state the extent to which the +securities do not rank equally:
In relation to the next dividend, distribution or interest payment; or
For any other reason
Shares issued upon conversion and exercise of the Performance Rights and Incentive Options and the Performance
Rights and Incentive Options will rank equally with all fully paid ordinary shares on issue.
----- End of picture text -----

Proposed issue of securities

11 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Performance options/rights details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.0000 10/8/2026

Details of the type of +security that will be issued if the option is exercised

AOU : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

1,180,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02405578-6A1045158?access_token=8 3ff96335c2d45a094df02a206a39ff4

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional Yes securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes Yes

ASX +security code +Security description

New class-code to be confirmed Exercisable 5yrs from grant date if the price hits $0.50 target, and 60mths of continuous service.

+Security type

Performance options/rights

Number of +securities proposed to be issued

5,300,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

==> picture [9 x 9] intentionally omitted <==

No

Proposed issue of securities

12 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Please describe the consideration being provided for the +securities

Securities are been issued to a KMP and employees for nil consideration as a long-term incentive

Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
1,060,000.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
No
If some of the issued +securities do not rank equally
Is the actual date from which the +securities will rank equally (non-ranking
end date) known?
No
Provide the estimated non-ranking end period
10 August 2026
Please state the extent to which the +securities do not rank equally:
In relation to the next dividend, distribution or interest payment; or
For any other reason
Shares issued upon conversion and exercise of the Performance Rights and Incentive Options and the Performance
Rights and Incentive Options will rank equally with all fully paid ordinary shares on	issue.
Performance options/rights details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0000	10/8/2026
Details of the type of +security that will be issued if the option is exercised
AOU : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
5,300,000
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02405578-6A1045158?access_token=8 3ff96335c2d45a094df02a206a39ff4

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)?

Proposed issue of securities

13 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)	ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	Yes
Yes
ASX +security code	+Security description
New class-code to be confirmed	Exercisable once vested on or before 5 years from grant date, vesting after 36
	mth of cont service
+Security type
Performance options/rights
Number of +securities proposed to be	issued
780,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities Securities are been issued to a KMP and employees for nil consideration as a long-term incentive
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
156,000.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
No
If some of the issued +securities do not rank equally
Is the actual date from which the +securities will rank equally (non-ranking
end date) known?
No
Provide the estimated non-ranking end period 10 August 2026

Proposed issue of securities

14 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason

Shares issued upon conversion and exercise of the Performance Rights and Incentive Options and the Performance Rights and Incentive Options will rank equally with all fully paid ordinary shares on issue

Performance options/rights details

+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 0.0000	10/8/2026
Details of the type of +security that will be issued if the option is exercised
AOU : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

780,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02405578-6A1045158?access_token=8 3ff96335c2d45a094df02a206a39ff4

Part 7C - Timetable

7C.1 Proposed +issue date

25/11/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

25/11/2021

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

Proposed issue of securities

15 / 16

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities

Securities are been issued to a KMP and employees for nil consideration as a long-term incentive

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12 months in a manner that would breach section 707(3) or 1012C(6)

Proposed issue of securities

16 / 16