ORE RESOURCES LIMITED — Interim / Quarterly Report 2014

Jul 30, 2014

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Quarterly Activities Report as at 30 June 2014

ASX Code: AOU

OVERVIEW

Securities on Issue:

33,310,015 fully paid ordinary shares (quoted)

25,000,000 fully paid ordinary shares (restricted)

21,800,000 partly paid shares (restricted)

4,000,000 options exercisable at $0.15 expiring 18/7/2016

• Binding agreement to acquire 340km[2 ] of further highly prospective exploration ground in the Manica and Sofala Provinces, Mozambique

• Variation to Manica acquisition agreement

• Board and Management restructure

• Capital raising completed

• Geological and Metallurgical Review of Fair Bride

Directors

Glenn Whiddon (Executive Chairman)

Nicholas Ong (Non-executive Director)

Mozambique-focused emerging gold producer, Auroch Minerals NL (ASX:AOU) ( Auroch or the Company ) is pleased to provide shareholders with the following quarterly activities report on the Company’s recent activities.

Consolidation of Mozambique Ground

Jan Nelson (Non-executive Director)

Company Secretary

Matthew Foy

Contact

Office J, Level 2 1139 Hay Street West Perth WA 6005

Tel: +61 8 9486 4036 Fax: +61 8 9486 4799

During the quarter the Company advised that it reached conditional agreement with Republic Gold Limited (ASX:RAU) ( Republic ) to acquire African Stellar Mozambique Limitada ( ASMoz ), the holder of three prospecting licences and four prospecting licence applications in the Manica and Sofala Provinces of Mozambique.

The agreement is subject to the completion of certain conditions precedent, including any ministerial consent and regulatory approval as required by Republic or the Company. Auroch will seek shareholder approval for the issue of the consideration securities.

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Terms of Acquisition

Auroch will acquire 100% of ASMoz for the following consideration:

• 6,538,462 ordinary Auroch shares.

• 6,538,462 options exercisable at $0.15 on or before 31 December 2016.

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Figure 1: OMM Greenstone belt overlain with Auroch Minerals’ Project Location, Republic Gold’s Prospecting Licence (5026L), licence application (6475L) and Baobab Resources plc’s Prospecting Licence (1022L) subject to a proposed Joint Venture agreement with Auroch.

Mucurumadzi Project (5026L)

Republic acquired ASMoz in April 2013 and has since completed an 8-hole drill programme intersecting high-grade gold mineralisation at the Mucurumadzi Project, located directly along strike from Auroch’s 73,600oz Guy Fawkes Project ( Figure 2 ). The mineralised zone is located at the sheared contact of a talc-chlorite schist and meta-sediment unit. The mineralised zone strikes northnorthwest to northwest and dips vertically. The zone is thought to be hosted within the sheared out hinge zone of a tightly folded structure. Disseminated sulphides and fracture-hosted sulphide mineralisation occurs predominantly within the competent folded meta-sediment unit.

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Figure 2: Republic’s soil sampling and 8-hole Mucurumadzi drill program (Source: RAU.ASX Release 3 December 2013)

Republic recently conducted a preliminary assessment of the alluvial potential of the auriferous cobble-gravel (i.e. “alluvial gold”) deposit located along the southern bank of the Revue River within the south-western corner of the Mucurumadzi licence (5026L) ( Figure 3 ). Selected grab sampling has been conducted in 25 shafts from the base of the cobble-boulder unit and show grades as high as 4.46 grams per loose cubic metre (RAU ASX Announcement 21 January 2014).

Gondola Project (5000L)

The geology of the Gondola Licence area presents mobile belt associated grass roots lode gold target possibilities. An unusual pegmatite-associated native gold occurrence is reportedly being mined at present by artisanal miners on this licence.

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Figure 3: Mucurumadzi Project Licence (5026L) (Source: RAU.ASX Release 21 January 2014)

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Figure 4: Gondola Licence (Source: RAU.ASX Release 25 November 2013)

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Sussundenga Project (4800L)

Republic targeted this licence for near surface, bulk tonnage gold targets. The total licence area is 245km[2] covering a regional contact margin between the Zimbabwe Craton and adjacent Mozambique Belt. The gold deposit model is thought to be an intrusive related gold style with gold hosted within the vein segregations in the gneiss. (RAU ASX Announcement 25 November 2013). While a first-pass exploration programme has been completed over a small area, minimal exploration activity has occurred at the Sussundenga Licence ( Figure 5 ). Auroch management believe the licence represents a reasonably high level grass roots exploration opportunity over a large area.

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Figure 5: Sussundenga Licence showing mineral occurrences in the vicinity (Source: RAU.ASX Release 25 November 2013)

The Sussundenga and Gondola Project areas are largely underexplored and their potential will be assessed, starting with reconnaissance field mapping in association with satellite imagery interpretation in order to develop specific target areas.

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Geological and Metallurgical Review of Fair Bride

The geological technical team commenced a comprehensive review of the geology of the Fair Bride deposit. This comprised the re-logging of the entire available diamond drill core and the reinterpretation of the geology and mineralised envelope. In addition, further metallurgical investigations were undertaken on representative samples of the deposit. This was on-going work during the quarter and forms the basis for a review of the mineral resource estimate for Fair Bride.

Corporate

Variation to Manica Acquisition Agreement

During the quarter, the Company advised it had reached agreement with Pan African Resources plc ( Pan African ) to extend the date to 30 September 2015 by which the Company must pay the remaining A$1.65 million cash consideration for the buyback or cancellation of Pan African’s existing Consideration Shares (25 million ordinary shares) and Deferred Consideration of Cash and shares, including its right to Deferred Cash Consideration.

Auroch will make the following payments which will be offset against the balance owing to Pan African upon completion of the acquisition:

• A$150,000 prior to 30 June 2014; and

• A$50,000 prior to 30 September 2014.

To date, Auroch has paid A$350,000 against the initial $2 million sum owing to Pan African. Following payment of the above extension payments prior to 30 September 2014, the balance of A$1,450,000 will be payable to Pan African no later than 30 September 2015. In consideration for the extension of the payment date, Auroch has agreed to pay Pan African a fee of A$200,000 at the time of final payment, being 30 September 2015 ( Additional Fee ). If the outstanding balance is made prior to 30 September 2014 the Additional Fee is not payable and only the balance of A$1,450,000 is payable. In addition, the Company has agreed that 15% of funds raised under any equity raising will be allocated to reducing the balance owing to Pan African.

Board and Management Restructure

During the quarter, the Company advised of a board and management restructure whereby Dean Cunningham stepped down as Managing Director of Auroch as the Manica Gold Project gains momentum and moves into the development and construction phase. He remains as a consultant assisting the Chairman in securing ongoing project financing from South African Banks required for the development phase of the project.

Glenn Whiddon became the Company’s Executive Chairman and Professor Jim Porter assumed the role of Chief Operations Officer. Prof. Porter is a Consulting Engineer with 37 years’ operational, project management and consulting engineering experience. He is a Fellow of the Southern African

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Institute of Mining and Metallurgy and its President effective from August 2014. Prof. Porter is also visiting Adjunct Professor at the Centre of Mechanised Mining Systems at Wits University and Chairman and CEO of a gold exploration company in Zimbabwe.

The Company further advised of the appointment of Mr Nicholas Ong as Non-executive Director. Mr Ong spent seven years as a Principal Advisor at the ASX overseeing the listings of over a hundred companies. He has since worked as a director and company secretary to listed companies and has developed a wide network of private client advisers, high net worth individuals and sovereign fund managers. Mr Ong also currently holds the position of Executive Director of Excelsior Gold Limited (ASX:EXG).

Capital Raising Completed

During the quarter the Company advised that it had raised $800,000 via a convertible note facility. Proceeds from the raising will be used for working capital purposes. Pursuant to shareholder approval granted at a general meeting during the quarter, the debt facility may be converted into ordinary shares on the terms and conditions set out in Annexure 2.

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

Auroch Minerals NL Glenn Whiddon Chairman

T: +61 8 9486 4036 E: glenn@lagral.com

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Competent Person Statements

The information in this report that relates to Exploration Targets and Exploration Results is based on information compiled by Mr Gordon Koll who is a registered professional natural scientist (Pr.Sci.Nat.) under the South African Council for Natural Scientific Professions (SACNASP) and is a Fellow of the Geological Society of South Africa, which is a recognised professional organisation by the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code). Mr Koll is a full‐time employee of the Company. Mr Koll has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of The JORC Code. Mr Koll consents to the inclusion in this presentation of the matters based on the information in the form and context in which it appears.

The information in this report that relates to Mineral Resources at Fair Bride and Boa Esperança is based on information reviewed by Dr W.D. Northrop who is a consultant to ExplorMine and is appointed as Independent Geologist to Auroch Minerals NL project team. He is registered by the South African Council for Natural Scientific Professions as a Professional Natural Scientist in the field of practice of Geological Science, Registration Number 400164/87, and as such is considered to be a Competent Person. Dr Northrop has sufficient experience which is relevant to the styles of mineralisation and types of deposits under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Dr Northrop consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

The information in this Report that relates to in-situ Mineral Resources at Dot’s Luck and at Guy Fawkes is based on information compiled by David Williams of CSA Global Pty Ltd. David Williams takes responsibility for those parts of the report. He is a Member of the Australasian Institute of Mining and Metallurgy, and a Member of the Australian Institute of Geoscientists and has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity he is undertaking, to qualify as a Competent Person in terms of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code 2012 Edition). David Williams consents to the inclusion of such information in this Report in the form and context in which it appears.

The information in this report that relates to the Scoping Study is based on information reviewed by Professor Jim Porter who is a Fellow of the Southern African Institute of Mining and Metallurgy, visiting Professor to the Faculty of Engineering at the University of the Witwatersrand and has wide experience in gold deposits and mining methods as envisaged in the Scoping Study; accordingly he is a Competent Person in terms of the JORC code. In terms of the Scoping Study he is responsible for the Mineral Reserve Estimate and has reviewed and approved the Scoping Study section of this press release.

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About Auroch Minerals NL

Auroch Minerals NL (ASX:AOU) is exploring and developing the multi-million ounce Manica Gold Project, Mozambique. Auroch owns 100% of the Mining Concession which has a granted 25 year Mining Right and is the largest JORC Code compliant gold resource in Mozambique.

Manica Gold Project Sectors

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Table 2: Manica Gold Project 2014 MRE

Table 2: Manica Gold Project 2014 MRE	Table 2: Manica Gold Project 2014 MRE	Table 2: Manica Gold Project 2014 MRE	Table 2: Manica Gold Project 2014 MRE	Table 2: Manica Gold Project 2014 MRE	Table 2: Manica Gold Project 2014 MRE
		Cut-off Au (g/t)		Grade Au (g/t)
Category	Project Sector		Tons (000’)		Total Au (oz)
Measured	Fair Bride*	0.50	11,561	1.73	642,000
Total Measured Resources			11,561	1.73	642,000
Indicated	Fair Bride*	0.50 < 300 m	10,795	1.64	570,000
		1.00 > 300 m
	GuyFawkes	1.25	420	1.92	25,600
	Dot’s Luck	0.50	425	1.87	25,500
Total Indicated Resources			11,640	1.66	621,100
Inferred	Fair Bride*	0.50	24,598	1.83	1,449,000
	GuyFawkes	1.25	380	3.90	48,000
	Dot’s Luck	0.50	455	2.06	30,000
	Boa Esperança*	1.25	330	2.94	30,000
Total Inferred Resources			25,763	1.88	1,557,000
Total Manica Gold Project Resource			48,964	1.79	2,820,1001

1 Inclusive of the 1,025,904oz at 4.13g/t Au using a 3.0g/t cut-off

*This information was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.

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Annexure 1 - Definition of Non-Refractory and Refractory Resources

Exploration and test work completed to date on the Manica Gold Project indicates that there are several mineralisation types occurring over the Mining Concession (3990C) with the type of gold carrier defining the class of gold occurrence.

• Non-refractory ores can be defined as those ores where 90% or more of the contained gold is recoverable by conventional process routes such as gravity concentration, milling, and direct cyanide leaching. Where sulphides are the carrier additional selective grinding may be required dependent on the particle size.

• Refractory ores are defined as those that give gold recoveries of less than 90% when subjected to direct cyanidation or only give acceptable gold recoveries with the use of more complex pre-cyanidation techniques. Techniques commonly associated with recovering gold from refractory material are Bio-oxidation (BIOX), Pressure Oxidation (POX) or Roasting.

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Annexure 2 – Debt Facility Terms

1. Principal Amount: $800,000. 2. Term: 9 months. 3. Coupon Interest Rate:

From date of actual draw down, 12% per annum on the total amount drawn down.

1. Facility Fee:

5% payable in cash or shares (subject to Shareholder Approval), at the election of the Lenders. In the event the Lenders elect to receive shares in lieu of cash, the Borrower will issue up to 500,000 ordinary shares at a deemed issue price of 10 cents per share in lieu of the Facility Fee. The Facility Fee is payable within 1 month after Shareholder Approval and the Lenders must make the election to be paid in Shares at least 7 days prior to expiry of that 1 month period.

Subject to Shareholder Approval, the Borrower agrees to issue a total of 4,000,000 unlisted options to the Lenders, exercisable at $0.15 on or before the date which is two years from the date of issue (“ Options ”). The Options will be issued on the basis of 5 options per AUD$1 of face value. The Options will be issued as soon as practicable after Shareholder Approval, and in any case within 1 month after Shareholder Approval.

5. Conversion

Subject to Shareholder Approval, the Principal Amount and/or any accrued interest may be converted into ordinary shares, in whole or in part, at any time after 3 months from draw down, at the election of the Lenders. Those shares will be issued at a price which is the greater of:

• (a) $0.03; and

• (b) the price which is a 20% discount to the 10 day VWAP prior to the Lenders providing written notice to the Borrower of its intention to convert the Principal Amount and/or any accrued interest to shares, or part thereof.

If the Principal Amount and accrued interest is repaid within 3 months from draw down no conversion into shares will occur.

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Interest in Mining Tenements

Mozambique

				Interest acquired or disposed
			Interest at beginning of quarter		Interest at end of quarter
	Tenement ID
Tenement		Status
Manica Gold Project	3990C	Granted	100%	-	100%
Mucurumadzi Project	5026L	Granted	-	-	-
Gondola Project	5000L	Granted	-	-	-
Sussundenga Project	4800L	Granted	-	-	-

				Farm-in Interest acquired or disposed
					Farm-in Interest at end of quarter
			Farmin Interest at beginning of quarter
	Tenement ID
Tenement		Status
Baobab Farm-in	1022L	Granted	-	-	-

Western Australia

				Interest acquired or disposed
			Interest at beginning of quarter		Interest at end of quarter
	Tenement ID
Tenement		Status
Crawford	E09/1899	Granted	100%	-	100%
Beete	P63/1646	Granted	100%	-	100%
Peninsula	P63/1694	Granted	100%	-	100%

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