ORE RESOURCES LIMITED — Interim / Quarterly Report 2014

Mar 13, 2014

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ACN 148 966 545

Interim Financial Report for the Period Ended 31 December 2013

AUROCH MINERALS NL

CONTENTS

		Page
	Directors’ Report	2
	Auditor’s Independence Declaration	21
	Consolidated Statement of Profit or Loss and Other Comprehensive	Income 22
	Consolidated Statement of Financial Position	23
	Consolidated Statement of Changes in Equity	24
	Consolidated Statement of Cash Flows	25
	Notes to the Financial Statements	26
	Directors’ Declaration	33
	Independent Auditor’s Review Report to the Members	34

CORPORATE DIRECTORY

ABN	91 148 966 545
Directors	Mr Glenn Whiddon (Non-executive Chairman)
	Mr Dean Cunningham (Managing Director)
	Mr Jan Nelson (Non-executive Director)
Company Secretary	Mr Matthew Foy
Registered office	Office J, Level 2, 1139 Hay Street
	Perth WA 6005
	Telephone +61 8 9486 4699
	Facsimile +61 8 9486 4799
Website	www.aurochminerals.com
Share Registry	Security Transfer Registrars Pty Ltd
	770 Canning Highway
	Applecross WA 6153
	Telephone +61 8 9315 2333
	Facsimile +61 8 9315 2233
Solicitors	Steinepreis Paganin
	Level 4, The Read Buildings
	16 Milligan Street
	Perth WA 6000
Bankers	National Australia Bank
	7 Sandridge Road
	Bunbury WA 6230
Auditors	BDO Audit (WA) Pty Ltd
	38 Station Street
	Subiaco, WA 6008
Stock Exchange	Australian Securities Exchange Limited
	ASX Code: AOU

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AUROCH MINERALS NL

DIRECTORS’ REPORT

Your Directors present their report on Auroch Minerals NL ( Auroch, the Company or the Group ) for the half-year ended 31 December 2013 (the Period ).

1. DIRECTORS

The names of Directors who held office during or since the end of the half-year:

Mr Glenn Whiddon (Non-Executive Chairman) Mr Dean Cunningham (Managing Director) Mr Jan Nelson (Non-Executive Director)

All Directors were in office for the entire duration unless otherwise stated.

2. OPERATING RESULTS

The net loss after providing for income tax amounted to $370,440 (2012: $616,572).

3. PRINCIPAL ACTIVITY

The principal activity of the Group is mineral exploration and development.

4. REVIEW OF OPERATION

MANICA GOLD PROJECT

Near-term Route to Production

During the reporting period the Company approved a “Near Term Route to Production” at its 100% Manica Gold Project in Mozambique. The Company also commissioned activities associated to a Definitive Feasibility Study ( DFS ) focused on its existing non-refractory (oxide and transitional) JORC compliant resources within the Fair Bride, Guy Fawkes and Dot’s Luck Project Sectors. Subsequent to the reporting period, there was an update to the Company’s Mineral Resource Estimate.

This strategy reflected the markets’ desire for near term production opportunities and ensures an effective use of existing resources. While the Board believes that the Manica Gold Project still has excellent potential for further exploration upside, the focus will be the generation of cash flow to fund future exploration activities at a later date.

Joint Venture with Baobab Resources plc

During the Period, the Company entered into a joint venture ( JV ) agreement with AIM-listed Baobab Resources plc’s ( Baobab ) (AIM:BAO) wholly owned subsidiary Capitol Resources Limitada ( Capital ).

Pursuant to the JV, Auroch has the ability to earn up to 80% of an area of interest within Prospecting Licence 1022L ( JV Prospecting Licence ) , located in the Manica Province by spending $1.5 million over a period of 4 years.

The JV Prospecting Licence is situated adjacent to the western-most limit and part of the southern limit of Auroch’s Mining Concession 3990C ( Mining Concession ) in the Odzi-Mutare-Manica Greenstone Belt (OMM) ( Figure 1 ).

Capitol’s focus to date has been on the Mundonguara copper deposit which is situated immediately to the south of the proposed JV area. The JV area has had soil geochemical mapping and airborne magnetic and spectral gamma surveys completed over it. A very small portion of the southernmost area has limited Induced Potential coverage.

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AUROCH MINERALS NL

DIRECTORS’ REPORT

Auroch is confident that the prospective regional shear zones that are present on the Company’s 100% owned Mining Concession continue into the proposed JV area, having been offset to the south by a regional NNE trending fault as indicated on Figure 1 below.

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Figure 1: Prospecting Licence 1022L and Proposed JV Area

The proposed JV area covers approximately 18km[2] and extends the Company’s Northern Shear by 1.6km and the Southern Shear by 2.2km. Auroch believes there may be an additional 4.1km of regional prospective shears based on the interpretation of satellite imagery. The proposed JV area increases the Manica Gold Project’s existing prospective strike length from 27km to 34.9km.

Farm-in Terms

The Company has an exclusive due diligence before it may advise Baobab of its intention to proceed with the JV. On successful completion of due diligence and other suspensive conditions the Company will earn an initial 51% interest in the JV with the expenditure of $500,000 on exploration activities at the Prospecting Licence ( First Work Programme ). The First Work Programme will be mutually agreed between Auroch and Baobab.

On completion of the First Work Programme or during the process of completion, Auroch will have the right to withdraw from the JV at its sole discretion at no cost to it. Within 90 days of the successful completion of the First Work Programme the Company must inform Baobab of its decision to proceed to earn a further 29% interest (for a total 80% interest) in the JV by completing a Second Work Programme .

The Second Work Programme will comprise expenditure of $1 million over 3 years from the date the Company advises Baobab of its decision to proceed.

On the successful completion of the Second Work Programme, Auroch will have the exclusive option to purchase the remaining 20% interest in the JV Prospecting Licence held by Baobab for scrip, based upon a mutually agreed third party’s valuation.

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AUROCH MINERALS NL

DIRECTORS’ REPORT

Metallurgical Drilling and Test Work

During the Period, Auroch advised of the metallurgical drilling and confirmatory metallurgical test work that was being undertaken on the Company’s non-refractory and transitional gold resources at the Manica Gold Project to confirm the appropriate metallurgical characterisation of the Fair Bride, Dot’s Luck and Guy Fawkes ores for the metallurgical plant design in the DFS.

Fair Bride – Metallurgical Drilling Assay Results

A total of nine RC holes (of 579m) were completed for the generation of metallurgical test samples. These holes were assayed in order to inform the selection of material for compositing to provide representative samples for detailed metallurgical analysis.

The location and results of the metallurgical drilling can be found in Figure 2 .

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Figure 2: Metallurgical Test Drilling Location

High grade intersections from this campaign include:

• 12m at 3.08g/t Au between 12.50m and 24.50m, including 2m at 7.69g/t Au between 13.5m and 15.5m (ANDMT1).

• 25m at 4.45g/t Au between 16.50m and 41.50m, including 6m at 15.14g/t Au between 34.5m and 40.50m (ANDMT2).

• 11m at 8.45g/t Au between 11.50m and 22.50m, including 6m at 14.20g/t Au between 16.50m and 22.50m (ANDMT3).

• 6m at 4.31g/t Au between 59.50m and 65.50m, including 3m at 7.29g/t Au between 59.50m and 62.50m (ANDMT4).

• 14m at 2.31g/t Au between 37.50m and 51.50m, including 1m at 7.21g/t Au between 38.50m and 39.50m, and 3m at 3.51g/t A u between 44.50m and 47.50m (ANDMT6).

• 3m at 24.48g/t Au between 45.50m and 48.50m (ANDMT8).

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AUROCH MINERALS NL

DIRECTORS’ REPORT

An example intersection at Fair Bride is shown in Figure 3 below.

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Figure 3: Cross section at Fair Bride

Confirmatory Metallurgical Test Work

Fair Bride

The composite samples were tested for “free” gold recovery using enhanced gravity techniques. The results indicated insufficient recovery benefit to justify the extra capital expenditure for inclusion of a gravity concentrator in the plant’s design.

The result of the Run of Mine (RoM) leach test work completed to date on the non-refractory composite has given a gold dissolution of 97.2% over 48hrs in excess conditions (using the standard 5kg per ton of cyanide dissolution test). From this Auroch is confident the assumed 95% recoveries used in the Scoping Study are attainable at the residence time of 24 hours used in the plant design.

Further test work is being undertaken to optimise grind, reagent consumption and leach kinetics. Test work is still underway on the transitional composite sample. From the results so far no fatal flaws have been indicated in the overall plant design.

Dot’s Luck

The first metallurgical drilling programme has been completed at Dot’s Luck. A shallow (highly weathered) ore composite was made using material from in-fill RC hole DLR23.

DD Boreholes DLD18A and DLD19A (a total of 100m) twinned the original in-fill holes DLD18 and DLD19 respectively. These were combined with material from RC hole DLR20 to make a deeper (transitional) composite ore sample for metallurgical testing.

Similar to Fair Bride, there is no direct benefit of a gravity concentrator in overall recoveries at this stage.

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AUROCH MINERALS NL DIRECTORS’ REPORT

The net result of the RoM leach test work completed to date on the non-refractory composite, has demonstrated gold dissolution of 96.9% over 48 hours in excess conditions. From this Auroch is confident the assumed 95% recoveries used in the Scoping Study are attainable at a residence time of 24 hours used in the plant design. Further work is being undertaken to optimise grind, reagent consumption and leach kinetics. Test work is still underway on the transitional composite sample.

Most importantly and from a process and operational perspective, the results so far show Dot’s Luck ore can be blended with Fair Bride and treated through the plant as proposed in the scoping study, which confirms the Company’s original thinking on plant design.

Guy Fawkes

A metallurgical diamond drill hole was completed at Guy Fawkes to a depth of 143m. This material was combined with other in-fill programme core to provide a representative sample for comminution (crushing and grinding) studies.

A composite generated from the in-fill RC drilling will undergo detailed metallurgical analysis. The Guy Fawkes samples for metallurgical testing are still in the preparation phase and should be submitted to the laboratory during November 2013.

In-Fill Drilling Gold Intersections

During the Period, the Company advised of the results of in-fill drilling at the Dot’s Luck and Guy Fawkes prospects. These activities aimed to provide additional information to improve the resource classification of the mineral resource estimation.

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Figure 4: Infill drilling at the Dot’s Luck Deposit, Manica

Dot’s Luck

The Dot’s Luck in-fill drilling program comprised two reverse circulation (RC of 130m) and two diamond drill (DD of 136m) holes (See Figures 5 and 6 ).

The positions of the in-fill drilling is shown in Figure 5 along with all gold intersections to date.

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AUROCH MINERALS NL

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DIRECTORS’ REPORT
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Figure 5: Dot’s Luck In-fill Drilling Results

Highlight results from this drilling include the following:

• 11.11m at 6.53g/t Au between 37.47m and 48.58m, including 6.9m at 10.41g/t Au between 40.78m and 47.72m (DLD18).

• 13.7m at 3.88g/t Au between 30.40m and 44.10m, including 2.57m at 14.27g/t Au between 39.13m and 41.70m (DLD19).

• 6m at 4.93g/t Au between 42.50m and 48.50m (DLR20).

An example intersection is presented in Figure 6 below .

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AUROCH MINERALS NL

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DIRECTORS’ REPORT
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Figure 6: Values intersected in borehole DLD18 & DL04

Further analysis is currently being undertaken on the Dot’s Luck drill samples at ALS Chemex in Johannesburg due to high silver grades. It is believed that the silver content is likely to reduce cash costs through by-product credits.

Guy Fawkes

Drilling at Guy Fawkes during the 2012/2013 drilling campaigns has facilitated the reinterpretation of the mineralised structures and confirms previous models of mineralised quartz veins and hydrothermally altered shear zones associated with the Northern Shear. This improved structural understanding will enhance the underground mining study within the Definitive Feasibility Study currently underway.

These campaigns have been supplemented with an in-fill drilling programme which comprised a total of ten RC (of 862m) and three DD (of 845m) holes. The in-fill drilling is expected to achieve an upgrade and improvement in the confidence categories of the existing 230,000oz resource at Guy Fawkes.

The positions and results of the in-fill program are presented in Figure 7 below.

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AUROCH MINERALS NL

DIRECTORS’ REPORT

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Figure 7: Guy Fawkes In-fill Drill Hole Locations

The intersections include the following results which impacted on the calculation of resource ounces.

• 2m at 11.15g/t Au between 19.50m and 21.50m, including 1m at 21.96g/t Au between 20.50m and 21.50m (GFR03).

• 3m at 2.35g/t Au between 37.50m and 40.50m (GFR04).

• 1m at 7.35g/t Au between 0.50m and 1.50m (GFR06).

• 1m at 9.80g/t Au between 5.50m and 6.50m (GFR06).

• 20m at 1.64g/t Au between 89.50m and 91.50m (GFR07).

• 1m at 1.67g/t Au between17.50m and 18.50m (GFR08).

• 1m at 1.70g/t Au between 37.50m and 38.50m (GFR09).

• 2.74m at 1.90g/t Au between 69.02m and 71.76m (GFD33).

An example intersection is presented in Figure 8 below.

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AUROCH MINERALS NL

DIRECTORS’ REPORT

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Figure 8: Gold intersected in borehole GFR6

A four-hole diamond drilling programme at Guy Fawkes was undertaken to test the possible depth extension of the mineralised structures. The depth extension was confirmed from hole GFD35 at 229.91m.

Approval of Grant Funding from DTI

During the Period, the Company confirmed that the Department of Trade and Industry ( DTI ) South Africa, through Basil Read Matomo (Pty) Limited ( Matomo ), has approved the Company’s application for grant funding under the Capital Projects Feasibility Programme. Matomo is the manager of the DFS.

Grant funding for the Project was approved to the value of up to ZAR8,000,000 (~A$870,000) by the DTI and the effective date for commencement of activities is 1 November 2013. These funds represents a significant portion (33%) of the estimated DFS cost and will be paid directly to Matomo to cover qualifying engineering services and offset against amounts owing.

Matomo is a leading design, project engineering, procurement and construction ( EPC ) company servicing the minerals processing, chemical and renewable energy sectors. They offer a full range of turn-key solutions for project implementation, ranging from concept development and feasibility studies, through to final project execution.

The mining component of the DFS will be subcontracted to Royal Haskoning DHV (RHDHV Mining, formerly Turgis Consulting) by Matomo. This experienced Mining Consulting and Engineering group with headquarters in South Africa and the United Kingdom, has a mining history spanning more than two decades. RHDHV Mining specialises in all aspects of mining engineering and has an impressive track record with projects of this type, size and degree of complexity.

The DTI application and the current DFS parameters were based on the Scoping Study prepared by independent technical advisers JP Mining Consulting (Pty) Limited.

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AUROCH MINERALS NL DIRECTORS’ REPORT

The approval of DTI grant funding will enhance the Company’s ability to secure project financing from South Africa, including ECIC funding, which is South Africa’s official Export Credit Agency, 100% owned by the Government of South Africa.

Mineral Resource Estimate

Subsequent to the Period, CSA Global was commissioned to update the MRE for the Dot’s Luck and Guy Fawkes deposits within the Manica Gold Project Mining Concession to incorporate the additional results from the exploration and infill drilling campaigns. The updated JORC Code (2012) compliant MRE is presented in Table 1 .

Table 1: Manica Gold Project MRE, February 2014	Table 1: Manica Gold Project MRE, February 2014	Table 1: Manica Gold Project MRE, February 2014	Table 1: Manica Gold Project MRE, February 2014	Table 1: Manica Gold Project MRE, February 2014
	Project Sector	Cut-off Au (g/t)	Tons (000’)	Grade Au (g/t)	Total Au (oz)
Category
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 < 300m	10,795	1.64	570,000
		1.00 > 300m
	Guy Fawkes**	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
	Guy Fawkes**	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	2,820,100

* 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.

**The February 2014 MRE was classified by following the guidelines in the JORC Code (2012). Classification of the MRE included consideration of geological understanding of the deposits, QAQC of the samples, in situ dry bulk density data and drill-hole spacing.

The geological work carried out at Dot’s Luck and Guy Fawkes during 2012/2013 was part of the verification and validation process undertaken by management, including the historical geological work. This has given management the confidence to move forward with the DFS. At Dot’s Luck, the structural interpretation remains unchanged and at Guy Fawkes it has resulted in a different structural interpretation which resulted in reduced resources at Guy Fawkes.

Work completed at Dot’s Luck and Guy Fawkes over the past 12 months includes:

• 8,249m of diamond drilling and 1,010m of RC drilling;

• Trenching of 1,867m at Guy Fawkes; and

• A complete database review which improved the understanding of continuity and potential depth extensions.

The Stage 1 DFS will incorporate targeted resource drilling and underground mapping and sampling. Drill ready targets have been identified at both Dot’s Luck and Guy Fawkes deposits and these may add to the project MRE in the future.

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AUROCH MINERALS NL DIRECTORS’ REPORT

The net impact of the verification and validation process has resulted in the MRE being reduced by 8% from 2.970Mozs to 2.820Mozs.

Fair Bride Resource

No independent resource review was undertaken on the Fair Bride deposit and its resource estimate remains unchanged. An internal Auroch audit has replicated and confirmed the estimation technique and MRE on this deposit.

During 2013 metallurgical test work drilling was completed wherein assay results confirmed grades and structure of the existing resource (refer ASX announcement 27 November 2013), including the following highlights:

• 25m at 4.45g/t Au between 16.50m and 41.50m, including 6m at 15.14g/t Au between 34.5m and 40.50m (ANDMT2).

• 12m at 3.08g/t Au between 12.50m and 24.50m, including 2m at 7.69g/t Au between 13.5m and 15.5m (ANDMT1).

• 11m at 8.45g/t Au between 11.50m and 22.50m, including 6m at 14.20g/t Au between 16.50m and 22.60m (ANDMT3).

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Figure 9: Fair Bride Deposit Example South North Cross Section

Fair Bride ( Figure 9 ) is characterised by gold mineralisation primarily within metasedimentary units, such as metagreywackes, phyllites and banded iron formations (BIF), within an east-west trending shear zone. The mineralisation is structurally controlled within lenses along a major shear zone. The mineralised zone ranges in thickness from 2m to 59m averaging about 35m in the west, and from 2m to 15m, averaging about 7m in the east.

A tabulation of the non-refractory resource categories ( Table 2a ) and refractory resources categories ( Table 2b ) are set out below.

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AUROCH MINERALS NL

DIRECTORS’ REPORT

**Table 2a: Fair Bride Non-Refractory MRE, February **	**Table 2a: Fair Bride Non-Refractory MRE, February **	**Table 2a: Fair Bride Non-Refractory MRE, February **	2014
Classification	Tonnes	Aug/t	Ounces
Measured	1,996,000	1.73	111,000
Indicated	228,000	1.64	54,500
Inferred	68,000	1.83	92,800
Total	2,292,000	1.72	258,300

Cut-off grades: Measured 0.50g/t; Indicated 0.50g/t <300m and 1.00g/t >300m; Inferred 0.50g/t

Table 2b: Fair Bride Refractory MRE, February 2014	Table 2b: Fair Bride Refractory MRE, February 2014	Table 2b: Fair Bride Refractory MRE, February 2014	Table 2b: Fair Bride Refractory MRE, February 2014
Classification	Tonnes	Aug/t	Ounces
Measured	9,565,000	1.73	531,000
Indicated	10,567,000	1.64	515,500
Inferred	24,530,000	1.83	1,356,200
Total	44,662,000	1.76	2,402,700

Cut-offs: Measured 0.50g/t; Indicated 0.50g/t <300m and 1.00g/t >300m; Inferred 0.50g/t

The notable feature of this deposit ( Figure 9 ) is that it is amendable to open pit mining and future underground mechanised sub-level stoping and Table 1b includes 1,025,904oz Au at 4.13g/t Au using a 3.0g/t cut-off of refractory material. Fair Bride is located 2km from the proposed processing plant.

Dot’s Luck Resource

The additional in-filling and metallurgical test work drill results together with underground sampling at Dot’s Luck has resulted in the declaration of a maiden Indicated 25,500 ounces and Inferred 30,000 ounces of resource.

Dot’s Luck mineralisation is hosted by pebbly tuffaceous metagreywacke intercalated with BIF and is strongly foliated. The mineralised zone is enveloped within talc carbonate schists. The lithologies are altered by silicification and carbonatisation. The mineralised zone has a maximum thickness of about 30m.

A tabulation of the resource categories is detailed in Table 3 .

	Table 3: Dot’s Luck MRE, February 2014	Table 3: Dot’s Luck MRE, February 2014	Table 3: Dot’s Luck MRE, February 2014
Classification	Tonnes	Au g/t	Ounces
Indicated	425,000	1.87	25,500
Inferred	455,000	2.06	30,000
Total	880,000	1.97	55,500

Reported from blocks where Au>= 0.5 g/t and depleted blocks removed. Differences may occur due to rounding.

A reporting cut-off grade of 0.5g/t Au is used in order to conform to the cut-off grade used for the planned open pit mining method at the Fair Bride deposit.

The Dot’s Luck project is intended to be a small high quality open pit operation (located only 6km from the proposed processing plant), with potential upside on strike and deeper drilling having confirmed extensions to depth.

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AUROCH MINERALS NL

DIRECTORS’ REPORT

Guy Fawkes Resource

The Guy Fawkes deposit is characterised by narrow quartz vein gold mineralised structures. These multiple structures are similar in size to those in other quartz hosted greenstone deposits.

A tabulation of the resource categories is detailed in Table 4 below .

	Table 4: Guy Fawkes MRE, February 2014	Table 4: Guy Fawkes MRE, February 2014	Table 4: Guy Fawkes MRE, February 2014
Classification	Tonnes	Au g/t	Ounces
Indicated	420,000	1.92	25,600
Inferred	380,000	3.90	48,000
Total	800,000	2.87	73,600

Reported from blocks where AU>= 1.25 g/t and depleted blocks removed. Differences may occur due to rounding.

In the context of the Guy Fawkes deposit, the February 2014 MRE records a material change from the June 2011 MRE. Auroch considers that the revision has provided a sound base from which to develop and increase the resource classification of the MRE from current levels at this deposit by undertaking:

• underground sampling and on reef mapping;

• focused in-fill drilling from surface to:

• delineate strike extensions; and

• further depth extensions.

The near vertical structure at Guy Fawkes lends themselves to semi-mechanised open stoping mining methods. The proposed processing plant is located in the Guy Fawkes Project sector.

Boa Esperança Resource

No independent resource review was done on the Boa Esperança deposit and its MRE remains unchanged ( Table 5 ). Limited historic drilling was undertaken in the vicinity of Boa Esperança and included the following highlight intersection:

• 15.67m at 1.33g/t Au between 36.38m and 52.05m, Including 0.92m at 5.53g/t between 39.83m and 40.75m (BED001).

Boa Esperança, is characterised by a mineralised sequence comprising highly fractured and re-crystallised BIF with aplite and has a BIF-breccia footwall. The mineralised zone is about 23m thick.

A tabulation of the resource categories is detailed in Table 5 below .

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DIRECTORS’ REPORT

	Table 5: Boa Esperança MRE, February 2014	Table 5: Boa Esperança MRE, February 2014	Table 5: Boa Esperança MRE, February 2014
Classification	Tonnes	Aug/t	Ounces
Inferred	330,000	2.94	30,000
Total	330,000	2.94	30,000

Reported for a relatively high cut-off grade of 1.25g/t as likely mining parameters have not been determined to date.

The nature of this deposit will lend itself to open pit mining methods.

Environmental Impact Assessment Report Submitted

Subsequent to the reporting period, Auroch advised that the Environmental Impact Assessment Report ( EIA ) on the proposed mining activities at the Manica Gold Project was been submitted to the Mozambique Ministry of Coordination of Environmental (MICOA) for assessment.

EnviroSig Limitada ( EnviroSig ), a Mozambique environmental consultancy registered with MICOA, and SLR Consulting Africa (Pty) Limited (SLR), a South African based environmental consultancy, were appointed by Auroch Minerals to conduct the EIA.

The EIA is required in order to comply with the terms of the 25 year Mining Concession (3990C), granted in March 2011 and will allow for the on-going development and exploitation of the Company’s gold resources. The completion of the EIA has involved in excess of 15 scientists and specialist consultants from disciplines as diverse as archaeology to flora and fauna to geohydrology. They have defined a baseline of the ecology, environment and social communities against which the Company can now monitor and manage its economic and environmental impact.

As part of the above EIA process, significant work was also completed that form an integral component of the Manica Gold Project Stage 1 DFS, as follows:

• In-fill drilling and metallurgical assay results at Dot’s Luck and Guy Fawkes, together with the historical database, provided the data and material for the additional metallurgical test work;

• Metallurgical test work to confirm earlier preliminary recovery factors (final report due in March 2014) which are required to established the chemical composition of the gold bearing ores to be processed;

• Based on points 1 and 2 the gold plant process design has been updated, mass balances re-calculated and key equipment lists re-priced to a PFS level of accuracy in order to establish water consumption and rates of waste disposal;

• Surface geotechnical studies for the tailings disposal site and for the placement and preliminary design of the gold plant infrastructure; Preliminary open pit designs by RHDHV mining consultants with capital and working cost estimates; and

• Preliminary gold plant and infrastructure capital and working cost estimates from Basil Read Matomo.

The completed EIA, which is purely of a technical nature and does not entail DFS financial considerations, clearly indicates that there are no fatal flaws in terms of potential environmental or social impact issues. The EIA sets out the guidelines required by Mozambican legislation under which the Manica Gold Project will be managed in terms of the Company’s environmental policies.

Metallurgical Test Work Results

Subsequent to the Period the Company advised of the results of its metallurgical test work program. The focus has been on Stage 1[1] non-refractory[2] gold resources at the Manica Gold Project. The results ensure the accuracy of

1 Stage 1 refers to the 30Ktpm standalone centralised non-refractory plant.

2 See Annexure 1 for definition of non-refractory.

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AUROCH MINERALS NL DIRECTORS’ REPORT

recoveries used for the metallurgical plant design in the Definitive Feasibility Study, for the processing of ore from the Fair Bride, Dot’s Luck and Guy Fawkes deposits.

Flotation

No historical test work has ever been conducted on the non-refractory transitional ore samples at Fair Bride or Dot’s Luck. The results of the recent test work indicated the need for a pre-wash stage prior to flotation. The addition of an activator in the mill and sulphurdising agent prior to flotation was included in the current metallurgical test work program.

The tests showed that 80% of the Au and 97% of the sulphide sulphur is recovered into the concentrate. The flotation tails will be treated in a standard leach circuit.

Concentrate Leaching on Transitional Material (Only at Fair Bride and Dot’s Luck)

The first series of tests on rougher concentrate3 have provided information on the primary grind of 80% passing 75µm. Subsequent test batches of rougher concentrate were then subject to Ultra-Fine Grind (UFG) and Carbon in Leach test work. These tests produced the following grind size Au Recovery curve (Figure 1).

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Figure 1: Grind Size Recovery Curve

Based on the Figure 1 results, a grind size of 79% passing 27µm gives a remarkable overall plant recovery of 88%.

The net impact of this high recovery from the UFG test work coupled with the relatively coarse grind of 27µm gives the Company flexibility in evaluating the Fair Bride deeper refractory ore to delay or even eliminate the oxidation process (e.g. Biox).

However, it is anticipated that as mining extends into the deeper portions of the Fair Bride deposit, the refractory nature of the ore will increase and the recovery will change. To address the lower recovery we will be in a position to adjust the grind size4 to accommodate this change in recovery.

Oxide Leaching

3 Rougher concentrate refers to first stage of flotation.

4 Ultra-Fine Grinding - A Practical Alternative to Oxidative Treatment of Refractory Gold Ores, S. Ellis, Kalgoorlie Consolidated Gold Mines, Kalgoorlie, WA.

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DIRECTORS’ REPORT

AUROCH MINERALS NL

The initial Stage 1 plant process design and capital cost, with 24 hours residence time in the leach, has been confirmed as a result of the recent test work. The recoveries are tabulated below (Table 6).

Table 6: Oxide Leaching Au Recovery

Table 6: Oxide Leaching Au Recovery	Table 6: Oxide Leaching Au Recovery	Table 6: Oxide Leaching Au Recovery
Sample	Calculated Head Grade (Au g/t)	Recovery (%)
Fair Bride Oxide ROM5:
24 hours	3.61	89.6
48 hours	4.02	97.3
Air Sparging624 hours	4.20	96.5
Dot’s Luck Oxide ROM:
24 hours	1.58	91.2
48 hours	1.46	96.6
Air Sparging 24 hours	1.74	97.7
Guy Fawkes Oxide ROM:
24 hours	2.80	96.9
Air Sparging 24 hours	2.72	97.5

Based on Table 6, a conservative recovery factor of 96% (Air Sparging 24 hours) has been used for all of the oxide ores in the Stage 1 scoping study assumptions.

CORPORATE

Amendment to Pan African Agreement

During the reporting period, Auroch advised it had signed a binding agreement with Pan African Resources plc ( Pan African ) for the buyback or cancellation of its existing Consideration Shares (25 million ordinary shares) and Deferred Consideration of Cash and Shares, including its right to Deferred Cash Consideration (refer ASX Announcement 29 August 2012), following the payment of A$2 million (the amount of cash consideration to be paid under the Pan African Agreement) by 1 March 2014.

As part of this binding agreement, Auroch has agreed to a total consideration payable to Pan African of A$2 million on 1 March 2014. Auroch made a payment of A$150,000 within 5 days of the agreement, which is offset against the A$2 million payment due 1 March 2014. Auroch can extend the payment date by a further two months, to 1 May 2014, by the payments of A$50,000 per month. All these payments (up to A$250,000) will be offset against the A$2 million consideration so long as payment of the balance due is received by 1 May 2014.

Should Auroch fail to make the full payment of A$2 million (less payments already remitted) to Pan African by no later than 1 May 2014, then the original terms of the agreement between Pan African and Auroch (refer ASX announcement 29 August 2012, supplementary prospectus dated 15 November 2012 and second supplementary prospectus dated 20 December 2012) remains intact and unchanged, and the payments made under this agreement are non-refundable.

5 ROM refers to Run of Mine.

6 Air Sparging refers to the introduction of air into each leach vessel to maintain the dissolved oxygen levels.

17

AUROCH MINERALS NL

DIRECTORS’ REPORT

The effect on the capital structure of the Company is set out below:

Existing Capital Structure
Pan African Shares currentlyheld	25,000,000
Balance of Register	34,492,515
Total Ordinary Shares	59,492,515
PartlyPaid Shares1	21,800,000
Deferred Consideration Shares	71,666,668
Fully Diluted Capital Structure	152,959,183

Post Buyback
OrdinaryShares	34,492,515
Total Ordinary Shares	34,492,515
PartlyPaid Shares	21,800,000
Fully Diluted Capital Structure	56,292,515

1 Partly Paid shares are paid to 1 cent with 19 cents unpaid

Buyback of the Consideration Shares was approved by shareholders subsequent to the reporting period on 19 February 2014.

Appointment of Endeavour Financial as Corporate Adviser

Subsequent to the reporting period, the Company advised of the appointment of Endeavour Financial as the Company’s exclusive financial advisor in respect of financing the development of the Manica Gold Project.

Endeavour Financial is an internationally renowned corporate advisor that has raised over $4 billion of debt for junior mining companies and closed M&A related financings valued at over $28 billion. Endeavour Financial will assist Auroch in structuring appropriate financing and strategic partnership arrangements in the lead up to the development and commencement of production at the Manica Gold Project.

Competent Persons Statement

The information in this report that relates to Mineral Resources 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 presentation 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.

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AUROCH MINERALS NL

DIRECTORS’ REPORT

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 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.

The information in this report that relates to the Metallurgical Test Work Program being conducted by SGS (Johannesburg) and is based on information received to date. It was compiled by Mr Graeme Farr, who is a Fellow of the South African Institute of Mining and Metallurgy. Mr Farr is contracted by the Company to oversee all issues relating to the design of the beneficiation process. Mr Farr has sufficient experience which is relevant to the type of beneficiation plant under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2012 Edition of The JORC Code. Mr Farr consents to the inclusion in this presentation of the matters based on the information in the form and context in which it appears.

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AUROCH MINERALS NL

DIRECTORS’ REPORT

5. AUDITOR’S DECLARATION

A copy of the independence declaration by the lead auditor under section 307C of the Corporations Act 2001 is included on page 21 of this half-year financial report.

This report is signed in accordance with a resolution of the Board of Directors.

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Dean Cunningham DIRECTOR

Dated this 14[th] Day of March 2014

20

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au

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DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF AUROCH MINERALS NL

As lead auditor for the review of Auroch Minerals NL for the half-year ended 31 December 2013, I declare that to the best of my knowledge and belief, there have been:

• no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

• no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Auroch Minerals NL and the entities it controlled during the period.

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Phillip Murdoch Director

BDO Audit (WA) Pty Ltd

Perth, 14 March 2014

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

AUROCH MINERALS NL

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

Revenue Less Expenses: Accounting fees Audit fees Consulting fees Corporate advisory Directors expense Corporate and regulatory fees Interest Rent Travel & accommodation Other expenses Loss before income tax Income tax (expense)/benefit Loss after income tax for the period Other comprehensive income Items that may be reclassified to the profit or loss Exchange difference on translation of foreign operations Other comprehensive income/(loss) for the period net of tax Total comprehensive loss for the period attributable to the owners of Auroch Minerals NL Loss per share for the period attributable to the member of Auroch Minerals NL Basic loss per share (cents per share) Diluted loss per share (cents per share)	31 December 2013 $ 31 December 2012 $ 25,154 55,394 (31,671) (62,275) (15,107) (18,656) (5,600) (121,675) (42,600) (50,798) (161,969) (54,000) (11,183) (18,844) - (3) (24,603) (21,622) (31,596) (91,785) (71,265) (232,308)
	(370,440) (616,572) - -
	(370,440) (616,572) 249,885 -
	249,885 -
	(120,555) (616,572)
	(0.62) (1.44) (0.62) (1.44)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

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AUROCH MINERALS NL

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2013

Note ASSETS Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non-current Assets Property, plant and equipment Mineral exploration and evaluation expenditure 3 Total Non-current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables 4 Total Current Liabilities Non-current Liabilities Financial liabilities Total Non-current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 5 Reserves Accumulated losses TOTAL EQUITY	31 December 2013 $ 30 June 2013 $ 462,981 2,886,145 142,415 152,498
	605,396 3,038,643
	2,305 3,470 16,661,907 14,017,538
	16,664,212 14,021,008
	17,269,608 17,059,651
	2,930,824 600,312
	2,930,824 600,312
	- 2,000,000
	- 2,000,000
	2,930,824 2,600,312
	14,338,784 14,459,339
	14,699,457 14,699,457 1,848,220 1,598,335 (2,208,893) (1,838,453)
	14,338,784 14,459,339

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

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AUROCH MINERALS NL

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AS AT 31 DECEMBER 2013

Balance at 1 July 2012 Loss for period Exchange difference on foreign operations Total comprehensive loss for period Transactions with owners in their capacity as owners: Issue of shares Share capital raising costs Balance at 31 December 2012 Balance at 1 July 2013 Loss for period Exchange difference on foreign operations Total comprehensive income/(loss) for period Transactions with owners in their capacity as owners: Issue of shares Share capital raising costs Balance at 31 December 2013	Contributed Equity Accumulated Losses Share Based Payments Reserve Foreign Translation Reserve Total Equity $ $ $ $ $ 4,417,035 (744,891) - - 3,672,144
	- (616,572) - - (616,572) - - - - -
	- (616,572) - - (616,572) 38,000 - - - 38,000 - - - - -
	4,455,035 (1,361,463) - - 3,093,572
	14,699,457 (1,838,453) 42,630 1,555,705 14,459,339
	- (370,440) - - (370,440) - - - 249,885 249,885
	- (370,440) - 249,885 (120,555) - - - - - - - - - -
	14,699,457 (2,208,893) 42,630 1,805,590 14,338,784

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

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AUROCH MINERALS NL

CONSOLIDATED STATEMENT OF CASH FLOWS

AS AT 31 DECEMBER 2013

Note CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received Interest paid Net cash outflow from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payments for purchase of plant and equipment Payments for acquisitions of tenements Payments for exploration expenditure Payments for prepaid exploration expenditure Loans to related entity Net cash outflow from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issue of shares Proceeds from funds received in advance Capital raising costs Net cash inflow from financing activities Net increase/(decrease) in cash and cash equivalents Foreign exchange movement on cash and cash equivalents Cash and cash equivalents at the beginning of the period NET CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	December 2013 $ December 2012 $ (419,475) (683,918) 19,643 55,394 - (3)
	(399,832) (628,527)
	- (2,762) (150,000) - (1,892,528) (4,646) - (293,838) - (20,069)
	(2,042,528) (321,315)
	- 38,000 - 3,048,574 - (290,820)
	- 2,795,754
	(2,442,360) 1,845,912 19,196 - 2,886,145 3,492,868
	462,981 5,338,780

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In order to assist in the understanding of the accounts, the following summary explains the material accounting policies that have been adopted in the preparation of the accounts.

Basis of Preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards AASB 134 Interim Financial Reporting and the Corporations Act 2001 .

This report should be read in conjunction with any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 .

The accounting policies have been consistently applied by the Company and are consistent with those applied in the previous financial year and those of the corresponding interim reporting period, except the following:

• AASB 10 Consolidated Financial Statements

• AASB 11 Joint Arrangements

• AASB 13 Fair Value Measurement

• AASB 119 Employee benefits

• AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 Cycle

The half-year report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

The half-year report does not include full disclosures of the type normally included in an annual financial report. For the purposes of preparing the half-year financial statements, the half-year has been treated as a discrete reporting period.

Adoption of new and revised accounting standards

In the half year ended 31 December 2013, the Company has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2013. It has been determined by the Company that, there is no impact, material or otherwise, of the new and revised standards and interpretations on its business and therefore no change is necessary to Company accounting policies.

No retrospective change in accounting policy or material reclassification has occurred requiring the inclusion of a third Statement of Financial Position as at the beginning of the comparative financial period, as required under AASB 101.

Compliance with IFRS

The financial statements of the company also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB)

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont)

Going Concern

The financial report has been prepared on a going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The Consolidated Entity has incurred net losses after tax of $370,440 (31 December 2012: $616,572) and experienced net cash outflows from operating and investing activities of $2,442,360 for the half-year ended 31 December 2013 (31 December 2012: net outflows $949,842). Net assets of the Group as at 31 December 2013 were $14,338,784 (30 June 2013: net assets of $14,459,339).

The Group’s ability to continue as a going concern and pay its debts as and when they fall due is dependent upon the Group raising additional capital via any means available to it inclusive of, but not limited to, placements, partly paid share conversions, rights issues, or joint venture arrangement in a timely manner in order to fund the ongoing exploration and operation activities.

The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts, nor to the amounts and classification of liabilities that might be necessary should the Consolidated Entity not be able to continue as a going concern.

2. SEGMENT INFORMATION

Management has determined that the Group has two reportable segments, being mineral exploration in Mozambique and Western Australia, which is based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. As the Group is focused on mineral exploration, the Board monitors the Group based on actual versus budgeted exploration expenditure incurred by area of interest. This internal reporting framework is the most relevant to assist the Board with making decisions regarding the Group and its ongoing exploration activities, while also taking into consideration the results of exploration work that has been performed to date.

Segment information relating to the reportable segment being mineral exploration in Mozambique and Western Australia is outlined below.

Australia is outlined below.
December 2013		Western
	Mozambique	Australia	Total
	$	$	$
Revenue from external sources	-	-	-
Reportable segment profit / (loss)	-	-	-
Reportable segment assets	16,641,095	628,513	17,269,608
Reportable segment liabilities	(2,894,232)	(36,592)	(2,930,824)

27

AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

2. SEGMENT INFORMATION (Cont)

December 2013 Mozambique $ Western Australia $ Reconciliation of reportable segment profit or loss Reportable segment profit /(loss) - - Other income - - Unallocated: Depreciation expense Director benefits Share based payments Employee benefits Other expenses Loss before tax June 2013 Mozambique $ Western Australia $ Revenue from external sources - - Reportable segment profit / (loss) - - Reportable segment assets 13,849,398 168,141 Reportable segment liabilities 2,000,000 - Reconciliation of reportable segment profit or loss Reportable segment profit /(loss) Other income Unallocated: Depreciation expense Director benefits Share based payments Employee benefits Other expenses Loss before tax 3. EXPLORATION AND EVALUATION EXPENDITURE	Total $ - 25,154 (1,165) (161,969) - - (232,460)
	(370,440)
	Total $ - - 14,017,539 2,000,000 - 110,819 (1,913) (220,033) (42,630) (121,143) (818,663)
	(1,093,563)

3. EXPLORATION AND EVALUATION EXPENDITURE
Balance at beginning of the period Tenement acquisition costs Exploration expenditure incurred Allocation of expenditure to prepaid expenses Movement due to foreign exchange translation Balance at the end of the period	31 December 2013 $ 30 June 2013 $ 14,017,538 - 2,432,314 - 212,055 192,989 9,500,000 2,785,789 - 1,538,760
	16,661,907 14,017,538

Ultimate recoupment of exploration and evaluation expenditure carried forward is dependent on successful development and commercial exploitation.

28

AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

4. TRADE AND OTHER PAYABLES

Trade payables Accruals Other creditors (i)	December 2013 $ 30 June 2013 $ 946,630 26,113 567,993 32,319 1,958,081 -
	2,930,824 600,312

All current liabilities are expected to be settled within 12 months.

(i) Includes $1,850,000 owing to Pan African Resources Plc for the settlement of acquisition of Manica Gold Project.

5. CONTRIBUTED EQUITY

(a) Share Capital

(a) Share Capital Fully paid Partly Paid Equity raising costs (b) Movements in ordinary shares 2013 Date Details 01/07/13 Balance at 01 July 2013 31/12/13 Balance at 31 December 2013 2012 Date Details 01/07/12 Balance at 01 July 21/09/12 Conversion of fully paid shares 31/12/12 Balance at 31 December	2013 2012 2013 Shares Shares $ 59,492,515 23,000,001 15,127,754 21,800,000 19,800,000 218,000 - - (646,297)	2013 2012 2013 Shares Shares $ 59,492,515 23,000,001 15,127,754 21,800,000 19,800,000 218,000 - - (646,297)	2013 2012 2013 Shares Shares $ 59,492,515 23,000,001 15,127,754 21,800,000 19,800,000 218,000 - - (646,297)	2012 $ 4,600,000 198,000 (144,965)
	81,292,515 42,800,001 14,699,457			4,653,035
			Number of shares Issue price 59,492,515 - 59,492,515 Number of shares Issue price 22,800,001 - 200,000 $0.20 23,000,001	2013 $ 14,481,457 14,481,457
				2012 $ 4,417,035 38,000
				4,455,035

(c) Movements in partly paid shares

Each partly paid share is issued at a price of 20 cents of which 1 cent is paid on issue with the balance of the issue price payable at the election of the holder at any time within 5 years of issue or the Directors may determine that the balance may become payable at future times in satisfaction of all or part of the unpaid issued price.

2013

Date Details 01/07/13 Balance at 01 July 31/12/13 Balance at 31 December	Number of shares Issue price 21,800,000 - 21,800,000	2013 $ 218,000
		218,000

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

5. CONTRIBUTED EQUITY (Cont)

2012

Date Details 01/07/12 Balance at 01 July 21/09/12 Conversion of fully paid shares 31/12/12 Balance at 31 December	Number of shares Issue price 2012 $ 20,000,000 - 200,000 (200,000) - (2,000) 19,800,000 198,000	Number of shares Issue price 2012 $ 20,000,000 - 200,000 (200,000) - (2,000) 19,800,000 198,000
		198,000

6. EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD

On 19 February 2014, the Company announced the appointment of Endeavour Financial as Corporate Advisor.

On 19 February, the Company announced the approval of shareholders in respect of the selective capital reduction of shares formerly held by Pan African.

On 27 February 2014, the Company announced that it had submitted its Environmental Impact Assessment (EIA) in relation to the Manica Gold Project

On 4 March 2014, the Company announced an updated mineral resource estimate in relation to the Manica Gold Project.

Apart from the above there were no subsequent events of a material nature that require disclosure in this report

7. CONTINGENCIES

Contingent Liabilities

On 17 January 2013 the Company completed the acquisition of 100% of the Manica Gold Project from Pan African Resources plc.

The terms of the acquisition agreement included the following deferred consideration:

Deferred consideration Cash on achievement of milestone 1 (i) on achievement of milestone 2 (ii) on achievement of milestone 3 (iii) on achievement of milestone 4 (iv) Shares 20,066,667 on achievement of milestone 1 (i) 20,066,667 on achievement of milestone 2 (ii) 24,366,667 on achievement of milestone 3 (iii) 7,166,667 on achievement of milestone 4 (iv) Total	1,000,000 1,000,000 1,000,000 1,000,000 6,200,000 6,200,000 7,310,000 2,150,000
	35,360,000

30

AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

7. CONTINGENCIES (Cont)

• (i) 20,066,667 Shares to be issued to Pan African (or as directed by Pan African) upon the delineation of at least 400,000 ounces of a JORC Inferred gold Resource of Oxide Ore with a cut off grade of 1.25g/t being defined on the Mining Concession (including the existing 90,000 ounces of JORC Inferred gold Resource of Oxide Ore at a cut off grade of 1.25g/t that has already been delineated on the Mining Concession);

• (ii) 20,066,667 Shares to be issued to Pan African (or as directed by Pan African) upon the delineation of at least 1,000,000 ounces of a JORC Inferred gold Resource of Oxide Ore with a cut off grade of 1.25g/t being defined on the Mining Concession (including the existing 90,000 ounces of JORC Inferred gold Resource of Oxide Ore at a cut off grade of 1.25g/t that has already been delineated on the Mining Concession and any ounces of JORC Inferred gold Resource of Oxide Ore that satisfied the 400koz Milestone);

• (iii) 24,366,667 Shares to be issued to Pan African (or as directed by Pan African) upon completion of a positive Bankable Feasibility Study ( BFS ) on either the oxide or sulphide ore on the Mining Concession which recommends the construction of a mine with at least a ten year life and production scope of 50,000 ounces per annum and at any time after completion of the BFS the Board of TNV elects to commence construction of the mine as recommended in the BFS and has financing arranged for the construction of the mine or at the Company’s election $7,310,000 in cash, paid as directed by Pan African;

• (iv) 7,166,667 Shares to be issued to Pan African (or as directed by Pan African) upon production of either oxide or sulphide ore at the plant constructed by Explorator Limitada to process ore from the Mining Concession at the capacity specified in the Bankable Feasibility Study, or at the Company’s election, $2,150,000 in cash, paid as directed by Pan African;

On 26 November 2013 the Company advised it had signed a binding agreement with Pan African for the buyback or cancellation of its existing Consideration Shares (25 million ordinary shares) and Deferred Consideration of Cash and Shares, including its right to Deferred Cash Consideration (refer ASX Announcement 29 August 2012), following payment of A$2 million (the amount of cash consideration to be paid under the Pan African Agreement) by 1 March 2014.

As part of this binding agreement, Auroch has agreed to a total consideration payable to Pan African of A$2 million on 1 March 2014. Auroch will made a payment of A$150,000 within 5 days of the agreement, which is offset against the A$2 million payment due 1 March 2014. Auroch can extend the payment date by a further two months, to 1 May 2014, by the payments of A$50,000 per month. All these payments (up to A$250,000) will be offset against the A$2 million consideration so long as payment of the balance due is received by 1 May 2014.

Should Auroch fail to make the full payment of A$2 million (less payments already remitted) to Pan African by no later than 1 May 2014, then the original terms of the agreement between Pan African and Auroch (refer ASX announcement 29 August 2012, supplementary prospectus dated 15 November 2012 and second supplementary prospectus dated 20 December 2012) remains intact and unchanged, and the payments made under this agreement are non-refundable.

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2013

NOTE 8: FAIR VALUES OF FINANCIAL INSTRUMENTS

Recurring fair value measurements

The Consolidated Group does not have any financial instruments that are subject to recurring or non-recurring fair value measurements.

Due to their short term nature, the carrying amount of current receivables, current trade and other payables and current interest-bearing liabilities is assumed to approximate their fair value.

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AUROCH MINERALS NL

DECLARATION BY DIRECTORS

The Directors of the Group declare that:

1. The financial statements, comprising the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity and accompanying notes, are in accordance with the Corporations Act 2001 and:

2. (a) comply with AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

3. (b) give a true and fair view of the consolidated entity’s financial position as at 31 December 2013 and of its performance as represented by the results of its operations, changes in equity and its cash flows, for the half-year ended on that date.

4. In the directors’ opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:

Dated this 14[th] day of March 2014

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Dean Cunningham Managing Director

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Tel: +8 6382 4600 38 Station Street Fax: +8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Auroch Minerals NL

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Auroch Minerals NL, which comprises the consolidated statement of financial position as at 31 December 2013, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the half-year ended on that date, notes comprising a statement of accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year’s end or from time to time during the half-year.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2013 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Auroch Minerals NL, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Auroch Minerals NL, would be in the same terms if given to the directors as at the time of this auditor’s review report.

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

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Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Auroch Minerals NL is not in accordance with the Corporations Act 2001 including:

• (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2013 and of its performance for the half-year ended on that date; and

• (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001

Emphasis of matter

Without modifying our conclusion, we draw attention to Note 1 in the half-year financial report, which indicates that the ability of the consolidated entity to continue as a going concern is dependent upon the Group raising additional capital via any means available to it inclusive of, but not limited to, placements, partly paid share conversions, rights issues, or joint venture arrangement in a timely manner in order to fund the ongoing exploration and operation activities. These conditions, along with other matters as set out in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.

BDO Audit (WA) Pty Ltd

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Phillip Murdoch Director

Perth, 14 March 2014