ORE RESOURCES LIMITED — Interim / Quarterly Report 2015

Mar 12, 2015

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ACN 148 966 545

Interim Financial Report for the Period Ended 31 December 2014

AUROCH MINERALS NL

CONTENTS

Page  Directors’ Report 2  Auditor’s Independence Declaration 11  Consolidated Statement of Profit or Loss and Other Comprehensive Income 12  Consolidated Statement of Financial Position 13  Consolidated Statement of Changes in Equity 14  Consolidated Statement of Cash Flows 15  Notes to the Consolidated Financial Statements 16  Directors’ Declaration 24  Independent Auditor’s Review Report to the Members 25

CORPORATE DIRECTORY

ABN 91 148 966 545 Directors Mr Glenn Whiddon (Executive Chairman) Mr Nicholas Ong (Non-Executive Director) Mr Matthew Foy (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 GTP Legal Level 1, 28 Ord St West Perth WA 6005 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 2014 (the Period ).

1. DIRECTORS

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

Mr Glenn Whiddon (Executive Chairman) Mr Nicholas Ong (Non-Executive Director) Mr Matthew Foy (Non-Executive Director) (appointed 3 December 2014) Mr Jan Nelson (Non-Executive Director) (resigned 28 November 2014)

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 $513,532 (2013: $370,440).

3. PRINCIPAL ACTIVITY

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

4. REVIEW OF OPERATION

MANICA GOLD PROJECT

During the reporting period, the Company announced a significant shift in focus which will unlock the value of its Mozambique gold assets near the town of Manica, Mozambique.

In early 2014 Auroch committed resources to a comprehensive review of the Fair Bride deposit which is the largest orebody within the Manica Project Area ( Figure 1 ). The new work included a new Mineral Resource Estimate ( MRE ) for Fair Bride completed by CSA Global (UK) and a comprehensive set of metallurgical tests on the fresh gold bearing ore. Both results were released to market during the reporting period and will form the basis of a Scoping Study on Fair Bride as a stand-alone development which is expected to be released to the market in Q1 2015.

The recent Mineral Resource update (ASX - 14 November 2014) has brought the estimate into line with the 2012 JORC Code for the reporting of mineral resources and ore reserves. Importantly, the new mineral resource estimate included a significant re-interpretation of the geological controls on mineralisation, along with this better understanding came a significant increase in the global grade of the deposit to over 3 g/t Au. The additional detail has significantly improved the ability to devise and manage a more selective mining strategy which will predominantly be open pit before proceeding underground on the high-grade shoots.

Recent testwork on the sulphide ore at Fair Bride has shown that a recovery range of between 74% and 78% for the fresh ore, is achievable (ASX - 19 November 2014). The higher resource grade and the high recoveries in the transitional (>80%) and oxide (>95% ASX – 14 March 2014) ores point to an exciting development opportunity. The planned circuit will involve crushing and milling followed by flotation to produce a gold rich concentrate which will undergo a re- grind followed by standard cyanide leaching of the concentrate.

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DIRECTORS’ REPORT

Auroch will now concentrate its efforts into completing the required technical studies and bringing Fair Bride into production in the shortest time possible.

Updated Mineral Resource Estimate

During the Period, Auroch released an updated Mineral Resource Estimate ( MRE ) for the Fair Bride Deposit. Fair Bride is the flagship deposit within the Manica Project in western Mozambique.

The Mineral Resource Estimate is presented in Table A.

Auroch has made a strategic decision to focus on the Fair Bride deposit, the largest orebody within the Mining Lease 3990C ( Figure 1 ). The update to the previous 2011 mineral resource estimate and a comprehensive set of new metallurgical tests at Fair Bride will form the backbone of a scoping study focused solely on the development of the Fair Bride deposit.

A summary of the information used to estimate the resource follows. The overall geological setting is a classic “Shear Zone Hosted Gold Deposit” occurring in the Odzi-Manica-Mutare ( OMM ) greenstone belt within the Archaean aged Zimbabwe Craton. The OMM hosts a number of gold deposits including the Redwing, Penhalonga and Rezende mines. The Fair Bride deposit is hosted within a sequence of low-MgO ultramafics, mafics and sedimentary units that have been metamorphosed to upper Greenschist – lower amphibolite facies. Gold mineralisation occurs in an eastwest trending shear zone within a multiply deformed, retrograde alteration halo. The gold is typically associated with arsenopyrite (up to 5%) within a silica + chlorite + albite +biotite + Illite ± carbonate ± pyrite alteration halo.

Fair Bride Mineral Resource Estimate (MRE) November 2014.	Fair Bride Mineral Resource Estimate (MRE) November 2014.	Fair Bride Mineral Resource Estimate (MRE) November 2014.	Fair Bride Mineral Resource Estimate (MRE) November 2014.
Deposit	Category	Cut-off Au (g/t)	Tonnes (kt) 2,893 2,665	Grade Au (g/t) 3.14 3.07	Total Au (Oz) 291,600 263,300
Fair Bride	Measured	1.0
Fair Bride	Indicated	1.0
Fair Bride Measured & Indicated Resources			5,557	3.11	554,900
Fair Bride	Inferred	1.0	3 988	2.87	368,300
Fair Bride Total Resources			9,546	3.01	923,200

Table A. Fair Bride Mineral Resource Estimate presented at a 1.0 g/t cut-off. The grade-tonnage relationship for the Measured and Indicated category resources is presented in Figure 4.

Detailed geological studies have identified the key lithologies interpreted to be important to the spatial distribution of the orebody, including the overprint of weathering where the Base of Complete Oxidation ( BOCO ) and the Top of Fresh Rock (TOFR ) were logged in detail. This has allowed the compilation of a robust geological interpretation which was wireframed and used for resource estimation.

Drilling of the deposit has been by both diamond drilling (75%) and Reverse Circulation (RC) drilling. Diamond drilling was of HQ and NQ diameter core (111 holes for 21,555m), recoveries of diamond core across the deposit were excellent averaging 96%.

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DIRECTORS’ REPORT

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Figure 1. Project location Map highlighting the main prospects throughout Auroch’s tenement area. Inset shows the location in western Mozambique.

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Figure 2. Fair Bride MRE focus area showing surface geology. Collar plan hole traces and trenching.

AUROCH MINERALS NL

DIRECTORS’ REPORT

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Figure 3. Cross section 486400mE looking east highlights the mafic, ultramafic, sedimentary sequence dipping steeply north.

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Figure 4. Graph of the Grade - Tonnage relationship for Measured and Indicated Resources.

AUROCH MINERALS NL

DIRECTORS’ REPORT

Update on metallurgical evaluation of fair bride sulphide ore

During the Period, Auroch provided an update on progress of its metallurgical test programme, focusing on the Fair Bride sulphide ore body.

Metallurgical Test Program

The process under development for Fair Bride consists of a sulphide flotation plant which will produce a gold-rich concentrate. This concentrate, which is typically 10-20% of the main plant feed tonnage, will then undergo a regrind before final recovery in a conventional carbon circuit. Testing of various grind sizes between 45 micron to 14 micron has been completed with the 14 micron sample delivering the highest recoveries.

Oxides and Transitionals

Further work on oxide ore conducted at SGS in Johannesburg confirmed the amenability of the material to direct cyanidation and recoveries of >95% were achieved. In order to fully develop the process route transitional samples were also tested and as previously announced, an overall recovery of 79.5% was achieved after concentrate treatment and tailings leach.

Flotation on Sulphide Ore

The use of flotation on pyrite/arsenopyrite ores containing gold is a well-established metallurgical application and is used in many gold deposits worldwide. Previous flotation test work on Fair Bride ore date back to 2006, when highgrade ore (3.73 g/t Au) was tested at SGS Laboratories in Johannesburg. More recently a composite sample of sulphide ore with a 2.1g/t Au head grade was tested at Maelgwyn Laboratories in Johannesburg to determine the flotation recovery at a nominal grind size of P80=75 microns, results are presented in Table B.

Year	Laboratory	Head Grade	Au Recovery to	Mass Pull	Concentrate Grade
		g/t Au	Concentrate	% head feed	g/t Au
			%
2006	SGS	3.73	98	19	21.0
2014	Maelgwyn	2.10	91	14	15.3

Table B: The results of flotation tests on sulphide ores from Fair Bride are summarised.

The results shown above refer to first pass rougher flotation only. Further test work showed it was possible to reduce the concentrate mass to just over 10% and increase the final concentrate gold grade from 21 to 33 g/t or higher with Re-cleaning.

Process Development

Interpretation of previous work combined with new results show that overall gold recovery from Fair Bride sulphide ore will be in the range of 74-78%.

Potential to grow Fair Bride Resource

Following the reinterpretation of the geology and completion of the updated MRE at Fair Bride, opportunities for both resource classification upgrading and addition of new resource Au ounces has been assessed.

Excellent target opportunities identified are as follows (See Figure 7 and Table D):

1. Conversion of Inferred Resources to Indicated Resources within the existing model to RL 300m

2. Generate new Inferred Resources within the existing block model to RL 300m

3. Generate new Inferred Resources below the existing block model to RL 100m

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DIRECTORS’ REPORT

1. Assess the ground adjacent the western extremity of the existing block model

The Exploration targets stated below show the potential for Fair Bride to grow through exploration where opportunities exist to upgrade current resources (target 1) from inferred to indicated and from down dip (targets 2 & 3) and along strike (target 4) outside the resource boundary where additional ounces may be discovered.

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Figure 7. West - East Long Section Showing the Block Model (shaded blue) and Opportunity Areas

Opportunity	Tonnage (kt)	Mean Grade (Au g/t)	Contained Au (Au Oz)
1	3,200 – 3,900	2.60 – 3.2	267,000 – 398,000
2	50 – 60	1.8 – 2.1	3,000 – 4,000
3	3,900 – 4,700	2.7 – 3.2	329,000 – 491,000
4	2,400 – 3,000	2.9 – 3.5	226,000 – 337,000
Total	9,500 – 11 660	2.7 – 3.4	825,000 – 1,230,000

Table C: Exploration Targets - Possible Tonnage Grade and Content Ranges for Opportunities 1 – 4 (@ Cut off 1.0 g/t Au)

A drilling program to validate these targets is currently in the planning phase. The potential quantity and grade of the Exploration Targets is conceptual in nature, and there has so far been insufficient exploration to estimate a Mineral Resource. It is uncertain if further exploration will result in the estimate of a Mineral Resource.

Regional Exploration Potential of the Project

Importantly, although the current focus is on Fair Bride, the 3390C Licence area still has considerable exploration upside, with significant resources already defined at Guy Fawkes, Dot’s Luck and Boa Esperanza.

The consolidated Exploration Target for the Manica Gold Project has been estimated in accordance with the JORC (2012) guidelines and is presented in Table D.

Table E: Manica Gold Project – Exploration Target	Table E: Manica Gold Project – Exploration Target	Table E: Manica Gold Project – Exploration Target
Tonnes (Kt)	Au (g/t)	Contained Gold
250-1,500	2.0-4.0	360,000-1,700,000

Table D: Exploration Targets - Possible Tonnage Grade and Content Ranges regional exploration

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AUROCH MINERALS NL

DIRECTORS’ REPORT

The potential quantity and grade of the Exploration Target is conceptual in nature, and there has so far been insufficient exploration to estimate a Mineral Resource. It is uncertain if further exploration will result in the estimate of a Mineral Resource.

Fair Bride Scoping Study

The Company is in the final stages of completion of a Scoping Study for the development of the Fair Bride deposit as an open cut operation that will progress towards an underground development by declining from the high-wall of the open pit. The results of the scoping study will be released to the market in Q1 2015.

CORPORATE

Manica Gold Project Acquisition – Final Completion

During the Period the Company advised that it had entered into a deed of mutual settlement and release with Pan African Resources plc ( Pan African ) in relation to the Manica Gold Project.

Auroch paid Pan African a final payment of $350,000 in full and final satisfaction of its obligations:

• to pay the remaining $1.15 million Consideration Cash;

• to pay up to $4 million in Deferred Cash Consideration;

• to issue up to 71,666,668 ordinary shares as Deferred Consideration Shares under the original share sale agreement; and

• Auroch also cancelled the existing 25 million shares held by Pan African.

Board Changes

Following the resignation of Jan Nelson as a Non-executive Director of the Company during the reporting period, Matthew Foy was appointed to the Board as a Non-executive Director. Matthew is also Auroch’s Company Secretary and is an active member of the WA State Governance Council of Governance Institute Australia (GIA). Matthew spent four years at the ASX facilitating the listing and compliance of companies and possesses competencies in publicly listed company secretarial, operational and governance disciplines. Matthew is currently company secretary to several ASX-listed Companies.

Loan Facility

During the reporting period, the Company advised that it entered into an unsecured loan facility with an unrelated party of up to $500,000 ( Loan Facility ). The Loan Facility has a repayment date of 31 July 2015 and accrues interest at a rate of 9.25% per annum. The Company also entered into an unsecured loan facility with Mr Glenn Whiddon for $275,000 which accrues interest at a rate of 9.25% per annum and may be repayable on seven business days following a written notice for repayment.

SUBSEQUENT EVENTS

Appointment of CEO

Subsequent to the Period the Company advised that Dr Andrew Tunks had joined the Company as Chief Executive Officer on 9 January 2015 to advance the Fair Bride deposit through its feasibility stages and assess potential new opportunities.

For six months prior to his appointment, Dr Tunks acted as a consultant to Auroch, assisting on the MRE update. Prior to joining Auroch, Dr Tunks was Managing Director at A-Cap Resources Limited and has previously held senior gold exploration positions, including Chief Geologist at IAMGOLD Corporation, Ranger Minerals Limited in West Africa and North Limited in Western Australia.

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DIRECTORS’ REPORT

AUROCH MINERALS NL

Dr Tunks, who holds a B.Sc. (Hons) from Monash University and a Ph.D. in geology from the University of Tasmania, has over 25 years of experience in exploration and mining in Australia, Africa and South America.

Dr Tunks’ core expertise is in structural and economic geology relating to gold deposits. As a former Senior Lecturer in Geology at the University of Tasmania, Dr Tunks has been published in peer-reviewed journals and presented at various international conferences on the structural controls of gold mineralisation. He is also an accredited member of The Australian Institute of Geoscientists.

Dr Tunks has strong links to the equity markets and has been involved in raising over $50M of capital for exploration and development projects, he has held several Board positions and is currently a Non-executive Director of Minerals Corporation Limited (ASX:MSC).

Convertible Note Conversion and Maturity Date Extension

Subsequent to the reporting period Auroch advised of the conversion of 640,000 Convertible Note Securities pursuant to the terms and conditions of the convertible note facility announced to ASX on 23 April 2014. Further, Noteholders representing 160,000 Convertible Note Securities entered into deeds of extension to vary the End Date of the Convertible Note Securities to 30 June 2015.

Competent Persons Statement

The information in this report that relates to Mineral Resources, 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 con sideration 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.

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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 11 of this half-year financial report.

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

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Matthew Foy DIRECTOR

Dated this 13[th ] Day of March 2015

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Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF STONEHENGE METALS LIMITED

As lead auditor for the review of Stonehenge Metals Limited for the half-year ended 31 December 2014, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

2. No contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Stonehenge Metals Limited and the entities it controlled during the period.

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Phillip Murdoch

Director

BDO Audit (WA) Pty Ltd

Perth, 13 March 2015

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

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AUROCH MINERALS NL

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

Revenue Less Expenses: Accounting fees Audit fees Consulting fees Corporate advisory Directors expense Corporate and regulatory fees Interest Rent Travel & accommodation Borrowing costs Finance Expense Reversal of Share Based Payment Expense 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 for the period net of tax Total comprehensive income/(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 2014 $ 31 December 2013 $ 771 (39,000) 25,154 (31,671) (12,972) (15,107) (79,473) (5,600) (24,000) (42,600) (30,000) (161,969) (15,997) (11,183) (73,547) - - (24,603) (25,821) (31,596) (62,676) - (150,930) - 42,630 - (42,517) (71,265)
	(513,532) (370,440) - -
	(513,532) (370,440) 912,901 249,885
	912,901 249,885
	399,369 (120,555)
	(0.90) (0.62) (0.90) (0.62)

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 2014

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 Borrowings 5 Financial Liabilities Total Current Liabilities Non-current Liabilities Financial liabilities Total Non-current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 6 Reserves Accumulated losses TOTAL EQUITY	31 December 2014 $ 30 June 2014 $ 110,207 331,570 15,400 18,393
	125,607 349,963
	- 1,157 9,334,972 16,371,887
	9,334,972 16,373,044
	9,460,579 16,723,007
	1,864,779 1,581,576 1,993,517 1,021,541 - 50,000
	3,858,296 2,653,117
	- 1,450,000
	- 1,450,000
	3,858,296 4,103,117
	5,602,283 12,619,890
	7,325,111 14,699,457 1,550,208 679,937 (3,273,036) (2,759,504)
	5,602,283 12,619,890

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

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

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 Balance at 1 July 2014 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 buy-back Share capital raising costs Balance at 31 December 2014	Equity Losses $ $ Contributed Accumulated Share Based Payments Reserve Foreign Translation Reserve Total Equity $ $ $ 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
	14,699,457 (2,759,504) 42,630 637,307 12,619,890
	- (513,532) - - (513,532) - - - 912,901 912,901
	- (513,532) - 912,901 399,369 127,429 - - - 127,429 (7,500,000) - (42,630) - (7,542,630) (1,775) - - - (1,775)
	7,325,111 (3,273,036) - 1,550,208 5,602,283

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

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CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

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 borrowings 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 2014 $ December 2013 $ (158,495) (419,475) 771 - 19,643 -
	(157,724) (399,832)
	- - (350,000) (150,000) (434,190) - - (1,892,528) - -
	(784,190) (2,042,528)
	- - 725,000 - - -
	725,000 -
	(216,914) (2,442,360) (4,449) 19,196 331,570 2,886,145
	110,207 462,981

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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

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.

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 2014, 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 2014 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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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

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 $513,532 (31 December 2013: $370,440) and experienced net cash outflows from operating and investing activities of $941,914 for the half-year ended 31 December 2014 (31 December 2013: net outflows $2,442,360). Net assets of the Group as at 31 December 2014 were $5,602,283 (30 June 2014: net assets of $12,619,890).

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. Over the course of the next 12 months, the Directors consider that there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become due and payable and that the going-concern basis of preparation remains appropriate when preparing the half-year report.

The Company is currently in advanced negotiations with an existing shareholder in relation to securing a convertible debt facility. The Company is also considering conducting a capital raising via other methods such as an equity raising.

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.

Segment information relating to the reportable segment being mineral exploration in Australia is outlined below.	Mozambique and Western
December 2014	Western
Mozambique	Australia Total
$	$ $
Revenue from external sources -	- -
Reportable segment profit / (loss) -	- -
Reportable segment assets 9,114,515	181,190 9,295,705
Reportable segment liabilities 1,347,908	1,347,908

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

2. SEGMENT INFORMATION (Cont)

December 2014 Mozambique $ 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 2014 Mozambique $ Revenue from external sources - Reportable segment profit / (loss) - Reportable segment assets 16,194,782 Reportable segment liabilities 1,500,000 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 Other Segment Information Total segment revenue Interest revenue Total revenue from continuing operations Segment assets are reconciled to total assets as follows: Segment assets Unallocated: Cash and cash equivalents Trade and other receivables Other mineral exploration and evaluation expenditure Property, plant and equipment Total assets as per the statement of financial position	Western Australia $ Total $ - - - 771 (1,157) (30,000) 42,630 - (525,776) (513,532) Western Australia $ Total $ - - - - 177,105 16,371,887 - 1,500,000 - 29,154 (2,313) (358,134) - - (589,758) (921,051) Dec 2014 $ June 2014 $ - - 771 29,154
	771 29,154
	9,295,705 16,371,887 110,207 331,570 15,400 18,393 39,267 - - 1,157
	9,460,579 16,723,007

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

Segment liabilities are reconciled to total liabilities as follows: Segment Liabilities Unallocated: Trade and other payables Borrowings Total liabilities as per the statement of financial position	1,347,908 1,500,000 516,871 1,581,576 1,993,517 1,021,541
	3,858,296 4,103,117

3. EXPLORATION AND EVALUATION EXPENDITURE

Balance at beginning of the period Sharebuy-back (Pan African shares) (i) Cancellation of cash consideration (ii) Exploration expenditure incurred Movement due to foreign exchange translation Balance at the end of the period	31 December 30 June 2014 2014 $ $ 16,371,887 14,017,538 (7,500,000) - (1,150,000) - 747,573 3,278,210 865,512 (923,861)
	9,334,972 16,371,887

During the Period the Company advised that it had entered into a deed of mutual settlement and release with Pan African Resources plc ( Pan African ) in relation to the Manica Gold Project.

Auroch paid Pan African a final payment of $350,000 in full and final satisfaction of its obligations:

• (i) Immediate cancellation of existing Consideration shares (25 million ordinary shares) held by Pan African Resources Plc.

• (ii) Cancellation of the outstanding cash consideration due of $1,150,000

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

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

4. TRADE AND OTHER PAYABLES

Trade payables Accruals	December 2014 $ 1,805,666 30 June 2014 $ 1,528,463 59,113 53,113 1,864,779 1,581,576

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

5. BORROWINGS

Loans (held at amortised cost) (i) Convertible Notes (held at fair value) (ii)	December 2014 $ 972,653 30 June 2014 $ 200,000 1,020,864 821,541
	1,993,517 1,021,541

(i)(a) Loan received from Glenn Whiddon (Executive Director) to fund the Group’s working capital commitments.

Principal	Repayment date	Interest	Security
$300,000	21 February 2015	9.25%	Nil
$175,000	7 days written notice	9.25%	Nil

• (b) Loan received from an unrelated party to fund the Group’s working capital commitments.

Principal	Repayment date	Interest	Security
$472,500	31 July 2015	9.25%	Nil

• (ii) Funds raised from the issue of convertible notes for working capital purposes and subject to the following terms:

Principle amount $800,000 Date 7 April 2014 Term 9 months from drawdown Coupon interest rate 12% per annum Conversion Greater of: (a) $0.03; and

(b) The price which is a 20% discount to the 10 day VWAP

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

6. CONTRIBUTED EQUITY

(a) Share Capital

(a) Share Capital 2014 2013 2014 Fully paid Shares Shares $ 34,325,781 58,092,515 7,755,184 Partly Paid 21,800,000 21,800,000 218,000 Equity raising costs - - (648,073) 56,125,781 79,892,515 7,325,111 (b) Movements in ordinary shares 2014 Date Details Note Number of shares Issue price 01/07/14 Balance at 01 July 58,092,515 - 21/07/14 Issue of Facility Fee shares 217,500 0.10 17/12/14 Share issued in settlement of deferred employment entitlement 1,015,766 - 22/12/14 Share buy-back3(25,000,000) 0.30 Less: capital raising costs 31/12/14 Balance at 31 December 34,325,781 2013 Date Details Number of shares Issue price 01/07/13 Balance at 01 July 59,492,515 - 31/12/13 Balance at 31 December 59,492,515		2013 $ 15,127,754 218,000 (646,297) 14,699,457 2014 $ 14,481,457 21,750 105,679 (7,500,000) (1,775) 7,107,111 2013 $ 14,481,457 14,481,457

(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.

2014

Date Details 01/07/14 Balance at 01 July 31/12/14 Balance at 31 December	Number of shares Issue Price 21,800,000 - 21,800,000 -	2014 $ 218,000
		218,000

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

(c) Movements in partly paid shares (cont)

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

7. EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD

Appointment of CEO

Subsequent to the Period the Company advised that Dr Andrew Tunks had joined the Company as Chief Executive Officer on 9 January 2015 to advance the Fair Bride deposit through its feasibility stages and assess potential new opportunities.

For six months prior to his appointment, Dr Tunks acted as a consultant to Auroch, assisting on the MRE update. Prior to joining Auroch, Dr Tunks was Managing Director at A-Cap Resources Limited and has previously held senior gold exploration positions, including Chief Geologist at IAMGOLD Corporation, Ranger Minerals Limited in West Africa and North Limited in Western Australia.

Dr Tunks, who holds a B.Sc. (Hons) from Monash University and a Ph.D. in geology from the University of Tasmania, has over 25 years of experience in exploration and mining in Australia, Africa and South America.

Dr Tunks’ core expertise is in structural and economic geology relating to gold deposits. As a former Senior Lecturer in Geology at the University of Tasmania, Dr Tunks has been published in peer-reviewed journals and presented at various international conferences on the structural controls of gold mineralisation. He is also an accredited member of The Australian Institute of Geoscientists.

Dr Tunks has strong links to the equity markets and has been involved in raising over $50M of capital for exploration and development projects, he has held several Board positions and is currently a Non-executive Director of Minerals Corporation Limited (ASX:MSC).

Convertible Note Conversion and Maturity Date Extension

Subsequent to the reporting period Auroch advised of the conversion of 640,000 Convertible Note Securities pursuant to the terms and conditions of the convertible note facility announced to ASX on 23 April 2014. Further, Note holders representing 160,000 Convertible Note Securities entered into deeds of extension to vary the End Date of the Convertible Note Securities to 30 June 2015.

8. CONTINGENCIES

The contingent liability reported in the year to 30 June 2014 has been settled as part of the deed of mutual settlement and release.

The Group had no contingent assets or liabilities at 31 December 2014.

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2014

9. 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 2014 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 13[th ] day of March 2015

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Matthew Foy Director

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Tel: +61 8 6382 4600 38 Station Street Fax: +61 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 Stonehenge Metals Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Stonehenge Metals Limited, which comprises the consolidated statement of financial position as at 31 December 2014, 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 2014 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 Stonehenge Metals Limited, 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 Stonehenge Metals Limited, 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

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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 Stonehenge Metals Limited 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 2014 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 future successful raising of necessary funding through equity, successful exploration and subsequent exploitation of the consolidated entity’s tenements, and/or successful development and subsequent exploitation of the consolidated entity’s wave technology. 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, 13 March 2015

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