ORE RESOURCES LIMITED — Interim / Quarterly Report 2016

Jul 28, 2016

ASX Code: AOU

Securities on Issue as at 29 July 2016:

76,810,865 fully paid ordinary shares (quoted)

3,875,000 options exercisable at $0.15 expiring 18/7/2016

300,000 options exercisable at $0.10 expiring 17/03/2018

1,000,000 options exercisable at $0.10 expiring 23/10/2018

20,394,650 options exercisable at $0.20 on or before 23 October 2018

5,295,402 options exercisable at $0.08 expiring 31/12/2018

Directors

Glenn Whiddon (Executive Chairman)

Ryan Gaffney (Non-executive Director) Matthew Foy (Non-executive Director)

Company Secretary

Matthew Foy

Contact

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

Quarterly Activities Report as at 30 June 2016

Auroch Minerals Limited (ASX:AOU) ( Auroch or the Company ) is pleased to provide shareholders with the following summary of its activities during the June quarter.

OPERATIONS

Hombolo Lithium Project, Tanzania

On 24 May 2016 the Company advised it had entered into an agreement to acquire the Hombolo Lithium Project in Tanzania. The Hombolo Lithium Project is approximately 40km north east of the Tanzanian capital Dodoma. The project area is adjacent to the Liontown Resources Ltd (ASX:LTR) Mohanga Lithium-Tantalum Project where Liontown recently announced grades up to 5.2% Li2O and 0.11% Ta in pegmatites that intrude the regional metamorphic basement rocks (refer LTR announcement 18/12/2015).

Auroch secured the rights to the Hombolo Lithium Project through a deal to acquire a ground package that comprises over 1,700 km[2] including two approved prospecting licences ( PLs ) immediately adjacent to known mineralisation, 8 regional prospecting licences still in application ( PLAs ) and 3 granted primary mining licences ( PMLs ) and 8 applications for primary mining licences (together the PMLs ) that are part of an excision within the Liontown Project.

On 4 July 2016 the Company advised that it had conducted final due diligence investigations on the Hombolo Lithium Project.

Assay Results from due diligence sampling conducted in May across the Hombolo Ground package yielded disappointing results and showed no significant anomalism across the tenement package outside the historic open pit workings within the Primary Mining Licences.

Phase 1 exploration had already commenced with 1800m of trenching within the PMLs which exposed significant pegmatite however no mineralisation was observed within the pegmatites. Taking into account the poor assay results from the DD sampling, the thick alluvial cover over the bulk of the tenement package and the absence of mineralisation observed in the trenching, the

management of Auroch feels there is little scope for the discovery of economic mineralisation within the Hombolo tenement package.

Accordingly, the Company advised it would not progress with the acquisition of the Hombolo Lithium Project and withdrew Resolution 2 of the notice of meeting dated 14 June 2016.

Norseman Gold Projects, Western Australia

Subsequent to the quarter the Company provided an update on its Norseman Gold Projects, Western Australia. A complete review of existing data for P63/1646 (the Beete Gold Project ) & P63/1694 (the Peninsula Gold Project ) commenced in April 2016, including a reconnaissance site visit to both tenements and surrounding areas by CEO Dr Andrew Tunks. The Beete Gold Project (P63/1646) is located approximately 55 kilometres south of Norseman ( Figure 1 ), with the Peninsula Gold Project (P63/1694) located approximately 27 kilometres north of Norseman ( Figure 2 ).

==> picture [370 x 233] intentionally omitted <==

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

P63/1646 - Beete
----- End of picture text -----

Figure 1: P63/1646 - Beete Gold Project location map.

The historic mine workings at the Beete Gold Project were visited and hand specimens collected. Gold mineralisation is hosted within a narrow quartz vein, and sometimes in the adjacent hanging and/or footwall shear. The vein conforms closely to the attitude of the host lithology (quartz rich arenites and quartz feldspar amphibole schists), however considerable local variations in dip can occur.

The Beete Gold Project recorded production post-1974 was 2,816 tonnes of ore at an average grade of 24.8g/t Au [2,300 ounces].

There is sufficient encouragement from reconnaissance activities and an initial review of the data to suggest there is a possibility of discovering economic quantities of structural lode style mesothermal gold veins on the tenements. An initial proposal for further mapping and additional surface sampling has been designed to assess the potential of mineralisation at the Beete Gold Project extending within the tenement.

==> picture [369 x 390] intentionally omitted <==

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

P63/1694 - Peninsula
----- End of picture text -----

Figure 2: P63/1694 - Peninsula Gold Project location map.

The mineralisation at the Peninsula Gold Project was observed to be associated with north-south trending quartz veins which dip at angles of 60-80 degrees to the east. A major quartz reef extends for the length of the tenement and was worked in the late 1800’s and intermittently throughout the 1900’s. Five historic shafts on this north-south trend were visited within the project area. At the north end of the tenement the main reef appears to have been faulted, and the geology is complicated by drag folding associated with faulting. Small scale open cut and underground mining previously occurred with a trial open pit mining operation yielding 424 tonnes of ore grading at 2.14 g/t Au, and a decline producing 495 tonnes of ore at 1.62 g/t Au. Mining was stopped due to issues with continuity.

At the Peninsula Gold Project, a preliminary review of current data shows possible extensions of the known mineralisation both along strike and at depth. A targeted scout drilling program will be planned to test the potential extensions of mineralisation in a bid to expand its size within the tenement.

A review of all existing data on the tenements is underway, including:-

• Assembly of pertinent data from the Department of Mines and Petroleum (DMP) GIS data sets;

• Assembly, processing and/or integration of the best available magnetic and gravity data with the aim of generating images that will facilitate definition of: alteration, faults, joint sets, and potential field associations of known gold occurrences in the region;

• Assembly and integration of geochemical data sets generated from the open-file exploration records of the region; and

• Assembly and integration of any data generated from prior exploration drill holes, rock chip sampling, soil sampling, and other sampling in the region.

CORPORATE

CEO & Board Appointments

During the quarter the Company advised that Dr. Andrew Tunks had committed to a full-time role as Auroch CEO. Auroch Chairman Glenn Whiddon remarked “ Andrew has been working with the Company for more than 12 months now and was involved in both the re-evaluation of the Manica Gold Project and its subsequent sale. We are excited to welcome Andrew into a more fulsome role where his passion for the industry and close links to Capital Markets and technical expertise will be of great value to the Company .”

Dr Tunks holds a B.Sc (Hons) Monash and a Ph.D UTAS in geology and has over 25 years’ experience in the minerals industry. He previously held senior technical roles at North Limited, Paladin Resource, Ranger Minerals and Iamgold and was CEO of A-Cap Resources, Botswana Metals and Ausgold. Over the last few years Andrew has successfully built a bespoke geological consultancy providing highly targeted advice on technical mining issues.

The Company also advised that Mr Ryan Gaffney had been appointed to the Board as Non-Executive Director. Mr Gaffney holds a BSBA in Finance and Economics from the Daniels College of Business, University of Denver, Colorado.

Mr Gaffney, based in London, UK, currently runs an independent advisory and consulting business focused on Mergers and Acquisitions advisory and fundraising for small and medium-cap companies. He was previously a Managing Director with Canaccord Genuity in London, where he focused on providing natural resources clients with mergers and acquisitions, financing, and advisory services from 2002 to 2015.

Following the appointment of Mr Gaffney, the Company advised that Mr Nicholas Ong had resigned as Director of the Company. The Company wishes to thank Mr Ong for his significant contribution to the Company over the past two years.

Partly Paid Share Consolidation & Option Entitlement Offer

During the quarter, the Company announced it had completed a reduction of its share capital by:

• Extinguishing the uncalled amount of 19 cents per share on 21,800,000 partly paid shares; and

• Consolidating those shares on a 20:1 basis into 1,090,000 fully paid ordinary shares.

Following the consolidation and capital reduction the Company has 75,347,145 ordinary shares on issue.

On 14 April 2016, the Company despatched an entitlement offer to issue the partly paid shareholders 19 new options with an exercise price of $0.20 on or before 23 October 2018 at a subscription price of $0.005 per new option for every 20 partly paid shares held prior to the capital reduction and consolidation. The Company received subscription applications totalling 13,844,650 new options pursuant to the Options Offer raising $69,223 before costs. On 23 June 2016 the Company issued an additional 6,550,000 new options pursuant to the shortfall offer.

Settlement of Outstanding Loans

The Company announced on 18 April 2016 that it had repaid all loans and convertible notes outstanding representing $496,723. The outstanding balances have been repaid via the settlement of 169,561,799 shares in Xtract.

Deed of Settlement with Xtract Resources Plc

Subsequent to the quarter the Company advised it had entered into a deed of settlement with Xtract Resources Plc ( Xtract ) with respect to the US$2.5 million deferred consideration payable by Xtract to the Company ( Settlement Deed ).

Pursuant to the Sale Agreement (refer ASX Announcement 2 March 2016), three months following Completion Xtract was obliged to pay the Company Deferred Consideration totalling US$2.5 million comprising US$1.3 million cash and the remaining US$1.2 million payable in cash or XTR Shares at the Company’s election. The Company elected to receive the Deferred Consideration in cash.

Settlement Deed Terms

Subject to the Xtract’s compliance with the Settlement Deed, the Company has agreed to refrain from taking legal action against Xtract to enforce its obligation under the Sale Agreement to pay the Deferred Consideration on the following conditions:

• Xtract to make a first instalment payment of US$750,000 by 19 July 2016 (this has been paid); and

• Xtract to make a second and final payment of US$1,785,671.86 by 12 August 2016 ( Second Instalment ), which includes interest over the period 1 June 2016 to 19 July 2016, and interest on the Second Instalment over the period 20 July 2016 to 12 August 2016.

Sale of Xtract Resources Plc shares

During the period the Company realised the initial scrip consideration received from Xtract by disposing of 967,696,266 XTR shares at an average XTR share price of £0.001204 per share for total proceeds of £1,165,051 (A$2,250,507) to Auroch. After adjusting for the loans settled in XTR shares (refer announcement 18 April 2016) the Company booked a loss of A$1,230,413 following a decline in the XTR share price.

As at 29 July 2016 the Company had cash and receivables of A$8,322,692 and does not hold any shares in XTR.

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

Auroch Minerals Limited

Glenn Whiddon Chairman T: +61 8 9486 4036

Interest in Mining Tenements

Western Australia

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