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ORE RESOURCES LIMITED Interim / Quarterly Report 2016

Apr 27, 2016

65504_rns_2016-04-27_47e93fae-1a5e-48eb-88a0-3f2edf39fb6c.pdf

Interim / Quarterly Report

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ASX Code: AOU

Securities on issue as at 28 April 2016:

Quarterly Activities Report as at 31 March 2016

75,347,145 fully paid ordinary shares (quoted)

4,000,000 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

5,434,122 options exercisable at $0.08 expiring 31/12/2018

Directors

Glenn Whiddon (Executive Chairman)

Nicholas Ong (Non-executive Director) Matthew Foy (Non-executive Director)

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

OPERATIONS

Sale of the Manica Gold Project Complete

On 20 January 2016 the Company advised that, in relation to the disposal of 100% of the Company’s interest in the Manica Gold Project, the Honorable President of the Mozambique Tax Authority had determined that a total of US$698,968.78 in capital gains tax is due and payable at completion of the sale of the Manica Gold Project ( Sale Related Tax ).

On 5 February 2016, the Company announced that Xtract Resources Plc ( Xtract ), the purchaser, had forwarded the Sales Related Tax of US$698,968.78 to Mozambique in anticipation of settlement of the capital gains tax obligation payable at completion.

Company Secretary

Matthew Foy

Contact

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

The Company announced on 2 March 2016 that final approval had been received under the Mozambique Mining Act from the Mozambican mining authorities in addition to the earlier approvals from the Central Bank and the Ministry of Taxation, permitting the completion of the sale of 100% of the Manica Gold Project to AIM‐ listed Xtract (the Transaction ).

Final Transaction Terms:

  • Initial cash payment of ~A$4.2[1] million (US$3.0 million); and

  • The issue of 1,137,25,065 Shares in XTR; ( Completion Consideration ).

  • 3 months’ post completion:

  • Deferred cash consideration of ~A$3.5million[1] (US$2.5 million)

  • payable as follows:

  • US$1.3 million cash; and

  • the remaining US$1.2 million will be payable in cash or XTR Shares (at Auroch’s election), issued at a 20% discount to the 10‐day VWAP prior to Auroch’s election.

1 Assumes 1 US Dollar equals 1.40 Australian Dollars

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Extension of the date for the fulfilment of all conditions regarding the Transaction from 29 February 2016 to 31 March 2016 to facilitate payment of the Completion Consideration and admission to trading on AIM of the XTR shares.

The shares in Xtract issued to Auroch are subject to an orderly market agreement on the AIM. In addition, the parties have agreed that should Xtract undertake an equity financing prior to the 3‐ month period following completion of the Transaction, then any deferred consideration will become immediately due and payable in cash or shares at Auroch’s option.

Following completion of the sale of the Manica Gold Project, Auroch retains 100% of two prospecting licenses in Western Australia; the Beete Gold Project (P63/1646) and the Peninsula Gold Project (P63/1694) ( Figure 1 ). In addition to focusing its efforts on these two tenements the Company will continue to assess potential future opportunities to add value to shareholders.

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Figure 1 : Location of the Peninsula and Beete Gold Projects Western Australia

About Xtract

Xtract Resources plc (LON:XTR) is a gold and copper exploration development company with projects in Chile and South Africa with a current market capitalisation of approximately A$36.2 million (£17.5 million) and is well funded. Xtract aims to become a mid‐tier gold and copper producer with a focus on low cost, high margin shallow/surface deposits. Xtract’s Chairman Mr Colin Bird and CEO Mr Jan Nelson have a long history of involvement in the Manica Mining Concession having initially acquired the Manica Gold Project whilst at Pan African Resources plc in 2006. Mr Nelson is also a former Director of the Company.

CORPORATE

During the quarter, the Company announced that all resolutions put to shareholders at the general meeting held on 23 March 2016 were passed by a show of hands. The Company sought and obtained shareholder approval for the following special resolutions:

  1. Capital Reduction and Consolidation of Partly Paid Shares.

  2. Change of Company Type to a public company limited by shares.

  3. Adoption of a New Constitution.

In addition the Company sought approval to issue the Partly Paid Shareholders 19 New Options, at a subscription price of $0.005 per New Option, for every 20 Partly Paid Shares (or part thereof) held by the Partly Paid Shareholders prior to the Capital Reduction and Consolidation on the record date.

Subsequent Events

Partly Paid Share Consolidation & Option Entitlement Offer

Subsequent to the quarter, the Company announced that 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.

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. The new shareholders have accepted the Xtract shares as settlement due to the growth opportunities Xtract provides in the future.

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

Auroch Minerals NL

Glenn Whiddon Chairman T: +61 8 9486 4036

Interest in Mining Tenements

Mozambique Mining Concession

Tenement Tenement
ID
Status Interest at
beginning of
quarter
Interest
acquired or
disposed
Interest at
end of quarter
Manica Gold
Project
3990C Granted 100% (100%)

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%