ORE RESOURCES LIMITED — Interim / Quarterly Report 2016

Mar 14, 2016

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ACN 148 966 545

Interim Financial Report for the Period Ended 31 December 2015

AUROCH MINERALS NL

CONTENTS

Page  Directors’ Report 2  Auditor’s Independence Declaration 5  Consolidated Statement of Profit or Loss and Other Comprehensive Income 6  Consolidated Statement of Financial Position 7  Consolidated Statement of Changes in Equity 8  Consolidated Statement of Cash Flows 9  Notes to the Consolidated Financial Statements 10  Directors’ Declaration 18  Independent Auditor’s Review Report to the Members 19

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 2015 (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)

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 $848,601 (2014: $513,532).

3. PRINCIPAL ACTIVITY

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

4. REVIEW OF OPERATION

Sale of Manica Gold Project

On 30 June 2015 the Company advised it had entered into a binding agreement to sell 100% of the Manica mining Concession 3990C to AIM-listed Xtract Resources Plc ( Xtract or XTR ) for total sale consideration of US$10 million in a combination of cash and equity in Xtract, plus the assumption of project related creditors of up to US$1.5 million ( Agreement ).

The Agreement was conditional upon Auroch obtaining prior consent of the Government of Mozambique through the Ministry of Mineral Resources and Energy to the extent required under the Mozambique Mining Act and other applicable laws relating to the change of control of the Company’s subsidiary and communicating such change of control to the Mozambican mining authorities. Completion of the Agreement was also subject to Auroch obtaining shareholder approval under ASX Listing Rule 11.2 for the sale of the Manica Mining Concession and Xtract obtaining approval for the admission of the Consideration Shares to trading on AIM.

Subsequent to the Period on 2 March 2016 the Company advised that final approval had been received under the Mozambique Mining Act from 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 Xtract ( Completion ).

The final terms of the Agreement with Xtract are as follows:

• Cash payment at Completion of ~A$4.2 million[1] (US$3.0 million); and

• Issue of 1,137,258,065 XTR Shares (currently valued at ~A$4.22 million[2] ) ( Completion Consideration ).

Consideration to be paid 3 months post Completion:

• Deferred cash consideration of ~A$3.5million[3] (US$2.5 million) payable as follows:

• US$1.3 million cash; and

1 Assumes 1 US Dollar equals 1.40 Australian Dollars

2 Assumes 1 British Pound equals 1.95 Australian Dollars and an Xtract share price of £0.0019

3 Assumes 1 US Dollar equals 1.40 Australian Dollars

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AUROCH MINERALS NL DIRECTORS’ REPORT

• 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.

Xtract and the Company also agreed to extend 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

AUROCH MINERALS NL

DIRECTORS’ REPORT

CORPORATE

Receipt of Xtract Funds

During the half-year the Company announced the receipt of the first tranche of US$500,000 in funding from Xtract, which was used to settle various project creditors directly by Xtract. Further, on 17 September 2015 the Company announced the receipt of a further US$500,000 from Xtract following execution of the revised agreement.

Shareholder Approval

The Company announced that all resolutions put to shareholders at the extraordinary general meeting held on 15 October 2015, including a resolution relating to the sale of the Manica Gold Project, had been approved by shareholders. Shareholder approval for the sale of the Manica Gold Project amounted to a key condition precedent to completion of the transaction with Xtract.

In addition, the Company sought and obtained shareholder approval for, the issue of up to 1,139,956 convertible note securities ( Convertible Notes ). On 23 October 2015, Convertible Notes representing a face value of $250,000 were converted into 3,350,723 ordinary shares and 1,675,361 attaching options exercisable at $0.08 on or before 31 December 2018. The Company also issued 1,850,000 ordinary shares and 1,000,000 options exercisable at $0.10 on or before 23 October 2018 in settlement of outstanding creditors and deferred payments.

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 5 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 15[th ] Day of March 2016

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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 DEAN JUST TO THE DIRECTORS OF AUROCH MINERALS NL

As lead auditor for the review of Auroch Minerals NL for the half-year ended 31 December 2015, 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 Auroch Minerals NL and the entities it controlled during the period.

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Dean Just Director

BDO Audit (WA) Pty Ltd

Perth, 15 March 2016

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.

AUROCH MINERALS NL

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE HALF YEAR ENDED 31 DECEMBER 2015

Revenue Less Expenses: Accounting and professional fees Audit fees Consulting fees Corporate advisory Directors expense Corporate and regulatory fees Interest Travel & accommodation Borrowing costs Finance Expense 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 members of Auroch Minerals NL Basic loss per share (cents per share) Diluted loss per share (cents per share)	31 December 2015 $ 31 December 2014 $ 716 771 (86,568) (39,000) (16,548) (12,972) (148,200) (79,473) (15,000) (24,000) (30,000) (30,000) (14,901) (15,997) (52,002) (73,547) (38,702) (25,821) (12,500) (62,676) (118,131) (150,930) (149,250) 42,630 (167,515) (42,517)
	(848,601) (513,532) - -
	(848,601) (513,532) (319,682) 912,901
	(319,682) 912,901
	(1,168,283) 399,369
	(1.40) (0.90) (1.40) (0.90)

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 2015

Note ASSETS Current Assets Cash and cash equivalents Trade and other receivables Assets held for sale 4 Total Current Assets Non-current Assets Mineral exploration and evaluation expenditure 3 Total Non-current Assets TOTAL ASSETS LIABILITIES Current Trade and other payables 5 Trade payables held for sale 4 Borrowings 6 Financial Liabilities Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 7 Reserves Accumulated losses TOTAL EQUITY	31 December 2015 $ 30 June 2015 $ 122,444 86,667 22,959 20,086 7,142,937 7,947,290
	7,288,340 8,054,043
	207,240 206,866
	207,240 206,866
	7,495,580 8,260,909
	503,514 462,140 1,128,036 1,714,122 2,331,151 414,113 - 1,444,859
	3,962,701 4,137,420
	3,962,701 4,137,420
	3,532,879 4,123,489
	8,389,176 7,961,958 (245,076) (75,849) (4,611,221) (3,762,620)
	3,532,879 4,123,489

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 2015

Balance at 1 July 2014 Loss for period Exchange difference on foreign operations Total comprehensive income/(loss) for Transactions with owners in their capacity owners: Issue of shares Share buy-back Share capital raising costs Balance at 31 December 2014 Balance at 1 July 2015 Loss for period Exchange difference on foreign operations Total comprehensive income/(loss) for Transactions with owners in their capacity owners: Issue of shares Issue of Options Share buy-back Share capital raising costs Balance at 31 December 2015	Contributed Equity Accumulated Losses Share Based Payments Reserve Foreign Translation Reserve Total Equity $ $ $ $ $ 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
	7,961,958 (3,762,620) 115,533 (191,382) 4,123,489
	- (848,601) - - (848,601) - - - (319,682) (319,682)
	- (848,601) - (319,682) (1,168,283) 435,182 - - - 435,182 - - 150,455 - 150,455 - - - - - (7,964) - - - (7,964)
	8,389,176 (4,611,221) 265,988 (511,064) 3,532,879

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

FOR THE HALF YEAR ENDED 31 DECEMBER 2015

Note CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received Interest paid Other Payments GST 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 Proceeds from sale of prospects Loans to related entity Net cash inflow/(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 2015 $ December 2014 $ (795,085) (158,495) 716 (143,006) (28,769) 771 - -
	(966,144) (157,724)
	- - - (350,000) (518,039) 702,721 - (434,190) - -
	184,682 (784,190)
	- - 829,673 - 725,000 -
	829,673 725,000
	48,211 (216,914) (12,434) (4,449) 86,667 331,570
	122,444 110,207

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 2015

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 2015, 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 2015 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 2015

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.

Subsequent to the period end, the sale of the Manica Project (see note 4) was completed which will crystalise sufficient working capital for the group 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 2015	Mozambique	Western
	$	Australia	Total
		$	$
Revenue from external sources	-	-	-
Reportable segment profit / (loss)	-	-	-
Reportable segment assets	7,180,907	169,270	7,350,177
Reportable segment liabilities	(2,101,643)	-	(2,101,643)
Reconciliation of reportable segment profit or loss
Reportable segment profit /(loss)			-
Other income			716
Unallocated:
Depreciation expense			-
Director benefits			(30,000)
Share based payments			(149,250)
Employee benefits			-
Other expenses			(670,066)
Loss before tax			(849,316)

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2015

2. SEGMENT INFORMATION (Cont)

FOR THE HALF YEAR ENDED 31 DECEMBER 2015 2. SEGMENT INFORMATION (Cont)
Mozambique $ December 2014 Revenue from external sources - Reportable segment profit / (loss) - June 2015 Reportable segment assets 7,986,196 Reportable segment liabilities (1,420,842) December 2014 Reconciliation of reportable segment profit or loss Reportable segment profit /(loss) Other income Unallocated: Depreciation expense Director benefits Share buy-back 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 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	Western Australia $ Total $ - - - - 167,960 8,154,156 - (1,420,842) - 771 (1,157) (30,000) 42,630 - (525,776) (513,532) Dec 2015 $ Dec 2014 $ - - 716 771	Total $ - - 8,154,156 (1,420,842) - 771 (1,157) (30,000) 42,630 - (525,776)
		(513,532)
	716 771
	Dec 2015 $ June 2015 $ 7,350,177 8,154,156 122,444 86,667 22,959 20,086 - - - -
	7,495,581 8,260,909
	2,101,643 1,420,842 434,670 857,606 1,426,389 1,858,972
	3,962,701 4,137,420

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2015

3. EXPLORATION AND EVALUATION EXPENDITURE

Balance at beginning of the period Tenement acquisition costs cancelled Exploration expenditure incurred Exploration expenditure written off Movement due to foreign exchange translation (i) Transfer to assets held for sale Balance at the end of the period	December 2015 $ June 2015 $ 206,866 - 1,309 - (935) 16,371,887 (8,650,000) 1,005,683 (13,915) (559,499) - (7,947,290)
	207,240 206,866

The balance carried forward represents projects in the exploration and evaluation phase.

Ultimate recoupment of exploration expenditure carried forward is dependent on successful development and commercial exploitation, or alternatively, sale of respective areas.

4. ASSETS HELD FOR SALE

During the previous reporting period on 30 June 2015, the Company advised it had entered into a binding agreement to sell 100% of the Manica Mining Concession 3990C ( Project ) to AIM-listed Xtract Resources plc ( Xtract or XTR ) in a combination of cash and equity in Xtract.

Auroch entered into a binding share sale and purchase agreement for the sale of Project to Xtract which was revised during this reporting period.

Under the revised binding sale terms the total consideration payable remains US$10.0 million and is attributable to the sale of the Company’s 100% owned subsidiary, Mistral Resource Development Corporation ( Mistral ) and the transfer of the Company’s direct 2% shareholding in Explorator Limitada ( Explorator ) to Xtract.

Assets classified as held for sale (at carrying value) Asset held for sale Liabilities directly associated with assets classified as held for sale (at carrying value) Trade payables held for sale	December 2015 $ June 2015 $ 7,142,937 7,947,290
	1,128,036 1,714,122

Variation of Transaction Payments

Subsequent to the Period on 2 March 2016 the Company advised 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 Xtract ( Completion ).

The final terms of the Agreement with Xtract are as follows:

• Cash payment at Completion of ~A$4.2 million[4] (US$3.0 million); and

• Issue of 1,137,258,065 XTR Shares (currently valued at ~A$4.22 million[5] ) ( Completion Consideration ).

4 Assumes 1 US Dollar equals 1.40 Australian Dollars 13 5 Assumes 1 British Pound equals 1.95 Australian Dollars and an Xtract share price of £0.0019

AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2015

4. ASSETS HELD FOR SALE (Cont)

Consideration to be paid 3 months’ post Completion:

• Deferred cash consideration of ~A$3.5million[6] (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.

Xtract and the Company also agreed to extend 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.

Therefore at 31 December the carrying value of the capitalised exploration expenditure has been reclassified as “Asset held for sale”.

Completion of the above transaction was subject to certain conditions precedent including obtaining the necessary approval from the Ministry of Mineral Resources Mozambique. These conditions were met subsequent to the period end (see note 8).

5. TRADE AND OTHER PAYABLES

Trade payables Accruals	December 2015 $ 503,514 June 2015 $ 462,140 170,967 102,186
	674,481 564,326

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

6. BORROWINGS

6. BORROWINGS
Loans (held at amortised cost) Creditors funding agreement Convertible Notes (held at fair value) Other financial liabilities* (i) (ii) (iii) (iv)	December 2015 $ June 2015 $ - 904,761 1,426,390 - (i) (iii) (iv) 100,000 - 314,113 1,444,859
	2,331,150 1,858,972

• (i) Loan received from Glenn Whiddon (Executive Director) to fund the groups working capital commitments. The loan is repayable within 7 business days’ following written notice by the Lender to the Borrower. Interest is payable at 9.25% per annum on repayment date.

• (ii) As per the binding share sale and purchase agreement for the sale of the Manica Project Xtract Resources provided funding to settle project-related creditors to a maximum of US$1.5 million. The outstanding project-related creditors together with the balance of the creditors funding agreement are acquired by Xtract on completion.

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6 Assumes 1 US Dollar equals 1.40 Australian Dollars

AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2015

6. BORROWINGS (Cont)

(iii) Conversion

Greater of:

• (a) $0.03; and

• (b) The price which is a 20% discount to the 10 day VWAP prior to the lenders providing written notice to the Company of its intention to convert the principle amount and/or accrued interest to shares, or part thereof.

• 30 June 2016

• a Principle amount Date Term Coupon interest rate

• $135,000 30 June 2015 9 months from drawdown 12% per annum

• b Principle amount $1,141,390 Date 30 June 2016 Term 15 months from drawdown Coupon interest rate 9.25% per annum

• c Principle amount Date Term Coupon interest rate

• $50,000 30 March 2015 30 June 2016 9.25% per annum

• d Principle amount $100,000 Date 22 June 2015 Term 30 June 2016 Coupon interest rate 9.25% per annum

* Converted to convertible notes during the period

7. CONTRIBUTED EQUITY

(a) Share Capital Fully paid Partly Paid Equity raising costs	December June December June 2015 2015 2015 2015 Shares Shares $ $ 63,894,684 58,591,397 8,834,798 8,399,616 21,800,000 21,800,000 218,000 218,000 - - (663,622) (655,658)
	85,694,684 80,391,397 8,389,176 7,961,958

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2015

7. CONTRIBUTED EQUITY (Cont)

(b) Movements in ordinary shares

December 2015 Date Details Note 01/07/15 Balance at 1 July 03/07/15 Shares issued in lieu of Corporate Advisory services 23/10/15 Shares issued in settlement of debt, contractors remuneration, fees, and employee entitlement forgone 23/10/15 Share issued upon conversion of Convertible Note Less: Capital Raising costs 31/12/15 Balance at 31 December June 2015 Note Date Details 01/07/14 Balance at 01 July 21/07/14 Issue of Facility Fee Shares 17/12/14 Shares issued in settlement of deferred employment entitlement 22/12/14 Share cancellation 23/01/15 Share issued upon conversion of Convertible Note 16/06/15 Share issued upon conversion of Convertible Note Less: Equity raising costs 30/06/15 Balance at 30 June		Number of shares Issue price 2015 $ 58,591,397 - 7,743,958 102,564 0.110 11,282 1,850,000 0.094 173,900 3,350,723 0.075 250,000 (7,964) 63,894,684 8,171,176 Number of shares Issue Price 2015 $ 58,092,515 14,481,457 217,500 $0.10 21,750 1,015,766 $0.02 20,315 (25,000,000) $0.30 (7,500,000) 23,658,328 $0.03 701,230 607,288 $0.05 28,567 (9,361) 58,591,397 7,743,958

(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.

December 2015

Date Details 01/07/15 Balance at 1 July 31/12/15 Balance at 31 December	Number of shares Issue Price 21,800,000 - 21,800,000 -	2015 $ 218,000
		218,000

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AUROCH MINERALS NL

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2015

7. CONTRIBUTED EQUITY (Cont)

• (c) Movements in partly paid shares (Cont)

June 2015

Date Details 01/07/14 Balance at 1 July 30/06/15 Balance at 30 June	Number of shares Issue Price 21,800,000 - 21,800,000 -	2015 $ 218,000
		218,000

8. EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD

Subsequent to the Period on 2 March 2016 the Company advised that final approval had been received under the Mozambique Mining Act from 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 Xtract ( Completion ).

The terms of the Agreement with Xtract are as follows:

• Cash payment at Completion of ~A$4.2 million[7] (US$3.0 million). Received on 1 March 2016 ; and

• Issue of 1,137,258,065 XTR Shares (currently valued at ~A$4.22 million[8] ) ( Completion Consideration ). Received on 7 March 2016.

Consideration to be paid 3 months’ post Completion:

• Deferred cash consideration of ~A$3.5million[9] (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.

Xtract and the Company also agreed to extend 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.

9. CONTINGENCIES

The Group had no contingent assets or liabilities at 31 December 2015 (30 June 2015 Nil).

10. 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.

7 Assumes 1 US Dollar equals 1.40 Australian Dollars 8 Assumes 1 British Pound equals 1.95 Australian Dollars and an Xtract share price of £0.0019 9 Assumes 1 US Dollar equals 1.40 Australian Dollars

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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 2015 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 15[th ] day of March 2016

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Matthew Foy Director

18

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 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 2015, 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 2015 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.

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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 2015 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

BDO Audit (WA) Pty Ltd

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Dean Just Director

Perth, 15 March 2016