ORE RESOURCES LIMITED — Interim / Quarterly Report 2017

Apr 27, 2017

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ASX Code: AOU

Securities on Issue as at 28 March 2017:

Quarterly Activities Report as at 31 March 2017

85,693,252 fully paid ordinary shares (quoted)

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

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

24,144,650 options exercisable at $0.20 on or before 23/10/2018 4,821,348 options exercisable at $0.08 expiring 31/12/2018

300,000 options exercisable at $0.20 expiring 24/03/2019

Directors

Glenn Whiddon (Executive Chairman)

Ryan Gaffney (Non-executive Director)

David Lenigas (Non-executive Director) Matthew Foy (Non-executive Director)

Company Secretary

Matthew Foy

Contact

Unit 5, 1 Centro Avenue, Subiaco WA 6008 Australia

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

OPERATIONS

Alcoutim Project

During the quarter the Company announced a new Joint Venture to earn up to 75% of the “ Alcoutim Project ", a significant Cu-Zn-Pb-Au-Ag opportunity in south-eastern Portugal located immediately along strike from the supergiant Neves Corvo Mine in the western half of the world famous Iberian Pyrite Belt ( IPB ).

In addition to being a world class exploration play, the Alcoutim Project builds upon the Company’s exploration focus on metals that are crucial to the renewable energy markets such as the Company’s Karibib Lithium Project in Namibia and now the Alcoutim Project (copper).

Auroch is to spend ~A$1.4 million to earn an initial 65% interest in the Alcoutim Project. The Company has the right, but not the obligation, to earn a further 10% by spending a further ~A$1.25 million. Further details of the commercial terms in the announcement issued on 27 March 2017.

Highlights

• The Alcoutim Project is immediately along strike and down plunge from Lundin Mining’s - giant Neves Corvo deposit that has current global resources of (Lundin mining 2016 Resources and Reserves report):

• Copper zones – 91 Mt @ 2.5% Cu, 1.1% Zn & 116 Moz of Ag @ 43 g/t

• Zinc Zones – 118 Mt @ 5.9% Zn, 0.3% Cu & 216 Moz Ag @ 57 g/t

• Drilling is scheduled to commence within 10 weeks.

• The IPB is one of the largest and most significant mining districts in the world, and is renowned for its poly-metallic (Cu-Zn dominant) Volcanic Massive Sulphide (VMS) deposits with over eighty (80) known deposits and resources totalling in excess of 1,700 million tons (Mt). It is home to ten (10) Giant deposits (> 100Mt ore) and three (3) Super Giant deposits (> 200Mt ore):

• Neves Corvo (8 Mt contained Cu + Zn metal);

• La Zarza (8 Mt contained Cu + Zn metal); and

• the original Rio Tinto mine (>3 Mt contained Cu + Zn metal).

Auroch Minerals Ltd ABN 91 148 966 545 Unit 5, Ground Floor, 1 Centro Ave, Subiaco WA 6008 Phone: +61 8 9486 4036 Fax: + 61 8 9486 4799 PO Box 510 Subiaco WA 6904 Email: admin@aurochminerals.com.au www.aurochminerals.com.au

• The discovery of Neves Corvo was made in 1977 by drilling geophysical targets including gravity, magnetic and EM anomalies. The volcanic host sequence to Neves Corvo continues under younger rocks into the Alcoutim Licence.

• The Alcoutim Project has a trinity of similar geophysical anomalies with coincident magnetic, gravity and EM targets.

• Twenty-two (22) geophysical targets, comprising gravity, magnetic and EM anomalies have now been identified at the Alcoutim Project.

• Stage one of exploration program will commence with five (5) diamond drill holes for approximately 5,600m into the highest priority geophysical targets.

• Auroch to spend ~A$1.4 million to earn a 65% interest in the Alcoutim Project. Auroch will also have the right, but not the obligation, to earn a further 10% by spending a further ~A$1.25 million.

• Auroch in a STRONG FINANCIAL POSITION: A$8.1 million in cash and receivables[1]

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Figure 1. The geology of the Iberian Pyrite Belt highlighting the major mines and the location of the Alcoutim Project on the PortugalSpain border. Note the continuation of the Neves Corvo Volcanics dashed line) into the Alcoutim Licence covered by the younger rocks of the Baixo Alento Group.

Multiple Exploration Targets

The Alcoutim Project covers 576 square kilometres and lies immediately east and down plunge of the Super Giant Neves Corvo deposit in Eastern Portugal (Figure 1). The licence covers the interpreted down plunge extensions of the highly prospective Neves Corvo trend. Previous geophysical exploration has highlighted twenty-two targets that are characterised by coincident gravity and magnetic anomalies, modelling of the data suggests target depths of 700 to 1000m.

1 Refer ASX announcement 12th April 2017

Major gravity highs are shown within the Alcoutim licence in Figure 5, similar anomalies focussed the initial Neves Corvo exploration. A series of small deposits of remobilised copper are present in the south of Neves Corvo which are spatially related to a series of NE-SW trending faults that post-date the VMS mineralisation. Similarly, deposits of remobilised copper are found in the south of the Alcoutim license which were mined in several places such as Cova dos Mouros. It is possible that these small deposits represent remobilised copper from mineralisation at depth and give further evidence to the prospectivity of the main gravity and magnetic anomalies.

Within the licence area there are multiple coincident gravity-magnetic and EM targets that are the focus for the first round of drilling due to commence almost immediately. Importantly the most intense gravity anomalies lie along the Neves Corvo structural trend Figure 2.

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Figure 2. Location diagram for Land of Giants Project highlighting major magnetic anomalies and the vital Neves Corvo Trend – Also highlighted are the major gravity anomalies that will be the focus of the initial drill testing. Note the presence of several small oxide copper deposits to the south west of the main gravity targets and the similarity to the situation at Neves Corvo.

Exploration Program

Phase 1 drilling will comprise five diamond holes that will target five priority geophysical targets with coincident magnetic, gravity and EM anomalies. Down-hole geophysical surveys will be conducted after completion of each borehole which substantially increases the effective search area outside the immediate drill hole and allow for improved targeting on subsequent drilling.

A budget of ~A$1.4 million (Euro 1.1 million) has been agreed in respect of this Phase 1 drilling program that will result in Auroch holding 65% of the Alcoutim Project.

Initially the phase 1 program will target:

1. The source of the EM anomalies – likely sulphide rich volcanic or sedimentary rocks

2. The nature of the massive magnetic anomalies – likely mafic magmatic rocks which could have triggered VMS mineralisation

3. Gravity anomalies which are not directly associated with peak magnetic anomalies

4. Alteration haloes that surround VMS mineralisation – by comparing alteration indices from different holes it is possible to generate vectors towards ore

An early success supporting the potential of the project would be if the drilling intersected sulphide mineralisation. In VMS districts this can be a stockwork of sulphide veins (like at Rio Tinto), disseminated sulphides in black shales (Neves) or the ultimate prize of massive sulphide mineralisation such as at Zambujal (Neves Corvo).

Phase 2 exploration will build on the results from Phase 1, of prime importance will be vectors towards geophysical and geochemical targets that are acquired during the phase 1 exploration. It is expected that drilling will commence in the second quarter of 2017 and importantly all approvals for drill pads, water abstraction and the work itself have already been acquired by the vendor.

Namibian Exploration Prospecting Licences

During the quarter the Company exercised its option to acquire 90% of EPL 5751 as it continues its focus on the Karibib Lithium Project in Namibia.

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Figure 3: Location of EPL 5751 (outlined in red) as well as the five EPL applications in relation to the Rubikon and Helikon Lithium mines as well as the Navachab Gold mine

Lithium Mineralisation on EPL 5751

EPL 5751 contains four historical pegmatite occurrences; the Tsaobis, Nordenburg, Dorstriver and Villa Rosa pegmatites. Field visits to date by Auroch geologists have revealed lithium mineralisation is

present at Tsaobis. At this stage mineralisation is confined to sporadic occurrences of Lithiophilite, an iron-manganese-lithium phosphate mineral. However, the presence of lithiophilite confirms that the pegmatite is a LCT pegmatite and increases the potential to find lithium enriched mineralisation on the licence.

LOCALITY	SAMPLE#	Li2O%	Y	X	**DESCRIPTION **
Dorstrivier	S00060	0.03	562085	7523119	Biotite Schist takenat contactwithpegmatite
Nordenburg	S00061	0.02	548101	7521917	Pegmatite ( Qtz.Feldspar. Mica. hematite)
Dorstrivier	S00062	0.00	560946	7522680	FerichQuartz
Tsaobis	S00066	0.00	575850	7511992	Lithiophylite
Tsaobis	S00067	0.20	575900	7511970	Lithiophylite (weathered)
Tsaobis	S00068	1.39	575900	7511970	Lithiophylite +Purpurite
Tsaobis	S00069	**2.54 **	575900	7511970	Lithiophylite +Purpurite
Tsaobis	S00070	1.70	575900	7511970	Lithiophylite
Tsaobis	S00071	0.02	575900	7511970	Hexagonalbrownblacksugary texture
Tsaobis	S00072	**2.34 **	575900	7511970	Lithiophylite
Tsaobis	S00073	0.00	575900	7511970	Whiteweatherd prismaticmineral
Tsaobis	S00074	**2.64 **	575918	7511954	Lithiophylite
Tsaobis	S00075	0.32	575918	7511954	Lithiophylite
VillaRosa	B2671	0.00	550801	7524720	Quartz vein
VillaRosa	B2672	0.00	551440	7524135	Pegmatite
VillaRosa	B2673	0.00	551440	7524135	Pegmatite
Tsaobis	B2674	2.73	575922	7511951	Pegmatite
Tsaobis	B2675	0.01	575890	7511984	Pegmatite
Tsaobis	B2676	0.10	575890	7511984	Pegmatite

Table 1. All assay results for lithium are received from the laboratory as Lithium parts per million (ppm). For reporting purposes this is converted to lithium oxide Li2O which is the industry standard for reporting exploration results and resources.

Future Work

Initial field work on 5751 provided Auroch management with enough encouragement to justify the exercise of the option agreement and acquire 90% of the licence. Namibia has been experiencing a strong wet season (long overdue) and this has hampered efforts to visit all this large and remote licence. Field work is expected to commence in the second quarter of 2017.

Norseman Gold Projects, Western Australia

During the quarter the Company provided results from portable XRF of soil sampling programs at its wholly owned Beete Gold Project (P63/1646) & Peninsula Gold Project (P63/1694) around Norseman, WA ( Figures 4 & 5 ).

Soil Sampling

A total of 44 soils samples were collected and analysed by portable XRF (Niton XL3t Analyzer) from P63/1646 and P63/1694. Sampling grid was 150m x 50m across the tenements. Holes were excavated to 30 cm depth, with the top 10 cm discarded. The sample was then sieved and the fine fraction (<2.80mm) collected. Finally, the fine fraction was analysed using "Test All Geo" mode which is suitable for rapid analysis of major, minor, and trace elements in geologic samples. The samples were analysed for 45 elements.

A statistical analysis of the results was conducted by calculating 'Z' scores for all elements. Many of the elements measured below the limits of detection for the instrument. In these cases half the limit of detection was used for statistical analysis.

Beete Gold Project (P63/1646)

Gold mineralisation from historic workings is hosted within a N-NE trending narrow quartz vein (and adjacent shear) on the western side of the tenement. Best Au results from rock chip samples were: 13.00g/t, 3.79 g/t, 3.31 g/t, and 2.00 g/t. The closest association between gold in rock chips and soils was with arsenic and lead. Arsenic is a common pathfinder element for gold throughout the Yilgarn and the results appear to support the position of the known mineralised trend. Lead is generally extremely mobile in an oxidised environment so caution should be taken when interpreting any anomalism here. Also of potential interest is elevated silica levels about the main mineralised trend, and some iron depletion.

Results suggest mineralisation is confined to the identified historical workings. A full review of historic drilling and resource calculations (non-JORC 2012) will be done prior to designing the next phase of exploration.

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P63/1646 - Beete
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Figure 4: P63/1646 - Beete Gold Project location map.

Peninsula Gold Project (P63/1694)

Gold mineralisation at the Peninsula Gold Project is associated with north-south trending quartz veins which dip at angles of 60-80 degrees to the east. Best Au results from rock chip samples were: 13.30g/t, 8.76 g/t and 8.39 g/t. Previous work has focussed around a 1-2m wide milky quartz vein observed in historical open pit excavation. There an is a close association between arsenic as well as nickel and chromium. Whilst the anomaly is slightly offset east of the main workings this is consistent with current topography (slope falls away to the east). As mentioned above arsenic is a common pathfinder element for gold throughout the Yilgarn and again the results support the position of the known mineralised trend.

Results suggest mineralisation is confined to the identified historical workings. A full review of historic drilling and resource calculations (non-JORC 2012) will be done prior to designing the next phase of exploration.

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P63/1694 - Peninsula
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Figure 5: P63/1694 - Peninsula Gold Project location map.

CORPORATE

Settlement with Xtract Resources Plc

During the quarter the Company agreed and partially settled with Xtract Resources Plc ( Xtract ) with respect to the outstanding debt owed to Auroch totalling US$1,748,136 (inclusive of accrued interest) (the Xtract Receivable ).

Repayment of the Xtract Receivable was structured as a convertible note agreement to the total value of US$748,136 ( Convertible Note ) which has now been repaid; a loan agreement for the balance of the Xtract Receivable equal to US$1 million ( Loan Agreement ); a 3% royalty agreement over production at the Manica Gold Project; Mozambique ( Royalty Agreement ) and the issue of 500,000,000 warrants in Xtract ( Warrants ).

Subject to the end of the quarter the Company advised it had crystallized A$1,280,333 in cash via the sale of shares in Xtract on the AIM market in addition to the receipt of cash payments from Xtract (refer ASX announcement 2 March 2017).

Convertible Note

Xtract issued unsecured Convertible Notes to the total value of US$748,136 to the Company. The Convertible Notes accrue interest at 10% per annum payable quarterly in advance and is to be repaid no later than 31 December 2017. Auroch elected to convert the Convertible Notes at a price equal to a 15% discount to 10-day VWAP prior to a conversion notice and subject to a floor price of 0.012p ( Conversion Discount ). The Convertible note has now been repaid.

A further US$ 1 million is still outstanding, together with accrued interest of US$13,972. This amount accrues interest at 10% p.a. and is due for repayment no later than December 31, 2017; being settled firstly in cash or repaid via the issue of shares in Xtract at a 15% discount to the 10 day VWAP.

Royalty Agreement

Xtract granted security to Auroch by way of a Royalty Agreement over the Manica Gold Project whereby Auroch will receive a royalty payment equal to 3% of gross revenue from commercial operations (including any alluvial gold production) (the Royalty ). The Royalty is subject to a maximum payment of US$1,748,136 being the Xtract Receivable.

Any payments made under the Royalty Agreement shall reduce the amounts due to Auroch under the Convertible Note and Loan Agreements. The Royalty Agreement will terminate upon full settlement by Xtract of the Xtract Receivable. Xtract agreed not to create any security over or dispose of its interest in the Manica Gold Project and, on or following any change of control to Xtract, at Auroch’s request Xtract will buyout the balance of any payments due under the Royalty Agreement at the then market value.

Warrants

In addition, Xtract agreed to issue the Company 500,000,000 warrants exercisable at 0.02p per on or before 21 December 2017.

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

Auroch Minerals Limited

Glenn Whiddon Chairman T: +61 8 9486 4036

Competent Persons Statement

The information in this report that relates to Exploration Results is based on information compiled by Dr. Andrew Tunks and represents an accurate representation of the available data. Dr. Tunks (Member Australian Institute Geoscientists) is the Company’s Chief Executive Officer and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Dr Tunks consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Appendix 1 - 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%

Namibia

Tenement		Tenement ID	Status	Interest at beginning of quarter	Interest acquired or disposed	Interest at end of quarter
Garums		EPL6840	Application	0%	-	-
Okattjiho		EPL6484	Application	0%	-	-
Orutjiva		EPL6482	Application	0%	-	-
Moria		EPL6841	Application	0%	-	-
Narubis		EPL6483	Application	0%	-	-
Karibib		EPL 5751	Option	0%	-	-
Portugal
Tenement		Tenement ID	Status	Interest at beginning of quarter	Interest acquired or disposed	Interest at end of quarter
Alcoutim		MN/PP/00 8/14	Granted	0%	65%	65%