ORE RESOURCES LIMITED - Proxy Solicitation & Information Statement 2013

AUROCH MINERALS NL

ACN 148 966 545

NOTICE OF GENERAL MEETING

General Meeting of the Company will be held at The Heritage Boardroom, The Melbourne Hotel, 942 Hay St Perth, Western Australia on Thursday, 4 April 2013 at 10am (WST).

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9486 4036.

AUROCH MINERALS NL ACN 148 966 545

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Auroch Minerals NL ( Company ) will be held at The Heritage Boardroom, The Melbourne Hotel, 942 Hay St Perth, Western Australia on Thursday, 4 April 2013 at 10am (WST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday, 2 April 2013 at 4pm (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 9.

AGENDA

1. Resolution 1 – Approval of Issue of Second Tranche Consideration Shares for the Manica Gold Project

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of section 611 item 7 of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 4,100,000 Shares to Pan African or as directed by Pan African as deferred consideration for the acquisition of the Manica Gold Project through the acquisition by the Company’s wholly owned subsidiary, Auroch Minerals Mozambique Pty Ltd, of Mistral Resource Development Corporation and Explorator Limitada ( Acquisition ) on the terms and conditions in the Explanatory Memorandum accompanying this Notice."

Stantons International Securities has prepared an independent expert’s report on the proposed Acquisition and has concluded that the proposed Acquisition is fair and reasonable to the existing Shareholders. Refer to Section 3.10 for further information.

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Pan African and any of its associates .

However, the Company will not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Authority to Issue Plan Shares to a Director – Mr Dean Cunningham

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14, and for all other purposes, Shareholders authorise the issue of 1,400,000 Shares under the Auroch Minerals NL Employee Share Plan, to Mr Dean Cunningham on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Ratification of Issue of Participant Shares

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That, in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue by the Company of 2,000,000 Partly Paid Shares each at an issue price of $0.20 per Share, of which $0.01 has been paid, to the Participants on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the Participants and any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated 27 February 2013

BY ORDER OF THE BOARD

Matthew Foy Company Secretary

AUROCH MINERALS NL ACN 148 966 545

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at The Heritage Boardroom, The Melbourne Hotel, 942 Hay St Perth, Western Australia on Thursday, 4 April 2013 at 10am (WST).

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgment of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Voting Prohibition by Proxy Holders

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on Resolution 2 if:

(a) the person is either:
(i) a member of the Key Management Personnel of the Company; or
(ii) a Closely Related Party of such a member, and
(b) the appointment does not specify the way the proxy is to vote on Resolution 2.

However, the prohibition does not apply if:

(c) the proxy is the Chairman; and
(d) the appointment expressly authorises the Chairman to exercise the proxy even if Resolution 2 is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

3. Summary of Transaction

3.1 Background

On 29 August 2012 the Company announced that it had entered into a conditional agreement to acquire the Manica Gold Project ( Manica Project ) through the Company acquiring 100% of Explorator Limitada and Mistral Resource Development Corporation, wholly owned subsidiaries of Pan African Resources Plc ( PAR ) ( Acquisition ).

Under the terms of the Acquisition, the Company agreed to pay cash, issue Shares and Deferred Consideration Shares and pay Deferred Consideration as consideration to Pan African.

The Company obtained Shareholder approval for the Acquisition at a general meeting of Shareholders on 2 November 2012 ( November General Meeting ) including approval pursuant to section 611, item 7 of the Corporations Act for Pan African to acquire up to 38.08% of the Company.

The Company intended to undertake a capital raising of up to 26,666,667 Shares each at an issue price of $0.30 to raise a minimum of $5,000,000 (being 16,666,667 Shares) and a maximum of $8,000,000 ( Placement ) to fund initial working capital on the Manica Project pursuant to a prospectus issued by the Company ( Prospectus ). Following the issue of the Prospectus, the Company reduced the minimum subscription under the Placement from $5,000,000 to $3,000,000.

As a consequence of the revised minimum subscription, if Pan African had received all of the 25,000,000 Consideration Shares, its voting power on completion of the Acquisition (assuming $3,000,000 was raised) would have been 42.4%. In order to ensure that Pan African’s voting power in the Company did not exceed 38.08% the Company agreed pursuant to a letter agreement with Pan African ( Letter Agreement ) to defer the issue of 4,100,000 of the Consideration Shares ( Second Tranche Consideration Shares ) until the Company obtains the approval of Shareholders to issue such Shares. The Company also agreed pursuant to the

Letter Agreement to amend the Sale Agreement so that the payment of the Consideration Cash is deferred for a period of up to 18 months from Completion.

The Company completed the Placement on 11 January 2013 and allotted and issued 10,092,514 Shares each at an issue price of $0.30 to raise $3,027,754 and 2,000,000 Partly Paid Shares each paid to $0.01 to raise $20,000. The Company was reinstated to trading on ASX on 17 January 2013 following completion of the Placement and re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

Completion of the Acquisition occurred on or around 11 January 2013. As a result, Pan African currently holds the following number of Shares and exercises the following voting power in the Company.

	Number of Shares	Voting Power
Pan African	20,900,000	37.94%

Following the issue of the Second Tranche Consideration Shares, Pan African will hold up to the following number of Shares and exercise the following voting power in the Company:

	Number of Shares	Voting Power
Pan African	25,000,000	42.24%(1)

(1) Assumes that none of the Partly Paid Shares are paid in full. If the Partly Paid Shares are paid in full then Pan African’s voting power will be 30.87%.

If all of the Deferred Consideration Shares are issued (and assuming the Company does not issue any further Shares), Pan African will hold the following number of Shares and exercise the following voting power in the Company:

	Number of Shares	Voting Power
Pan African	96,666,668(1)	63.78%(2)

(1) On achievement of the BFS Milestone and Capacity Milestone the Company may elect to pay cash rather than issuing Shares. If the Company elects to pay cash then Pan African will hold 65,133,334 Shares.

(2) Assumes the Partly Paid Shares are paid in full.

As a consequence of Pan African’s increased voting power in the Company following the issue of the Second Tranche Consideration Shares, the Company will need Shareholder approval to complete the issue of the Second Tranche Consideration Shares. Specifically, Shareholder approval is required pursuant to Item 7 of section 611 of the Corporations Act because the issue of the Second Tranche Consideration Shares will result in Pan African increasing its ownership of the issued share capital of the Company from a starting point above 20%.

3.2 Manica Project

The Manica Project comprises a single mining lease, Concessiio Mineira 3990C ( Mining Concession ). The Mining Concession has been granted for 25 years from 3 March 2011 with an option to extend for a further 25 years.

The Manica Gold Project is located in central Mozambique, approximately 270km by sealed highway from the port city of Beira on the Indian Ocean. The project is positioned in the Beira Corridor which contains major road and rail infrastructure linking Zimbabwe to Beira (Figure 1).

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The area surrounding Manica is well known for hosting gold mines such as Penhalonga, Rezende, Monarch and Old West. An estimated 2 million ounces of gold has been extracted from the Rezende Mine and surrounding deposits. These are along strike extensions of the Manica Gold Project. The reefs in these mines have typically been classified as porphyry mineralisation within quartz-diorites where gold is hosted in quartz veins. The reefs include Rezende, Penhalonga, King's Daughter, Liverpool, Kent, Violet, Elgin and Golden Gate. The gold and associated minerals were thought to be products of a magmatic product deep in the quartz-diorite stock.

Figure 1: Project location

Gold Resource

The 2011 Mineral Resource statement prepared by ExplorMine Consultants and audited by SRK Consulting is summarised in Table 1 below.

	Total Resources (JORC)	Total Resources (JORC)
Category	Tons (000’)	Grade Au (g/t)	Gold (kg)	Gold (oz)
Measured	11,561	1.73	19,978	642,000
Indicated	12,945	1.77	22,959	740,000
Inferred	26,028	1.89	49,345	1,589,000
Total Manica Resource	50,534	1.83	92,282	2,971,000 oz

Table 1: Manica Gold Project Resource

Exploration Potential

Currently only 2km out of a potential total mineralised strike length of 27km along two shear zones has been explored. Historical exploration strategies have prioritised the delineation of known gold occurrences rather than the identification and development of new resources. This presents the Company with a highly prospective area within which it can perform future exploration.

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Figure 2: Manica Gold Project Prospects, Shear Zones and Targets

The Northern Shear zone consists of the following prospects:

Guy Fawkes;
Vinganca; and
Boa Esperanza.

The Southern Shear consists of the following prospects:

Dot’s Luck;
Fair Bride; and
Try Again.

The Northern Shear passes through mineralisation at Guy Fawkes through to the Boa Esperanza prospect. The Company plans to primarily focus on the exploration of the Northern Shear as a potential source of substantial additional free milling gold whilst the initial exploration programme will concentrate on the identification of additional oxide material at the Guy Fawkes Prospect moving east towards Boa Esperanza.

The Southern Shear, which is the Manica Gold Project’s secondary exploration target zone, passes through the Dot’s Luck and Fair Bride mineralisation. At Dot’s Luck, there is free gold in the oxidised zone and sulphide-hosted gold at depth. At Fair Bride, the most advanced target, a combined measured, indicated and inferred resource of 2.66Moz of gold at a grade of ~1.8 g/t has been delineated. The Fair Bride project is primarily comprised of sulphide material and it is anticipated that additional mineralisation within the Southern Shear will have similar characteristics.

Fair Bride Prospect – Resource
Category Tons (000’) Grade Au (g/t) Oxide (oz) Sulphide (oz)	Total (oz)
Measured 11,561 1.73 77,000 566,000	642,000
Indicated 10,795 1.64 11,000 559,000	570,000
Inferred 24,598 1.83 2,000 1,447,000	1,449,000
Total Fair Bride Resource 46,954 1.83 90,000 2,572,000	2,661,000 oz

Table 2: Fair Bride Prospect Resource

The 12 month exploration plan commencing Q1 2013 provides for:

detailed infill geological mapping and soil geochemical sampling;
airborne electromagnetic and magnetic gradient surveys of the whole property;
identification and prioritisation of targets generated by the geophysical, geochemical and geological mapping and interpretation exercises;
drilling and/or trenching of prioritised targets;
revision of existing JORC code compliant resource statements;
metallurgical test work on oxide and transitional ore; and
testing of oxide material in Target 1 on the Northern Shear (Figure 2).

Historical Data

The Project has an extensive historical database which includes digital borehole data, geological mapping and sections. An extensive 3D geostatistical database including 3D structural models have been compiled.

Several phases of exploration work have been undertaken at the Manica Gold Project which has historically been divided into two prospective areas:

Northern Shear zone (Guy Fawkes, Vinganca and Boa Esperanza Prospects); and
Southern Shear zone (Dot’s Luck, Try Again and Fair Bride Prospects).

Table 3 (below) details the historical test work undertaken on these areas.

	Exploration Work	Area

2001	Soil geochemical survey and geological mapping (surface & underground)	South Portion of Project area
2002	RC drilling of 2,270m	Fair Bride and Try Again prospects
2003	IP survey covering 8km2	Fair Bride- Dot’s Luck target zone
	IP survey covering 7 km2	Boa Esperanza prospect
	RC drill programme of 3,102m	Fair Bride prospect
2004	RC drilling of 1,358m	Fair Bride – Dot’s Luck target zone
	Diamond borehole drilling of 1,759m	8 holes at Fair Bride – Dot’s Luck target zone 2 holes at the Guy Fawkes prospect
2005	RC drilling of 1,514m	Fair Bride prospect
	Dipole- Dipole IP survey	Fair Bride prospect
2006	Diamond borehole drilling of 584.85m plus 4 large diameter holes	Fair Bride prospect
	Detailed 1:2,000 geological mapping	Fair Bride, Dot’s Luck, Boa Esperanza and Guy Fawkes prospects
	Interpretation of the 2005 Dipole-Dipole survey	Fair Bride prospect
	Channel-sampling of historical adits, pits and trenches	Dot’s Luck
2007 – 2008	Diamond drilling of 759m	Fair Bride and Dot’s Luck prospects
	RC drilling of 2,264m	Fair Bride and Dot’s Luck prospects
	Diamond drilling of 576m	Guy Fawkes Prospect
	RC drilling of 3,455m	Guy Fawkes Prospect

Table 3: Historical Exploration Work

Further information in respect of the Acquisition is contained in the Company's ASX announcement dated 29 August 2012.

Recent Activities

A summary of the oxide exploration program on the Manica Project Northern Shear was released by the Company on 12 October 2012. Explorator Limitada, the Company’s now wholly owned subsidiary commenced the exploration drilling on the Northern Shear in November 2012. A total of 2,135 metres of diamond drilling (9 holes) have been completed. All export and legal requirements have been completed with the Mozambique authorities in Manica so that samples can be sent to an accredited laboratory in Johannesburg. Samples are currently being exported and the first results are expected within 6 weeks of arriving in Johannesburg, South Africa.

Mapping

Geological mapping of the Northern Shear in the area between Guy Fawkes and Boa Esperança has commenced. Initial observations from this mapping indicate that potentially mineralised talc-chlorite schists, quartz veins and breccia zones exist along strike to the east of the Duque deposit (Figure 2).

Geophysical

A geophysical contractor has been commissioned and it is anticipated that the planned airborne Time Domain Electro Magnetic ( TDEM ) survey over Targets 2 and 3 shown in Figure 2 shall commence during January 2013. All relevant permits have been issued in particular those required from the Department of Defense in Mozambique. Helicopter landing pads have been constructed and a refuelling facility provided. This will elucidate the structure and will assist in target identification.

Current Drilling

Site preparation is ongoing to support the exploration of the Northern Shear throughout 2013. The current drilling campaign is a continuation of the Q4 Drilling activities and recommenced on 7 January 2013. This program will focus on low cost resources recoverable by direct cyanidation at Targets 1, 2 and 3 in Figure 2 and will consist of both reverse circulation and diamond drilling techniques.

Competent Person Statement

The information in this report that relates to Mineral Resources and exploration results is based on information reviewed by Dr W.D. Northrop who is a consultant to ExplorMine and is appointed as an independent geologist to the Company’s project team. He is registered by the South African Council for Natural Scientific Professions as a Professional Natural Scientist in the field of practice of Geological Science, Registration Number 400164/87, and as such is considered to be a Competent Person. Dr Northrop has sufficient experience which is relevant to the styles of mineralisation and types of deposits under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Dr Northrop consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

3.3 Capital Raising and Use of Funds

The Company completed the Placement on 11 January 2013 and allotted and issued 10,092,514 Shares each at an issue price of $0.30 to raise $3,027,754 and 20,000,000 Partly Paid Shares each paid to $0.01 to raise $20,000.

The Company intends to use the existing working capital of the Company and funds raised by the Placement as follows:

	Amount ($)
Existing Cash	2,600,891
Capital Raising	3,047,754
Total Cash	5,648,645
ExplorationandProjectDevelopment	5,000,000
Administration&Working Capital	295,309
Costs ofthe Offer	353,336
Total Expenditure	5,648,645

3.4 Commercial Terms

On 28 August 2012 the Company and its wholly owned subsidiary, Auroch Minerals, entered into the Sale Agreement with Pan African ( Sale Agreement ) to acquire the Manica Gold Project by the acquisition of Explorator Limitada and Mistral for consideration as follows:

(a) 25,000,000 Shares to be issued to Pan African (or as directed by Pan African) ( Consideration Shares );
(b) $2,000,000 cash to Pan African ( Consideration Cash );
(c) Deferred consideration of:
(i) 20,066,667 Shares to be issued to Pan African (or as directed by Pan African) upon the delineation of at least 400,000 ounces of a JORC Inferred gold Resource of Oxide Ore with a cut off grade of 1.25g/t being defined on the Mining Concession (including the existing 90,000 ounces of JORC Inferred gold Resource of Oxide Ore at a cut off grade of 1.25g/t that has already been delineated on the Mining Concession);
(ii) 20,066,667 Shares to be issued to Pan African (or as directed by Pan African) upon the delineation of at least 1,000,000 ounces of a JORC Inferred gold Resource of Oxide Ore with a cut off grade of 1.25g/t being defined on the Mining Concession (including the existing 90,000 ounces of JORC Inferred gold Resource of Oxide Ore at a cut off grade of 1.25g/t that has already been delineated on the Mining Concession and any ounces of JORC Inferred gold Resource of Oxide Ore that satisfied the 400koz Milestone);
(iii) 24,366,667 Shares to be issued to Pan African (or as directed by Pan African) upon completion of a positive Bankable Feasibility Study on either the oxide or sulphide ore on the Mining Concession which recommends the construction of a mine with at least a ten year life and production scope of 50,000 ounces per annum and at any time after completion of the Bankable Feasibility Study the Board of TNV elects to commence construction of the mine as recommended in the Bankable Feasibility Study and has financing arranged for the construction of the mine or at the Company’s election $7,310,000 in cash, paid as directed by Pan African; and

(iv) 7,166,667 Shares to be issued to Pan African (or as directed by Pan African) upon production of either oxide or sulphide ore at the plant constructed by Explorator Limitada to process ore from the Mining Concession at the capacity specified in the Bankable Feasibility Study, or at the Company’s election, $2,150,000 in cash, paid as directed by Pan African; and

( Deferred Consideration Shares )

(d) Deferred consideration of:
(i) $1,000,000 to Pan African upon achievement of the 400koz Milestone;
(ii) $1,000,000 to Pan African upon achievement of the 1,000koz Milestone;
(iii) $1,000,000 to Pan African upon achievement of the BFS Milestone;
(iv) $1,000,000 to Pan African upon achievement of the Capacity Milestone.

( Deferred Consideration ).

The Company subsequently entered into the Letter Agreement with Pan African which amended the Sale Agreement so that:

(a) payment of the Consideration Cash is deferred for a period of up to 18 months from Completion (being 14 July 2014); and
(b) issue of 4,100,000 of the Consideration Shares is deferred until the Company obtains Shareholder approval to issue such Shares.

Resolution 1 seeks Shareholder approval for the issue of the Second Tranche Consideration Shares. Refer to Section 4 for further details.

Pan African has acknowledged that some or all of the Consideration Shares (including the Second Tranche Consideration Shares) may be escrowed in accordance with the requirements of ASX. The Company has confirmed with the ASX that the Consideration Shares to be issued to Pan African or its nominee will be subject to ASX imposed escrow.

Refer to the notice of meeting lodged by the Company with the ASX on 2 October 2012 for further information about the terms of the Acquisition.

3.5 Corporate Structure

The corporate structure of the Company is as follows:

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3.6 Information on the Company, its Board and its existing Projects

The Company was admitted to the Official List of the ASX on 1 September 2011. Since listing, the Company has initiated the expenditure programme detailed in the prospectus for the initial public offer of its Shares. The Company intends to focus on the Manica Gold Project and will conduct a strategic review in order to maximize the possible value from its existing gold projects which may include continuing with the exploration programs on the projects (in a scaled down manner) and seeking farm-outs or disposal of the assets which will be determined following the Company’s strategic review of these assets.

On Completion of the Acquisition, Messrs Dean Cunningham, Jan Nelson and Glenn Whiddon were appointed to the Board and Messrs Benjamin Bussell, Robert Jewson and Matthew Foy have stepped down from the Board. Mr Matthew Foy remains as Company Secretary of the Company.

3.7 Effect of the Acquisition on the Company

(a) Capital Structure

Below is a table showing the Company’s current capital structure and the possible capital structure on completion of the issue of the Second Tranche Consideration Shares and upon issue of the maximum possible Deferred Consideration Shares and

assuming no further capital raising and none of the Partly Paid Shares are paid in full prior to the date that all of the Deferred Consideration Shares have been issued.

	Shares	Partly Paid Shares
Balance at the	53,992,515	21,800,000
date of this Notice
Balance following	58,092,515	21,800,000
issue of the
Second Tranche
Consideration
Shares
Balance following	129,759,183(1)	21,800,000
issue of the
Deferred
Consideration
Shares

(1) Assumes all of the Deferred Consideration Shares are issued prior to the expiry date.

The table above shows the possible capital structure of the Company that will give Pan African the maximum voting power. For details of other scenarios possible if existing Partly Paid Shares are paid in full, and if various combinations of the Deferred Consideration Shares are issued refer to page 6 of the Independent Expert’s Report.

(b) Pro Forma Balance Sheet following the Acquisition

Set out below is an unaudited consolidated statement of financial position (balance sheet) of the Company as at 31 October 2012, adjusted for administration and exploration costs expenses for the period 1 November 2012 to 14 January 2013 estimated at $250,000 along with a pro-forma consolidated statement of financial position following completion of the Acquisition and assuming the following:

(i) 10,092,514 Shares each at an issue price of $0.30 to raise $3,027,754 and 2,000,000 Partly Paid Shares each paid to $0.01 to raise $20,000 under the Placement and allowing for costs of the Placement of $353,336;
(ii) Completion of the Acquisition with issue of the Consideration Shares (including the 4,100,000 Second Tranche Consideration Shares) at a market based issue share price of $0.30 and a deemed market value $7,500,000;
(iii) Payment of administration and exploration costs expensed for the period 1 November 2012 to 14 January 2013 estimated at $250,000;
(iv) The payment of $160,041 of trade creditors; and
(v) A AUS/US$ exchange rate of 1 for 1.

Current Assets Cash assets Receivables and prepayments Total Current Assets Non-Current Assets Capitalised Exploration costs Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Total Current Liabilities Non-Current Consideration Deferred Cash Consideration Total Liabilities Net Assets Equity Issued capital Accumulated losses Total Equity	Auroch 31-Oct-12 Unaudited $	Pro-forma 31-Oct-12 Unaudited $
	3,010,932 85,796	5,295,309 85,796
	3,096,728	5,381,105
	318,048 318,048	9,818,048 9,818,048
	3,414,776	15,199,153
	160,041 160,041 - 160,041	- - 2,000,000 2,000,000
	3,254,735	13,199,153
	4,455,035 (1,200,300)	14,649,453 (1,450,300)
	3,254,735	13,199,153

(c) Voting Power

(i) Ordinary Shares

At a general meeting of shareholders or classes or shareholders each shareholder entitled to vote may vote in person or by proxy, attorney or representative. On a poll every person present who holds ordinary Shares or a proxy, attorney or representative of a holder of ordinary Shares shall, in respect of which he is appointed a proxy, attorney or representative, have one vote for the ordinary Share.

(ii) Partly Paid Shares

The holder of a Partly Paid Share will be entitled to exercise any vote attaching to a Partly Paid Share at general meetings of members in accordance with the

Constitution. Under the Constitution, on a poll, Partly Paid Shares have a vote prorate to the proportion of the total issue price paid up. Amounts paid in advance of a call will be ignored when calculating the proportion. Each Partly Paid Share was issued at a price of $0.20 of which $0.01 was paid on issue. There have been no further payments on any Partly Paid Shares. Therefore each holder of Partly Paid Shares has one vote for every 20 Partly Paid Shares held.

(iii) Voting Power of Current Capital

The voting power of the Company’s current capital is shown in the table below.

Type of share	Number of shares	Aggregate voting power of type of share
Ordinary Shares	53,992,515	98.02%
Partly Paid Shares	21,800,000	1.98%

(d) Pan African Voting Power

Pan African currently holds the following number of Shares and exercises the following voting power in the Company.

	Number of Shares	Voting Power
Pan African	20,900,000	37.94%

The following table outlines the voting power of Pan African under various scenarios depending on whether the Deferred Consideration Shares have been issued.

In addition, Shanduka Gold (Pty) Limited, which holds approximately 25% of Pan African, will also be deemed to have the voting power set out below.

Event causing the Share issue	Number of Shares issued to Pan African	% of voting power held by Pan African on issue of the Shares
Prior to the issue of the Second Tranche Consideration Shares	20,900,000	37.94%
Following the issue of the Second Tranche Consideration Shares	25,000,000	42.24%(1)
On achievement of the Milestones prior to the expiry date of the Deferred Consideration Shares (assuming no further capital raisings)	96,666,668(2)	73.87%(3)

(1) Assumes that none of the Partly Paid Shares are paid in full. If the Partly Paid Shares are paid in full then Pan African’s voting power will be 31.29%.

(2) Assumes all of the Deferred Consideration Shares are issued to Pan African prior to the expiry date. On achievement of the BFS Milestone and Capacity Milestone the Company may elect to

pay cash rather than issuing Shares. If the Company elects to pay cash then Pan African will be issued 40,133,334 Deferred Consideration Shares.

(3) Assumes that none of the Partly Paid Shares are paid in full. If the Partly Paid Shares are paid in full then Pan African’s voting power will be 63.78%.

As a consequence of the increase in Pan African’s voting power in the Company following the issue of the Second Tranche Consideration Shares, the Company will need Shareholder approval to complete the issue of the Second Tranche Consideration Shares. Specifically, Shareholder approval is required pursuant to Item 7 of section 611 of the Corporations Act because the issue of the Second Tranche Consideration Shares will result in Pan African increasing its ownership of the issued share capital of the Company from a starting point above 20%.

(e) Pan African’s Voting Power Increase/Decrease

Pan African’s voting power in the Company may change as follows:

(i) Increase in Pan African’s voting power:
(A) Acquisition of Shares by Pan African on and off market. Pan African could increase its Shareholding under the creep provisions of the Corporations Act allowing it to acquire 3% every 6 months.
(B) Cancellation of Shares held by Shareholders other than Pan African.
(ii) Decrease in Pan African’s voting power:
(A) Disposal of Shares held by Pan African.
(B) Issue of Shares by the Company to Shareholders other than Pan African.
(C) Issue of a proportion of Deferred Consideration Shares rather than all of the Deferred Consideration Shares.
(D) Payment in full of the Partly Paid Shares by the holders of the Partly Paid Shares.

3.8 Advantages of Approving Resolution 1

The Directors are of the view that the following advantage may be relevant to a Shareholder's decision on how to vote on Resolution 1. Refer to sections 9.2 – 9.7 of the Independent Expert’s Report for further advantages of the Acquisition:

(a) If Resolution 1 is not approved by Shareholders, and consequently the Deferred Consideration Shares are not issued to Pan African, then it will likely lead to a dispute with, and/or have a negative effect on the relationship with, Pan African who is the largest Shareholder of the Company and currently holds approximately 38% of the issued capital of the Company.

3.9 Disadvantages of the Approving Resolution 2

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder's decision on how to vote of Resolution 1. Refer to sections 9.8 – 9.12 of the Independent Expert’s Report for further disadvantages of the Acquisition:

(a) The Company's Shareholders will have their voting power reduced. As such, the ability of the existing Shareholders to influence decisions, including the composition of the Board or the acquisition or disposal of assets will be reduced accordingly.
(b) Pan African, which is already the largest shareholder of the Company will have its shareholding increased. In this scenario, Pan African may have the ability to significantly influence or control the Company.

3.10 Independent Expert's Report

The Directors resolved to appoint Stantons International Securities as an independent expert and commissioned it to prepare a report to provide an opinion as to whether or not the proposal in Resolution 1 is fair and reasonable to the existing Shareholders.

What is fair and reasonable must be judged by the independent expert in all the circumstances of the proposal. This requires taking into account the likely advantages to Shareholders if the proposal is approved and comparing them with the disadvantages to them if the proposal is not approved.

Stantons International Securities has concluded that the proposed Acquisition is fair and reasonable to the existing Shareholders.

The Company strongly recommends that you read the Independent Expert's Report in full, a copy of which is in Annexure A to this Explanatory Memorandum.

3.11 Section 611 Corporations Act

(a) Section 606 of the Corporations Act prohibits a person acquiring a relevant interest in the issued voting shares of the Company if, because of the acquisition, that person’s or another person’s voting power in the Company increases from:
(i) 20% or below to more than 20%; or
(ii) a starting point that is above 20% and below 90%.
(b) The voting power of a person in the Company is determined by reference to section 610 of the Corporations Act. A person’s voting power in the Company is the total of the votes attaching to the Shares in the Company in which that person and that person’s associates (within the meaning of the Corporations Act) have a relevant interest.
(c) Under section 608 of the Corporations Act, a person will have a relevant interest in Shares if:
(i) the person is the registered holder of the Shares;
(ii) the person has the power to exercise or control the exercise of votes or disposal of the Shares; or

(iii) the person has over 20% of the voting power in a company that has a relevant interest in Shares, then the person has a relevant interest in said Shares.
(d) For the purpose of determining who is an associate you need to consider section 12 of the Corporations Act. Any reference in chapters 6 to 6C of the Corporations Act to an associate is as that term is defined in section 12. The definition of 'associate' in section 12 is exclusive. If a person is an associate under section 11, 13 or 15 of the Corporations Act then it does not apply to chapters 6 to 6C. A person is only an associate for the purpose of chapter 6 to 6C if he is an associate under section 12.
(e) A person (second person) will be an associate of the other person (first person) if:
(i) the first person is a body corporate and the second person is:
- (A) A body corporate the first person controls;
- (B) A body corporate that controls the first person: or
- (C) A body corporate that is controlled by an entity that controls the first person;
(ii) the second person has entered, or proposes to enter into, a relevant agreement with the first person for the purpose of controlling or influencing the composition of the board of a body corporate or the conduct of the affairs of a body corporate; and
(iii) the second person is a person with whom the first person is acting or proposes to act, in concert in relation to the affairs of a body corporate.
(f) The Corporations Act defines 'control' and 'relevant agreement' very broadly as follows:
(i) Under section 50AA of the Corporations Act control means the capacity to determine the outcome of decisions about the financial and operating policies of the Company. In determining the capacity you need to take into account the practical influence a person can exert and any practice or pattern of behaviour affecting the financial or operating policies of the Company.
(ii) Under section 9 of the Corporations Act relevant agreement means an agreement, arrangement or understanding:
- (A) whether formal or informal or partly informal and partly informal;
- (B) whether written or oral or partly written and partly oral; and
- (C) whether or not having legal or equitable force and whether or not based on legal or equitable rights.
(g) Associates are determined as a matter of fact. For example where a person controls or influences the Board or the conduct of the Company’s business affairs, or acts in concert with a person in relation to the entity’s business affairs.

(h) Section 611 of the Corporations Act has exceptions to the prohibition in section 606 of the Corporations Act. Item 7 of section 611 of the Corporations Act provides a mechanism by which Shareholders may approve an issue of Shares to a person which results in that person’s or another person’s voting power in the Company increasing from:
(i) 20% or below to more than 20%; or
(ii) a starting point that is above 20% and below 90%.
(i) To comply with the requirements of the Corporations Act (as contained in ASIC Regulatory Guide 74), the Company provides the information in Section 4 of the Explanatory Memorandum to Shareholders in relation to Resolution 1.

3.12 Directors’ Recommendation

Based on the information available, including:

(a) the information contained in this Explanatory Memorandum; and
(b) the Independent Expert's Report in Annexure A,

the Directors consider that Resolution 1 is fair and reasonable insofar as shareholders are concerned in the best interests of the Company and recommend that Shareholders vote in favour of Resolution 1.

Each of the Directors voted for the proposal to be put to Shareholders.

Each of the Directors who holds Shares in the Company (or whose associated entities hold Shares) and is entitled to vote will vote their Shares in favour of the issue of the Second Tranche Consideration Shares.

Other than as set out below, the Directors do not have any material personal interest in the outcome of the Resolution other than their interests arising solely in their capacity as Shareholders of the Company.

4. Resolution 1 – Approval of Issue of Second Tranche Consideration Shares for the Manica Gold Project

4.1 General

Resolution 1 seeks Shareholder approval under section 611 item 7 of the Corporations Act and Listing Rule 10.11 to issue the Second Tranche Consideration Shares to Pan African.

Shareholder approval is required under section 611 item 7 of the Corporations Act to issue securities to a party that holds over 20% of the Company’s fully diluted share capital.

Due to the size of Pan African’s existing Shareholding in the Company, ASX has determined that Shareholder approval is required under Listing Rule 10.11 for the proposed issue of the Second Tranche Consideration Shares.

A company is not required to obtain Shareholder approval under Listing Rule 7.1 where Shareholder approval is granted under item 7 of section 611 of the Corporations Act.

Accordingly, Shareholder approval to issue the Second Tranche Consideration Shares to Pan African is not required pursuant to Listing Rule 7.2 exception 16.

Resolution 1 is an ordinary resolution.

4.2 Information required by item 7 of section 611 of the Corporations Act and ASIC Regulatory Guide 74

The information that Shareholders require under item 7 of section 611 of the Corporations Act and ASIC Regulatory Guide 74 is as follows:

(a) The identity of Pan African and any person who will have a relevant interest in the Second Tranche Consideration Shares to be allotted to Pan African

Pan African is a public company incorporated in England and Wales and listed on the AIM Market of the London Stock Exchange and the Johannesburg Stock Exchange.

Shanduka Gold (Pty) Limited has a relevant interest in the Second Tranche Consideration Shares to be allotted to the Vendor because it holds approximately 25% of Pan African.

(b) Full particulars (including the number and percentage) of the shares in the Company to which Pan African will be entitled immediately before and after the acquisition

Pan African currently holds the following number of Shares and exercises the following voting power in the Company.

	Number of Shares	Voting Power
Pan African	20,900,000	37.94%

Refer to Section 3.7(c) for full particulars (including the number and percentage) of the Shares in which Pan African and Shanduka Gold (Pty) Limited will have a relevant interest in immediately before and after the issue of the Second Tranche Consideration Shares and after issue of the Deferred Consideration Shares (assuming all of the Deferred Consideration Shares are issued).

(c) The identity, associations (with the Company, Pan African or any of their associates) and qualifications of any person who is intended to become a director if Shareholders agree to the acquisition

Pan African nominees, Jan Nelson and Dean Cunningham, were appointed to the Board of the Company on completion of the Acquisition (as approved by Shareholders at the November General Meeting). No further persons will be appointed to the Board of the Company if Shareholders agree to the issue of the Second Tranche Consideration Shares.

(d) Pan African’s intentions regarding the future of the Company if Shareholders agree to the acquisition

Pan African will increase its Shareholding in the Company following the issue of the Second Tranche Consideration Shares and:

(i) other than as set out in Section 3, there is no intention to change the business of the Company;
(ii) there is no intention to inject further capital into the Company;
(iii) there is no intention to change the future employment of the present employees of the Company;
(iv) there is no proposal whereby any property will be transferred between the Company, Pan African or any parties associated with Pan African; and
(v) there is no intention to otherwise redeploy any of the fixed assets of the Company.
(e) Particulars of the terms of the proposed allotment of Shares and any contract or proposed contract between Pan African and the Company or any of their associates which is conditional upon, or directly or indirectly dependent on, Shareholders agreement to the allotment of Shares to Pan African in consideration of the acquisition

Other than the Letter Agreement which amended the Sale Agreement there are no contracts or proposed contracts between Pan African and the Company or any of their associates which are conditional upon, or directly or indirectly dependent on, Shareholders agreement to the allotment of the Second Tranche Consideration Shares to Pan African in part consideration of the Acquisition.

(f) When the allotment of Shares to Pan African as part consideration under the Sale Agreement is to be made

The Second Tranche Consideration Shares will be issued to Pan African within five business days of Shareholder approval of the issue of the Second Tranche Consideration Shares.

(g) An explanation of the reasons for the proposed allotment of the Second Tranche Consideration Shares to Pan African

The Second Tranche Consideration Shares will be issued to Pan African as part of the consideration for the Acquisition. The issue of the Second Tranche Consideration Shares was deferred until Shareholder approval of such issue was obtained to ensure that Pan African’s voting power did not exceed the voting power approved at the November General Meeting. Refer to Section 3.1 for further information.

(h) The interests of the Directors in Resolution 1

None of the Directors have an interest in Resolution 1.

(i) Identity of the Directors who approved or voted against the proposal to put Resolution 1 to Shareholders and the Explanatory Memorandum

All of the Directors approved the proposal to put Resolution 1 to Shareholders.

(j) Any intention of Pan African to change significantly the financial or dividend policies of the Company

Pan African does not intend to change significantly the financial or dividend policies of the Company at this time.

(k) Recommendation or otherwise of each Director as to whether Shareholders should agree to the proposed allotment and the reasons for the recommendation or otherwise

Refer to section 3.12 of this Explanatory Memorandum.

(l) An analysis of whether the proposed allotment of Second Tranche Consideration Shares to Pan African in part consideration of the Acquisition is fair and reasonable when considered in the context of the interests of the Shareholders other than Pan African.

Refer to section 3.10 of this Explanatory Memorandum.

4.3 Specific Information Required by Listing Rule 10.13

For the purposes of Listing Rule 10.13 information regarding the issue of the Second Tranche Consideration Shares is provided as follows:

(a) The Second Tranche Consideration Shares will be issued to Pan African.
(b) The maximum number of Shares the Company can issue to Pan African is 4,100,000.
(c) The Company will issue and allot the Second Tranche Consideration Shares to Pan African no later than one month after the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
(d) ASX has determined that, due to the size of Pan African’s existing Shareholding in the Company, Shareholder approval is required under Listing Rule 10.11.
(e) The Second Tranche Consideration Shares will each be issued as part of the consideration for the Acquisition and accordingly no funds will be raised from the issue of the Second Tranche Consideration Shares.
(f) The Shares to be issued are fully paid ordinary shares and will rank equally in all respects with the Company's existing Shares on issue.
(g) A voting exclusion statement is included in the Notice.

5. Resolution 2 – Authority to issue Plan Shares to a Director – Mr Dean Cunningham

5.1 Background

The Company proposes to issue a total of 1,400,000 Plan Shares ( Cunningham Plan Shares ) to Mr Dean Cunningham, the Managing Director, under the Share Plan.

The principal terms of the Share Plan are summarised in Schedule 1.

The Plan Shares will be issued at nil issue price.

In the Company’s present circumstances, the Board considers that the incentive to Mr Cunningham that will be represented by the issue of these Plan Shares, are a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr Cunningham and are consistent with the strategic goals and targets of the Company.

The Board considers that the issue of the Cunningham Plan Shares to Mr Cunningham will align his interests with the interests of Shareholders as the Plan Shares will be issued in tranches upon achievement of specific milestones (refer to Section 5.3(c) for details of the milestones). It is also usual that junior exploration companies remunerate their directors by way of share incentive plans in order to preserve cash and maximise exploration activities.

Resolution 2 is an ordinary resolution.

5.2 Listing Rule 10.14

Shareholder approval is required under Listing Rule 10.14 for the proposed issue of the Plan Shares to Mr Cunningham because Mr Cunningham is a related party of the Company.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not required. Accordingly, the issue of Plan Shares to Mr Cunningham will not reduce the Company's 15% capacity for the purposes of Listing Rule 7.1

5.3 Specific information required under Listing Rule 10.15

Listing Rule 10.15 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval for the issue of the Plan Shares:

(a) The maximum number of Plan Shares that may be issued to Mr Cunningham pursuant to Resolution 2 is 1,400,000 consisting of five classes.
(b) The Cunningham Plan Shares will each be issued at nil issue price.
(c) The Cunningham Plan Shares will be issued in five classes with the following Restriction Conditions:

Plan Share Class	Number of Plan Shares	Restriction Condition
Class 1	350,000	24 months continuous employment with the Company
Class 2	308,000	400koz Milestone
Class 3	308,000	1,000koz Milestone
Class 4	336,000	BFS Milestone
Class 5	98,000	CapacityMilestone

The relevant Restriction Condition must be achieved (unless waived by the Board in its absolute discretion) before the Plan Shares to which the Restriction Condition applies can be sold, transferred, assigned, charged or otherwise encumbered.

(d) There have not been any Plan Shares Allocated under the Share Plan to date.

(e) Under the Share Plan, only Eligible Employees (as defined in Section 7 of this Notice) are entitled to participate in the Share Plan. Mr Cunningham has been determined to be an Eligible Employee for the purposes of the Share Plan.
(f) A voting exclusion statement is included in the Notice.
(g) The Company will issue the Cunningham Plan Shares no later than 12 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules).

6. Resolution 3 – Ratification of Issue of Participant Shares

6.1 Background

On 11 January 2013, the Company issued 2,000,000 Partly Paid Shares each at an issue price of $0.20, of which $0.01 has been paid, ( Participant Shares ) to the Participants which raised $20,000 (before costs). The Participant Shares were issued to the Participants as an acknowledgement of their assistance in relation to the completion of the Placement. Refer to Section 3.1 for further information on the Placement. The issue of the Participant Shares was completed using the Company’s 15% capacity pursuant to Listing Rule 7.1.

Resolution 3 seeks Shareholder ratification in accordance with Listing Rule 7.4 for the prior issue of the Participant Shares.

Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and Shareholders subsequently approve it. The Participant Shares were issued within the Company’s 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval. The effect of Shareholders passing Resolution 3 will be to restore the Company’s ability to issue securities within that limit, to the extent of the 2,000,000 Partly Paid Shares.

6.2 Summary of the terms of the Partly Paid Shares

The key terms of the rights and liabilities attaching to Partly Paid Shares are as follows:

(a) Each Partly Paid Share is issued at a price of $0.20 of which $0.01 is paid on issue with the balance of the issue price payable at the election of the holder at any time, and subject to points (b) and (c) below.
(b) The holder shall have the right to pay calls in advance on the Partly Paid Shares issued. Any notice of payment of calls in advance by the holder (Payment Notice) shall be in writing and delivered to the registered office of the Company. The Payment Notice shall specify the number of Partly Paid Shares in respect of which such payment is being made, the amount per share which is being paid up, and shall be accompanied by the appropriate payment for the number of partly paid shares specified in the Payment Notice. The Directors of the Company must, within 3 days after receipt of the Payment Notice, accept payment, credit the amount paid up and issue the appropriate holding statement for fully paid shares in respect of any shares which have been fully paid up.
(c) Subject to the Corporations Act and the Company’s Constitution, the Company shall only be entitled to make a call on the Partly Paid Shares on that date which is one day before the expiration date of 25 March 2016. If a call is not paid when made, the

Partly Paid Shares shall be subject to forfeiture in accordance with the procedure set out in Section 254Q of the Corporations Act.

(d) A statement of holding will be issued for the Partly Paid Shares and will be forwarded to the holder together with the terms and conditions of the Partly Paid Shares.
(e) Dividends may be declared in respect of any of the Partly Paid Shares notwithstanding that the issue price of such Partly Paid Shares has not been paid in full. The Partly Paid Shares will participate in any dividends on the same basis as if the Partly Paid Shares were fully paid.
(f) The holder will be entitled to exercise any vote attaching to a Partly Paid Share at general meetings of members in accordance with the Constitution of the Company. Under the Constitution, on a poll, partly paid shares have a vote prorate to the proportion of the total issue price paid up. Amounts paid in advance of a call will be ignored when calculating the proportion.
(g) Partly Paid Shares allotted to the holder will participate in all issues of securities (including issues of shares, options and convertible notes) made to shareholders of the Company pro-rata to the proportion of the total issue price paid up. In respect of an issue of bonus securities, amounts paid in advance of a call will be ignored when calculating the proportion.
(h) The Company will ensure that, at least 6 business days before the record date to determine entitlement to any such new entitlements issue, the Company will announce to ASX details of the proposed new entitlements issue. This will afford the holder an opportunity to pay up all or some of the partly paid shares prior to the record date of any such new entitlements issue.
(i) In the event of a reconstruction (including consolidation, sub division, reduction or return) of the issued capital of the Company, the number of partly paid shares shall be reconstructed in accordance with the Listing Rules.
(j) Subject to the Partly Paid Shares becoming fully paid, the Company will apply for listing of the fully paid shares on the ASX.
(k) ln the event of death of the holder, the right of the holder to pay up the Partly Paid Shares which are not at the time of the death of the holder fully paid up, will vest in the holder’s executor and/or administrator as the case may be and such executor and/or administrator shall have the same rights to pay up the Partly Paid Shares as such deceased holder would have had but for the holder’s death.
(l) Upon becoming fully paid, each Partly Paid Share will rank equally in all respects with the other issued fully paid ordinary shares in the Company.
(m) Subject to the Listing Rules, the Partly Paid Shares, whilst partly paid, shall be capable of transfer or assignment either in whole or in part provided that the transfer or assignment complies with section 707(3) of the Corporations Act.

6.3 Specific Information Required by Listing Rule 7.4

For the purposes of Shareholder ratification of the issue of the Participant Shares and the requirements of Listing Rule 7.4, information is provided as follows:

(a) The number of securities issued by the Company was 2,000,000 Partly Paid Shares.
(b) The Partly Paid Shares were each issued at an issue price of $0.20, of which $0.01 has been paid, and are partly paid ordinary shares in the capital of the Company. Refer to Section 6.2 for information on the rights and liabilities attaching to the Partly Paid Shares.
(c) The Partly Paid Shares were issued to the Participants. The Participants are sophisticated or professional investors and other exempt investors who assisted with the Placement and are not related parties of the Company.
(d) The issue of the Participant Shares raised $20,000 (before costs). The funds raised from the issue of the Shares will be used for general working capital.
(e) A voting exclusion statement is included in the Notice.

7. Definitions

$ means Australian Dollars.

1,000koz Milestone means delineation of at least 1,000,000 ounces of a JORC Inferred gold Resource of Oxide Ore with a cut off grade of 1.25g/t being defined on the Mining Concession (including the existing 90,000 ounces of JORC Inferred gold Resource of Oxide Ore at a cut off grade of 1.25g/t that has already been delineated on the Mining Concession and any ounces of JORC Inferred gold Resource of Oxide Ore that satisfied the 400koz Milestone).

400koz Milestone means delineation of at least 400,000 ounces of a JORC Inferred gold Resource of Oxide Ore with a cut off grade of 1.25g/t being defined on the Mining Concession (including the existing 90,000 ounces of JORC Inferred gold Resource of Oxide Ore at a cut off grade of 1.25g/t that has already been delineated on the Mining Concession).

Acquisition has the meaning in Resolution 1.

Article means an article of the Constitution.

ASIC means Australian Securities and Investments Commission.

Associate has the meaning given to that term in the Income Tax Assessment Act 1936 (Cth).

Associated Body Corporate means:

(a) a body corporate that is a related body corporate (as defined in the Corporations Act) of the Company;
(b) a body corporate that has voting power in the Company of not less than 20%; and
(c) a body corporate in which the Company has the voting power of not less than 20%.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Auroch Minerals means Auroch Minerals Mozambique Pty Ltd (ACN 159 952 084).

Bankable Feasibility Study means a formal technical, resource and project development study which assesses the viability of developing and mining a deposit identified within the area comprising the Mining Concession upon which a decision to mine is based, prepared in accordance with best practice industry standards.

BFS Milestone means completion of a positive Bankable Feasibility Study on either the oxide or sulphide ore on the Mining Concession which recommends the construction of a mine with at least a ten year life and production scope of 50,000 ounces per annum and at any time after completion of the Bankable Feasibility Study the Board of TNV elects to commence construction of the mine as recommended in the Bankable Feasibility Study and has financing arranged for the construction of the mine.

Board means the board of Directors.

Capacity Milestone means production of either oxide or sulphide ore at the plant constructed by Explorator Limitada to process ore from the Mining Concession at the capacity specified in the Bankable Feasibility Study.

Chairman means the chairman of this Meeting.

Closely Related Party has the meaning in section 9 of the Corporations Act.

Company or Auroch means Auroch Minerals NL ACN 148 966 545.

Completion means the completion of the sale and purchase of the Explorator Limitada and Mistral in accordance with the Sale Agreement.

Consideration Cash has the meaning in Section 3.4(b).

Consideration Shares has the meaning in Section 3.4(a).

Constitution means the current constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Cunningham Plan Shares has the meaning in Section 5.1.

Deferred Consideration has the meaning in Section 3.4(d).

Deferred Consideration Shares has the meaning in Section 3.4(c).

Director means a director of the Company.

Eligible Employees means:

(d) Directors of the Company, or of a related body corporate, who hold a salaried employment or office in the company or in a related body corporate;
(e) an employee of the Company or any Associated Body Corporate; or
(f) any other person whom ASIC allows to participate in the Share Plan without requiring compliance with Chapters 6D.2 and 6D.3 (except section 736) and 7.9 of the Corporations Act.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Explorator Limitada means Explorator Limitada, a company incorporated in Mozambique registered in “Conservatoria dos Registos e Notariado do Chimoio, Mozambique”, book C-3, page 160, under the number 416 owned by Mistral and Pan African which holds the gold exploration licence for the Manica property in Mozambique.

Independent Expert’s Report means the independent expert’s report prepared by Stantons International Securities in Annexure A of this Notice.

Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Letter Agreement means the letter agreement between the Company and Pan African amending the Sale Agreement dated 14 November 2012.

Listing Rules means the listing rules of ASX.

Manica Gold Project or Manica Project means the exploration and development of the Mining Concession by Explorata Limitada as described in section 3.2.

Meeting has the meaning in the introductory paragraph of the Notice.

Mining Act means the Mozambique Mining Law 14/2002, of 26 June 2002, and includes the regulations.

Mining Concession means:

(g) 3990C Concessio Mineira granted to Explorator;
(h) any other mining concession or mining concessions which may be granted in lieu or relate to the same ground as the mining concession referred to in paragraph (a); and
(i) includes all rights to mine and other privileges appurtenant to the mining concession referred to in paragraph (a).

Mistral means Mistral Resource Development Corporation, a company incorporated in the British Virgin Islands with registration number 552594.

Notice means this notice of meeting.

November General Meeting has the meaning in Section 3.1.

Option means an option to acquire a Share.

Oxide Ore means gold bearing oxide/transitional ore where gold recovery exceeds 80% of total contained gold by using the metallurgical processes of milling, gravity separation and/or cyanide leaching and the gold can be recovered for a cash operating cost of US$700/oz of gold or less.

Pan African means Pan African Resources Plc, a company incorporated in England and Wales with registration number 3937466.

Participant Shares has the meaning in Section 6.1.

Participants means the key parties that assisted with the Placement.

Partly Paid Share means a partly paid ordinary share in the capital of the Company with the rights and liabilities in Section 6.2.

Placement has the meaning in Section 3.1.

Plan Participant means an Eligible Employee or an Associate of an Eligible Employee who accepts an offer to acquire Plan Shares under the Share Plan.

Plan Share means a Share issued pursuant to the Share Plan.

Prospectus has the meaning in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Sale Agreement means the share sale and purchase agreement between the Company, Auroch Minerals, Pan African and Mistral dated 28 August 2012.

Schedule means a schedule to this Notice.

Second Tranche Consideration Shares has the meaning in Section 3.1.

Section means a section contained in this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Share Plan means the Auroch Minerals NL Employee Share Plan.

Shareholder means a shareholder of the Company.

Stantons International Securities means Stantons International Pty Ltd (trading as Stantons International Securities).

Pan African means Pan African Resources Plc, a company incorporated in England and Wales with registration number 3937466.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

Schedule 1 - Summary of Auroch Minerals NL Employee Share Plan

It is intended that the Share Plan will be administered in accordance with the Share Plan rules, which are summarised below.

(a) Grant of Shares

The Directors, at their discretion, may issue Plan Shares to Plan Participants (or to an Associate of a Plan Participant as the Plan Participant directs) at any time, having regard to relevant considerations such as the Plan Participant’s past and potential contribution to the Company, and their period of employment with the Company.

(b) Eligible Employees

Eligible Employees are eligible to participate in the Share Plan. However, in the event that Directors of the Company are invited to participate in the Share Plan, the Company will seek Shareholder approval for that participation in accordance with Listing Rule 10.14.

(c) Issue Price of Plan Shares

Plan Shares must be issued at a price to be determined by the Board, which may be a nominal or nil amount if so determined by the Board ( Issue Price ).

(d) Maximum Number of Plan Shares

The Company must take reasonable steps to ensure that the number of Plan Shares offered by the Company under the Employee Share Plan when aggregated with:

(i) the number of Plan Shares issued during the previous 5 years under the Employee Share Plan (or any other employee share plan extended only to Eligible Employees); and
(ii) the number of Shares that would be issued if each outstanding offer for Shares (including options to acquire unissued Shares) under any employee incentive Plan of the Company were to be exercised or accepted, does not exceed 5% of the total number of issued Shares at the time of an offer of Plan Shares (but disregarding any offer of Shares or option to acquire Shares that can be disregarded in accordance with the ASIC Class Order 03/184.

(e) Term of Plan Shares

The Plan Shares will be issued on the same terms as the fully paid, ordinary shares of the Company and will rank equally with all of the Company’s then existing Shares.

(f) Restrictions on transfer of Plan Shares

The Board may impose conditions in an offer of Plan Shares that must be satisfied (unless waived by the Board in its absolute discretion) before the Plan Shares to which the condition applies can be sold, transferred, assigned, charged or otherwise encumbered ( Restriction Conditions ).

Subject to the exceptions identified below, a Plan Participant may not sell, transfer, assign, mortgage, charge or otherwise encumber a Plan Share until any applicable Restriction Conditions are satisfied or waived by the Board in its absolute discretion.

Where any applicable Restriction Conditions in relation to Plan Shares have not been satisfied and:

(i) the Plan Participant dies;
(ii) the Eligible Employee to whom the offer was originally made ceases to be employed as a result of:
(A) bona fide retirement from the workforce (unless the retirement happens within six (6) months of the date of the issue of the Plan Shares);
(B) bona fide redundancy; or
(C) total and permanent disability,

the Board may elect to:

(iii) allow the Plan Participant to retain the Plan Shares;
(iv) waive any of the Restriction Conditions; and/or
(v) permit the Plan Participant (or their personal legal representative) to sell, transfer, assign, mortgage, charge or otherwise encumber the Plan Participant’s Plan Shares.

(g)

Buy back of Plan Shares

Subject to the exemptions identified in sub-clause 1.1(f) above, where a Restriction Condition in relation to Plan Shares is not satisfied by the due date, or becomes incapable of satisfaction in the opinion of the Board, the Company must, unless the Restriction Condition is waived by the Board:

(i) where the Plan Shares were issued for no cash consideration, subject to the Corporations Act and the Listing Rules, buy back the relevant Plan Shares within 12 months of the date the Restriction Condition was not satisfied (or became incapable of satisfaction) under Part 2J.1 of the Corporations Act at a price equal to $0.0001 per Share; or
(ii) where the Shares were issued for cash consideration, subject to the Corporations Act and the ASX Listing Rules, use its best endeavours to buy back the relevant Plan Shares within 12 months of the date the Restriction Condition was not satisfied (or became incapable of satisfaction) under Part 2J.1 of the Corporations Act at a price equal to the cash consideration paid by the Plan Participant for the Plan Shares.

(h) Quotation of Plan Shares

The Company will make application for Official Quotation of all Plan Shares as soon as practicable after their issue date.

(i) Powers of the Board of Directors

The Employee Share Plan is administered by the Directors of the Company, who have the power to:

(i) determine appropriate procedures for administration of the Employee Share Plan consistent with its terms;
(ii) resolve conclusively all questions of fact or interpretation in connection with the Employee Share Plan;
(iii) delegate the exercise of any of its powers or discretions arising under the Employee Share Plan to any one or more persons for such period and on such conditions as the Board may determine; and
(iv) suspend or terminate the Employee Share Plan by giving written advice to Eligible Employees.

AUROCH MINERALS NL

ACN 148 966 545

P R O X Y F O R M

The Company Secretary Auroch Minerals NL By post: PO Box 7653 Cloisters Square Perth WA 6850

By facsimile: (08) 9486 4799

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We[1] ______________

of _________________

being a Shareholder/Shareholders of the Company and entitled to ____________ votes in the Company, hereby appoint:

The Chairman of the  OR if you are NOT appointing the Chairman of the Meeting Meeting (mark box) as your proxy, please write the name and address of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally on my/our behalf at the Meeting of the Company to be held at The Heritage Boardroom, The Melbourne Hotel, 942 Hay St Perth, Western Australia on Thursday, 4 April 2013 at 10am (WST) and at any adjournment or postponement of the Meeting and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law as the proxy sees fit.

Important for Resolution 2 - If the Chairman of the Meeting is appointed as your proxy, or may be appointed as your proxy by default, and you have not directed him how to vote on Resolution 2 below, please mark the box below. If you do not mark this box and you have not directed your proxy how to vote on Resolution 2 in Step 2 below, the Chairman will not cast your votes on Resolution 2 and your votes will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote on Resolution 2 by either marking the relevant boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking the box below in this Step 1 (in which case the Chairman will vote in favour of Resolution 2).

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 2 :

 I/We (except where I/we have indicated a different voting intention below):
(a) direct the Chairman of the Meeting to vote in accordance with the voting intentions of the Chairman on Resolution 2 to vote in favour of this Resolution; and
(b) authorise, in respect of Resolution 2, the Chairman of the Meeting to vote as described even though Resolution 2 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company and even if the Chairman of the Meeting has an interest in the outcome of Resolution 2; and
(c) acknowledge that votes cast by the Chairman of the Meeting for Resolution 2 other than as proxy holder will be disregarded because of that interest.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting.

Please read the voting instructions overleaf before marking any boxes with an  .

Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Resolution 1 Approval of Issue of Second Tranche Consideration Shares for the Manica Gold Project

Resolution 2 Authority to Issue Plan Shares to a Director – Mr Dean Cunningham Resolution 3 Ratification of Issue of Participant Shares

If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Authorised signature/s

This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Resolution.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary ____ ______ ____ Contact Name Contact Daytime Telephone Date

1 Insert name and address of Shareholder

Proxy Notes:

A Shareholder entitled to attend and vote at the General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that General Meeting. If the Shareholder is entitled to cast 2 or more votes at the General Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that General Meeting, the representative of the body corporate to attend the General Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the General Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the address below no later than 48 hours prior to the time of commencement of the General Meeting (WST).

Postal address: PO Box 7653 Cloisters Square, Perth WA 6850

Facsimile: (08) 9486 4799 if faxed from within Australia or +618 9486 4799 if faxed from outside Australia.

Annexure A – Independent Expert’s Report

PO Box 1908 West Perth WA 6872 Australia

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Level 2, 1 Walker Avenue West Perth WA 6005 Australia

25 January 2013

The Directors Auroch Minerals NL (Formerly Terranova Minerals NL) Level 8, 225 St Georges Terrace PERTH WA 6000

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 41 84 144 581 519 AFS Licence No: 418019 www.stantons.com.au

Dear Sirs

Re: Auroch Minerals NL (formerly known as Terranova Minerals NL) (“AUROCH”, “TERRANOVA” OR “THE COMPANY”) (ACN 148 966 545) ON THE PROPOSAL TO ISSUE SHARES TO PAN AFRICAN RESOURCES PLC (“PAN AFRICAN”) AS PART CONSIDERATION FOR A SUBSIDIARY OF AUROCH THAT HAS ACQUIRED GOLD PROSPECTS IN MOZAMBIQUE BY ACQUIRING ALL OF THE SHARES IN MISTRAL RESOURCES DEVELOPMENT CORPORATION (“MISTRAL”) AND 2% OF Explorator Limitada (“Explorator”) FROM PAN AFRICAN - MEETING PURSUANT TO SECTION 611 (ITEM 7) OF THE CORPORATIONS ACT 2001 (“TCA”)

Summary of Opinion

In our opinion, taking into account the factors noted elsewhere in this report including the factors (positive, negative and other factors) noted in section 9 of this report and based on the pre announcement Auroch share prices and the deemed issue price of 30 cents per ordinary share, the proposed issue of the 4,100,000 Second Tranche Consideration Shares (as part of the 25,000,000 Consideration Shares and potential issue of up to 71,666,668 ordinary shares to Pan African) as part of the Acquisition as outlined in paragraph 1.2 and resolution 1 in the New Notice are, on balance, considered to be fair and reasonable to the non associated shareholders of Auroch (not associated with Pan African) at the date of this report.

1. Introduction

1.1 In September 2012 we were requested by the directors of Auroch (then called Terranova Minerals NL) to prepare an Independent Expert’s Report to determine the fairness and reasonableness of issuing shares to Pan African as noted below as part of a proposal by Terranova to issue shares and pay cash to acquire 100% of the issued capital of Mistral from Pan African and a 2% interest in the share capital of Explorator from Pan African. Resolution 1 to the October 2012 Notice of Meeting (“Original Notice”) and sections 3 and 4 of the October 2012 Explanatory Memorandum to the Shareholders attached to the Original Notice (“Original EMS”) provided further details. Mistral was a wholly owned subsidiary of Pan African (a company listed on the alternative investment market of the London Stock Exchange (“AIM”) in the UK and also on the Johannesburg Stock Exchange (“JSE”) in South Africa) owned 98% of Explorator and 2% of Explorator was owned directly by Pan African. Explorator is the owner of the Manica Gold Project in Mozambique (“Mozambique Mineral Assets”). The Acquirer of Mistral and Explorator was Auroch Minerals Mozambique Pty Ltd (“AMM”) a wholly owned subsidiary of Auroch. Terranova changed its name to Auroch Minerals NL in November 2012 following shareholders’ approval on 2 November 2012.
1.2 For the purpose of this report the acquisition of all of the shares in Explorator is known as the Acquisition. Based on the Share Sale and Purchase Agreement (“SPA”) of 28 August 2012, the original purchase considerations to acquire 100% of the issued capital of Mistral and 2% of Explorator were as noted below. In November 2012, the Company entered into a Letter Agreement with Pan African to vary the terms and conditions to the original agreed

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consideration. Shareholders had approved the issue of the shares noted below on the basis that the maximum voting power that Pan African could obtain from the issue of the initial consideration was 38.08%. However, as a consequence of the Company reducing the minimum subscription under its capital raising (- refer paragraph 1.5 below), if Pan African had received all of the 25,000,000 Consideration Shares, its voting power on completion of the Acquisition (assuming $3,000,000 was raised) would have been 42.4%. In order to ensure that Pan African’s voting power in the Company did not exceed 38.08%. 20,900,000 of the 25,000,000 shares noted below were issued in January 2013 and thus Shareholder approval is required to allow the issue of the remaining 4,100,000 shares because as a consequence of Pan African’s voting power in the Company increasing above 38.08% following the issue of the Second Tranche Consideration Shares, the Company will need shareholder approval to complete the issue of the Second Tranche Consideration Shares. Specifically, shareholder approval is required pursuant to Section 611 (Item 7) of TCA because the issue of the Second Tranche Consideration Shares will result in Pan African increasing its ownership of the issued share capital of the Company from a starting point above 20%. Further details on the changes are outlined below.

Initial Consideration

A cash payment of $2,000,000 to Auroch (‘”Consideration Cash Payment”); and 25,000,000 ordinary shares (“Consideration Shares”) in Auroch to be issued to Pan African or nominee at the same price (not less than 30 cents each) that Auroch will issue shares under a Capital Raising planned to be undertaken in the fourth quarter of 2012 (and is one of the conditions that is required to be finalised to complete the Acquisition). The Capital Raising to the extent of $3,047,754 was completed in January 2013 - refer paragraph 1.4 below). Under the Letter Agreement of November 2012, it was agreed that only 20,900,000 Consideration Shares (“the First Tranche Shares”) would initially be issued (issued in January 2013) and the remaining 4,100,000 Consideration Shares (“the Second Tranche Shares”) would be issued, subject to Auroch shareholder approval. In addition, it was agreed that the $2,000,000 Consideration Cash Payment would be deferred for a period of 18 months from Completion (now to be payable on 14 July 2014).

In addition, the Company will issue certain shares as part of the Deferred Consideration as and when the milestones described below are met.

Deferred Consideration (on meeting prescribed Milestones as noted below)

BFS Milestone (or Milestone 3) means completion of a positive Bankable Feasibility Study on either the oxide or sulphide ore on the Mining Concession which recommends the construction of a mine with at least a ten year life and production scope of 50,000 ounces per annum and the Board of Explorator elects to commence construction of the mine as recommended in the Bankable Feasibility Study and has financing arranged for the construction of the mine within four years.

Capacity Milestone (or Milestone 4) means production of either oxide or sulphide ore at the plant constructed by Explorator to process ore from the Mining Concession at the capacity specified in the Bankable Feasibility Study within four years.

AUR6047A/ IER relating to acquiring Explorator January 2013

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20,066,667 Class 1 Deferred Consideration Shares (in effect ordinary shares)

On meeting the 400koz Milestone within four years of Completion of the Acquisition, the Company will pay $1,000,000 cash to Pan African and issue 20,066,667 ordinary shares in Auroch (known in this report as the Class 1 Deferred Consideration Shares).

Thus, the deemed consideration on meeting the 400Koz Milestone is $7,020,000 (cash $1,000,000 and shares $6,020,000 based on a deemed issue price of 30 cents per share).

20,066,667 Class 2 Deferred Consideration Shares (in effect ordinary shares)

On meeting the 1,000koz Milestone within four years of Completion of the Acquisition, the Company will pay $1,000,000 cash to Pan African and issue 20,066,667 ordinary shares in Auroch (known in this report as the Class 2 Deferred Consideration Shares).

Thus, the deemed consideration on meeting the 1,000Koz Milestone is $7,020,000 (cash $1,000,000 and shares $6,020,000 based on a deemed issue price of 30 cents per share).

24,366,667 Class 3 Deferred Consideration Shares (in effect ordinary shares)

On meeting the BFS Milestone within four years of Completion of the Acquisition, the Company will pay $1,000,000 cash to Pan African and;

At the election of the Company (Auroch) within seven days of meeting the BFS Milestone, issue 24,366,667 ordinary shares to Pan African (or as directed by Pan African) (at a deemed value of 30 cents each for a deemed total value to the shares of $7,310,000) (known in this report as the Class 3 Deferred Consideration Shares); or

The Company may pay cash of $7,310,000 as directed by Pan African.

Thus, the deemed consideration on meeting the BFS Milestone is $8,310,000 (cash $1,000,000 and shares $7,310,000).

7,166,667 Class 4 Deferred Consideration Shares (in effect ordinary shares)

On meeting the Capacity Milestone within four years of Completion of the Acquisition, the Company will pay $1,000,000 cash to Pan African and;

At the election of the Company (Auroch) within seven days of meeting the Capacity Milestone, issue 7,166,667 ordinary shares in Terranova and be issued as directed by Pan African (known in this report as the Class 4 Deferred Consideration Shares);

or

The Company may pay cash of $2,150,000 to other parties as directed by Pan African.

It is not known as to whether Pan African will participate in the Class 4 Deferred Shares.

Thus, the deemed consideration on meeting the Capacity Milestone is $3,150,000 (cash $1,000,000 and shares $2,150,000).

For the purposes of the SPA, the deemed issue price of ordinary shares issued if Milestones noted above are met (assuming the cash equivalents are not paid regarding the Class 3 and 4 Deferred Shares) is 30 cents per ordinary share.

AUR6047A/ IER relating to acquiring Explorator January 2013

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If all four Milestones were met, the additional deemed consideration would be:

Either

Cash payments totalling $4,000,000 and 71,666,668 ordinary shares with a deemed value of $21,500,000 (total deemed additional consideration $25,500,000);

or

Cash payments totalling $13,460,000 and 40,133,334 ordinary shares with a deemed value of $12,040,000 (total deemed additional consideration $25,500,000).

Thus, potentially the total consideration may be a deemed $35,000,000 (but $25,500,000 is conditional on Milestones being achieved within four years of Completion of the Acquisition.

In the event that the Milestone Conditions are not met, no Deferred Consideration Shares (ordinary shares) will be issued.

As an update, the Company, at the request of Pan African, has entered into a 10 December 2012 letter agreement with Pan African to amend the Share Sale Agreement so that if the value of the Deferred Consideration cash to be paid or Deferred Consideration Shares to be issued (“Deferred Consideration”) (after taking into account the value of any previous cash and share based consideration under the Share Sale Agreement) exceeds $80,000,000, then the Deferred Consideration will be scaled back so that the value of the total cash and share based consideration under the Share Sale Agreement does not exceed $80,000,000.

1.3 Completion of the Acquisition was subject to a number of conditions (that can be waived) that have been completed. These included (see changes as noted below), inter-alia;

Due diligence by both Terranova (now called Auroch) and Pan African;
Completion of a Capital Raising of at least $5,000,000 at a price not less than 30 cents per Terranova share (“Capital Raising Shares”). Under the Letter Agreement, the minimum Capital Raising was reduced to $3,000,000 (10,000,000 shares at 30 cents each and the Company has since raised the $3,047,754 and in January 2013 issued 10,092,514 fully paid shares and 2,000,000 partly paid shares, paid to 1 cent each with uncalled capital of 19 cents in January 2013);
The granting of regulatory approvals on terms acceptable to both parties;
The granting of all stock exchange approvals acceptable to both parties;
The approval of the Acquisition by the shareholders of Auroch;
The Company obtaining an expert’s report on the Acquisition of the shares in Mistral and 2% of the Explorator Quotas (effectively shares in Explorator) which states that the Acquisition is fair and reasonable;
Dean Cunningham confirming in writing that he will assume the role of Chief Executive Officer of Auroch following Completion of the Acquisition; and
The parties obtaining any approvals required under the Mining Act (as defined) to the change of control of Explorator and communicating in writing such change in control to the Mozambican mining authorities.

It was also proposed (but not a condition under the SPA) that:

The appointment of a chairman to be agreed by the parties, Dean Cunningham as director and chief executive officer, Jan Nelson (the chief executive officer of Pan African) and Glenn Whiddon as non-executive directors. These appointments occurred on 11 January 2013. The directors of Auroch prior to the completion of the Acquisition will step down on Completion of the Acquisition (and this occurred on 14 January 2013); and
The appointment of Francois Matos as Mozambique exploration manager (to enter into the Matos Service Agreement as defined), Gordon Koll as chief geologist (to enter into the Koll Service Agreement as defined), Jim Porter as a mining consulting engineer and Graeme Farr as a consulting metallurgist.

AUR6047A/ IER relating to acquiring Explorator January 2013

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1.4 As part of the SPA and the Acquisition the following were proposed:
The 25,000,000 Consideration Shares (now the 20,900,000 First Tranche Shares issued in January 2013 and the 4,100,000 Second Tranche Shares) to be issued as part consideration of the Acquisition will be escrowed for between 12 and 24 months as imposed by ASX; and
All company secretarial, financial and ancillary ASX related services shall be provided by Hemisphere Corporate Services Pty Ltd, a company associated with Benjamin Bussell a former director of Auroch (until 14 January 2013) on an arms-length market related terms for a minimum period of 12 months post completion of the Acquisition.

On 2 November 2012, shareholders of the then named Terranova approved the Acquisition to acquire 100% of the issued capital of Mistral from Pan African and a 2% interest in the share capital of Explorator from Pan African. This approval was given on the basis that the maximum voting power that Pan African could obtain from the issue of the Consideration Shares was 38.08%. However, as a consequence of the Company reducing the minimum subscription under the Capital Raising (- refer paragraph 1.5 below), if Pan African had received all of the 25,000,000 Consideration Shares, its voting power on completion of the Acquisition (assuming $3,000,000 was raised) would have been 42.4%. In order to ensure that Pan African’s voting power in the Company did not exceed 38.08% the Company agreed pursuant to a letter agreement with Pan African (Letter Agreement) to defer the issue of 4,100,000 of the Consideration Shares (Second Tranche Consideration Shares) until the Company obtains the approval of Shareholders to issue such Shares which will result in Pan African’s voting power going above 38.08%. As noted above, the Consideration Cash Payment of $2,000,000 is to be deferred for a period of 18 months from Completion and 4,100,000 Second Tranche Shares will only be issued once shareholders approve the issue of such Second Tranche Shares (the 20,900,000 First Tranche Shares were issued in January 2013 and thus no approval is required again in relation to the 20,900,000 First Tranche Shares). Shareholders are not being again being asked to approve the ability to issue the Deferred Consideration Shares as noted above but we have reconsidered such proposals as part of arriving at our conclusion on the proposal as noted in resolution 1.

Resolution 1 in the new Notice of Meeting (“New Notice”) seeks shareholder approval to issue 4,100,000 Second tranche Consideration Shares to Pan African. Technically, we are only required to report on the potential issue of the Second Tranche Shares to Pan African pursuant to Section 611 of the Corporations Act 2001 but in order to do so we have had to consider the total consideration payable in relation to the Acquisition (notwithstanding that the Acquisitions have been completed). Some of the Deferred Consideration Shares (ordinary shares) may be issued to third parties on the instructions from Pan African if certain Milestones are met.

1.5 In November 2012 shareholders’ approved the proposal to issue up to 26,666,667 ordinary shares in the Company at 30 cents each to raise a maximum of a gross $8,000,000 (the SPA required a minimum of $5,000,000 but following the issue of the prospectus for this issue, the Company agreed with Pan African, pursuant to the Letter Agreement to reduce this to a minimum of $3,000,000 and $3,047,754 (10,092,514 fully paid shares and 2,000,000 partly paid shares as noted above) was raised in December 2012/ January 2013 and the shares issued in January 2013); approved the change the name of the Company to Auroch Minerals NL and approved the proposed appointment Jan Nelson, Glenn Whiddon and Dean Cunningham as directors of the Company following Completion of the Acquisition.

Resolution 1 is part of the Acquisition of Mistral and Explorator. As noted, we are only required to report on the merits or otherwise of resolution 1 under Section 611 (Item 7) of TCA. In order for us to report on the fairness and reasonableness of the issue of the 4,100,000 Second Tranche Consideration Shares to Pan African, we are required to take into consideration the total initial consideration ($2,000,000 cash – that is now to be deferred for payment for 18 months after Completion of the Acquisition (deferred settlement now deemed to be 14 July 2014) and 25,000,000 fully paid ordinary shares) and the Deferred Consideration (up to $4,000,000 cash and the issue of up to 71,666,668 Deferred

AUR6047A/ IER relating to acquiring Explorator January 2013

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Consideration Shares (ordinary shares) with a deemed value of $21,500,000 or the payment of up to $13,460,000 cash and the issue of up to 40,133,334 Deferred Consideration Shares (ordinary shares) in Terranova with a deemed value of $12,040,000). As noted elsewhere, shareholders have already approved the issue of the 25,000,000 Consideration Share and Deferred Consideration Shares in November 2012 this approval was given on the basis that Pan African’s maximum voting power would be 38.08%. Following the reduction in the minimum subscription under the Capital Raising, but only the 20,900,000 First Tranche Shares were able to be issued in January 2013 (following completion of the minimum Capital Raising of $3,000,000 as noted above- raised $3,047,754) and the 4,100,000 Second Tranche Shares can now only be issued subject to shareholders’ approval and this is part of the subject of resolution 1.

Following completion of the issue of the 20,900,000 First Tranche Consideration Shares, (issued in January 2013 following the minimum Capital Raising of $3,000,000 (raised $3,042,754)). Pan African owns approximately 38.07% of the fully paid shares on issue (approximately 37.94% of the voting power).

1.6 Under Section 606 of The Corporations Act ("TCA"), a person must not acquire a relevant interest in issued voting shares in a company if because of the transaction, that person’s or someone else's voting power in the company increases:
(a) from 20% or below to more than 20%; or
(b) from a starting point that is above 20% and below 90%.

Under Section 611 (Item 7) of TCA, Section 606 does not apply in relation to any acquisition of shares in a company approved by resolution passed at a general meeting at which no votes were cast in favour of the resolution by the acquirer or the disposer or their respective associates. An independent expert is required to report on the fairness and reasonableness of the transaction pursuant to a Section 611 (Item 7) meeting.

After the issue of all of the Consideration Shares, Pan African would own approximately 43.03% (25,000,000 Consideration Shares that would be on issue made up of the 20,900,000 First Tranche Shares already issued and the 4,100,000 Second Tranche Shares to be issued) of the expanded fully paid issued capital of the Company (58,092,515 fully paid shares after the issue of 10,092,514 fully paid Capital Raising Shares to raise a gross $3,027,754 by way of a Capital Raising at the issue price of 30 cents per share) (42.24% voting power taking into account the 21,800,000 partly paid shares on issue). The Company actually raised $3,047,754 from the Capital Raising but $20,000 of this was from the issue of an additional 2,000,000 shares paid to 1 cent each and 19 cents uncalled capital. If we took into account the partly paid shares on issue (21,800,000) and assumed they were fully paid up, Pan African’s percentage interest of all shares on issue would approximate 31.29%. Shanduka Gold (Pty) Ltd (“SGPL”) held approximately 25% of the shares in Pan African and thus SGPL will also be deemed to have a voting power in any shares held by Pan African. Following the January 2013 issue of the 20,900,000 First Tranche Consideration Shares and following the January 2013 issue of the 10,092,514 fully paid Capital Raising Shares and 2,000,000 partly paid Capital Raising Shares, Pan African owns approximately 38.07% of the fully paid issued capital on issue (approximately 37.94% of the voting power). Once shareholders approve the issue of the Second Tranche Consideration Shares, the percentage interests of Pan African rises as noted above.

If the 400koz Milestone was met, in addition to the $1,000,000 paid to Pan African, Pan African would own an additional 20,066,667 fully paid shares and would then own 45,066,667 fully paid ordinary shares on issue (78,159,182 fully paid shares on issue) representing approximately 57.66% of the expanded fully paid issued capital on issue (56.87% voting power taking into account the partly paid shares on issue) (approximately 45.09% if the 21,800,000 partly paid shares were fully paid up). This assumes all shares are issued to Pan African and no shares are issued to any other party. Pan African has the right to allocate some of the shares to third parties.

If the 1,000koz Milestone was met, in addition to the $1,000,000 paid to Pan African, Pan African would own an additional 20,066,667 fully paid shares and would then own

AUR6047A/ IER relating to acquiring Explorator January 2013

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65,133,334 fully paid ordinary shares on issue (98,225,849 fully paid shares on issue) representing approximately 66.31% of the expanded fully paid issued capital on issue (65.58% voting power taking into account the partly paid shares on issue) (approximately 54.27% if the 121,800,000 partly paid shares were fully paid up). This assumes all shares are issued to Pan African and no shares are issued to any other party. Pan African has the right to allocate some of the shares to third parties.

If the BFS Milestone was met, in addition to the $1,000,000 paid to Pan African and Terranova elected to issue fully paid ordinary shares to Pan African and the MGE, Pan African would own an additional 24,366,667 fully paid shares and would then own 89,500,001 fully paid ordinary shares on issue (122,592,516 fully paid shares on issue) representing approximately 73.00% of the expanded fully paid issued capital on issue (72.36% voting power taking into account the partly paid shares on issue) (approximately 61.98% if the 21,800,000 partly paid shares were taken into account). This assumes all shares are issued to Pan African and no shares are issued to any other party. Pan African has the right to allocate some of the shares to third parties.

If the Capacity Milestone was met an additional $1,000,000 would be paid to Pan African and if Terranova elected to issue fully paid ordinary shares to another third party, Pan African’s shareholding could increase to 96,666,668 fully paid ordinary shares on issue (129,759,183 fully paid shares on issue) representing approximately 74.50% of the expanded fully paid issued capital on issue (73.87% voting power taking into account the partly paid shares on issue) (approximately 63.78% if the 21,800,000 partly paid shares were taken into account). This assumes all shares are issued to Pan African and no shares are issued to any other party. Pan African has the right to allocate some of the shares to third parties.

As noted above, SGPL held approximately 25% of the shares in Pan African and thus SGPL will also be deemed to have a voting power in any shares held by Pan African.

1.7 In November 2012, the shareholders were issued a notice prepared in relation to a meeting of shareholders convened for the purposes of Section 611 (Item 7) of TCA and this was accompanied by an Independent Expert's Report stating whether the issue of ordinary shares (25,000,000 Consideration Shares to the deemed value of $7,500,000) and the potential issue of up to 71,966,668 Deferred Consideration Shares (ordinary shares) to Pan African as part of the Acquisition were fair and reasonable to the shareholders not associated with Pan African. As stated above, some of the Consideration Shares and Deferred Consideration Shares (ordinary shares) may be issued to third parties at the direction of Pan African and if shares are issued to third parties, the number and percentages held by Pan African noted above and elsewhere in this report will be reduced. The total initial consideration is $9,500,000 being $2,000,000 cash to Pan African and the issue of a total of 25,000,000 Consideration Shares. To assist shareholders in making a decision on the issue of fully paid ordinary shares (25,000,000 Consideration Shares) and up to 71,666,668 Deferred Consideration Shares (ordinary shares) to Pan African as part of the Acquisition, the directors requested that Stantons International Securities prepare an Independent Expert's Report, which must state whether, in the opinion of the Independent Expert, the issue of fully paid ordinary shares (25,000,000 Consideration Shares) and the potential to issue up to 71,966,668 Deferred Consideration Shares (ordinary shares) to Pan African as part of the Acquisition are fair and reasonable to the non-associated shareholders of Terranova (not associated with Pan African). Shareholders voted in the affirmative to allow the Acquisition to proceed but it was premised on the basis of a minimum Capital Raising of $5,000,000 and thus the percentage shareholdings of Pan African were lower than as noted above. As a consequence of the revised minimum subscription, if Pan African had received all of the 25,000,000 Consideration Shares, its voting power on completion of the Acquisition (assuming $3,000,000 was raised) would have been 42.4%. In order to ensure that Pan African’s voting power in the Company did not exceed 38.08% the Company agreed pursuant to a letter agreement with Pan African to defer the issue of 4,100,000 of the Consideration Shares (Second Tranche Consideration Shares) until the Company obtains t h e approval of shareholders to issue such shares. Thus only 20,900,000 First Tranche Consideration Shares were issued in January 2013. Resolution 1 in the New Notice requests shareholders to approve the issue of the 4,100,000

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Second Tranche Consideration Shares on the basis that the minimum Capital Raising of $3,000,000 is raised. The minimum was raised in December 2012/January 2013 and in fact $3,047,754 was raised – 10,092,514 fully paid shares and 2,000,000 partly paid shares and all such shares were issued in January 2013 after lodgement of a Second Supplementary Prospectus. The Acquisition has now been completed.

To arrive at the conclusions as to the issue of the 4,100,000 Second Tranche Shares we have had to reconsider the fairness and reasonableness of the Acquisition (of all of the shares in Mistral and 2% of the Explorator Quotas (ordinary shares in Explorator) as a whole.

Apart from this introduction, this report considers the following:

Summary of opinions
Implications of the proposals (Acquisition- that has been completed)
Corporate history and nature of business of Auroch, Mistral and Explorator
Future direction of Auroch
Basis of valuation of Auroch shares
Value of consideration
Basis of valuation of Explorator being acquired from Pan African
Conclusion as to fairness
Reasonableness of the offer
Conclusion as to reasonableness
Sources of information
Appendices A and Financial Services Guide
1.9 In determining the fairness and reasonableness of the acquisition of Mistral and Explorator (that owns the Mozambique Mining Assets more fully described above), we have had regard for the definitions set out by the Australian Securities and Investments Commission (“ASIC”) in its Regulatory Guide 111, “Content of Expert Reports”. Regulatory Guide 111 states that an opinion as to whether an offer is fair and/or reasonable shall entail a comparison between the offer price and the value that may be attributed to the securities under offer (fairness) and an examination to determine whether there is justification for the offer price on objective grounds after reference to that value (reasonableness). The concept of “fairness” is taken to be the value of the offer price, or the consideration, being equal to or greater than the value of the securities in the above mentioned offer. Furthermore, this comparison should be made assuming 100% ownership of the “target” and irrespective of whether the consideration is scrip or cash. An offer is “reasonable” if it is fair. An offer may also be reasonable, if despite not being ”fair”, there are sufficient grounds for security holders to accept the offer in the absence of any higher bid before the close of the offer. It also states that, where an acquisition of shares by way of an allotment is to be approved by shareholders pursuant to Section 611 (Item 7) of TCA, it is desirable to commission a report by an independent expert stating whether or not the proposal is fair and reasonable, having regard to the proposed allottee(s) (in this case only Pan African) and whether a premium for potential control is being paid by the allottee(s) (in this case Pan African). Although the proposal with Pan African is not in relation to a takeover offer, we have noted the above matters and definitions for readers to have an understanding of fairness and reasonableness referred to in this report.

Accordingly, our report relating to the issue of shares to Pan African as part of the Acquisition is concerned with the fairness and reasonableness of the proposals with respect to the existing non-associated shareholders of Auroch (not associated with Pan African) and whether Pan African is paying a premium for potential control.

1.10 In our opinion, taking into account the factors noted elsewhere in this report including the factors (positive, negative and other factors) noted in section 9 of this report and based on the pre announcement Auroch share prices and the deemed issue price of 30 cents per ordinary share, the proposed issue of the 4,100,000 Second Tranche Consideration Shares (as part of the 25,000,000 Consideration Shares and potential issue of up to 71,666,668 ordinary shares to Pan African) as part of the Acquisition as outlined in paragraph 1.2 and resolution 1 in the New Notice

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are, on balance, considered to be fair and reasonable to the non associated shareholders of Auroch (not associated with Pan African) at the date of this report.

1.11 The opinions expressed above must be read in conjunction with the more detailed analysis and comments made in this report, including the December 2012 (replaces the valuation of 19 June 2012) Independent Technical Valuation Report (“SRK Valuation Report”) on the Mozambique Mining Assets owned by Explorator prepared by SRK Consulting (Australasia) Pty Ltd (“SRK”), a copy of which is attached as an Appendix to the New Notice and New EMS.

2. Implications of the Proposals

2.1 As at 10 December 2012, there were 23,000,001 fully paid ordinary shares on issue in Terranova and 19,800,000 partly paid shares paid to 1 cent each with uncalled capital of 19 cents per partly paid share (to be called within 5 years of date of issue that was in April 2011). In January 2013, the Company issued 10,092,514 fully paid shares and 2,000,000 partly paid shares and also issued the 20,900,000 First Tranche Consideration Shares so that as at 24 January 2013 there are 53,992,515 fully paid shares on issue and 21,800,000 partly paid shares on issue. The significant fully paid shareholders as at 11 January 2013 (refer below for planned subsequent changes) based on the top 20 shareholders list were believed to be:

Pan African Resources MJ & RF Norton Memo Strategies Pty Ltd Rowan Hall Pty Ltd Med Alpha SA Rainmaker Holdings WA Pty Ltd	No. of fully paid shares % of issued fully paid shares 20,900,000 38.07 426,500 0.79 400,000 0.74 333,333 0.62 330,000 0.61 311,647 0.52
	22,701,480 41.35

The top 20 fully paid shareholders at 3 September 2012 owned approximately 20.98% of the ordinary fully paid issued capital of the Company and now after the issue of shares in January 2013 own approximately 48.82% (Pan African 38.07%). If the existing 21,800,000 partly paid shares were fully paid up, the Company would receive $4,142,000 in cash funds. The holders of the existing partly paid shares are not legally required to pay all calls but if calls are not paid for by the partly paid shareholders, the partly paid shares would be forfeited and possibly auctioned. In January 2013, the Company completed the issue of the 20,900,000 First Tranche Consideration Shares to Pan African and issued 10,092,514 fully paid Capital Raising Shares and 2,000,000 partly paid Capital Raising Shares. Thus the Acquisition proceeded.

2.2 The minimum movement in the fully paid issued capital of the Company will be:

	Minimum Number
Fully paid shares on issue 10 December 2012	23,000,001
Issue of Capital Raising Shares at 30 cents each in
January 2013	10,092,514
Issue of the First Tranche Consideration Shares at a
deemed 30 cents each in January 2013	20,900,000
Fully paid shares on issue post the Capital Raising
and Acquisition	53,992,515
Issue of the Second Tranche Consideration Shares at a
deemed 30 cents each	4,100,000
Shares on Issue post the Acquisition
and Capital Raising and issue of the
Second Tranche Consideration Shares	58,092,515

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Potential issue of further fully paid shares Conversion of all of the Class 1 Performance Shares Conversion of all of the Class 2 Performance Shares Conversion of all of the Class 3 Performance Shares Conversion of all of the Class 4 Performance Shares Potential fully paid shares on issue before paying up the partly paid shares Paying up the partly paid shares in full Potential fully paid shares on issue	20,066,667 78,159,182 20,066,667
	98,225,849 24,366,667 122,592,516 7,166,667
	129,759,183 21,800,000
	151,559,183

Following completion of the Acquisition in January 2013 and after all Consideration Shares are issued, Pan African would increase its ordinary fully paid shareholding interest from nil fully paid ordinary shares as at 31 December 2012 (20,900,000 First tranche Consideration Shares were issued in January 2013 as part of completion of the Acquisition) to up to 25,000,000 ordinary shares representing an approximate up to 43.03% interest in the expanded fully paid capital of the Company (42.24% voting power taking into account the partly paid shares on issue). If we took into account the partly paid shares that are on issue (21,800,000) and assumed they were fully paid up, Pan African’s percentage interest of all shares on issue could approximate up to 31.29%.

As noted above, SGPL holds approximately 25% of the shares in Pan African and thus SGPL will also be deemed to have a voting power in any shares held by Pan African.

Section 1.7 of this report refers to the potential shareholding and percentage interest of Pan African if each class of Deferred Consideration Shares (ordinary shares) were issued by Auroch to Pan African (each Milestone Condition needs to be met). Pan African has the right to nominate third parties to be issued some of the Consideration Shares and Deferred Consideration Shares. As noted above, the Company will need to pay Pan African $2,000,000 in 18 months after Completion. In the event that each Milestone is met an additional minimum of $1,000,000 is payable to Pan African ($4,000,000 in total). In relation to the BFS Milestone, Auroch has the option to pay cash of $7,310,000 to Pan African or to third parties as directed by Pan African or issue 24,366,667 fully paid ordinary shares to Pan African or to third parties as directed by Pan African. In relation to the Capacity Milestone, Auroch has the option to issue 7,166,667 fully paid ordinary shares to Pan African or pay cash of $2,150,000 to Pan African or to third parties as directed by Pan African.

2.3 The Board of Directors changed in January 2013 as a result of the Acquisition. Dean Cunningham was appointed as chief executive officer and a director and Jan Nelson and Glenn Whiddon were appointed as non-executive directors. Messrs Benjamin Bussell, Matthew Foy and Robert Jewson resigned from the Board on Completion of the Acquisition in January 2013.

The following management appointments have been or will shortly be made following Completion of the Acquisition:

Francois Matos as Mozambique country/exploration manager;
Gordon Koll as chief geologist;
Jim Porter as a mining executive; and
Graeme Farr as processing executive.

The Company on 28 August 2012 entered into a Service Agreement with Dean Cunningham, a proposed Director of the Company for Dean Cunningham to act as the managing director of the Company. The effective date was on Completion as defined in the SPA referred to above. Three months written notice is to be provided by either party to terminate the Service Agreement. The yearly basic salary payable is Rand 2,400,000 (approximately $263,000 per annum based on an AUS$/Rand exchange rate of AUS$1 equals Rand 9.138 as at 12 December 2012). It is planned that the following up to

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1,400,000 shares will be issued subject to Shareholder approval at the meeting with the below noted vesting conditions:

Milestone 1 - 24 months service 350,000 shares Milestone 3 - 400koz Milestone 308,000 shares Milestone 3 - 1000koz Milestone 308,000 shares Milestone 4 - BFS Milestone 336,000 shares Milestone 5 - Capacity Milestone 98,000 shares

2.4 Mistral and Explorator have become legally wholly owned subsidiaries (via AMM) of Auroch and Pan African has become a significant shareholder in Auroch and parties nominated by Pan African now control the Board. Mistral became 100% owned by AMM and Explorator became 98% owned by Mistral and 2% by AMM following Completion of the Acquisition in January 2013 (notwithstanding that the Second tranche Consideration Shares have yet to be issued).

3. Corporate History and Nature of Business

Auroch

3.1 Auroch is listed on the ASX since 1 September 2011. Its focus to date has been on mineral exploration in Australia. Its main areas of interest were:
The Crawford Copper-Bismuth Project in the Gascoyne Province of Western Australia;
The Peninsular Gold Project near Norseman in Western Australia; and
The Beete Gold Project near Norseman in Western Australia.

As noted, the Company has completed the Acquisition.

Explorator

3.2 A summary on Mistral and Explorator and Explorator’s Mozambique Mining Assets are noted in section 1.1 of this report, the December 2012 SRK Valuation Report (on the Mozambique Mining Assets) and the New EMS.
3.3 Explorator that was 2% directly owned by Pan African and 98% owned by the BVI company, Mistral (which was 100% owned by Pan African) owns the gold project known as the Manica Gold Project. The Manica Gold Project is located in central Mozambique and is in a pre-feasibility stage. The estimated capital cost to develop a mine at the Manica Gold Project (if it proceeds to a development status) (the Fair Bride Deposit) is estimated by Pan African at approximately US$21.54 million. In addition to the Fair Bride Deposit area (the Advanced Development Target), there is a Potential Development Target area below the existing Advanced Development Target.
3.4 It is our understanding that on Completion, Mistral and Explorator had no material liabilities and Explorator has as its only material asset its Mozambique Mining Assets (at 30 June 2012, the unaudited capitalised exploration costs are $597,934) comprising the Manica Gold Project. Mistral has as its main asset, ownership of 98% of Explorator.

4. Future Directions of Terranova

4.1 We have been advised by the directors and management of Auroch that:
There are no proposals currently contemplated either whereby Auroch will acquire any further properties or assets from Pan African, however Auroch will issue ordinary shares (the Consideration Shares of which 20,900,000 have been issued to date) and potentially Deferred Consideration Shares (ordinary shares) to Pan African or to parties as directed by Pan African and pay cash to Pan African or to parties as directed by Pan

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African as outlined above in relation to the Acquisition) or where Auroch would transfer any of its property or assets to Pan African. The 20,900,000 First Tranche Consideration Shares were issued in January 2013 following the minimum Capital Raising of $3,000,000 being raised ($3,047,754 raised and 10,092,514 fully paid shares and 2,000,000 partly paid shares issued in January 2013 following lodgement of a Second Supplementary Prospectus in late December 2012. Pan African now owns approximately 38.07% of the fully paid shares on issue (approximately 37.94% of the voting power) and following the issue of the 4,100,000 Second Tranche Consideration Shares will own approximately 43.03% of the fully paid shares on issue (approximately 42.24% of the voting power);

The composition of the Board and management has changed as noted above and the Company may issue new shares to Dean Cunningham as referred to in paragraph 2.3 above subject to shareholder approval and meeting certain milestone conditions;
The Company may, subject to prevailing market conditions seek to raise further working capital by way of share issues later in 2013 (in addition to the completed Capital Raising of $3,047,754 of January 2013);
No dividend policy has been set and it is not proposed to be set until such time as the Company is profitable and has a positive cash flow; and
The Company will endeavour to enhance the value of its interests in its existing gold and base metal projects and the Mozambique Mining Assets acquired from the Acquisition of Mistral and Explorator that was completed in January 2013.

5. Basis of Valuation of Auroch Shares

5.1 Shares
5.1.1 In considering the proposals, we have sought to determine if the considerations payable by Auroch to Pan African (or nominees) are fair and reasonable to the existing non-associated shareholders of Auroch.
5.1.2 The offer would be fair to the existing non-associated shareholders if the value of the shares in Explorator (that has the interests in the Manica Gold Project) acquired by Auroch is greater than the implicit value of the shares in Auroch being offered as consideration. Accordingly, we have sought to determine a theoretical value that could reasonably be placed on Auroch shares for the purposes of this report.
5.1.3 The valuation methodologies we have considered in determining a theoretical value of a Auroch share are:
Capitalised maintainable earnings/discounted cash flow;
Takeover bid - the price at which an alternative acquirer might be willing to offer;
Adjusted net asset backing and windup value; and
The market price of Auroch shares trading on ASX.
5.2 Capitalised maintainable earnings and discounted cash flows.
5.2.1 Due to Auroch’s current operations, a lack of profit history arising from business undertakings and the lack of a reliable future cash flow from a current business activity, we have considered these methods of valuation not to be relevant for the purpose of this report.
5.3 Takeover Bid
5.3.1 It is possible that a potential bidder for Auroch could purchase all or part of the existing shares, however no certainty can be attached to this occurrence. To our knowledge, there are no current bids in the market place and the directors of Auroch have formed the view that there is unlikely to be any takeover bids made for Auroch in the immediate future. We concur with this view in the absence of any evidence however on Completion of the Acquisition of Mistral and Explorator (that has occurred) and after issuing the Second Tranche Consideration Shares, Pan African will control an initial approximate 43.03% of the expanded fully paid ordinary issued capital of Auroch if all of the Consideration Shares are

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issued to Pan African (20,900,000 First Tranche Consideration Shares were issued in January 2013 and 4,100,000 Second Tranche Consideration Shares are to be issued following shareholder approval in early 2013) and prior to any issue of Deferred Consideration Shares (ordinary shares) in Auroch and the paying up of the 21,800,000 partly paid shares. The 20,900,000 First Tranche Consideration Shares were issued in January 2013 now that the Capital Raising of $3,047,754 has been raised. Pan African currently owns approximately 38.07% of the fully paid shares on issue.

5.4 Adjusted Net Asset Backing

5.4.1 We set out below an unaudited consolidated statement of financial position (balance sheet) of Auroch as at 31 October 2012; along with a pro-forma consolidated statement of financial position assuming the following:
The issue of 10,092,514 fully paid shares at 30 cents each to raise a gross $3,027,754, the issue of 2,000,000 partly paid shares to raise a gross $20,000;
The acquisition of Mistral and Explorator by way of an issue of all of the 25,000,000 Consideration Shares (20,900,000 First Tranche Consideration Shares were issued in January 2013 and the 4,100,000 Second Tranche Consideration Shares are expected to be issued in March 2013) at a market based issue share price of 30 cents (deemed market value $7,500,000) but deferring the payment of the $2,000,000 Cash Consideration as a non current liability;
Allowing for further administration and exploration costs expensed for the period 1 November 2012 to 14 January 2013 estimated at $250,000;
Allowing for the repayment of trade creditors of approximately $160,000;
The payment of an estimated $353,336 indirect costs relating to the Acquisition, preparation of the Notice and capital raising costs and which have all been debited against share equity; and
The AUS/US exchange rate of 1 for 1.

Current Assets Cash Receivables/prepayments Non Current Assets Plant and equipment Capitalised exploration costs Total Assets Current Liabilities Trade and other payables Employee entitlements Total Current Liabilities Non Current Liabilities Deferred Cash Consideration Total liabilities Net Assets Equity Issued capital Reserves Accumulated losses Net Equity	Auroch (as adjusted) 31 October 2012 $000’s Auroch Consolidated Pro-forma 31 October 2012 $000’s 3,011 5,295 86 86
	3,097 5,381
	- - 318 9,818
	318 9,818
	3,415 15,199
	160 - - -
	160 -
	- 2,000
	160 2,000
	3,255 13,199
	4,455 14,649 - - (1,200) (1,450) 3,255 13,199

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5.4.2 The unaudited book net tangible asset backing per fully paid ordinary share as at 31 October 2012 equates to approximately 14.15 cents (23,000,001 ordinary fully paid shares on issue at that date) and approximately 16.39 cents on a fully diluted basis that assumes that the then 19,800,000 partly paid shares are paid up to make them fully paid shares$3,762,000 cash paid. The above pro-forma consolidated statement of financial position of Auroch has been prepared on the basis that the Acquisition of Mistral and Explorator was not considered a business combination for accounting purposes under the accounting standard AASB-3R “Business Combinations” and is not prepared using reverse acquisition principles. Based on the book values, this equates to a book value per fully paid ordinary share post the Acquisition (58,092,515 fully paid ordinary shares on issue) of approximately 22.72 cents (ignoring the value, if any, of non-booked tax benefits and losses subsequent to 14 January 2013).
5.4.3 We have accepted the amounts for all current assets and non current assets. We have been assured by the management of Auroch that they believe the carrying value of all current assets, fixed assets and liabilities at 31 October 2012 (as adjusted as noted above) are fair and not materially misstated.
5.4.4 We note that the market has been informed of all of the current projects, joint ventures and farm in/farm out arrangements entered into between Auroch and other parties. We also note it is not the present intention of the directors of Auroch to liquidate the Company and therefore any theoretical value based upon wind up value or even net book value (as adjusted), is just that, theoretical. The shareholders, existing and future, must acquire shares in Auroch based on the market perceptions of what the market considers an Auroch share to be worth.

The market has either generally valued the vast majority of mineral exploration companies at significant discounts or premiums to appraised technical values and this has been the case for a number of years although we also note that there is an orderly market for Auroch shares and the market is kept fully informed of the activities of the Company. It is noted that under IFRS, the value ascribed to the shares to be issued to vendors would be accounted for at the market value (as noted on ASX) of a company share at date of issue. It is noted that the cash reserves of Auroch although moderate are not high taking into account its exploration and administration commitments and over time, in the absence of further capital raisings, the Company would run out of cash reserves.

For accounting purposes under IFRS, the initial consideration (in the form of a total of 25,000,000 Consideration Shares and the deferred $2,000,000 Consideration Cash Payment to acquire 100% of Mistral and Explorator) will be booked at the agreed acquisition price of $2,000,000 Consideration Cash Payment (deferred for payment until 18 months after Completion and now payable on 14 July 2014) and $7,500,000 for the Consideration Shares (deemed value of 30 cents per fully paid share being the same issue price of the fully paid Capital Raising Shares issued in January 2013) and not the fair value of Mistral and Explorator (in effect mainly the fair value of the Mozambique Mineral Assets). Completion of the Acquisition was subject to the raising of a minimum of $3,000,000 (was formerly a minimum if $5,000,000) at a minimum issue price of 30 cents per share and thus it may be reasonable to allocate the actual Capital Raising fully paid issue price of 30 cents to the initial Consideration Shares. Accordingly, for the reasons outlined above, we believe that for the purpose of this report, it is not appropriate to use any technical value of an Auroch share in assessing whether the proposal to acquire Mistral and Explorator is fair and reasonable. Refer paragraph 5.5 below for past market share prices of Auroch shares traded on ASX.

Normally a pre-announcement market-based approach is a more suitable basis of assessing whether the proposed Acquisition is fair and/or reasonable but in this case the initial Acquisition cost has been fixed at $9,500,000 plus any ascribed value to the potential issue of four classes of Deferred Consideration Shares (ordinary shares) (and potential cash payable). Since 1 September 2011 (the date the Company’s fully paid shares commenced trading on the ASX and to 17 September 2012, the shares in Auroch (then called Terranova) traded on ASX at between 21.0 cents and 40.0 cents (on 29 August 2012, post the announcement of the proposed Acquisition) with a last sale on 17

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September 2012 of 35.5 cents (see table under paragraph 5.5.1). The last sale on 1 November 2012 was 41 cents (suspended from trading until Completion of the Acquisition).

5.5 Market Price of Auroch Fully Paid Ordinary Shares
5.5.1 We set out below a summary of the fully paid share prices of Auroch since 1 September 2011 to the date immediately prior to the announcement of the details of the consideration to acquire all of the shares in Explorator) being 28 August 2012.

	High Cents	Low Cents	Last Sale Cents	Volume Trade (000’s)
September 2011	27.0	22.5	25.0	377
October 2011	28.0	25.0	28.0	93
November 2011	28.0	25.0	28.0	430
December 2011	30.0	26.0	26.0	85
January2012	27.0	25.0	26.0	278
February2012	32.0	27.0	30.0	561
March 2012	31.0	29.5	30.0	471
April 2012	31.0	29.0	29.0	458
May2012	29.0	24.0	24.0	354
June2012	26.0	21.0	24.0	526
July2012	29.0	24.0	29.0	342
August (to28th)	29.0	27.0	29.0	584

The share price post the initial announcement has been as follows.

	High Cents	Low Cents	Last Sale Cents	Volume Trade (000’s)
September 2012	36.0	33.0	36.0	761
October 2012	36.5	32.0	36.5	291
November 2012 (to 1st)	41.0	39.0	41.0	55

On 2 November 2012, the shares in Auroch were suspended from trading on ASX pending shareholder approval of a change in the nature and scale of activities that was approved by shareholders in November 2012. Since being requoted on 14 January 2013, the shares in Auroch trading on ASX have traded between 29 cents and 30 cents.

5.5.2 Generally, the market is a fair indicator of what a share is worth, however the theoretical technical value based on the underlying value of assets and liabilities may be lower or higher. In the case of Auroch, current cash liquidity is reasonable however the Company will eventually need to undertake a capital raising of some significance. The Company as part of recapitalising so it could acquire Mistral and Explorator has now raised $3,027,754 at an issue price of 30 cents each (10,092,514 fully paid Capital Raising Shares issued in January 2013) and also raised $20,000 from the issue of 2,000,000 partly paid shares in January 2013. As noted above the pre announcement value of an Auroch share has over the few months to 28 August 2012 been around 30 cents. The market in general terms has retreated since early May 2012 and the share price of an Auroch share has also drifted downwards to trade below 30 cents as noted above (before the announcement of the Acquisition).

It is noted that over the past several years, the vast majority of mineral exploration companies listed on the ASX are trading at significant discounts or premiums to appraised technical values and in some cases have traded at a discount to cash asset backing. In the case of Terranova, the monthly volume of trades on the ASX is not that high but probably large enough to argue that an orderly market exists for the Company’s shares.

The “market” arguably is fully informed of the Company’s activities. It is our opinion, that in the absence of the deemed value for the Consideration Shares (to be $7,500,000) it would

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have been appropriate to use a range of recent pre-announcement trading market values as fair values to attribute to the Consideration Shares to be issued to Pan African.

5.5.3 The future value of an Auroch share will depend upon, inter alia:
The successful exploitation of the current mineral assets of the Company and/or the Mozambique Mineral Assets acquired via the Acquisition;
The state of the gold and base metal markets (and prices) in Australia and overseas;
• The cash position of the Company;
The state of Australian and overseas stock markets;
The potential risk of operating outside Australia;
Foreign exchange rates;
Membership and control of the Board and the quality of management;
General economic conditions; and
Liquidity of shares in Auroch.
5.6 Conclusion as to fair value of an Auroch Share
5.6.1 We consider the fair value of an Auroch share for the purposes of this report to mainly lies in the range of 24.0 cents and 31.0 cents in the absence of the Acquisition. For the purposes of this report however, we consider it appropriate to ascribe the Capital Raising issue price of 30 cents to the Consideration Shares (that is the same as the deemed issue price as noted in the SPA).

6. Value of Consideration

6.1 Based on the Capital Raising share price the initial Consideration (assumes the deferral of the Consideration Cash payment as noted below) would be:

Consideration Cash Payment Consideration Shares Deferred Consideration Shares Performance Cash Share price assumed to be		$ 2,000,000 7,500,000 nil nil
		9,500,000 30.0 cents

The above $2,000,000 Consideration Cash Payment is not due for payment to Pan African until 18 months after Completion (now due 14 July 2014) and we have not discounted the $2,000,000 for the time value of money. The Company may need to seek further working capital by way of new share equity to pay for the Consideration Cash Payment on 14 July 2014.

No Deferred Consideration Shares (ordinary shares in the Company) were issued at Completion and the various classes of Deferred Acquisition Shares (ordinary shares) will only be issued on meeting the various Milestones noted in paragraph 1.2 above.

As discussed, the number of Consideration Shares to be issued will be at the same price that Auroch is to issue shares under the $3,027,754 Capital Raising (for fully paid shares) completed in January 2013 (and was one of the conditions that was required to be finalised to complete the Acquisition). At 30 cents (the actual issue price under the Capital Raising), the value attributed to the 25,000,000 Consideration Shares is $7,500,000. Based on a share price of 41 cents (the high share price of a share in Auroch trading on ASX after the announcement on 29 August 2012), the Initial Share Consideration would equate to $10,250,000 plus a commitment to pay the $2,000,000 Consideration cash Payment to Pan African 18 months after Completion. As noted above, subject to cash outlays in the 18 months period, Auroch may need to raise additional working capital to meet the payment of the Deferred Cash Consideration of $2,000,000.

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6.2 It is unknown whether a JORC compliant resource over the established 90,000 ounces of inferred gold is capable of being established in relation to the Mozambique Mining Assets (Manica Gold Project), let alone one of the substantial targets prescribed by the Milestones 1 and 2. Any estimate as to the potential endowment of the Mozambique Mining Assets is highly speculative. It is always difficult to assess the fair value of deferred shares as there is to some extent some guess work or estimate as to whether the performance conditions attached to the Deferred Consideration Shares (ordinary shares when and if issued) will be met and the time taken before they are met. In addition, at the time of a Milestone condition being achieved, the share price of a company’s share may be different (higher or lower) than the price of an ordinary underlying share at the date of Completion of the Acquisition. They are contingent ordinary shares and they will only be issued on the relevant Milestones being met. Accordingly, as it is not possible to ascertain at this stage whether the Milestones noted above will be met we have ascribed nil values to the potential to issue Class 1 to 4 Deferred Consideration Shares (ordinary shares) and have ignored the potential payment of up to $4,000,000 in cash (or up to $13,460,000 cash and the issue of up to 40,133,334 Deferred Consideration Shares (3 and 4) (40,133,334 fully paid ordinary shares).
6.3 If we ascribed 30 cents each to the potential to issue Deferred Consideration Shares (ordinary shares), the deemed potential consideration would become $35,000,000 made up of:

Consideration as above Deferred Consideration 1 Cash Class 1 Deferred Consideration Shares Deferred Consideration 2 Cash Class 2 Deferred Consideration Shares Deferred Consideration 3 Cash Class 3 Deferred Consideration Shares Deferred Consideration 4 Cash Class 4 Deferred Consideration Shares Total Deemed Consideration $	9,500,000 ($2,000,000 deferred) 1,000,000 6,020,000 1,000,000 6,020,000 1,000,000 7,310,000 (or payment of $7,310,000) 1,000,000 2,150,000 (or payment of $2,150,000) 35,000,000

If the last sale price of an Auroch share traded on ASX on 1 November 2012 was substituted, the potential Deemed Consideration may approximate $45,633,334.

If the Milestones are met, the value of the Class 1 to 4 Deferred Shares (ordinary shares) at the date of issue (Class 3 and 4 may be settled in cash of $7,310,000 and $2,150,000 respectively) may be substantially greater than the value of an ordinary share in Auroch as trading on ASX in April to 27 August 2012 (21 cents to 31 cents) and the 1 November 2012 share price of 41.0 cents. However, it would also be expected that the value of the Manica Gold Project would substantially increase as JORC reserves are proved up and would be far higher than the value attributable to the Manica Gold Project by SRK as noted in paragraph 7.6 below.

7. Basis of Valuation of Mistral and Explorator (and interests in the Mozambique Mineral Assets)

7.1 The usual approach to the valuation of an asset is to seek to determine what an informed, willing but not anxious buyer would pay to an informed, willing but not anxious seller in an open market.
7.2 Explorator is unlisted and was 100% owned directly or indirectly by Pan African a listed public company and therefore valuing the shares on a takeover basis and on a market based approach are not that relevant. There are no indications that other parties wished to acquire all of the shares in Explorator (and Mistral) other than Auroch. As noted above Completion of the Acquisition was in January 2013.

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7.3 The Company had commissioned SRK (Authors of the SRK Valuation Report were Anthony Stepcich and Trivindren Naidoo and peer supervised by Chris Woodfull) to prepare a valuation report of the Mozambique Mineral Assets owned by Explorator. The SRK Valuation Report of 18 June 2012 was updated in early December 2012 and this updated December 2012 SRK Valuation Report should be read in its entirety and a full copy of the December 2012 SRK Valuation Report is attached as an Appendix to the New Notice and New EMS. The December 2012 SRK Valuation Report ascribes a range of values to the Mozambique Mineral Assets and for the purposes of our report we have used the low, high and mid range valuations referred to in the December 2012 SRK Valuation Report.
7.4 As the only significant asset of Explorator is its interest in the Mozambique Mineral Assets the most suitable methodology is to value the shares in Explorator on an asset backing basis using fair values for the Mozambique Mineral Assets. It is assumed that Mistral’s only asset is its 98% shareholding in Explorator.
7.5 We have used and relied on the December 2012 SRK Valuation Report on the Mozambique Mineral Assets and have satisfied ourselves that:
SRK is a suitably qualified geological consulting firm and has relevant experience in assessing the merits of mineral projects and preparing mineral asset valuations (also the authors and peer supervisor of the report are suitably qualified and experienced);
SRK is independent from Auroch and Pan African; and
SRK has employed sound and recognised methodologies in the preparation of the December 2012 SRK Valuation Report on the Mozambique Mineral Assets.
7.6 SRK has provided a range of market values of the interests in the Mozambique Mineral Assets. SRK has ascribed a range of values to the Mozambique Mineral Assets of Explorator as follows:

Mozambique Mineral Assets	Low US$ 51,100,000 51,100,000	Preferred US$ 62,400,000 62,400,000	High US$ 73,800,000
			73,800,000

The above values are in US dollars and for the purposes of this report we have assumed a AUS/US exchange rate of AUS$1=US$1 notwithstanding that AUS$1 on 24 January 2013 approximates US$1.052. The original RSK Valuation Report noted valuations between US$45,100,000 and US$65,100,000 with a preferred valuation of US$55,200,000.

7.7 The unaudited consolidated statement of financial positions of Mistral and Explorator has not been summarised. The SPA states that at the date of acquisition of Mistral and Explorator, such companies will have no material current and non-current assets or liabilities other than Explorator having a 100% interest in the Manica Gold project (the Mozambique Mining Assets) (at a cost per 30 June 2012 unaudited accounts of $597,934).

Using the fair values of the Mozambique Mineral Assets ascribed by SRK in US dollars (being $51,100,000 to $73,800,000 with a preferred fair value of $62,400,000), the net fair value of Explorator is expected to lie in the range of $51,100,000 and $73,800,000 with a preferred fair value of $62,400,000. The AUS/US dollar exchange at 24 January 2013 AUS$1=US$1.052 but as it can fluctuate quite quickly we have used a 1 for 1 exchange rate.

7.8 Completion of the Acquisition was conditional on, inter-alia all necessary due diligence being undertaken on the ownership and asset interests of Mistral and Explorator. The due diligence was completed by Auroch. We advise that we have not undertaken any further steps to ascertain original ownership of Mistral and Explorator and its assets and liabilities and the Mozambique Mineral Assets. As discussed, it is assumed that the only asset of Explorator will be the Manica Gold Project (the Mozambique Mining Assets). The Acquisition was completed in January 2013 notwithstanding that the 4,100,000 Second tranche Shares have yet to be issued to Pan African.

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8. Conclusion as to Fairness

8.1 The original proposal to acquire the shares in Mistral and Explorator (that owns the Mozambique Mineral Assets) for the considerations noted in paragraphs 1.2 and 6.1 is believed fair to Auroch’s non-associated shareholders if the value of the considerations offered is equal to or less than the value of the shares in Mistral and Explorator being acquired. It is assumed that Mistral’s only asset is its 98% shareholding in Explorator.
8.2 Due to the nature of the business of Explorator, valuations are dependent upon the value placed on the mineral interests (Mozambique Mineral Assets) of Explorator. The valuation of mineral interests and valuing future profitability and cash flows is extremely subjective as it involves assumptions regarding future events that are not capable of independent substantiation.
8.3 We have examined below the values attributable to the shares proposed to be issued and the value of the consideration offered by Auroch to Pan African.

Assessed value of Explorator based on independent valuation of Mozambique Mineral Assets (rounded) Value of the initial consideration payable by Terranova as per paragraph 6.1	Low $ Preferred $ 51,100,000 62,400,000	Low $ Preferred $ 51,100,000 62,400,000	Low $ Preferred $ 51,100,000 62,400,000	High $ 73,800,000
		9,500,000	9,500,000	35,000,000

The actual consideration to Pan African and the MGE is the 25,000,000 Consideration Shares and the $2,000,000 Consideration Cash Payment (that is not required to be paid until 18 months after Completion and is thus now payable on 14 July 2014). The Company has the potential to issue Class 1 to 4 Deferred Consideration Shares (ordinary shares) (and potential payment of further cash on meeting certain Milestones as noted in paragraph 1.3 above). If we ascribed 30 cents to each of the potential Class 1 to 4 Deferred Consideration Shares, the deemed consideration compared with the value of Explorator would be as follows:

Assessed value of Explorator based on independent valuation of Mozambique Mineral Assets (rounded) Value of the considerations payable by Terranova as per paragraph 6.3		Low $ Preferred $ 51,100,000 62,400,000	Low $ Preferred $ 51,100,000 62,400,000	High $ 73,800,000
		35,000,000	35,000,000	35,000,000

If we used the last sale price of an Auroch Share traded on ASX on 1 November 2012, the potential deemed consideration payable may total $45,633,334.

8.4 The proposed Acquisition (in effect acquiring an interest in the Mozambique Mineral Assets) by way of the issue of Consideration Shares, the payment of the Consideration Cash Payment (in 18 months from Completion and thus now payable on 14 July 2014) and the potential issue of the Class 1 to 4 Deferred Consideration Shares (ordinary shares) (and the contingent cash payments) as outlined in paragraph 1.2 above are considered on balance to be fair at the date of this report. Thus, the issue of the 4,100,000 Second Tranche Consideration Shares as outlined in resolution 1 of the New Notice and the New EMS is fair to the shareholders of Auroch not associated with Pan African at the date of this report.

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8.5 As noted above, the shares in the Company have traded post the 29 August 2012 announcement at between 34 cents and 41 cents (closing sale price on 1 November 2012 at 41.0 cents). Post the Acquisition, the shares in Auroch have traded on ASX at between 29 cents and 30 cents.

9. Reasonableness of the Acquisition and proposals under Resolution 1

9.1 We set out below some of the advantages and disadvantages and other factors pertaining to the Acquisition (that has been completed). It is noted that the Acquisition has been completed but we note the advantages and disadvantages as we noted in our original October 2012 experts report for completeness but noting where applicable that the Acquisition has been completed.

Advantages

9.2 The Company further increases its exposure outside Australia to exposure to Mozambique gold assets and spreads the risk in case the existing mineral assets owned by the Auroch Group are not commercially successful. The Acquisition (that has now been completed) could lead to potential gold operations or the ability for Auroch to on-sell or farm-out the Mozambique Mineral Assets to another mining company at a profit.
9.3 The Company may be able to raise further funds by way of share equity as a result of acquiring the Mozambique Mineral Assets (via acquiring all of the shares in Explorator). The Company on the strength of the then proposed Acquisition (now completed) has raised a gross $3,027,754 at 30 cents per share (and $20,000 from the issue of 2,000,000 partly paid shares).
9.4 The new board members bring further technical and business experience. Further details on the new directors were announced to the market on 29 August 2012.
9.5 There is an incentive to the new management and Pan African to make Auroch a viable mineral exploration and potential development company as Pan African will have a significant fully paid ordinary share interest in Auroch of an initial approximate 43.03% and could be as high as approximately 63.78% of the ordinary shares on issue if 71,666,668 ordinary shares are issued to Pan African on issue of the Class 1 to 4 Deferred Shares (ordinary shares) to be issued to Pan African (and all partly paid shares are fully paid up) (approximate voting power of 73.87% if the partly paid shares were not paid up). As noted above, Pan African has the right to nominate third parties to receive some of the Deferred Shares.
9.6 Diversification into a number of mineral areas in Mozambique by acquiring Mistral and Explorator (that has been completed) may reduce the risk (but at the same time Terranova is taking on commitments).
9.7 The chances of the 21,800,000 partly paid shares that are on issue being paid when called up may be enhanced as the uncalled capital is 19 cents per partly paid share. The payment of the uncalled capital would raise $4,142,000.

Disadvantages

9.8 The number of fully paid ordinary shares on issue initially rose from 23,000,001 before the announcement of the Acquisition to 58,092,515 and up to 129,759,183 if all Class 1 to 4 Deferred Shares (ordinary shares) are issued (the Milestones need to be met) (assumes only the minimal Capital Raising that was 10,092,514 fully paid shares at 30 cents each and 2,000,000 partly paid shares). There are also 21,800,000 existing partly paid shares on issue that could be paid up to fully paid ordinary shares by the payment to the Company of $4,142,000. The fully paid shareholders interest as at 31 December 2012 (before the issue of the 10,092,514 fully paid Capital Raising Shares in January 2013) in the expanded Auroch following the completion of the Acquisition (that has been completed) reduces from 100% (pre Acquisition) to approximately 39.59% (excludes the partly paid shareholders) and may ultimately reduce to approximately 28.81% if all partly paid shares are paid up in

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full (these percentages are after completion of the Capital Raising of $3,047,754 that has been completed in January 2013 and following completion of the issue of the 20,900,000 First Tranche Consideration Shares also issued in January 2013) (may reduce to approximately 17.72% if the Deferred Consideration Shares (ordinary shares) are also issued to Pan African. However, the Company has acquired Mistral and Explorator with an opportunity for the Mozambique Mineral Assets to be commercialised with gold production (but this cannot be guaranteed).

9.9 Prior to 14 January 2013, Pan African owned no shares in the Company (although the 20,900,000 First Tranche Consideration Shares were issued in January 2013) and if resolution 1 is passed, Pan African could obtain a fully paid shareholding interest of approximately 43.03% (voting power approximately 42.24%) (and approximately 31.29% including the partly paid shares being fully paid up) on the basis of the Capital Raising of $3,047,754 that was completed in January 2013). Potentially, Auroch could become a legal subsidiary of Pan African and own up to 74.50% of the fully paid shares on issue if all Deferred Consideration Shares are issued to Pan African and there are no other share issues (and 73.87% of the voting power and approximately 63.78% if all partly paid shares are fully paid up). However this potential significant interest can also lead to an “overhang” in the market. Pan African is arguably paying a premium for control in that it is receiving consideration of an initial $9,500,000 (of which $6,270,000 has been received by way of the issue of the Tranche 1 Consideration Shares issued on Completion of the Acquisition) (and may be $35,000,000 if the Deferred Consideration Shares were valued at 30 cents each) but is giving up Mozambique Mineral assets deemed to be currently valued at between $51,100,000 and $73,800,000 (preferred value $62,400,000) per the December 2012 SRK Valuation Report.
9.10 Auroch pursuant to the Letter Agreement has deferred the original Cash Consideration until 18 months after Completion and thus is now due for payment on 14 July 2013. In the event that the individual Milestones are met, Auroch will also need to pay cash of $1,000,000 per Milestone and if it elects to pay cash instead of issuing the Class 3 and 4 Deferred Shares (ordinary shares), further cash payments would be required of $7,310,000 (BFS Milestone met) and $2,150,000 (Capacity Milestone met). Auroch may need to raise further significant working capital (over the $3,047,754 raised from the Capital Raising and partly paid share issue noted above) to spend on exploration, evaluation and possible development of the Mozambique Mineral Assets and meet potential cash payments noted above. The number of shares that may be issued to raise additional capital cannot be ascertained however any future capital raisings will further dilute the current non associated shareholders interests in Auroch. The ability to raise further capital to meet contingent payments cannot be assured.
9.11 In general terms, investments in companies with mineral assets in Africa and surrounds are medium to high risk (including political, tax, foreign exchange and environmental risks) and for those shareholders who consider that the Acquisition (acquisition of Mistral and Explorator) from Pan African is a risk worth taking, then the Acquisition may be reasonable. As noted, the Acquisition has now been completed.
9.12 The Mozambique Mineral Assets may not turn out to be commercially viable and thus losses may be incurred.

Other Factors

9.13 There are annual exploration commitments in relation to the Mozambique Mineral Assets. Auroch may not have enough funds to meet ongoing commitments and some tenements may need to be sold or farmed out (although this is unlikely in the short term in view of the Capital Raising of $3,047,754 recently completed). However, as noted above, Auroch will need to pay the $2,000,000 Cash Consideration Payment in 18 months from Completion (payable 14 July 2014).
9.14 It is noted that for accounting purposes in the books of Auroch, the Consideration Shares (both the First Tranche Consideration Shares and the Second Tranche Consideration Shares the subject of resolution 1 may be booked at $7,500,000 at the date the

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Consideration Shares are issued to Pan African but based on the post announcement of the Acquisition high price of 41 cents, the value would be $10,250,000 and the initial Acquisition cost may be $12,250,000 (notwithstanding that $2,000,000 is not payable until 18 months after Completion). However, it has been ascertained that on Completion on 14 January 2013, the fair value of an Auroch share was 30 cents. Auroch is the legal parent entity (but interposed will be a wholly owned subsidiary of Auroch, AMM). The ultimate future fair value of an investment in Mistral and Explorator is at this stage unknown and write downs in the investment may be required at a later stage (particularly if commercial success from the Mozambique Mineral Assets is not forthcoming).

9.15 SRK has ascribed a range of values to the Mozambique Mineral Assets owned by Explorator that is higher than the considerations payable by Pan African.
9.16 The value of the ordinary fully paid share at the dates of any issue of the Deferred Consideration Shares (ordinary shares) in Auroch may be higher than the assumed 30 cents per share as noted in the SPA. However, if the individual Milestones are met, it would be expected that the overall value of the Manica Gold Project would have increased from the assessed fair value range as noted in the December 2012 SRK Valuation Report and as noted in paragraph 7.6 above.

Specific factors on the reasonableness of the proposal under Resolution 1

9.17 If Resolution 1 is not approved by the shareholders, and subsequently the Second Tranche Consideration Shares are not issued to Pan African (and possibly the Deferred Consideration Shares), then it will likely lead to a dispute with, and/or have a negative effect on the relationship with Pan African who is the largest shareholder of the Company and currently holds approximately 38% of the issued capital of the Company.
9.18 The Company’s shareholders (excluding Pan African) will have their voting power reduced. As such, the ability to influence decisions, including the composition of the Board or the acquisition or disposal of assets will be reduced accordingly.
9.19 Pan African, which is already the largest shareholder of the Company will have its shareholding increased. In thus scenario, Pan African may have the ability to significantly influence or control the Company.

10. Conclusion as to Reasonableness

10.1 After taking into account the factors referred to in 9 above (where in our opinion the advantages outweigh the disadvantages) and elsewhere in this report, we are of the opinion that the Acquisition as noted in paragraph 1.2 (that has been completed) was considered, on balance, to be reasonable to the non-associated shareholders of Terranova .

Thus the issue of the 4,100,000 Second Tranche Consideration Shares (part of 25,000,000 Consideration Shares and the potential to issue up to 71,666,668 ordinary shares) to Pan African as part of the Consideration as outlined in resolution 1 to the New Notice is considered reasonable as at the date of this report.

11. Sources of Information

11.1 In making our assessment as to whether the issue of the 4,100,000 Second Tranche Consideration Shares (and potential issue of the Deferred Consideration Shares) as outlined in resolution 1 in the Notice are fair and reasonable, we have reviewed relevant published available information and other unpublished information of the Company, the Mozambique Mineral Assets and Explorator that is relevant to the current circumstances. In addition, we have held discussions with the management of Auroch about the present and future operations of the Company. Statements and opinions contained in this report are given in good faith but in the preparation of this report, we have relied in part on information provided by the directors and management of Auroch.

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11.2 Information we have received includes, but is not limited to:

Draft Notices’ of Auroch and draft EM to Shareholders prepared to 17 September 2012 and the updated Draft New Notice and New EM prepared to 24 January 2013;
Discussions with management and directors of Auroch;
Details of historical market trading of Auroch ordinary fully paid shares recorded by ASX for the period 1 September 2011 to 17 September 2012 and then to 1 November 2012 and from 17 January 2013 to 24 January 2013;
Shareholding details of Auroch as supplied by the Company’s share registry as at 3
September 2012 and 11 January 2013;
Un-audited consolidated statement of financial position of Auroch as at 31 December
2011, 31 March 2012 and 31 October 2012;
Annual Report of Auroch for the period ended 30 June 2011 and the year ended 30 June 2012;
Announcements made by Auroch to the ASX from 1 September 2011 to 18 September
2012 and then to 24 January 2013;
The Share Sale and Purchase Agreement between Terranova (now called Auroch), AMM, Pan African and Mistral dated 28 August 2012 and the Letter Agreement of November 2012;
The Independent Valuation Report of SRK on the Mozambique Mineral Assets of 18 June 2012 and the amended December 2012 SRK Valuation Report;
The cash flow forecasts of Auroch for 2012/13;
The estimated annual minimum mineral expenditure commitments relating to the Mozambique Mining Assets; and
Web site information from Pan African as it pertains to the Mozambique Mining Assets.

11.3 Our report includes Appendices A and our Financial Services Guide attached to this report.

Yours faithfully

STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (Trading as Stantons International Securities)

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J P Van Dieren – FCA Director

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APPENDIX A

AUTHOR INDEPENDENCE AND INDEMNITY

This annexure forms part of and should be read in conjunction with the report of Stantons International Securities dated 25 January 2013, relating to the Acquisitions as outlined in paragraph 1.2 of the report and the proposal pursuant to resolution 1 in the New Notice and the New EMS proposed to be distributed to the Auroch shareholders in February 2013.

At the date of this report, Stantons International Securities does not have any interest in the outcome of the proposal as noted in resolution 1. There are no relationships with Auroch and Pan African other than acting as an independent expert for the purposes of this report. Before accepting the engagement Stantons International considered all independence issues and concluded that there were no independence issues in accepting the assignment to prepare the Independent Experts Report. There are no existing relationships between Stantons International Securities and the parties participating in the transaction detailed in this report which would affect our ability to provide an independent opinion. The fee to be received for the preparation of this report is based on the time spent at normal professional rates plus out of pocket expenses and is estimated at a maximum of $10,000. The fee is payable regardless of the outcome. With the exception of the fee, neither Stantons International Securities nor John P Van Dieren have received, nor will, or may they receive, any pecuniary or other benefits, whether directly or indirectly, for or in connection with the making of this report. As noted elsewhere, we prepared the original independent expert’s report of September 2012 that related to the proposed Acquisitions.

Stantons International Securities does not hold any securities in Auroch, Pan African, Mistral or Explorator. There are no pecuniary or other interests of Stantons International Securities that could be reasonably argued as affecting its ability to give an unbiased and independent opinion in relation to the proposal. Stantons International Securities and Mr J Van Dieren have consented to the inclusion of this report in the form and context in which it is included as an annexure to the Notice.

QUALIFICATIONS

We advise Stantons International Securities is the holder of an Australian Financial Services Licence (no 418019) under the Corporations Act 2001 relating to advice and reporting on mergers, takeovers and acquisitions that involve securities. The directors of Stantons International Audit and Consulting Pty Ltd are the directors of Stantons International Securities. Stantons International Securities has extensive experience in providing advice pertaining to mergers, acquisitions and strategic for both listed and unlisted companies and businesses.

Mr John P Van Dieren, FCA, the person responsible for the preparation of this report, has extensive experience in the preparation of valuations for companies and in advising corporations on takeovers generally and in particular on the valuation and financial aspects thereof, including the fairness and reasonableness of the consideration offered. The professionals employed in the research, analysis and evaluation leading to the formulation of opinions contained in this report, have qualifications and experience appropriate to the task they have performed.

DECLARATION

This report has been prepared at the request of the Directors of Auroch in order to assist them to assess the merits of the proposal to issue the 4,100,000 Second Tranche Consideration Shares as outlined in resolution 1 the New EMS to which this report relates. This report has been prepared for the benefit of Auroch’s shareholders and does not provide a general expression of Stantons International Securities opinion as to the longer term value of Auroch, Explorator, Mistral and their assets. Stantons International Securities does not imply, and it should not be construed, that is has carried out any form of audit on the accounting or other records of the Auroch Group or Mistral and Explorator (or any of the Pan African Group of companies). Neither the whole nor any part of this report, nor any reference thereto may be included in or with or attached to any document, circular, resolution, letter or statement, without the prior written consent of Stantons International Securities to the form and context in which it appears.

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DISCLAIMER

This report has been prepared by Stantons International Securities with due care and diligence. However, except for those responsibilities, which by law cannot be excluded, no responsibility arising in any way whatsoever for errors or omission (including responsibility to any person for negligence) is assumed by Stantons International Securities, Stantons International Audit and Consulting Pty Ltd, their directors, employees or consultants for the preparation of this report.

DECLARATION AND INDEMNITY

Recognising that Stantons International Securities may rely on information provided by Auroch and its officers (save whether it would not be reasonable to rely on the information having regard to Stantons International Securities experience and qualifications), Auroch has agreed:

(a) To make no claim by it or its officers against Stantons International Securities (and Stantons International Audit and Consulting Pty Ltd) to recover any loss or damage which Auroch may suffer as a result of reasonable reliance by Stantons International Securities on the information provided by Auroch; and
(b) To indemnify Stantons International Securities (and Stantons International Audit and Consulting Pty Ltd) against any claim arising (wholly or in part) from Auroch or any of its officers providing Stantons International Securities any false or misleading information or in the failure of Terranova or its officers in providing material information, except where the claim has arisen as a result of wilful misconduct or negligence by Stantons International Securities.

A draft of this report was presented to Auroch directors for a review of factual information contained in the report. Comments received relating to factual matters were taken into account, however the valuation methodologies and conclusions did not alter.

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FINANCIAL SERVICES GUIDE FOR STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (Trading as Stantons International Securities) Dated 25 January 2013

Stantons International Securities ABN 84 144 581 519 and Financial Services Licence 418019 (“SIS” or “we” or “us” or “ours” as appropriate) has been engaged to issue general financial product advice in the form of a report to be provided to you.

2. Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client a Financial Services Guide (“FSG”). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

who we are and how we can be contacted;
the services we are authorised to provide under our Australian Financial Services Licence, Licence No: 418019;
remuneration that we and/or our staff and any associated receive in connection with the general financial product advice;
any relevant associations or relationships we have; and
our complaints handling procedures and how you may access them.

3. Financial services we are licensed to provide

We hold an Australian Financial Services Licence which authorises us to provide financial product advice in relation to:

Securities (such as shares, options and notes)

We provide financial product advice by virtue of an engagement to issue a report in connection with a financial product of another person. Our report will include a description of the circumstances of our engagement and identify the person who has engaged us. You will not have engaged us directly but will be provided with a copy of the report as a retail client because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as a financial services licensee authorised to provide the financial product advice contained in the report.

4. General Financial Product Advice

In our report we provide general financial product advice, not personal financial product advice, because it has been prepared without taking into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. Where the advice relates to the acquisition or possible acquisition of a financial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product.

AUR6047A/ IER relating to acquiring Explorator January 2013

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5. Benefits that we may receive

We charge fees for providing reports. These fees will be agreed with, and paid by, the person who engages us to provide the report. Fees will be agreed on either a fixed fee or time cost basis.

Except for the fees referred to above, neither SIS, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

6. Remuneration or other benefits received by our employees

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report.

7. Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

8. Associations and relationships

SIS is ultimately a wholly division of Stantons International Audit and Consulting Pty Ltd a professional advisory and accounting practice. Stantons International Audit and Consulting Pty Ltd also trades as Stantons International that provides audit, corporate services, internal audit, probity, management consulting, accounting and IT audits.

From time to time, SIS and Stantons International Audit and Consulting Pty Ltd and/or their related entities may provide professional services, including audit, accounting and financial advisory services, to financial product issuers in the ordinary course of its business.

9. Complaints resolution

9.1 Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to:

The Complaints Officer Stantons International Securities Level 2 1 Walker Avenue WEST PERTH WA 6005

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaints within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

9.2 Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service Limited (“FOSL”). FOSL is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

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Further details about FOSL are available at the FOSL website www.fos.org.au or by contacting them directly via the details set out below.

Financial Ombudsman Service Limited PO Box 3 MELBOURNE VIC 8007

Toll Free: 1300 78 08 08 Facsimile: (03) 9613 6399

Contact details

You may contact us using the details set out above.

Telephone 08 9481 3188 Fax 08 9321 1204 Email [email protected]

AUR6047A/ IER relating to acquiring Explorator January 2013

AI assistant

ORE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2013

65504_rns_2013-02-26_7b816179-d17c-402a-b2ed-90978d38fc8b.pdf

AUROCH MINERALS NL

NOTICE OF GENERAL MEETING

AUROCH MINERALS NL ACN 148 966 545

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Approval of Issue of Second Tranche Consideration Shares for the Manica Gold Project

Voting Exclusion

2. Resolution 2 – Authority to Issue Plan Shares to a Director – Mr Dean Cunningham

Voting Exclusion

3. Resolution 3 – Ratification of Issue of Participant Shares

Voting Exclusion

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Proxies

2.2 Voting Prohibition by Proxy Holders

3. Summary of Transaction

3.1 Background

3.2 Manica Project

Gold Resource

Exploration Potential

Historical Data

Recent Activities

Mapping

Geophysical

Current Drilling

Competent Person Statement

3.3 Capital Raising and Use of Funds

3.4 Commercial Terms

( Deferred Consideration Shares )

( Deferred Consideration ).

3.5 Corporate Structure

3.6 Information on the Company, its Board and its existing Projects

3.7 Effect of the Acquisition on the Company

(c) Voting Power

(i) Ordinary Shares

(ii) Partly Paid Shares

(iii) Voting Power of Current Capital

(d) Pan African Voting Power

3.8 Advantages of Approving Resolution 1

3.9 Disadvantages of the Approving Resolution 2

3.10

Independent Expert's Report

3.11 Section 611 Corporations Act

3.12 Directors’ Recommendation

4. Resolution 1 – Approval of Issue of Second Tranche Consideration Shares for the Manica Gold Project

4.1 General

4.2 Information required by item 7 of section 611 of the Corporations Act and ASIC Regulatory Guide 74

(a) The identity of Pan African and any person who will have a relevant interest in the Second Tranche Consideration Shares to be allotted to Pan African

(b) Full particulars (including the number and percentage) of the shares in the Company to which Pan African will be entitled immediately before and after the acquisition

(c) The identity, associations (with the Company, Pan African or any of their associates) and qualifications of any person who is intended to become a director if Shareholders agree to the acquisition

(d) Pan African’s intentions regarding the future of the Company if Shareholders agree to the acquisition

(f) When the allotment of Shares to Pan African as part consideration under the Sale Agreement is to be made

(g) An explanation of the reasons for the proposed allotment of the Second Tranche Consideration Shares to Pan African

(h) The interests of the Directors in Resolution 1

(i) Identity of the Directors who approved or voted against the proposal to put Resolution 1 to Shareholders and the Explanatory Memorandum

(j) Any intention of Pan African to change significantly the financial or dividend policies of the Company

4.3 Specific Information Required by Listing Rule 10.13

5. Resolution 2 – Authority to issue Plan Shares to a Director – Mr Dean Cunningham

5.1 Background

5.2 Listing Rule 10.14

5.3 Specific information required under Listing Rule 10.15

6. Resolution 3 – Ratification of Issue of Participant Shares

6.1 Background

6.2 Summary of the terms of the Partly Paid Shares

6.3 Specific Information Required by Listing Rule 7.4

7. Definitions

Associated Body Corporate means:

Eligible Employees means:

Schedule 1 - Summary of Auroch Minerals NL Employee Share Plan

(a) Grant of Shares

(b) Eligible Employees

(c) Issue Price of Plan Shares

(d) Maximum Number of Plan Shares

(e) Term of Plan Shares

(f) Restrictions on transfer of Plan Shares

ORE RESOURCES LIMITED Proxy Solicitation & Information Statement 2013