ORE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2016

Jun 13, 2016

AUROCH MINERALS LTD

ACN 148 966 545

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at the Amberley Business Centre, 3/1060 Hay Street, West Perth WA 6005 on Thursday, 14 July 2016 at 10:00am (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 (08) 9486 4036.

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AUROCH MINERALS LTD

ACN 148 966 545

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Auroch Minerals Ltd ( Company ) will be held at the Amberley Business Centre 3/1060 Hay St, West Perth WA 6005 on Thursday, 14 July 2016 at 10:00am (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, 12 July 2016 at 5:00pm (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 7.

AGENDA

1. Resolution 1 – Ratification of issue of Initial Consideration Shares

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 7.4 and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 950,000 Shares ( Initial Consideration Shares ) to Kabunga Holdings as part of the consideration for the Acquisition on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Kabunga Holdings 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 – Approval to issue Consideration Securities

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 7.1 and for all other purposes, Shareholders approve and authorise the Directors to issue up to:

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• (a) 2,050,000 Shares ( Consideration Shares );

• (b) 3,000,000 Consideration Options each exercisable at $0.20 on or before 23 October 2018; and

• (c) 6,000,000 Shares ( Deferred Consideration Shares ),

(together the Consideration Securities ) to the Vendors or their nominees as part of the consideration for the Acquisition on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the issue of the Consideration Securities and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons.

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.

3. Resolution 3 – Ratification of Prior Issue of Shares

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 7.4 and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 3,335,000 Shares on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution that participated in the prior issue and any of their 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.

Dated 14 June 2016 BY ORDER OF THE BOARD

Matthew Foy Company Secretary

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AUROCH MINERALS LTD

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 Amberley Business Centre 3/1060 Hay St, West Perth WA 6005 on Thursday, 14 July 2016 at 10:00am (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.

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3. Summary of Acquisition

3.1 Background

The Company announced on 24 May 2016 that it had entered into a conditional agreement ( Acquisition Agreement ) to acquire an Australian company that, through a Tanzanian subsidiary, owns or has the right to a number of licences and applications which comprise the Hombolo Project ( Acquisition ).

The Company expects to be able to fund the Acquisition and field operations on the Hombolo Project from its existing working capital. The Company is well funded with A$9,246,040[1] in cash, marketable securities and receivables. As at 13 June 2016, the cash on hand totalling A$3,671,663.

Under the Terms of the Acquisition, the Company has agreed to pay cash and issue Shares and Options as consideration for the Acquisition (see section 3.4 for further details).

This Meeting has been called by the Board to seek the necessary approvals required to effect the Acquisition.

3.2 Hombolo Project – Tenure

The Hombolo Project is located approximately 40km north east of the Tanzanian capital Dodoma (see Figure 1). The Hombolo Project area is adjacent to the Liontown Resources Ltd (ASX:LTR) Mohanga Lithium-Tantalum Project where Liontown has recently announced grades up to 5.2% Li2O and 0.11% Ta in pegmatites that intrude the regional metamorphic basement rocks.

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

A complete list of all licenses and applications which comprise the Hombolo Project ( Hombolo Tenements ) is contained in Schedule 1.

1 Includes a receivable of USD$2.5 million from Xtract Resources PLC and assumes an XTR share price of £0.0014 per share, 1GBP equals 1.9317AUD and 1USD equals 1.3554AUD.

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==> picture [318 x 326] intentionally omitted <==

Figure 1. Location Map for the Hombolo Project in Tanzania

==> picture [452 x 293] intentionally omitted <==

Figure 2. Location Map of Licences within Hombolo Project in Tanzania in relation to historically documented Li occurrences and the Liontown Mahenge Li-Ta project

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3.3 Hombolo Project – Geology

Several historical occurrences of Li-Ta bearing pegmatites are recorded on the Hombolo Project. The underlying geology is a mixed sequence of high-grade metamorphic rocks intruded by several granites. Pegmatites are common throughout the area and represent a late stage intrusive rock related to the emplacement of the nearby granites. A strong structural grain is present in the metamorphic host rocks trending NW and this appears to control the emplacement of the pegmatitic dykes.

Locally, lithium can be found in two minerals that occur within the pegmatites; lepidolite [K(Li,Al,Rb)3(Al,Si)4O10(F,OH)2)] a lithium bearing mica and spodumene [LiAl(SiO3)2] a lithium bearing pyroxene.

Spodumene has several gem quality varieties and a small artisanal gemstone mine within the project has previously exploited this opportunity. Importantly the pits left by the gem miners allows direct sampling of the pegmatites and Company geologists have collected over 60 samples for initial whole rock assay which will document the levels of important elements such as: lithium, tantalum and potentially other rare earth elements. Results will be reported to the market when received from the laboratory.

The Company has commenced field operations with initial planned exploration activities to include trenching, mapping and sampling of the pegmatites and soil sampling.

==> picture [232 x 174] intentionally omitted <==

Figure 3. Photo of pegmatitic intrusives with abundant lepidolite (lilac micaceous mineral) intergrown

3.4 Acquisition Terms

The Company has entered into the Acquisition Agreement to acquire 100% ownership of Dodoma Resources Pty Ltd ( Dodoma Resources ) which through a Tanzanian subsidiary has the right to 100% of the Hombolo Tenements.

The key terms of the Acquisition Agreement are as follows:

• (a) The total consideration is as follows:

• (i) an initial non-refundable deposit of $75,000 which the Company has already paid;

• (ii) issue of the Initial Consideration Shares to Kabunga Holdings which the Company issued on 25 May 2016;

(iii) on Completion of the Acquisition ( Completion

  - (A) a further payment of $75,000; and

  - (B) issue of:

     - (1) 2,050,000 Shares; and

     - (2) 3,000,000 Consideration Options.

• (iv) following Completion, issue of the Deferred Consideration Shares as follows upon reaching the milestone dates below:

  • (A) 1,500,000 Shares 12 months after Completion;

  • (B) 2,000,000 Shares 24 months after Completion; and

  • (C) 2,500,000 Shares 36 months after Completion. It should be noted that the Company can elect not to proceed at any time following Completion, in which event the Hombolo Project can be returned to the Vendors and the Company is not required to issue any Deferred Consideration Shares as outlined above, other than those that have already vested as a result of time hurdles being met.

• (b) The Acquisition is conditional upon, and subject to, a number of conditions. These conditions have either been satisfied or substantially satisfied, with the exception of the following conditions which remain outstanding at the date of this Notice:

• (i) completion of commercial, financial, technical and legal due diligence on the Hombolo Project and Dodoma Resources and its subsidiaries, assets, undertakings and business operations to the reasonable satisfaction of the Company;

• (ii) Shareholder approval of the issue of the Consideration Shares and Consideration Options;

• (iii) the Company obtaining a Tanzanian legal opinion confirming the law and general practice regarding foreign companies holding PMLs in Tanzania;

• (iv) the grant of PLs 11054/2016 and 11055/2016 and all of the PMLs listed in Schedule 1 that have not already been granted;

• (v) there being no breach of the warranties given by the Vendors under the Acquisition Agreement; and

• (vi) the Company having paid annual licence fees, direct government fees and charges and other costs in relation to the Hombolo Tenements.

• (a) The Company will reimburse project costs in relation to the PMLs of US$120,000.

• (b) The Company has agreed to spend a total of $1,500,000 on exploration and mining activities on the Hombolo Tenements within 36 months from Completion. However the Company has the right to terminate the Acquisition Agreement at any time following Completion, upon which the Company will transfer the Hombolo Tenements back to the Vendors for $1 and no party will have any further obligations under the

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Acquisition Agreement (other than for payments relating to the Hombolo Tenements that are due at the date of withdrawal).

• (c) The main parties involved in the Acquisition have granted the Company a first right of refusal to acquire any licenses or interests in any licences (related to any minerals) applied for, offered to or granted to any of those parties or an entity controlled by any of those parties within the Dodoma Region in Tanzania within the period of 2 years from Completion.

• (d) The Company will pay the Vendor $500,000 upon granting of a permit to mine.

• (e) The Company has granted a 2% net smelter royalty on revenue received from mining operations on the Hombolo Tenements. The Company has the option to purchase half of this royalty for $500,000.

• (f)

The key Vendor may:

• (i) nominate one director to the Board of the Tanzanian subsidiary being acquired by the Company; and

• (ii) at any time following a decision being made by the Company to commence a bankable feasibility study, nominate one director to the board of the Company, provided the proposed nominee meets the suitability requirements under the Corporations Act, and the key Vendor retains more than 50% of the Shares to be issued to it under the Acquisition Agreement.

• (g) The Acquisition Agreement contains standard commercial warranties in relation to Dodoma Resources and the Hombolo Tenements that are usual for a transaction of this type.

Resolutions 1 and 2 seek Shareholder approval:

• (h) to ratify the issue of the Initial Consideration Shares; and

• (i) to issue the Consideration Securities.

Refer to Sections 4 and 5 for further details.

3.5 Effect of the Acquisition on the Company

Below is a table showing the Company’s current capital structure and the possible capital structure following completion of the Acquisition and issue of the Deferred Consideration Shares.

	Number of Shares	Number of Options
Balance at the date of this Notice	76,422,145(1)	24,453,772(2)
Balance following Completion of the Acquisition	78,472,145	27,453,772

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Balance following issue of Deferred Consideration Shares	84,472,145(3)	27,453,772

Note:

• (1) This figure includes the 950,000 Shares that have already been issued by the Company as part of the consideration for the Acquisition. Refer to Section 4 for further details.

• (2) Comprises:

• 3,875,000 Options each exercisable at $0.15 on or before 18 July 2016.

• 300,000 Options each exercisable at $0.10 on or before 17 March 2018.

• 1,000,000 Options each exercisable at $0.10 on or before 23 October 2018.

• 13,844,650 Options each exercisable at $0.20 on or before 23 October 2018.

• 5,434,122 Options each exercisable at $0.08 on or before 31 December 2018.

• (3) Assumes that all of the Deferred Consideration Shares are issued during the 36-month period following Completion.

4. Resolution 1 – Ratification of issue of Initial Consideration Shares

4.1 Background

On 25 April 2016, the Company issued 950,000 Shares as part of the consideration for the Acquisition. Refer to Section 3 for further details.

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

The Initial Consideration Shares were issued within the Company's 15% annual limit permitted under Listing Rule 7.1 without the need for Shareholder approval.

Listing Rule 7.4 provides that where a company in general meeting ratifies a previous issue of securities made pursuant to Listing Rule 7.1, providing that the previous issue did not breach Listing Rule 7.1, the issue of those securities will be deemed to have been with shareholder approval for the purpose of Listing Rule 7.1.

Resolution 1 seeks Shareholder approval for the ratification of the issue of the Initial Consideration Shares pursuant to Listing Rule 7.4.

The effect of Shareholders passing Resolution 1 will be to restore the Company's ability to issue securities within the 15% placement capacity under Listing Rule 7.1 during the next 12 months.

Resolution 1 is an ordinary Resolution.

4.2 Information required by Listing Rule 7.5

For the purposes of Listing Rule 7.5 information regarding the issue of the Initial Consideration Shares is provided as follows:

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• (a) The Company has issued 950,000 Shares.

• (b) The Initial Consideration Shares were issued for nil cash consideration as part of the consideration for the Acquisition. Accordingly, no funds were raised from the issue of the Initial Consideration Shares.

• (c) The Initial Consideration Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on Issue.

• (d) The Initial Consideration Shares were issued to Kabunga Holdings, who is not a related party of the Company.

• (e) A voting exclusion statement is included in the Notice.

5. Resolution 2 – Approval to issue Consideration Securities

5.1 Background

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Consideration Securities.

A summary of Listing Rule 7.1 is provided in Section 4.1.

Given the Consideration Securities to be issued under Resolution 2 will exceed the 15% threshold set out in Listing Rule 7.1 and none of the exceptions contained in Listing Rule 7.2 apply, Shareholder approval is required under Listing Rule 7.1.

Resolution 2 is an ordinary Resolution.

5.2 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3 information regarding the issue of the Consideration Securities is provided as follows:

• (a) The maximum number of securities to be issued pursuant to Resolution 2 is:

• (i) 8,050,000 Shares and;

• (ii) 3,000,000 Consideration Options.

• (b) The Consideration Securities will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). It is intended that all of the Consideration Shares and Consideration Options will be issued on the same date, being the date of Completion, and, subject to the Acquisition Agreement note being terminated by the Company prior to the issue of the Deferred Consideration Shares, the Deferred Consideration Shares will be issued on the dates specified in Section 3.4(a)(iv). Refer to Section 5.3 for further details.

• (c) The Consideration Securities are being issued for nil cash consideration as part of the consideration for the Acquisition. Accordingly, no funds will be raised from the issue of the Consideration Securities.

• (d) The Consideration Shares and the Deferred Consideration Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the

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Company's existing Shares on Issue. The Consideration Options are each exercisable at $0.20 on or before 23 October 2018 and otherwise have the terms and conditions in Schedule 2.

• (e) The Consideration Securities will be issued to the Vendors, none of whom are related parties of the Company.

• (f) A voting exclusion statement is included in the Notice.

5.3 Waiver from Listing Rule 7.3.2

Listing Rule 7.3.2 provides that, where shareholder approval is sought for the issue of securities pursuant to Listing Rule 7.1, the securities must be issued no later than 3 months after the date of the meeting at which shareholder approval was obtained.

Given the timing for the issue of the Deferred Consideration Shares to the Vendors under the Acquisition Agreement, the Company will not issue any of the Deferred Consideration Shares within one month of the Meeting. Accordingly, the Company has applied to ASX for a waiver from Listing Rule 7.3.2 to permit the Company to issue the Deferred Consideration Shares on dates that are later than one month after the Meeting. If ASX does not grant the Company this waiver, the Company’s 15% placement capacity under Listing Rule 7.1 will be reduced to the extent of the Deferred Consideration Shares for a period of 12 months from the date of execution of the Acquisition Agreement and following this period, the Company will be able to issue the Deferred Consideration Shares without Shareholder approval in reliance on Listing Rule 7.2, exception 13

The Company intends to issue the Deferred Consideration Shares on the dates specified in Section 3.4(a)(iv), subject to the Acquisition Agreement not being terminated by the Company prior to the issue of the Deferred Consideration Shares.

6. Resolution 3 – Ratification of prior issue of Shares

6.1 Background

On 23 October 2015 and 17 March 2016, the Company issued 1,675,000 Shares and 1,660,000 Shares respectively to former employees and contractors in satisfaction and settlement of remuneration and fees ( Settlement Shares ).

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

The Settlement Shares were issued within the Company's 15% annual limit permitted under Listing Rule 7.1 without the need for Shareholder approval.

Listing Rule 7.4 provides that where a company in general meeting ratifies a previous issue of securities made pursuant to Listing Rule 7.1, providing that the previous issue did not breach Listing Rule 7.1, the issue of those securities will be deemed to have been with shareholder approval for the purpose of Listing Rule 7.1.

Resolution 3 seeks Shareholder approval for the ratification of the issue of the Settlement Shares pursuant to Listing Rule 7.4.

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The effect of Shareholders passing Resolution 3 will be to restore the Company's ability to issue securities within the 15% placement capacity under Listing Rule 7.1 during the next 12 months.

Resolution 3 is an ordinary Resolution.

6.2 Information required by Listing Rule 7.5

For the purposes of Listing Rule 7.5 information regarding the issue of the Initial Consideration Shares is provided as follows:

• (a) The Company issued a total of 3,335,000 Shares.

• (b) The Settlement Shares were issued for nil cash consideration in satisfaction and settlement of remuneration and fees owed by the Company. Accordingly, no funds were raised from the issue of the Settlement Shares.

• (c) The Settlement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on Issue.

• (d) The Settlement Shares were issued to the following holders who are not related parties of the Company.

	Name
1	Mrs Anna Elizabeth Bishop
2	Trinol Super Pty Ltd
3	Tunks Geoconsulting Pty Ltd
4	GrantThomasPaterson
5	Endeavour Financial Limited(Cayman)
6	Gordon Stuart René KOLL
7	Latourelle Ltd
8	Gold Service Industries PTY Ltd
9	Francisco Domingos de Eusébio Matos
10	Jayson David Tolley

• (e) A voting exclusion statement is included in the Notice.

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7. Definitions

Acquisition has the meaning in Section 3.1.

Acquisition Agreement has the meaning in Section 3.1.

Acquisition Securities has the meaning in Section 3.4.

Article means an article of the Constitution.

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

Board means the board of Directors.

Chairman means the person appointed to chair the Meeting.

Company or means Auroch Minerals Ltd ACN 148 966 545.

Completion has the meaning in Section 3.4.

Consideration Option means an Option exercisable at $0.20 on or before 23 October 2018 and otherwise with the terms and conditions in Schedule 2.

Consideration Securities has the meaning in Resolution 2.

Consideration Shares has the meaning in Resolution 2.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Deferred Consideration Shares has the meaning in Resolution 2.

Director means a director of the Company.

Dodoma Resources has the meaning in Section 3.4.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Hombolo has the meaning in Section 3.4.

Hombolo Project is an area of prospective lithium tenements (including PLs, PLAs and PMLs) which comprises over 1,700 km[2] located approximately 40km north east of Dodoma in Tanzania, adjacent to the Liontown Resources Ltd Mohanga Lithium-Tantalum Project.

Hombolo Tenements has the meaning in Section 3.2.

Initial Consideration Shares has the meaning in Resolution 1.

Kabunga Holdings means Kabunga Holdings Pty Ltd as trustee for Kabunga Family Trust.

Listing Rules means the listing rules of ASX.

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

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Notice means this notice of meeting.

Option means an option which entitles the holder to subscribe for one Share.

PLs has the meaning in Section 3.2.

PLAs has the meaning in Section 3.2.

PMLs has the meaning in Section 3.2.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Settlement Shares has the meaning in Section 6.1.

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

Shareholder means a shareholder of the Company.

Vendors means:

• (a) BBD Custodians Pty Ltd as trustee for the BBD Trust;

• (b) Vassago Pty Ltd as trustee for ASTON Trust;

• (c) Leticia Kabunga;

• (d) Red Marlin Pty Ltd as trustee for Red Marlin Trust; and

• (e) Kabunga Holdings.

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.

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Schedule 1 – Hombolo Tenements

The Hombolo Tenements include:

• (a) those licenses and applications for licences listed in the table below;

• (b) any other licence or licenses which may be granted in lieu of, or over the same ground as, the licenses and applications referred to in paragraph (a); and

• (c) all rights to mine and other privileges appurtenant to the licences referred to in paragraph (a).

Number	Licence Type	Status	Applicant Name	Area Sq.Km
PL 11054/2016	Prospecting	Application Recommended	Hombolo Minerals Ltd	101.89
PL 11055/2016	Prospecting	Application Recommended	Hombolo Minerals Ltd	27.19
PL 11060/2016	Prospecting	Application	Hombolo Minerals Ltd	26.01
PL 11061/2016	Prospecting	Application	Hombolo Minerals Ltd	219.97
PL 11062/2016	Prospecting	Application	Hombolo Minerals Ltd	288.11
PL 11063/2016	Prospecting	Application	Hombolo Minerals Ltd	164.69
PL 11064/2016	Prospecting	Application	Hombolo Minerals Ltd	298.74
PL 11066/2016	Prospecting	Application	Hombolo Minerals Ltd	227.24
PL 11067/2016	Prospecting	Application	Hombolo Minerals Ltd	147.24
PL 11068/2016	Prospecting	Application	Hombolo Minerals Ltd	266.13
PML 006258/CZ	Primary Mining	Granted-Active	L. H. Kabunga	0.07
PML 006259/CZ	Primary Mining	Application	L. H. Kabunga	0.07
PML 006260/CZ	Primary Mining	Application	L. H. Kabunga	0.08
PML 006261/CZ	Primary Mining	Application	L. H. Kabunga	0.08
PML 006262/CZ	Primary Mining	Application	L. H. Kabunga	0.08
PML 006263/CZ	Primary Mining	Application	L. H. Kabunga	0.07
PML 006264/CZ	Primary Mining	Application	L. H. Kabunga	0.08
PML 006265/CZ	Primary Mining	Application	L. H. Kabunga	0.08
PML 006266/CZ	Primary Mining	Application	L. H. Kabunga	0.08
PML 000091/CZ	Primary Mining	Granted- Active 20/06/11	L. H. Kabunga	0.07
PML 004796/CZ	Primary Mining	Granted -Active 24/06/15	L. H. Kabunga	0.07

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Schedule 2 – Terms and Conditions of Consideration Options

The terms and conditions attaching to the Consideration Options are as follows:

(a) Entitlement

The Consideration Options entitle the holder to subscribe for one Share upon the exercise of each Consideration Option.

(a) Exercise price

The exercise price of each Consideration Option is $0.20 ( Exercise Price ).

(b) Expiry date

23 October 2018 ( Expiry Date ).

(c) Exercise period

The Consideration Options are exercisable at any time on or prior to the Expiry Date.

(d) Notice of exercise

The Consideration Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Consideration Option being exercised. Any Notice of Exercise of a Consideration Option received by the Company will be deemed to be a notice of the exercise of that Consideration Option as at the date of receipt.

(e) Shares issued on exercise

Shares issued on exercise of the Consideration Options will rank equally with the then issued Shares of the Company.

(f) Consideration Options not quoted

The Company will not apply to ASX for quotation of the Consideration Options.

(g) Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Consideration Options.

(h) Timing of issue of Shares

After a Consideration Option is validly exercised, the Company must as soon as possible:

• (i) issue the Share; and

• (ii) do all such acts, matters and things to obtain:

• (A) the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Consideration Option; and

• (B) receipt of cleared funds equal to the sum payable on the exercise of the Consideration Option.

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(i) Participation in new issues

There are no participation rights or entitlements inherent in the Consideration Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Consideration Options.

(j) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of Consideration Option will be increased by the number of Shares which the option holder would have received if the option holder had exercised the Consideration Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

(k) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of a Consideration Option.

(l) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the option holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(m) Consideration Options transferable

The Consideration Options are transferable.

(n) Lodgement instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Consideration Options with the appropriate remittance should be lodged at the Company's share registry.

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AUROCH MINERALS LTD ACN 148 966 545

P R O X Y F O R M

The Company Secretary Auroch Minerals Ltd

By delivery: By post: By facsimile: Office J, Level 2 PO Box 7653 +61 8 9486 4799 1139 Hay Street Cloisters Square WEST PERTH WA 6005 PERTH WA 6850

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 (mark box) Meeting 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 to be held at the Amberley Business Centre 3/1060 Hay St, West Perth WA 6005 on Thursday, 14 July 2016 at 10:00am (WST) and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit, except for as set out below).

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

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 Ratification of issue of Initial Consideration Shares Resolution 2 Approval to issue Consideration Securities Resolution 3 Ratification of Prior Issue of Shares

Authorised signature/s

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

• 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.

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

1Insert name and address of Shareholder

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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).

Hand deliveries : Office J, Level 2, 1139 Hay St WEST PERTH WA 6005

Postal address: PO Box 7653, Cloisters Square, PERTH WA 6850 Facsimile: (08) 9486 4799 if faxed from within Australia or + 61 8 9486 4799 if faxed from outside Australia.

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