ORE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2019

Jul 21, 2019

AUROCH MINERALS LIMITED

ACN 148 966 545

NOTICE OF GENERAL MEETING

TIME : 9:30am (AWST) DATE : 22 August 2019 PLACE : Automic Group Level 2 267 St Georges Terrace Perth WA 6000

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 Secretary by telephone on +61 8 6555 2950.

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AUROCH MINERALS LIMITED ACN 148 966 545

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Auroch Minerals Limited ( Company ) will be held at 9.30am (AWST) on 22 August 2019 at the Automic Group, Level 2, 267 St Georges Terrace, Perth, Western Australia 6000 ( 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 forms 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 20 August 2019 at 9.30am (AWST).

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

AGENDA

1. Resolution 1 – Approval of acquisition of Nickel Projects

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

“That, subject to each of the other Resolutions being passed, for the purposes of Listing Rule 7.1, and for all other purposes, Shareholders approve and authorise the issue of 18,333,333 Shares ( Consideration Shares ) to Minotaur (or its nominees) as consideration for the Acquisition on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Minotaur and its nominees and any person who will obtain a material benefit as a result of the proposed issue, except a benefit solely by reason of being a Shareholder, and any associates of those persons.

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.

2. Resolution 2 – Approval to issue Adviser Shares to Discovery Capital Partners

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

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“That, subject to Resolution 1 being passed, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the issue of 1,833,333 Shares ( Adviser Shares ) to Discovery Capital Partners (or its nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Discovery Capital Partners and its nominees, and any associates of those persons.

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 the directions on the Proxy Form; or

• (b) it is cast by the Chairman 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 – Appointment of Chris Hansen as a Director

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

“In accordance with Clause 13.3 of the Company's Constitution, and with effect from Completion, Chris Hansen be appointed as a Director."

Dated 22 July 2019

BY ORDER OF THE BOARD

Glenn Whiddon

Executive Chairman

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AUROCH MINERALS LIMITED 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 Automic Group, Level 2, 267 St Georges Terrace, Perth, Western Australia 6000 on Tuesday, 22 August 2019 at 9.30am (AWST).

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 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. Resolution 1 – Approval of acquisition of Nickel Projects

3.1 Background

The Company is an active minerals exploration company with a project portfolio currently comprising the following precious-metal projects:

• (a) Bonaventura Zinc-Lead-Gold Project on Kangaroo Island in South Australia;

• (b) Arden Zinc-Copper Project in the base-metal mining region of South Australia; and

• (c) Torrens East Copper-Gold Project in the Lake Torrens region of South Australia.

Latest updates on drilling and other exploration results from the Company's above projects are detailed in the Company's Quarterly Activities Report released to the market on 11 April 2019.

As announced on 11 July 2019, the Company has entered into a formal Share Sale Agreement to acquire 100% of the tenements known as the Saints Nickel Project and the Leinster Nickel Project (together, the Nickel Projects ) from Minotaur ( Acquisition ). The Acquisition will be completed via the Company acquiring the Project Companies from Minotaur who own the Nickel Projects. The Acquisition is conditional on the parties obtaining all necessary shareholder, regulatory and other third party consents or approvals (on terms acceptable to the Company). The material terms of the Acquisition are set out in more detail in Section 3.3.

The Company's proposed acquisition of the Nickel Projects aims to unlock the latent value of high-grade nickel sulphide assets on those projects. The Company intends to provide a dedicated management team to aggressively explore the Nickel Projects, which have historically seen limited nickel exploration. The combined portfolio of high-grade nickel sulphide assets provides a solid base for the Company to systematically explore high-priority targets and emerge as the next significant nickel developer on the ASX. Further information on the Nickel Projects is set out in Section 3.2.

3.2 Overview of the Nickel Projects

The Saints Nickel Project:

• (a) comprises a high-grade deposit of 1.05Mt @ 2.00% Ni, 0.20% Cu, 0.06% Co[1] remains open down-plunge and along strike with noteworthy proximal exploration potential through untested or partially tested electromagnetic (EM) conductors;

• (b) is located approximately 65km northwest of Kalgoorlie and 7km east of the Goldfields Highway; and

• (c) has a tenement package comprised of two mining leases covering an area of approximately 20km[2] of prospective Archaean greenstone belt geology within the Eastern Goldfields province of the Yilgarn Craton.

The deposit on the Saints Nickel Project sits in the same sequence of rocks that host the historic Scotia nickel mine 15km to the south, which produced 30,800 tonnes of contained nickel at 2.2%.

1 Refer to the Company's ASX Announcement on 28 May 2019 and 11 July 2019 for further details.

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The Leinster Nickel Project:

• (a) is prospective for both nickel and gold and is strategically located in a historic nickel region around Leinster-Waterloo, proximal to existing infrastructure;

• (b) is located approximately 40km southeast of the township of Leinster and approximately 60km north-northwest of Leonora in the East Murchison Mineral Field of Western Australia; and

• (c) has a project area which covers approximately 112km of prospective Archaean greenstone belt geology within the eastern goldfields of the Yilgarn Craton.

The Leinster Nickel Project features a JORC 2004 Code deposit of 0.60Mt @ 1.39% Ni and 0.30% Cu[2] , which remains open down-plunge and along strike.

Refer to the Company's announcement dated 28 May 2019 for further information about the Nickel Projects.

3.3 Acquisition Terms

Under the Acquisition the Company will acquire 100% of the Nickel Projects via the acquisition of the Project Companies from Minotaur. The consideration payable by the Company to Minotaur for the Acquisition is $1.1 million, comprising of the issue of the Consideration Shares to Minotaur (or its nominees) at Completion, each at a deemed issue price of $0.06 per Share.

Minotaur has agreed that the Consideration Shares will be subject to voluntary escrow for 12 months following Completion.

The Acquisition is subject to the parties obtaining all necessary shareholder, regulatory or other third party approvals or consents required to give effect to the Acquisition (on terms acceptable to the Company) by 26 August 2019.

The Company and Minotaur have agreed that Minotaur may nominate one director to the Board on Completion. However, this right will lapse if Minotaur's shareholding in the Company drops below 4.9%.

3.4 Effect of the Acquisition on the Company

Subject to the passing of Resolution 1, on Completion:

• (a) the Company will expand its existing project portfolio by acquiring the Nickel Projects;

• (b) the Project Companies will become wholly owned subsidiaries of the Company;

• (c) the Consideration Shares will be issued to Minotaur (or its nominees); and

• (d) the Minotaur nominee director will be appointed to the Board if such nomination is made by Minotaur.

Subject to the passing of Resolution 1, the Company will also issue the Adviser Shares to Discovery Capital Partners on Completion (refer to Section 4 for further details).

2 Mineral Resource was reported under the JORC Code 2004 and these estimates may not conform to the requirements of the JORC 2012 Code. Refer to the Company's ASX Announcement on 28 May 2019 for further details.

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The capital structure of the Company as at the date of this Notice and on Completion is shown in the table below.

	Shares	Options	Performance Shares	Performance Rights
On issue as at the date of this Notice	100,503,540	32,917,5981	12,000,0002	4,500,0003
Consideration Shares	18,333,333	-	-	-
Adviser Shares	1,833,333	-	-	-
On issue on Completion	120,670,206	32,917,598	16,500,000	4,500,000
Notes: 1 Unlisted Options exercisable at $0.10 on or before 30 November 2021. 2 Comprises 6,400,000 Class A Performance Shares, 2,300,000 Class B Performance Shares, 2,300,000 Class C Performance Shares and 1,000,000 Class D Performance Shares which convert into Shares on a one for one basis on the achievement of certain performance milestones relating to the Company's Arden Zinc Project or the Bonaventura Zinc Project on or before 9 April 2023. 3 Performance Rights which convert into Shares on a one for one basis for no consideration on exercise by the holder once vested. Performance Rights expire on the date which is 5 years from the date of grant and vest 25% every six months subject to the holder remaining employed by, or contracted to provide services to, the Company.

As at the date of this Notice, the following Shareholders have a voting power of 5% or more in Company:

Shareholder	Number of Shares Held	Voting power
HSBC Custody Nominees (Australia) Limited	13,287,078	13.22%
Rare Earth Minerals PLC	6,500,000	6.58%
6466 Investments Pty Ltd	5,048,333	5.02%

On Completion it is anticipated that Shareholders who have a voting power of 5% or more in Company will be as follows:

Shareholder	Number of Shares Held	Voting power
Minotaur Exploration Ltd (or its nominees)	18,333,333	15.19%
HSBC Custody Nominees (Australia) Limited	13,287,078	11.01%
Rare Earth Minerals PLC	6,500,000	5.39%

3.5 Approval to issue Consideration 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 fully paid ordinary securities on issue at the commencement of that 12 month period.

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The effect of Shareholders passing Resolution 1 will be to allow the Directors to issue the Consideration Shares on Completion without using the Company’s 15% annual placement capacity provided that the Consideration Shares are issued during the period of 3 months after the Meeting (or a longer period, if allowed by ASX).

Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Consideration Shares to Minotaur (or its nominees) as part of the consideration for the Acquisition. Resolution 1 is an ordinary Resolution and is subject to each of the other Resolutions being passed.

3.6 Specific information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, information regarding the issue of Securities pursuant to Resolution 1 is provided as follows:

• (a) The maximum number of Securities the Company will issue is 18,333,333 Shares.

• (b) The Consideration Shares may be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by an ASX waiver or modification of the Listing Rules). It is expected that the Consideration Shares will be issued on Completion.

• (c) The Consideration Shares will be issued as the consideration for the Acquisition and accordingly no funds will be raised from the issue of the Consideration Shares.

• (d) The Consideration Shares will be issued to Minotaur (or its nominees), who is not a related party of the Company.

• (e) The Consideration Shares to be issued comprise fully paid ordinary shares in the capital of the Company ranking equally with all other fully paid ordinary shares in the capital of the Company on issue.

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

4. Resolution 2 – Approval to issue Adviser Shares to Discovery Capital Partners

4.1 General

The Acquisition was introduced to the Company by Discovery Capital Partners. The Company has agreed, subject to shareholder approval, to issue the Adviser Shares to Discovery Capital Partners (or its nominees) on successful completion of the Acquisition as the fees for introducing the Acquisition and for assisting the Company in negotiations for the Acquisition and due diligence on the Projects.

Resolution 2 seeks Shareholder approval under Listing Rule 10.11 to issue the Adviser Shares to Discovery Capital Partners.

Listing Rule 10.11 provides that a company must not (subject to specified exceptions) issue or agree to issue equity securities to a related party without the approval of shareholders. Discovery Capital Partners is a related party of the Company by virtue of it being controlled by current Director, Mr Santa Maria. Accordingly, Shareholder approval is required under Listing Rule 10.11 for the issue of Shares to Discovery Capital Partners.

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If approval is given under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1. The effect of Shareholders passing Resolution 2 will mean that this issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

The Directors, other than Mr Santa Maria who has a material personal interest in Resolution 2, consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Adviser Shares to Discovery Capital Partners as the terms of Discovery Capital Partner's services to the Company were negotiated on an arm's length basis.

Resolution 2 is an ordinary resolution and is subject to the passing of Resolution 1 and Completion occurring.

4.2 Specific information required by Listing Rule 10.13

For the purposes of Listing Rule 10.13, information regarding the issue of Securities pursuant to Resolution 2 is provided as follows:

• (a) The maximum number of Shares to be issued to Discovery Capital Partners (or its nominees) is 1,833,333 Shares.

• (b) The Company will issue the Adviser Shares no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules), and it is intended that all of Adviser Shares will be issued on the same date at Completion.

• (c) Discovery Capital Partners is a related party of the Company by virtue of being controlled by current Director, Mr Santa Maria.

• (d) The Adviser Shares will be issued for nil cash consideration as they will be issued as the fees payable to Discovery Capital Partners for introducing the Acquisition and for assisting with due diligence on the Projects and negotiation of the Acquisition. Accordingly, no funds will be raised from the issue of the Adviser Shares.

• (e) The Adviser Shares to be issued comprise fully paid ordinary shares in the capital of the Company ranking equally with all other fully paid ordinary shares in the capital of the Company on issue.

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

5. Resolution 3 – Appointment of Chris Hansen as Director

5.1 General

Chris Hansen is a colleague of current Director Adam Santa Maria at Discovery Capital Partners, the current corporate adviser to the Company. It is proposed that Adam Santa Maria will resign from the Board on Completion and be replaced with Chris Hansen.

The Company in general meeting may by ordinary resolution appoint a person as a Director, in accordance with Clause 13.3 of the Constitution. Chris Hansen, having consented to act, seeks approval to be appointed as a Director with effect from Completion.

Resolution 3 is an ordinary resolution.

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5.2 Candidate Directors Profile – Chris Hansen

Chris Hansen is currently a Director of Discovery Capital Partners and is a multidisciplinary global metals and mining and private equity professional specialising in project finance, corporate strategy, equity funding and acquisitions.

Mr Hansen seeks to combine core technical fundamentals with a strong finance and project development mind-set allowing for the development and execution of fully integrated strategies. Having initially focused on building a solid technical foundation with industry majors such as Barrick Gold and Fortescue Metals Group, Mr Hansen later joined a preeminent mining private equity fund where he developed robust investment skills, financial knowledge and strong relationships with industry contacts. This has provided Mr Hansen the opportunity to work across the globe with a focus on North America, South America and Australia, having assessed over 300 metals and mining projects and supported junior mining companies throughout the development cycle with strategic advice and capital.

Mr Hansen holds a Bachelor of Science in Geology from the University of Auckland, and a MSc in Mineral Economics from Curtin University.

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6. Definitions

$ means Australian Dollars.

Acquisition has the meaning in Section 3.1.

Adviser Shares has the meaning in Resolution 2.

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

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 as constituted from time to time.

Chairman means the chairman of this Meeting.

Company means Auroch Minerals Limited ACN 148 966 545.

Completion means completion of the Acquisition.

Consideration Shares has the meaning in Resolution 1.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Discovery Capital Partners means Discovery Capital Pty Ltd ACN 112 492 869.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Listing Rules means the listing rules of ASX.

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

Minotaur means Minotaur Exploration Ltd ABN 35 108 483 601.

Nickel Projects has the meaning in Section 3.1.

Notice means this notice of meeting.

Option means an option to acquire a Share.

Project Companies means Altia Resources Pty Ltd ABN 15 119 657 920 and Minotaur Gold Solutions Pty Ltd ABN 40 153 304 584 (being current wholly-owned subsidiaries Minotaur).

Proxy Form means the proxy form attached to this 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.

Security means a Share, an Option a Performance Share or a Performance Right or any combination of these as the context provides.

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

Shareholder means a shareholder of the Company.

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

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