ORE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2020

Jun 18, 2020

AUROCH MINERALS LIMITED

ACN 148 966 545

NOTICE OF GENERAL MEETING

A general meeting of the Company will be held at Suite 1, 295 Rokeby Road, Subiaco, Western Australia on Friday, 17 July 2020 at 10:00 am (WST).

This Notice of 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 on +61 8 6555 2950.

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ACN 148 966 545

AUROCH MINERALS LIMITED

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Auroch Minerals Limited ( Company ) will be held at Suite 1, 295 Rokeby Road, Subiaco, Western Australia on Friday, 17 July 2020 at 10:00 am (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 Wednesday, 15 July 2020 at 5:00 pm (WST).

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

AGENDA

1. Resolution 1 – Ratification of issue of Placement Shares under Listing Rule 7.1 capacity

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 of 22,500,000 Shares to the Placement Participants each at an issue price of $0.055 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 the Placement Participants or any associates of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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2. Resolution 2 – Ratification of issue of Placement Shares under Listing Rule 7.1A capacity

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 of 13,863,637 Shares to the Placement Participants each at an issue price of $0.055 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 the Placement Participants or any associates of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 – Approval to grant Free Attaching Placement Options to Placement Participants

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 grant of up to 18,181,818 Placement Options (each exercisable at $0.10 on or before 30 November 2021) to the Placement Participants (or their nominees)on the basis of one free attaching Placement Option for every two Placement Shares subscribed for in the Placement 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 the Placement Participants and their nominees or a person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder) or any associates of those persons.

However, the Company will not disregard a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4. Resolution 4 – Approval to grant Placement Options to Joint Lead Managers

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 grant of 3,000,000 Placement Options (each exercisable at $0.10 on or before 30 November 2021) to the Joint Lead Managers (or their nominees) 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 the Joint Lead Managers and their nominees or a person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder) or any associates of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Resolution 5 – Change to terms of Rights Issue Options

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

"That, subject to Resolution 6 being passed, for the purposes of Listing Rule 6.23.4 and for all other purposes, Shareholders approve the changes to the terms and conditions of the Rights Issue Options as set out in Schedule 2 and as detailed in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of holders of the Rights Issue Options or any associates of those persons.

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However, the Company will not disregard a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6. Resolution 6 – Change to terms of Adviser Options

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

"That, subject to Resolution 5 being passed, for the purposes of Listing Rule 6.23.4 and for all other purposes, Shareholders approve the changes to the terms and conditions of the Adviser Options as set out in Schedule 3 and as detailed in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of holders of the Adviser Options or any associates of those persons.

However, the Company will not disregard a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated 18 June 2020

BY ORDER OF THE BOARD

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Aidan Platel Managing Director

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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 Suite 1, 295 Rokeby Road, Subiaco, Western Australia on Friday, 17 July 2020 at 10:00 am (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 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. Resolutions 1 and 2 – Ratification of prior issue of Placement Shares

3.1 General

On 4 June 2020, the Company announced it had received firm commitments for a placement of 36,363,637 Shares ( Placement Shares ) each at an issue price of $0.055 , to raise approximately $2,000,000 before costs ( Placement ).

Subject to Shareholder approval, the Placement Participants will be entitled to free attaching Placement Options on the basis of one Placement Option for every two Placement Shares subscribed for (see Section 4 for further details).

The Company issued the Placement Shares to the Placement Participants on 11 June 2020 using its 15% annual limit permitted under Listing Rule 7.1 and the additional 10% placement capacity approved by Shareholders under Listing Rule 7.1A at the Company’s 2019 Annual General Meeting, without the need for Shareholder approval.

The funds raised from the issue of the Placement Shares will be used to fund exploration programmes, particularly drilling for high-grade nickel sulphide mineralisation at the Company's Saints and Leister Nickel Projects, and for general working capital purposes.

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.

Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting at which shareholders approve the 10% placement facility. The 10% placement facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made (pursuant to Listing Rule 7.1 or the additional 10% capacity under Listing Rule 7.1A). If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

Accordingly, Resolution 1 seeks Shareholder ratification of the prior issue of 22,500,000 of the Placement Shares (which were issued using the Company's 15% placement capacity under Listing Rule 7.1) under and for the purposes of Listing Rule 7.4. Resolution 2 seeks Shareholder ratification of the prior issue of 13,863,637 of the Placement Shares (which were issued using the Company's additional 10% placement capacity under Listing Rule 7.1A) under and for the purposes of Listing Rule 7.4.

If Resolutions 1 and 2 are passed, the issue of the Placement Shares will be excluded in calculating the Company's 15% placement capacity under Listing Rule 7.1 and additional 10% placement capacity under Listing Rule 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period

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following the date of issue of the Placement Shares or during the balance of the 12 months from the date of the Company’s 2019 Annual General Meeting (as applicable).

If Resolutions 1 and 2 are not passed, the issue of the Placement Shares will be included in calculating the Company's 15% placement capacity in Listing Rule 7.1 and additional 10% placement capacity under Listing Rule 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares or during the balance of the 12 months from the date of the Company’s 2019 Annual General Meeting (as applicable).

Resolutions 1 and 2 are each ordinary resolutions.

3.2 Information required by Listing Rule 7.5

The following information is provided for the purposes of Listing Rule 7.5:

• (a) On 11 June 2020, a total of 36,363,637 Shares were issued pursuant to the Placement as follows:

• (i) 22,500,000 Placement Shares were issued pursuant to the Company's 15% placement capacity under Listing Rule 7.1. Ratification of the issue of these Shares is being sought pursuant to Resolution 1.

• (ii) 13,863,637 Placement Shares were issued pursuant to the Company's additional 10% capacity under Listing Rule 7.1A. Ratification of the issue of these Shares is being sought pursuant to Resolution 2.

• (b) The Placement Shares were issued to the Placement Participants who are various professional and sophisticated investors introduced by the Joint Lead Managers of the Placement, none of whom are a related party of the Company.

• (c) The Placement 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 Placement Shares were issued at $0.055 each.

• (e) The Placement raised approximately $2,000,000 (before costs). The funds raised from the issue of the Placement Shares will be used to fund exploration programmes, particularly drilling for high-grade nickel sulphide mineralisation at the Company's Saints and Leister Nickel Projects, and for general working capital purposes.

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

4. Resolution 3 – Approval to grant Free Attaching Placement Options to Placement Participants

4.1 General

As detailed in Section 3.1 above, the Company has agreed, subject to Shareholder approval, to grant up to 18,181,818 Placement Options ( Free Attaching Placement Options ) to the Placement Participants (or their nominees) as free attaching Options on the basis of one Placement Option for every two Placement Shares subscribed for under the Placement.

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The Free Attaching Placement Options will each be exercisable at $0.10 on or before 30 November 2021.

The Company has agreed to grant the Free Attaching Placement Options to the Placement Participants subject to Shareholder approval. The grant of the Free Attaching Placement Options therefore requires Shareholder approval under Listing Rule 7.1. A summary of Listing Rule 7.1 is in Section 3.1.

Resolution 3 seeks the required Shareholder approval to the grant of the Free Attaching Placement Options under and for the purposes of Listing Rule 7.1.

If Resolution 3 is passed, the Company will be able to proceed with the grant of the Free Attaching Placement Options to the Placement Participants. The Free Attaching Placement Options will be granted as free attaching Options. Accordingly, no funds will be raised from the grant of the Free Attaching Placement Options. In addition, the grant of the Free Attaching Placement Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed then the Company will not be able to proceed with the grant of the Free Attaching Placement Options and the Company will need to negotiate an alternative arrangement with the Placement Participants.

Resolution 3 is an ordinary resolution.

4.2 Information required by Listing Rule 7.3

The following information is provided for the purposes of Listing Rule 7.3:

• (a) The maximum number of securities the Company may grant under Resolution 3 is 18,181,818 Placement Options.

• (b) The Free Attaching Placement Options will be granted to the Placement Participants who are various professional and sophisticated investors introduced by the Joint Lead Managers of the Placement, none of whom are a related party of the Company.

• (c) The Free Attaching Placement Options are each exercisable at $0.10 on or before 30 November 2021. Full terms and conditions of the Placement Options are set out in Schedule 1. Shares issued on exercise of the Free Attaching Placement Options will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue.

• (d) The Free Attaching Placement Options may be granted 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) and it is intended that the Free Attaching Placement Options will be granted on or about the same date.

• (e) The Free Attaching Placement Options will be granted as free attaching Options on the basis of one Placement Option for every two Placement Shares subscribed for. Accordingly, no funds will be raised from the grant of the Free Attaching Placement Options.

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

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5. Resolution 4 – Approval to grant Placement Options to Joint Lead Managers

5.1 General

Veritas Securities Limited and Merchant Capital Partners Pty Ltd acted as joint lead managers of the Placement. The Company has agreed, subject to Shareholder approval, to grant an aggregate of 3,000,000 Placement Options ( Lead Manager Placement Options ) to the Joint Lead Manager (or their nominees) as part of the fee for their services as joint lead managers of the Placement. Details of the Placement are set out in Section 3.1.

The Lead Manager Placement Options will each be exercisable at $0.10 on or before 30 November 2021.

The Company has agreed to grant the Lead Manager Placement Options to the Joint Lead Managers subject to Shareholder approval. The grant of the Lead Manager Placement Options therefore requires Shareholder approval under Listing Rule 7.1. A summary of Listing Rule 7.1 is provided in Section 3.1.

Resolution 4 seeks the required Shareholder approval for the grant of the Lead Manager Placement Options to the Joint Lead Managers under and for the purposes of Listing Rule 7.1.

If Resolution 4 is passed, the Company will be able to grant the Lead Manager Placement Options to the Joint Lead Managers. In addition, the grant of the Lead Manager Placement Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 4 is not passed then the Company will not be able to proceed with the grant of the Lead Manager Placement Options and the Company will need to negotiate an alternative fee arrangement for the services provided.

Resolution 4 is an ordinary resolution.

5.2 Information required by Listing Rule 7.3

The following information is provided for the purposes of Listing Rule 7.3:

• (a) The Lead Manager Placement Options will be granted to Veritas Securities Limited and Merchant Capital Partners Pty Ltd (or each of their nominees).

• (b) The maximum number of securities the Company may grant under Resolution 4 is 3,000,000 Placement Options.

• (c) The Lead Manager Placement Options are each exercisable at $0.10 on or before 30 November 2021. Full terms and conditions of the Placement Options are set out in Schedule 1. Shares issued on exercise of the Lead Manager Placement Options will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue.

• (d) The Lead Manager Placement Options may be granted 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) and it is intended that the Lead Manager Placement Options will be granted on or about the same date.

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• (e) The Lead Manager Placement Options will be granted for nil cash consideration as they are being granted as part of the fee for the services provided by the Joint Lead Managers in relation to the Placement. Accordingly, no funds will be raised from the grant of the Lead Manager Placement Options.

(f)

A voting exclusion statement is included in the Notice.

6. Resolutions 5 and 6 – Change to terms of Rights Issue Options and Adviser Options

6.1 Background

The Company currently has the following unlisted Options on issue:

Class of Option	Reason for issue	Exercise Price	Expiry Date	Number on issue
Rights Issue Options	Issued under non- renounceable, pro-rata rights issue completed in July 2018 (including shortfall issued to underwriters of that rights issue).	$0.10	21 November 2021	32,917,598
Adviser Options	Issued to lead manager of placement announced 1 August 2019 in consideration for services provided in connection with thatplacement.	$0.10	21 November 2021	3,000,000
Prior Placement Options	Issued under placement announced 28 February 2020 on the basis of 1 free attaching Placement Option for every 2 shares subscribed for under that placement.	$0.10	21 November 2021	9,658,672
TOTAL OPTIONS				45,576,270

In addition, the Company is also proposing to issue the Free Attaching Placement Options and Lead Manager Placement Options, subject to Resolutions 3 and 4 being passed (see Sections 4.1 and 5.1 for further details). These Placement Options have the same terms as the Prior Placement Options.

The Company is considering applying to the ASX for quotation of the Rights Issue Options, Adviser Options, Prior Placement Options and, subject to Resolutions 3 and 4 being passed, the Free Attaching Placement Options and Lead Manager Placement Options once granted (together the $0.10 Options ). In order to become quoted options, all $0.10 Options must have the same terms and the ASX must be satisfied that such terms are appropriate for quotation.

To ensure the terms of the $0.10 Options are the same and suitable for quotation, the Company wishes to amend the terms and conditions of the Rights Issue Options and Adviser Options as per the amendments marked-up in the terms set out in Schedule 2 and Schedule 3 respectively. The exercise price and expiry date of these Options will not change.

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The amendments to the terms of the Rights Issue Options proposed under Resolution 5 include the following:

• the Company may apply for quotation of the Rights Issue Options;

• the accelerated exercise provision will be removed (that is, the Company will no longer be able to require holders of Rights Issue Options to exercise their Rights Issue Options if the price of Shares trades above $0.50 for a period of 14 consecutive trading days); and

• the Company will be required to issue Shares on exercise of the Rights Issue Options within 15 business days of the Option being exercised instead of 30 business days.

The amendments to the terms of the Adviser Options proposed under Resolution 6 include the following:

• the Company may apply for quotation of the Adviser Options;

• the exercise price of the Adviser Options will be reduced if the Company makes an issue of Shares pro-rata to Shareholders; and

• the Adviser Options will be transferable.

The above amendments will result in all $0.10 Options having the same terms and conditions and those terms being suitable for quotation.

The amendments proposed under Resolutions 5 and 6 are conditional upon each of the holders of the Rights Issue Options and Adviser Options agreeing, subject to Shareholder approval, to amend and restate the terms and conditions of the Rights Issue Options and Adviser Options in the form set out in Schedule 2 and Schedule 3 respectively and the Company is currently in the process of seeking such agreement. The amendments proposed under Resolutions 5 and 6 will not take effect unless and until such agreement is obtained from all of the holders of the Rights Issue Options and Advisor Options.

6.2 Listing Rule 6.23.3 and Listing Rule 6.23.4

Listing Rule 6.23.4 provides that a change to the terms of options (which is not prohibited under Listing Rule 6.23.3) can only be made if holders of ordinary securities approve the change.

One of the proposed amendments to the Adviser Options provides for the exercise price of the Adviser Options to be reduced if the Company makes an issue of Shares pro-rata to Shareholders. Therefore Listing Rule 6.23.3 applies to this change. The Company has sought a waiver of Listing Rule 6.23.3 for this amendment on the basis that the proposed adjustment to the exercise price of the Adviser Options is an appropriate term for listed options and the number of Adviser Options represents a small percentage of capital (approximately 1.07% of the Company's fully diluted issued share capital following completion of the Placement).

Accordingly, Resolutions 5 and 6 seek Shareholder approval under Listing Rule 6.23.4 of the changes to the terms and conditions of the Rights Issue Options and Adviser Options in the forms set out in Schedule 2 and Schedule 3 respectively.

Resolutions 5 and 6 are interdependent such that both Resolutions 5 and 6 must be passed for the amendments to the terms and conditions of the Rights Issue Options and Adviser Options to proceed.

If Resolutions 5 and 6 are both passed, the terms and conditions of the Rights Issue Options and Adviser Options will be amended and restated as set out in Schedule 2 and Schedule 3 respectively, provided that each of the holders of the Rights Issue Options and Adviser Options agree to the proposed amendments (see Section 6.1 for details).

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If either or both of Resolutions 5 and 6 are not passed, the terms and conditions of the Rights Issue Options and Adviser Options will not be changed and will remain the same. As a result, the Company will not be able to apply to the ASX for quotation of the $0.10 Options.

The Directors recommend that you vote in favour of Resolutions 5 and 6.

Resolutions 5 and 6 are each ordinary resolutions.

Voting exclusion statements for each of Resolutions 5 and 6 are included in this Notice.

7. Definitions

$ means Australian Dollars.

$0.10 Options means the Adviser Options, Prior Placement Options, Rights Issue Options, Free Attaching Placement Options and Lead Manager Placement Options.

Adviser Option means an Option described in the table in Section 6.1 in the row titled "Adviser Options".

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.

Chair means the chair of this Meeting.

Company means Auroch Minerals Limited ACN 148 966 545.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Free Attaching Placement Options has the meaning given in Section 4.1.

Joint Lead Managers means Veritas Securities Limited and Merchant Capital Partners Pty Ltd.

Lead Manager Placement Options has the meaning given in Section 5.1.

Listing Rules means the listing rules of ASX.

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

Notice means this notice of meeting.

Option means an option to acquire a Share.

Placement has the meaning given in Section 3.1.

Prior Placement Option means an Option described in the table in Section 6.1 in the row titled "Prior Placement Options".

Placement Option means an Option on the terms and conditions in Schedule 1.

Placement Participants means various professional and sophisticated investors introduced by the Joint Lead Managers of the Placement, none of whom are a related party of the Company.

Placement Shares has the meaning given in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

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Rights Issue Option means an Option described in the table in Section 6.1 in the row titled "Rights Issue Options".

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

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

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

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Schedule 1 – Terms and Conditions of Placement Options

Each Placement Option ( Option ) will be granted on the following terms and conditions.

1. Entitlement

Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon the exercise of each Option.

1. Exercise price

The exercise price of each Option is $0.10 ( Exercise Price ).

1. Expiry Date

The Options will expire on 30 November 2021 ( Expiry Date ).

4.

Exercise period

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

5.

• Lapse Date

An Option will lapse on the Expiry Date.

1. Notice of exercise

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

1. Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued fully paid ordinary shares of the Company.

2. 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 Options.

9.

• Timing of issue of Shares

After an Option is validly exercised, the Company must, within 15 Business days of receiving the Notice of Exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option, issue the Shares and do all such acts, matters and things to obtain the grant of official quotation of the Shares on ASX no later than 5 Business Days after issuing the Shares.

1. Participation in new issues

There are no participation rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. However, the Company will give the holder notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

1. Adjustment for bonus issues of Shares

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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):

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

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

• Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

• New exercise price = O - E[P (S+D)]

N+1

• O = the old Exercise Price of the Option.

• E = the number of underlying Shares into which one Option is exercisable.

• P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price of a Share under the pro rata issue.

• D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

• N = the number of Shares with rights or entitlements that must be held to receive a right to one Share.

13.

• Adjustments for reconstruction of capital

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.

1. Quotation of Options

Application may be made by the Company to ASX for official quotation of the Options.

1. Options transferable

The Options are transferable.

1. Lodgment instructions

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

16

Schedule 2 – Amended Terms and Conditions of Rights Issue Options

1. Entitlement

Each ~~New O~~ ption entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon the exercise of ~~the Newe~~ ach Option.

2. Exercise price

The ~~New Options have an~~ exercise price of each Option is $0.10 ( Exercise Price ) ~~. and an expiry date of.~~

3. Expiry Date

The Options will expire on 30 November 2021 ( Expiry Date ).

4. Exercise period

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

5. Lapse Date

An Option will lapse on the Expiry Date.

6. Notice of exercise

~~Subject to paragraph (e) below,~~ The ~~New~~ Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each ~~New~~ Option being exercised. Any Notice of Exercise of an ~~New O~~ ption received by the Company will be deemed to be a notice of the exercise of that ~~New~~ Option as at the date of receipt.

~~If the price of Shares trades above a price of $0.50 for a period of 14 consecutive trading days (Trading Milestone), the Company may give each New Optionholder a written notice requiring that they exercise their New Options within 45 days (Accelerated Exercise Notice). If a New Optionholder does not exercise their New Options with 45 days of the Company giving an Accelerated Exercise Notice (Accelerated Exercise Period), the Option will expire at the end of the Accelerated Exercise Period (rather than on the Expiry Date). Any Accelerated Exercise Notice given by the Company must be given within 7 days of the Trading Milestone being achieved.~~

7. Shares issued on exercise

Shares issued on exercise of the ~~New O~~ ptions will rank equally with the then issued fully paid ordinary shares of the Company.

8. 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 ~~New O~~ ptions.

9. Timing of issue of Shares

After a ~~n New~~ Option is validly exercised, the Company must, within ~~, 30~~ 15 Business days of receiving the Notice of Exercise and receipt of cleared funds equal to the sum payable on the exercise of the ~~New~~ Option, issue the Shares and do all such acts, matters and things to obtain the grant of official quotation of the Shares on ASX no later than 5 Business Days after issuing the Shares.

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~~(i) issue the Share; and~~

• ~~(ii)~~

~~do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 business days after issuing the Shares.~~

10. Participation in new issues

There are no participation rights or entitlements inherent in the ~~New O~~ ptions and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the ~~New O~~ ptions without exercising the Options. However, the Company will give ~~holders of t~~ he ~~New Optionsh~~ older notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

11. 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):

• (a) the number of ~~Sharess~~ ecurities which must be issued on the exercise of a ~~n New~~ Option will be increased by the number of ~~Sharess~~ ecurities which the ~~New~~ Option holder would have received if the ~~New O~~ ption holder had exercised the ~~New O~~ ption before the record date for the bonus issue; and

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

12. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of a ~~n New~~ Option will be reduced according to the following formula:

- New exercise price = O - E[P (S+D)]

N+1

• O = the old Exercise Price of the ~~New O~~ ption.

• E = the number of underlying Shares into which one ~~New~~ Option is exercisable.

• P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price of a Share under the pro rata issue.

• D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

• N = the number of Shares with rights or entitlements that must be held to receive a right to one Share.

13. Adjustments for reconstruction of capital

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

14. Quotation of Options

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Application may be made by the Company ~~will not apply t~~ o ASX for official quotation of the ~~New~~ Options.

15. Options transferable

The ~~New O~~ ptions are transferable.

16. Lodgment instructions

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

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Schedule 3 – Amended Terms and Conditions of Adviser Options

1. Entitlement

Each ~~Adviser O~~ ption ~~(~~ ~~Option )~~ entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon the exercise of each Option.

2.

Exercise price

The exercise price of each Option is $0.10 ( Exercise Price ).

3.

Expiry Date

The Options will expire on 30 November 2021 ( Expiry Date ).

4.

Exercise period

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

5.

Lapse Date

An Option will lapse on the Expiry Date.

6. Notice of exercise

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

7.

Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued fully paid ordinary shares of the Company.

~~1.~~

~~Options not quoted~~

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

8. 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 Options.

9.

Timing of issue of Shares

After an Option is validly exercised, the Company must, within 15 Business days of receiving the Notice of Exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option, issue the Shares and do all such acts, matters and things to obtain the grant of official quotation of the Shares on ASX no later than 5 Business Days after issuing the Shares.

10.

Participation in new issues

There are no participation rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. However, the Company will give the holder notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

Adjustment for bonus issues of Shares

20

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):

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

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

• Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders ~~there will be no adjustment to the Exercise Price or the number of Shares which must be issued on the exercise of the Options.(~~ other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula: New exercise price = O - E[P-(S+D)]

N+1

O = the old Exercise Price of the Option.

E = the number of underlying Shares into which one Option is exercisable.

P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

S = the subscription price of a Share under the pro rata issue.

D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

N = the number of Shares with rights or entitlements that must be held to receive a right to one Share.

1. Adjustments for ~~reorganisation~~ reconstruction of capital

If there is any ~~reorganisation~~ 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 ~~reorganisationr~~ econstruction at the time of the ~~reorganisation.r~~ econstruction.

14. Quotation of Options ~~not~~

Application may be made by the Company to ASX for official quotation of the Options.

~~14.1~~ 5. Options transferable

The Options are ~~not~~ transferabl ~~eunless with the prior consent of the Board.~~

~~15.1~~ 6. Lodgment instructions

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

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