ORE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2020

Apr 14, 2020

ACN 148 966 545

AUROCH MINERALS LIMITED

ADDENDUM TO NOTICE OF GENERAL MEETING

Notice is hereby given that, in relation to the Notice of General Meeting dated 23 March 2020 ( Notice of Meeting ) in respect of a general meeting of Shareholders of Auroch Minerals Limited ( Company ) scheduled to be held at Suite 1, 295 Rokeby Road, Subiaco, Western Australia on 22 April 2020 at 10:00 am (WST) ( Meeting ), the Directors have determined to issue this addendum to the Notice of Meeting ( Addendum ), for the purposes set out below.

This Addendum supplements the Notice of Meeting and should be read in its entirety and in conjunction with the Notice of Meeting. Save for the amendments set out below, all Resolutions proposed and information in the Notice of Meeting remains unchanged.

The Company confirms that the Meeting will be held as scheduled at Suite 1, Rokeby Road, Subiaco, Western Australia on 22 April 2020 at 10:00 am. The Directors consider that Shareholders will have adequate time to consider the amendments to Schedule 1 of the Notice of Meeting.

Defined terms used in this Addendum have the same meaning as terms defined in the Notice of Meeting unless otherwise provided for in this Addendum.

The Company confirms that there have been no changes to the Proxy Form previously provided to Shareholders. Shareholders are advised as follows:

• If you have already completed and returned the Proxy Form previously provided with the Notice of Meeting and you wish to change your vote, you must complete and return a new Proxy Form. Please contact the Company if you require a new Proxy Form.

• If you have already completed and returned the Proxy Form previously provided with the Notice of Meeting and you do not wish to change your vote, you do not need to take any action. The Proxy Form already submitted by you will be accepted by the Company unless you submit a new Proxy Form.

• If you have not yet completed and returned a Proxy Form, and you wish to vote on the Resolutions on the information amended by this Addendum, please complete and return the Proxy Form.

Shareholders should contact the Company Secretary on +61 8 6555 2950 if they have any queries in respect of the matters set out in this Addendum.

1. Background to this Addendum

Resolution 2 seeks Shareholder approval for the grant of 9,113,672 Placement Options each with an exercise price of $0.10 and expiry date of 30 November 2021 to the Placement Participants on the basis of 1 free attaching Placement Option for every 2 Placement Shares subscribed for under the Placement. The full terms and conditions of the Placement Options are set out in Schedule 1 of the Notice of Meeting.

The Company is considering applying to the ASX for quotation of the Placement Options, together with all other unlisted options the Company currently has on issue which have an exercise price of $0.10 and expiry date of 30 November 2021 ( Other Options ). In order to become quoted options, the Placement Options and Other 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 Placement Options are suitable for quotation, the Company wishes to amend the terms and conditions of the Placement Options in Schedule 1 of the Notice of Meeting. The amendments include the following:

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

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

• the Placement Options will be transferable.

2. Amendment to Schedule 1 of the Notice of Meeting

By this Addendum, Schedule 1 of the Notice of Meeting, which sets out the terms and conditions of the Placement Options, is amended as set out below.

Schedule 1 – Terms and Conditions of Placement Options

1. Entitlement

Each option ( 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 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.

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.

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):

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• (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.

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 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.

14. Quotation of Options

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

15. Options transferable

The Options are transferrable.

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 Options with the appropriate remittance should be lodged at the Company's share registry.

Dated 15 April 2020

BY ORDER OF THE BOARD

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Aidan Patel Managing Director

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