ORE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2020

Mar 22, 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 22 April 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 22 April 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 20 April 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

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 18,227,344 Placement Shares each at an issue price of $0.055 to the Placement Participants 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, 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.

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2. Resolution 2 – Approval to grant Placement Options

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 9,113,672 Placement Options each at 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 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.

3. Resolution 3 – Approval for Aidan Platel to participate in the Placement

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise Aidan Platel (or his nominees) to participate in the Placement to the extent of up to 545,000 Placement Shares each at an issue price of $0.055 and up to 272,500 Placement Options each at an exercise price of $0.10 and expiry date of 30 November 2021 on the basis of 1 free attaching Placement Option for every 2 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 Aidan Platel and his 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 for Darya Pty Ltd to participate in the Placement

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise Darya Pty Ltd to participate in the Placement to the extent of up to 545,000 Placement Shares each at an issue price of $0.055 and up to 272,500 Placement Options each at an exercise price of $0.10 and expiry date of 30 November 2021 on the basis of 1 free attaching Placement Option for every 2 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 Darya Pty Ltd 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.

5. Resolution 5 – Amendment to Constitution

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

“That, for the purposes of section 136(2) of the Corporations Act, the Constitution of the Company be modified by making the amendment contained in the document tabled at the

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Meeting and signed by the Chair for the purposes of identification, with effect from the passing of this Resolution.”

6. Resolution 6 – Approval to grant Incentive Performance Rights to James Bahen

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 450,000 Incentive Performance Rights (and the issue 450,000 Shares on conversion of such Incentive Performance Rights) to James Bahen (or his 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 James Bahen and his 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.

Dated 23 March 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 22 April 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.

3. Resolution 1 – Ratification of issue of Placement Shares

3.1 General

On 28 February 2020, the Company announced a placement of 19,317,344 Shares each at an issue price of $0.055 ( Placement Shares ) and 9,658,672 Options each with an exercise price of $0.10 and an expiry date of 30 November 2021 on the basis of 1 free attaching Placement Option for every 2 Placement Shares subscribed for to raise $1,062,454 before costs ( Placement ).

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Bell Potter Securities Limited acted as lead manager of the Placement and will be paid management and selling fees equal to 6% of the funds raised by Bell Potter Securities Limited.

The funds raised from the Placement will be used to fund the Company's high-grade nickel sulphide exploration activities at the Saints and Leister Nicked Projects and for general working capital purposes.

On 5 March 2020, the Company issued 18,227,344 Placement Shares to the Placement Participants using the Company's annual limit permitted under Listing Rule 7.1 without the need for Shareholder approval. A further 1,090,000 Placement Shares have been subscribed for by related parties of the Company, for which Shareholder approval is sought under Resolutions 3 and 4.

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 7.4 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. 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 issue of 18,227,344 Placement Shares to the Placement Participants (which were issued pursuant to the Company's 15% capacity under Listing Rule 7.1) under and for the purposes of Listing Rule 7.4.

If Resolution 1 is passed, the issue of 18,227,344 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

If Resolution 1 is not passed, the issue of 18,227,344 Placement Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

Resolution 1 is an 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 5 March 2020, the Company issued 18,227,344 Placement Shares using the Company's 15% capacity under Listing Rule 7.1 without the need for Shareholder approval. Ratification of the issue of these Shares is being sought pursuant to Resolution 1.

• (b)

• The Shares were issued to the following persons:

• (i) 12,604,544 Placement Shares were issued to existing clients of the lead manager to the Placement, Bell Potter Securities Limited, comprising various professional, sophisticated and institutional investors, none of whom are a related party of the Company.

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• (ii) 5,622,800 Placement Shares were issued to various new investors comprising professional, sophisticated and other investors who were introduced by the Company, 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 issue of 18,227,344 Placement Shares raised $1,002,504 (before costs). The funds raised will be used for the Company's high-grade nickel sulphide exploration activities at the Saints and Leister Nicked Projects and for general working capital purposes.

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

4. Resolution 2 – Approval to grant Placement Options

4.1 General

Under the Placement detailed in Section 3 above, the Company is proposing to grant 9,113,672 Placement Options to the Placement Participants on the basis of 1 free attaching Placement Option for every 2 Placement Shares subscribed for under the Placement. The Placement Options each have an exercise price of $0.10 and an expiry date of 30 November 2021.

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

Resolution 2 seeks the required Shareholder approval to grant 9,113,672 Placement Options under the Placement to the Placement Participants, under and for the purposes of Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to proceed with the grant of 9,113,672 Placement Options to the Placement Participants. No funds will be raised from the grant of the Placement Options in addition to funds raised from the Placement. In addition, the grant of 9,113,672 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 2 is not passed then the Company will not be able to proceed with the grant of 9,113,672 Placement Options to the Placement Participants.

Resolution 2 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 2 is 9,113,672 Placement Options.

• (b) The Placement Options will be granted as follows:

• (i) 6,302,272 Placement Options will be granted to existing clients of the lead manager to the Placement, Bell Potter Securities Limited, comprising various professional, sophisticated and institutional investors who participated in the Placement, none of whom are a related party of the Company.

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• (ii) 2,811,400 Placement Options will be granted to various new investors who participated in the Placement comprising professional, sophisticated and other investors who were introduced by the Company, none of whom are a related party of the Company.

• (c) The Placement Options will each have an exercise price of $0.10 and an expiry date of 30 November 2021. Full terms and conditions of the Placement Options are set out in 0. Shares issued on exercise of the Placement Options will be fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company’s existing Shares on issue.

• (d) The Options 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).

• (e) The Options will be granted for no further consideration as free attaching Options to the Placement Shares issued to the Placement Participants under the Placement (on the basis on 1 Placement Option for every 2 Placement Shares subscribed for). Funds raised under the Placement will be used for the purposes set out in Section 3.2(e).

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

5. Resolutions 3 and 4 – Approval for related parties to participate in the Placement

5.1 General

It is proposed that related parties, Aidan Platel (or his nominees) and Darya Pty Ltd participate in the Placement on the same terms as the Placement Participants by subscribing for a total of up to 1,090,000 Placement Shares ( Related Party Placement Shares ) and up to 545,000 Placement Options ( Related Party Placement Options ).

Further details of the Placement are set out in Section 3.

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• (a) a related party;

• (b) a person who is, or was at any time in the six months prior to the issue or agreement, a substantial (30%+) holder in the company;

• (c) a person who is, or was at any time in the six months prior to the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them the right or expectation to do so;

• (d) an associate of a person referred to in paragraphs (a) to (c) above; or

• (e) a person whose relationship with the company or a person referred to in a Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

Aidan Platel is a related party of the Company by virtue of being a Director. Darya Pty Ltd is a related party of the Company by virtue of being an entity controlled by the father of Aidan Platel.

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The issue of the Related Party Placement Shares and the grant of the Related Party Placement Options fall within Listing Rule 10.11.1 and do not fall within any of the exceptions in Listing Rule 10.12. The issue of such securities therefore requires Shareholder approval under Listing Rule 10.11.

Resolutions 3 and 4 seek the required Shareholder approval issue the Related Party Placement Shares and Related Party Placement Options under and for the purposes of Listing Rule 10.11.

If Resolutions 3 and 4 are passed, Aidan Platel and Darya Pty Ltd will subscribe for the Related Party Placement Shares and Related Party Placement Options and the Company will issue the Related Party Placement Shares and Related Party Placement Options to Aidan Platel and Darya Pty Ltd pursuant to the Placement. Funds of up to $59,950 will be raised from the issue of the Related Party Placement Shares, which will be aggregated with the funds raised under the Placement and used for the purposes set out in Section 3.

If Resolutions 3 and 4 are not passed, Aidan Platel and Darya Pty Ltd will not participate in the Placement and the Company will not issue the Related Party Placement Shares and Related Party Placement Options to them.

Resolutions 3 and 4 are each ordinary resolutions.

5.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The participation of Aidan Platel and Darya Pty Ltd in the Placement pursuant to Resolutions 3 and 4 will constitute the giving of a financial benefit to related parties of the Company.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required because Aidan Platel and Darya Pty Ltd will participate in the Placement on the same terms as the Placement Participants who are not related parties of the Company. As such, the giving of the financial benefit proposed under Resolutions 3 and 4 will be on arm's length terms.

5.3 Information required by Listing Rule 10.13

The following information is provided for the purposes of Listing Rule 10.13:

• (a) The Related Party Placement Shares and Related Party Placement Options will be issued to:

• (i) Aidan Platel (or his nominees) who is a related party of the Company within the category of Listing Rule 10.11.1 by virtue of being a Director; and

• (ii) Darya Pty Ltd which entity is a related party of the Company within the category of Listing Rule 10.11.1 by virtue of being an entity controlled by the father of Aidan Platel, a Director.

• (b) The maximum number of securities the Company may issue under Resolutions 3 and 4 is as follows:

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• (i) up to 545,000 Related Party Placement Shares and 272,500 Placement Options to Aidan Platel under Resolution 3;

• (ii) up to 545,000 Related Party Placement Shares and 272,500 Placement Options to Darya Pty Ltd under Resolution 4.

• (c) The Related Party Placement Shares 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 Related Party Placement Options will each have an exercise price of $0.10 and an expiry date of 30 November 2021. Full terms and conditions of the Placement Options are set out in 0. Shares issued on exercise of the Placement Options will be fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company’s existing Shares on issue.

• (e) The Related Party Placement Shares and Related Party Placement Options may be issued no later than one month after the date of the Meeting (or such later date to the extent permitted by an ASX waiver or modification of the Listing Rules).

• (f) The Related Party Placement Shares will each be issued at $0.055 each. Funds of up to $59,950 will be raised from the issue of the Related Party Placement Shares, which will be aggregated with the funds raised under the Placement and used for the purposes set out in Section 3. No funds will be raised from the grant of the Related Party Placement Options.

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

6. Resolution 5 – Amendment to Constitution

6.1 General

The Company is currently governed by its Constitution.

Under section 136(2) of the Corporations Act, a company can modify its constitution, or a provision of its constitution, by special resolution. Accordingly, the Company seeks Shareholder approval to amend its Constitution by a special resolution of Shareholders as set out below.

A copy of the amended Constitution will be sent to Shareholders on request and will also be available for inspection at the registered office of the Company during normal business hours prior to the Meeting.

Changes to the Listing Rules that commenced on 1 December 2019 require a listed entity's constitution to contain certain provisions regarding Restricted Securities (as that term is defined in the Listing Rules) if the entity has any Restricted Securities on issue. Although the Company does not presently have any Restricted Securities on issue and does not have any present intentions to undertake a transaction which would result in the issue of Restricted Securities, the Board considers it prudent to take this opportunity to update the Constitution to ensure it complies with these new escrow requirements.

With effect from 1 December 2019, the ASX applied a two-tier escrow regime where ASX can require certain more significant holders of Restricted Securities and their controllers to execute a formal escrow agreement in the form of Appendix 9A of the Listing Rules, as was previously the case. However, for less significant holders of Restricted Securities, ASX instead permits an entity to rely on a provision in its constitution imposing appropriate escrow restrictions on the holders of Restricted Securities and to simply give a notice to such holders in the form set out in Appendix 9C of the Listing Rules, advising them of those restrictions.

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To facilitate the operation of the new two-tier escrow regime implemented by the ASX, certain changes are required to the customary provisions of constitutions of ASX-listed entities regarding Restricted Securities.

6.2 Proposed amendment

Articles 4.5(d) and 4.5(f) of the Constitution currently provide as follows:

• "(d) Except as permitted by the Listing Rules or ASX, the Company must refuse to acknowledge a disposal (including registering a transfer) of restricted securities during the escrow period for those securities.

• …

• (f) The Company may apply, or may ask ASX Settlement to apply, a holding lock (including to prevent a transfer, or to refuse to register a paper-based transfer document) where the Applicable Law permits the Company to do so."

Pursuant to Resolution 5, the Company seeks Shareholder approval to delete Articles 4.5(d) and 4.5(f) of the Constitution in their entirety and replace them with the following:

• "(d) The Company must comply with the Listing Rules in respect of restricted securities. Without limiting the Company's obligations to comply with the Listing Rules:

• (i) a holder of restricted securities must not Dispose of, or agree to offer to Dispose of, the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the ASX;

• (ii) if the restricted securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the restricted securities are to be kept on the Company's issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities;

• (iii) the Company will refuse to acknowledge any Disposal (including, without limitation, to register any transfer), of restricted securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the ASX;

• (iv) a holder of restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the ASX; and

• (v) if a holder of restricted securities breaches a restriction deed or a provision of this Constitution restricting a Disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

For the purposes of this Article 4.5(d), "Dispose" has the meaning given to that term in the Listing Rules and Disposal has a corresponding meaning.

…

• (f) Without limiting Article 4.5(d), the Company may apply, or may ask ASTC to apply, a holding lock (including to prevent a transfer, or to refuse to register a paper-based transfer document) where the Applicable Law permits the Company to do so."

Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the cast of a corporate Shareholder, by a corporate representative).

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7. Resolution 6 – Approval to grant Incentive Performance Rights to James Bahen

7.1 General

Subject to Shareholder approval, the Company wishes to grant 450,000 Incentive Performance Rights to the Company's secretary, James Bahen (or his nominees) comprising 200,000 Class A Incentive Performance Rights and 250,000 Class B Incentive Performance Rights, as long term incentives in connection with his role as Company Secretary. The Incentive Performance Rights are being granted on the same terms as the Performance Rights issued to executives and employees on 11 November 2019, save as to the applicable time based vesting conditions.

Resolution 6 seeks the required Shareholder approval to grant 450,000 Incentive Performance Rights to James Bahen (or his nominees), under and for the purposes of Listing Rule 7.1.

A summary of Listing Rule 7.1 is in Section 3.1.

Given that none of the exceptions contained in Listing Rule 7.2 apply, Shareholder approval is being sought under Listing Rule 7.1 to grant Incentive Performance Rights under Resolution 6 to preserve the Company’s 15% capacity under Listing Rule 7.1.

If Resolution 6 is passed, the Company will be able to proceed with the grant of 450,000 Incentive Performance Rights to James Bahen (or his nominees). No funds will be raised from the grant of such Incentive Performance Rights. In addition, the grant of 450,000 Incentive Performance Rights 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 6 is not passed then the Company will not be able to proceed with the grant of 450,000 Incentive Performance Rights to James Bahen (or his nominees).

Resolution 6 is an ordinary resolution.

7.2 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 6 is 450,000 Incentive Performance Rights comprising 200,000 Class A Incentive Performance Rights and 250,000 Class B Incentive Performance Rights.

• (b) The Incentive Performance Rights will be granted to James Bahen (or his nominees) who is not a related party of the Company.

• (c) The Incentive Performance Rights are convertible into Shares on a one for one basis for no consideration upon exercise by the holder on or before 11 November 2024, subject to certain vesting criteria being met. Class A Incentive Performance Rights and Class B Incentive Performance Rights vest after 12 and 24 months of service by the holder with the Company, respectively. Incentive Performance Rights vest immediately on a change of control of the Company. Full terms and conditions of the Incentive Performance Rights are set out in Schedule 2. Shares issued on exercise of the Incentive Performance Rights will be fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company’s existing Shares on issue.

• (d) The Incentive Performance Rights 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

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the Listing Rules) and it is intended that all of the Incentive Performance Rights will be granted on the same date.

• (e) The Incentive Performance Rights will be granted for nil consideration long-term incentives in connection with the role of James Bahen as the Company's secretary. Accordingly, no funds will be raised from the grant of the Incentive Performance Rights.

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

8. Definitions

$ means Australian Dollars.

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.

Class A Incentive Performance Rights and Class B Incentive Performance Rights mean a Performance Right on the terms and conditions in Schedule 2.

Company means Auroch Minerals Limited ACN 148 966 545.

Constitution means the existing constitution of the Company.

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.

Incentive Performance Rights means a Class A Incentive Performance Right or a Class B Incentive Performance Right.

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.

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

Placement Participants means various professional, institutional, sophisticated and other investors introduced by Bell Potter Securities Limited and the Company, none of whom is 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.

Related Party Placement Options has the meaning given in Section 5.1.

Related Party Placement Shares has the meaning given in Section 5.1.

Resolution means a resolution contained in this Notice.

Section means a section contained in this Explanatory Memorandum.

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

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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

1.

Entitlement

Each Placement 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 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.

8.

Options not quoted

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

9.

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.

10. Timing of issue of Shares

After an Option is validly exercised, the Company must, within 15 Business Days of 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.

11.

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.

12. 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 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.

13. 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.

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14. Adjustments for reorganisation

If there is any reorganisation 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 reorganisation at the time of the reorganisation.

15. Options not transferable

The Options are not transferrable unless with the prior consent of the Board.

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.

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Schedule 2 – Terms and Conditions of Incentive Performance Rights

1. Entitlement

Each Incentive Performance Right ( Performance Right ) will convert into a fully paid ordinary share in the capital of the Company ( Share ) for no consideration upon exercise of the Performance Right by the holder.

2. Vesting Date and Expiry Date

The Performance Rights will be granted in two tranches and will vest on the date on which the relevant vesting conditions set out below are satisfied ( Vesting Date ):

Class	Vesting Conditions
Class A New Performance Rights	12 months of continuous service by the holder with the Company
Class B New Performance Rights	24 months of continuous service by the holder with the Company

The Board of the Company shall determine (in its sole discretion) if the Vesting Conditions in the table above are satisfied. The Board may in its absolute discretion resolve to waive the applicable Vesting Condition in the following circumstances:

• (a) death of the holder;

• (b) total or permanent disability of the holder;

• (c) retirement of the holder (where the holder permanently ceases all gainful employment) or redundancy of the holder (where the employment, office or engagement of the holder is terminated due to economic, technological, structural or other organizational change and the Company no longer requires the duties and responsibilities carried out by the holder to be carried out by anyone or the Company no longer requires the position held by the holder to be held by anyone); or

• (d) any other circumstances determined by the Board (whether before or after the date of grant).

3. Expiry Date

The expiry date for each Performance Right will be 11 November 2024 ( Expiry Date ).

4. Lapse Date

A Performance Right will lapse on that date ( Lapse Date ) which is the earliest to occur of:

• (a) the Expiry Date referred to in item 3 above;

• (b) failure to meet a Vesting Condition or any other condition applicable to the Performance Right within the prescribed period (if any) or becomes incapable of satisfaction, as determined by the Board in its absolute discretion; or

• (c) the Company undergoes a Change of Control or a winding up resolution or order is made.

For the purposes of this item 4, " Change of Control " means:

• (a) a bona fide Takeover Bid (as defined in the Corporations Act) is declared unconditional and the bidder has acquired a Relevant Interest (as defined in the Corporations Act) in at least 50.1% of the Company’s issued Shares;

• (b) a court approves, under Section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (c) in any other case, a person obtains Voting Power (as defined in Section 9 of the Corporations Act) in the Company which the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.

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5. Exercise Period

A Performance Right may only be exercised at any time after the date that the applicable Vesting Condition has been satisfied and on or prior to the Lapse Date.

6. Notice of Exercise

The Performance Rights may be exercised by notice in writing to the Company ( Notice of Exercise ). Any Notice of Exercise of a Performance Right received by the Company will be deemed to be a notice of exercise of that Performance Right as at the date of receipt.

7. Shares issued on exercise

Shares issued on exercise of the Performance Rights rank equally with the then Shares of the Company.

8. Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Performance Rights within the period required by the ASX Listing Rules.

9. Participation in new issues

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

10. Adjustment for bonus issues

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) the number of securities which must be issued on the exercise of a Performance Right will be increased by the number of securities which the Performance Rights holder would have received if the Performance Rights holder had exercised the Performance Rights before the record date for the bonus issue.

11.

Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the number of Shares which must be issued on the exercise of the Performance Rights.

12. Adjustments for reorganisation

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

13. Quotation of Performance Rights

The Company will not apply to ASX for quotation of the Performance Rights.

14.

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 Performance Rights.

15. Performance Rights not transferable

The Performance Rights are not transferable.

16. Deferred Taxation

Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Performance Rights.

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