ORE RESOURCES LIMITED — Share Issue/Capital Change 2014

Jan 16, 2014

AUROCH MINERALS NL

ACN 148 966 545

NOTICE OF MEETING OF THE CONSIDERATION SHAREHOLDER

A Meeting of the Consideration Shareholder will be held at the Amberley Business Centre, 3/1060 Hay Street, West Perth WA 6005 on 19 February 2014 at 9:30am (WST).

This Notice of Meeting should be read in its entirety. If the Consideration Shareholder is in doubt as to how it should vote, it should seek advice from its accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on

(08) 9486 4036.

1

AUROCH MINERALS NL ACN 148 966 545

NOTICE OF MEETING

Notice is hereby given that a meeting of the Consideration Shareholder of Auroch Minerals NL ( Company ) will be held at the Amberley Business Centre, 3/1060 Hay Street, West Perth WA 6005 on 19 February 2014 at 9:30am (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 holders of Consideration Shares on 17 February 2014 at 5.00pm (WST). As at the date of this Notice, all of the Consideration Shares are held by Pan African. As the Consideration Shares are not currently transferable (they are subject to ASX imposed escrow), Pan African will be the only person eligible to vote at the Meeting.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 4.

AGENDA

1. Resolution 1 – Selective Capital Reduction

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

“That, subject to the approval of the special resolution set out as Resolution 1 in the Notice of General Meeting of Shareholders, pursuant to section 256C(2) of the Corporations Act, and for all other purposes, approval is given by the Consideration Shareholder for the Company to make a selective reduction of capital and cancel a total of 25,000,000 Consideration Shares on the terms and conditions set out in the Explanatory Memorandum”.

Dated 16 January 2014

BY ORDER OF THE BOARD

Matthew Foy Company Secretary

2

AUROCH MINERALS NL ACN 148 966 545

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of the Consideration Shareholder in connection with the business to be conducted at the Meeting to be held at the Amberley Business Centre, 3/1060 Hay Street, West Perth WA 6005 on 19 February 2014 at 9:30am (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 the Consideration Shareholder in deciding whether or not to pass the Resolution set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by the Consideration Shareholder

The Consideration Shareholder should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolution.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by the Consideration Shareholder if it wishes to appoint a representative (a 'proxy') to vote in their place. The Consideration Shareholder is invited and encouraged to attend the Meeting or, if it is 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 the Consideration 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

3. Selective Capital Reduction

3.1 Background

The Consideration Shares were issued to Pan African in two tranches (on or about 11 January 2013 and 30 April 2013) as part consideration for the acquisition by Auroch Mozambique of Pan African's shares and quotas in Mistral Resource Development Corporation and Explorator Limitada in accordance with the Acquisition Agreement. Shareholder approval for the issue of the Consideration Shares was obtained on 2 November 2012 and 4 April 2013.

The obligations of the Company and Auroch Mozambique remaining under the Acquisition Agreement are the following:

• (a) the payment of $2,000,000 cash consideration ( Cash Consideration ) to Pan African by no later than 11 July 2014;

• (b) the payment of up to $4,000,000 (in four $1,000,000 tranches) to Pan African upon the achievement of certain milestones ( Deferred Cash Consideration ); and

• (c) the issue of up to 71,666,668 Shares (in aggregate) to Pan African upon the achievement of certain milestones ( Deferred Consideration Shares ),

subject to an $80,000,000 cap on the total value of the Deferred Cash Consideration and Deferred Consideration Shares.

Subsequent to the Acquisition Agreement, the Company and Pan African entered into a letter deed on 23 November 2013 whereby it was agreed that the Consideration Shares would be cancelled and the obligations to pay the Deferred Cash Consideration and issue the Deferred Consideration Shares would be extinguished ( Letter Deed ). The material terms of the Letter Deed are as follows:

• (a) Auroch Mozambique will pay the Cash Consideration by no later than 1 March 2014 ( Payment Date ). As at the date of this Notice, the Company has paid Pan African $150,000 as a non-refundable initial payment in part satisfaction of the Cash Consideration;

• (b) Auroch Mozambique may extend the Payment Date by up to two months by paying Pan African the non-refundable sum of $50,000 per month of extension prior to the Payment Date (as extended). Any sums paid for extension of the Payment Date will be in part satisfaction of the Cash Consideration;

• (c) any proceeds that the Company may receive as a result of any capital raising exercise undertaken by the Company prior to the Payment Date shall be used to discharge Auroch Mozambique's obligation to pay the Cash Consideration;

• (d) subject to payment of the of the Cash Consideration by the Payment Date (as extended, if applicable):

• (i) the Consideration Shares will be cancelled by the Company in accordance with section 256C of the Corporations Act; and

• (ii) the Company will no longer have any obligation to pay the Deferred Cash Consideration or issue the Deferred Consideration Shares under the Acquisition Agreement;

4

• (e) no consideration will be provided to Pan African in respect of the cancellation of the Consideration Shares;

• (f) Pan African irrevocably agrees to do all things necessary to give effect to the cancellation, including providing any approvals or consents, executing any agreements and to the extent necessary voting in favour of any required resolutions; and

• (g) if the Cash Consideration is not paid by the Payment Date (as extended) then:

• (i) the Acquisition Agreement remains unvaried, including the obligations in respect of payment of the Cash Consideration, the payment of the Deferred Cash Consideration and the issue of the Deferred Consideration Shares;

• (ii) the Consideration Shares are not liable to be cancelled; and

• (iii) the Letter Deed terminates and the parties will cease to have any rights or obligations under the Letter Deed.

Accordingly, Resolution 1 seeks approval of the Consideration Shareholder for the reduction of capital by way of the cancellation of the Consideration Shares held by Pan African.

3.2

Corporations Act

The Corporations Act provides that the rules relating to a reduction of share capital are designed to protect the interests of shareholders and creditors by:

• (a) addressing the risk of the transaction leading to the Company’s solvency;

• (b) seeking to ensure fairness between the shareholders of the Company; and

• (c) requiring the Company to disclose all material information.

Further, section 256B of the Corporations Act provides that a Company may only reduce its capital if:

• (a) it is fair and reasonable to the shareholders as a whole;

• (b) it does not materially prejudice the Company’s ability to pay its creditors (although this paragraph does not apply to a cancellation of a share for no consideration); and

• (c) it is approved by shareholders in accordance with section 256C of the Corporations Act.

The Directors believe that the capital reduction as proposed is fair and reasonable to Shareholders for the reasons set out in this Explanatory Memorandum. Further, the Directors believe that it is appropriate that the Consideration Shares be cancelled in the circumstances.

In accordance with section 256C(2) of the Corporations Act, a selective reduction of capital must be approved by either:

• (a) a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction, or whose liability to pay amounts unpaid on shares is to be reduced, or by their associates; or

5

• (b) a resolution agreed to, at a general meeting, by all ordinary shareholders (i.e. unanimous approval).

The term “no votes being cast” is intended to operate in a similar way to the way in which voting exclusion statements operate in the context of the ASX Listing Rules.

If the reduction of capital involves the cancellation of shares, the reduction must also be approved by a special resolution passed at a meeting of the shareholders whose shares are to be cancelled.

Section 256C(4) of the Corporations Act requires that the Company must include with the Notice a statement setting out all information known to the Company that is material to the decision on how to vote on Resolution 1. However, the Company does not have to disclose information if it would be unreasonable to require the Company to do so because the Company had previously disclosed the information to the Consideration Shareholder.

The capital reduction will proceed only if the following resolutions are passed:

• (a) Resolution 1 of the above Notice; and

• (b) Resolution 1 of the Notice of General Meeting of Shareholders.

Accordingly:

• (a) Resolution 1 of the Notice above must be passed by Pan African (which holds 100% of the Consideration Shares). Pan African has agreed to pass Resolution 1 under the terms of the Letter Deed; and

• (b) Resolution 1 of the Notice of General Meeting of Shareholders must be passed by at least 75% of the votes cast by Shareholders present and entitled to vote on the Resolution.

If:

• (a) Resolution 1 of the above Notice; and/or

• (b) Resolution 1 of the Notice of General Meeting of Shareholders,

is not passed (or the Cash Consideration is not paid to Pan African by the Payment Date (as extended, if applicable)), the Consideration Shares will not be cancelled and Pan African will remain as the holder of the Consideration Shares in the Company.

3.3 Summary of and Effect of Proposed Selective Capital Reduction

The overall effect of the selective capital reduction and cancellation of the Consideration Shares is as follows:

Capital Structurebeforeselective reduction of capital and cancellation of the Consideration Shares	Capital Structurebeforeselective reduction of capital and cancellation of the Consideration Shares	Fully Paid Shares: 59,492,515 Partly Paid Shares: 21,800,000
Capital Structureafterselective reduction of capital and cancellation of the Consideration Shares		Fully Paid Shares: 34,492,515

6

Partly Paid Shares: 21,800,000

The Consideration Shares the subject of the selective capital reduction and cancellation are fully paid ordinary shares and therefore carry voting rights at general meetings of Shareholders. Accordingly, if the selective reduction of capital and cancellation of the Consideration Shares proceeds, it will increase the voting power of ordinary Shareholders (other than Pan African).

3.4

Directors’ Recommendation

The Directors believe that the proposed capital reduction and cancellation of the Consideration Shares (together with the other changes to the Acquisition Agreement) is in the best interests of the Company as it will result in a much simpler capital structure, which will enable the Company to raise the appropriate funding to pay the Cash Consideration and to grow the business going forward. For this reason, the Directors recommend that the Consideration Shareholder vote in favour of the capital reduction and cancellation.

3.5

Timetable

The meeting of Shareholders convened by the Notice of General Meeting of Shareholders will be held immediately after the Meeting.

Once the Resolution has been passed at the Meeting and resolution 1 has been passed at the meeting of Shareholders convened by the Notice of General Meeting of Shareholders, the Company will not make the reduction of capital or cancel the Consideration Shares until at least 14 days after lodgement of the Resolutions with ASIC.

The Cash Consideration must be paid to Pan African before the Company can make the reduction of capital and cancel the Consideration Shares (refer to Section 3.1).

3.6

Other Material Information

There is no information material to the making of a decision by the Consideration Shareholder whether or not to approve Resolution 1, being information that is known to the Company and which has not been previously disclosed to the Consideration Shareholder, other than as disclosed in this Explanatory Memorandum.

4. Definitions

In this Notice, Explanatory Memorandum and Proxy Form:

$ means Australian Dollars.

Acquisition Agreement means the share sale and purchase agreement between the Company, Auroch Mozambique and Pan African dated on or about 27 August 2012 and includes any variation thereof.

ASIC means Australian Securities and Investments Commission.

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

Auroch Mozambique means Auroch Minerals Mozambique Pty Ltd ACN 159 952 084, a wholly owned subsidiary of the Company.

7

Board means the board of Directors.

Cash Consideration has the meaning given in Section 3.1.

Company means Auroch Minerals NL ACN 148 966 545 (formerly Terranova Minerals NL).

Consideration Shares means 25,000,000 Shares issued to Pan African in accordance with the Acquisition Agreement.

Corporations Act means the Corporations Act 2001 (Cth).

Deferred Cash Consideration has the meaning given in Section 3.1.

Deferred Consideration Shares has the meaning given in Section 3.1.

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Letter Deed has the meaning given in Section 3.1.

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.

Notice of General Meeting of Shareholders means the notice of general meeting of Shareholders dated on or about the date of this Notice.

Pan African or Consideration Shareholder means Pan African Resources PLC, a company incorporated and registered in England and Wales under the Companies Act 1985 with registered company number 3937466.

Payment Date has the meaning given in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

Resolution means the resolution contained in this Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Share means an 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, Western Australia.

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

8

AUROCH MINERALS NL ACN 148 966 545

P R O X Y F O R M

The Company Secretary Auroch Minerals NL

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

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We[1] ______________

of _________________

being the Consideration Shareholder of the Company and entitled to

---

votes in the Company, hereby appoint:

The Chairman of the  OR if you are NOT appointing the Chairman of the Meeting (mark box) Meeting as your proxy, please write the name and address of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally on my/our behalf at the Meeting to be held at the Amberley Business Centre, 3/1060 Hay Street, West Perth WA 6005 on 19 February 2014 at 9:30am (WST) and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit, except for as set out below).

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting.

Please read the voting instructions overleaf before marking any boxes with an  .

Step 2 – Instructions as to Voting on Resolution

INSTRUCTIONS AS TO VOTING ON RESOLUTION

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Resolution 1 Selective Capital Reduction

Authorised signature/s

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

• If you mark the Abstain box for the Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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

Individual or Shareholder 1 Shareholder 2 Sole Director and Sole Company Secretary Director _____ ______ Contact Name Contact Daytime Telephone 1Insert name and address of Shareholder	Shareholder 3
	Director/Company Secretary _______ Date

9

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at the Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at the Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided: Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the address below no later than 48 hours prior to the time of commencement of the Meeting (WST).

Hand deliveries : Office J, Level 2 1139 Hay Street WEST PERTH WA 6005 Postal address: PO Box 7653 Cloisters Square PERTH WA 6850 Facsimile: (08) 9486 4799 if faxed from within Australia or + 61 8 9486 4799 if faxed from outside Australia.

10