ORE RESOURCES LIMITED - Share Issue/Capital Change 2020

AUROCH MINERALS LIMITED

ACN 148 966 545

PROSPECTUS

For an offer of up to 1,000 Shares each at an issue price of $0.15

THIS PROSPECTUS IS BEING ISSUED UNDER SECTION 708A(11) OF THE CORPORATIONS ACT FOR THE PURPOSE OF FACILITATING SECONDARY TRADING OF THE RELATED PARTY SHARES

THE OFFER CLOSES AT 5.00PM AWST ON 4 DECEMBER 2020

VALID APPLICATION FORMS MUST BE RECEIVED BEFORE THAT TIME.

Please read the instructions in this Prospectus and on the accompanying Application Form prior to applying for Shares under the Offer.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY.

THE SHARES OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE. IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

IMPORTANT INFORMATION

This Prospectus is dated 3 December 2020 and was lodged with ASIC on that date. ASIC and ASX take no responsibility for the contents of this Prospectus.

No Shares will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

A copy of this Prospectus is available for inspection at the registered office of the Company at Suite 6, 295 Rokeby Road, 6008, Subiaco WA 6008 during normal business hours. The Company will also provide copies of other documents on request (see Section 4.3).

The Company will apply to ASX within 7 days of the date of this Prospectus for Official Quotation by ASX of the Shares offered by this Prospectus.

The Shares offered by this Prospectus should be considered speculative. Please refer to Section 2 for details relating to investment risks.

The Prospectus will be made available in electronic form. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and the Application Form (free of charge) from the Company's principal place of business by contacting the Company. The Offer contemplated by this Prospectus is only available in electronic form to persons receiving an electronic version of this Prospectus within Australia.

Applications for Shares will only be accepted on an Application Form which is attached to, or provided by the Company with a copy of this Prospectus either in paper or electronic form. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by a complete and unaltered copy of this Prospectus.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

No action has been taken to permit the offer of Shares under this Prospectus in any jurisdiction other than Australia.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This document is important and should be read in its entirety before deciding to participate in the Offer. This document does not take into account the investment objectives, financial or taxation or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to their particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult their stockbroker, solicitor, accountant or other professional adviser without delay. Some of the risk factors that should be considered by potential investors are outlined in Section 2.

By returning an Application Form, you acknowledge that you have received and read this Prospectus and you have acted in accordance with the terms of the Offer detailed in this Prospectus.

Definitions of certain terms used in this Prospectus are contained in Section 6. All references to currency are to Australian dollars and all references to time are to WST, unless otherwise indicated. Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

CORPORATE DIRECTORY

Directors

Mr Edward Mason Mr Aidan Platel Mr Michael Edwards

Company Secretary

Mr James Bahen

Share Registry*

Automic Registry Services Level 2, 267 St Georges Terrace Perth WA 6000

Telephone: 1300 288 644 (within Australia) +61 2 9698 5414 (outside Australia) Facsimile: +61 2 8583 3040

Registered Office

Suite 6 295 Rokeby Road Subiaco WA 6008 Telephone: +61 8 6555 2950 Facsimile: +61 8 6166 0261

Solicitors to the Company

GTP Legal 68 Aberdeen Street NORTHBRIDGE WA 6003

ASX Code: AOU

Website: www.aurochminerals.com

*This entity has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. Its name is included for information purposes only.

Page No

INDEX

Clause	Page No
IMPORTANT INFORMATION ................................................................................................... 2
CORPORATE DIRECTORY ........................................................................................................ 3
1.	Details of the Offer ................................................................................................... 5
2.	Risk Factors .............................................................................................................. 9
3.	Financial Information .............................................................................................. 13
4.	Additional information ........................................................................................... 16
5.	Authorisation ......................................................................................................... 22
6.	Glossary of Terms ................................................................................................... 23

1. Details of the Offer

1.1 The Offer

The Company is offering pursuant to this Prospectus 1,000 Shares each at an issue price of $0.15 ( Offer ).

The Offer is not underwritten.

Refer to Section 4.1 for a summary of the rights attaching to the Shares.

1.2 Purpose of the Offer

On 28 February 2020, the Company announced a placement of 19,317,344 Shares each at an issue price of $0.055 together with 9,658,672 Options on the basis of one free attaching Option for every two Shares subscribed for to raise $1,062,454 before costs ( March Placement ).

In March and April 2020, the Company completed the March Placement and the placement securities were issued to either "Sophisticated Investors" or "Professional Investors" or pursuant to “small scale offerings” within the meaning of sections 708(8), 708(11) and 708(1) of the Corporations Act.

The funds raised under the March Placement have been used to fund the Company's high-grade nickel sulphide exploration activities at the Saints and Leister Nickel Projects and for general working capital purposes.

Of the Shares issued under the March Placement, 1,090,000 Shares ( Related Party Shares ) were issued following Shareholder approval to related parties of the Company comprising Managing Director, Aidan Platel and Darya Pty Ltd, an entity controlled by Aidan Platel's father.

This Prospectus has been issued to facilitate secondary trading of the Related Party Shares as they were issued without disclosure to investors under Part 6D.2 of the Corporations Act. A prospectus is required under the Corporations Act to enable persons who were issued the Related Party Shares to on-sell the Related Party Shares within 12 months of their issue. The Company did not issue the Related Party Shares with the purpose of the persons to whom they were issued selling or transferring their securities, or granting, issuing or transferring interests in those securities within 12 months of the issue but this Prospectus provides them the ability to do so should they wish.

Accordingly, the purpose of this Prospectus is to:

(a) make the Offer; and
(b) ensure that the on-sale of the Related Party Shares does not breach Section 707(3) of the Corporations Act by relying on the exemption to the secondary trading provisions in Section 708A(11) of the Corporations Act.

1.3 Opening and Closing Dates

The Company will accept Application Forms from the date of this Prospectus until 5.00pm AWST on the Closing Date, being Friday, 4 December 2020, or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules.

1.4 Minimum subscription

There is no minimum amount sought to be raised by the Offer. If the Offer is fully subscribed, the Offer will raise approximately $150 (before costs of the Offer). The Company will proceed to issue the Shares if a lesser amount is raised and irrespective of the amount raised. The Company intends to issue the Shares progressively as Applications are received and in any event, will issue all Shares as soon as possible after the Closing Date.

There is no provision for oversubscriptions.

1.5 Application Forms

If you wish to subscribe for Shares pursuant to the Offer, you should complete and return the Application Form, which will be provided with a copy of this Prospectus by the Company at the Board's discretion, in accordance with the instructions in the Application Form. Completed Application Forms and Application Monies must be received by the Company prior to 5.00pm AWST on the Closing Date. Cheques must be made payable to “Auroch Minerals Ltd – Application Account” and crossed “Not Negotiable”. All cheques must be in Australian currency. Application Forms must be received by the Company prior to 5.00pm (AWST) on the Closing Date. Application Forms should be mailed or delivered to Auroch Minerals Ltd, Suite 6, 295 Rokeby Road, Subiaco WA 6008.

If you are in doubt as to the course of action, you should consult your professional advisor.

Acceptance of a completed Application Form by the Company creates a legally binding contract between the Applicant and the Company for the number of Shares accepted by the Company. The Application Form does not need to be signed to be a binding application for of Shares.

If the Application Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the application as valid and how to construe, amend or complete the Application Form is final.

1.6 Issue and dispatch

The Company may issue the Shares progressively as Applications are received.

Shareholder statements will be dispatched as soon as possible after the issue of the Shares.

It is the responsibility of Applicants to determine their allocation prior to trading in the Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk.

1.7 Application Monies held on trust

All Application Monies received for the Shares will be held in trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the Shares are issued. All Application Monies will be returned (without interest) if the Shares are not issued.

1.8 ASX quotation

Application will be made to ASX no later than 7 days after the date of this Prospectus for the Official Quotation of the Shares. If permission is not granted by ASX for the Official Quotation of the Shares offered by this Prospectus within 3 months after the date of this Prospectus (or such period as ASX allows), the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

1.9 CHESS

The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Operation Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Shares.

If you are broker sponsored, ASTC will send you a CHESS statement.

The CHESS statement will set out the number of Shares issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Shares.

If you are registered on the Issuer Sponsored subregister, your statement will be dispatched by the Share Registry and will contain the number of Shares issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time, however, a charge may be made for additional statements.

1.10 Residents outside Australia

This Prospectus, and the accompanying Application Form, do not, and are not intended to, constitute an offer of Shares in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus or the Shares. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

1.11 Risk factors

An investment in Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are in Section 2.

1.12 Taxation implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for Shares under this Prospectus.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with subscribing for Shares under this Prospectus.

1.13 Major activities and financial information

A summary of the major activities and financial information relating to the Company for the financial year ended 30 June 2020 is in the Annual Report which was lodged with ASX on 16 September 2020 and is available at www.asx.com.au.

The Company's continuous disclosure notices (i.e. ASX announcements) since 16 September 2020 are listed in Section 4.3.

Copies of these documents are available free of charge from the Company. Directors strongly recommend that Shareholders review these and all other announcements prior to deciding whether or not to participate in the Offer.

1.14 Enquiries concerning Prospectus

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on +61 8 6555 2950.

1.15 Privacy

The Company collects information about each Applicant provided on an Application Form for the purposes of processing the application and, if the application is successful, to administer the Applicant’s security holding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Application Form, the Company may not be able to accept or process your application.

An Applicant has an entitlement to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

2. Risk Factors

Activities in the Company and its controlled entities, as in any business, are subject to risks, which may impact on the Company’s future performance. The Company and its controlled entities have implemented appropriate strategies, actions, systems and safeguards for known risks, however, some are outside its control.

The Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors associated with an investment in the Company. Shareholders should carefully consider the following factors in addition to the other information presented in this Prospectus.

The principal risks include, but are not limited to, the following:

2.1 Specific Risks associated with the Company

(a) Exploration and operating

The mineral exploration licences and prospecting licences comprising the Company's projects ( Projects ) are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that future exploration of these licences, or any other mineral licences that may be acquired in the future, will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns or adverse weather conditions, unanticipated operational and technical difficulties, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant, equipment and staff, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company being able to maintain title to the mineral exploration licences and prospecting licences comprising the Projects and obtaining all required approvals for their contemplated activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of the Company and possible relinquishment of one or more of the mineral exploration licences or prospecting licences comprising the Projects.

(b) Tenure

Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted tenements is subject to compliance with the applicable mining legislation and regulations and the discretion of the relevant mining authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure budgeted for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenement for reasons beyond the control of the Company could be significant.

2.2 Mineral Industry Risks

(a) Exploration and Development Risks

Mineral exploration, development and mining are high-risk enterprises, only occasionally providing high rewards. In addition to the normal competition for prospective ground, and the high average costs of discovery of an economic deposit, factors such as demand for commodities, stock market fluctuations affecting access to new capital, sovereign risk, environmental issues, labour disruption, project financing difficulties, foreign currency fluctuations and technical problems all affect the ability of a company to profit from any discovery.

The quantities and grades included in the mineral resource statements are estimates and may not prove to be an accurate indication of the quantity or grade of nickel that has been identified or that the Company will be able to extract. No assurance can be given that any particular level of recovery from mineral resources or reserves will in fact be realised or that an identified mineral resource will ever qualify as commercially viable which can be legally and economically exploited

There is no assurance that exploration of the Company’s mineral interests, or any other projects that may be acquired by the Company in the future, will result in the discovery of an economically viable mineral deposit. Even if an apparently viable mineral deposit is identified, there is no guarantee that it can be profitably exploited.

(b) Operational Risks

The operations of the Company may be affected by various factors including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration or mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, fire, explosions and other incidents beyond the control of the Company.

These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. While the Company currently intends to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims.

(c)

Commodity Price Volatility and Foreign Exchange Risk

In the event that the Company achieves exploration success leading to production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price risks.

Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for nickel, forward selling by producers, and production cost levels in major metal-producing regions.

Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, the commodity as well as general global economic conditions. These factors may have an adverse

effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

(d) Dependence on key personnel

The Company is reliant on a number of key personnel employed by the Company. Loss of such personnel may have a materially adverse impact on the performance of the Company. While there can be no assurance given as to the continued availability of such key personnel, the Company has put in place employment contracts and equity participation programmes with senior executives to incentivise them.

(e) Environmental Risks

Exploration and mining is an industry that has become subject to increasing environmental responsibility and liability. The potential for liability is an ever present risk. Future legislation and regulations governing nickel production may impose significant environmental obligations on the Company in relation to nickel mining. The operations and proposed activities of the Company are subject to regulations concerning the environment. The Government and other authorities that administer and enforce environmental laws determine these requirements. As with all exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if mine development proceeds. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws.

The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits.

Although the Company believes that it is in compliance in all material respects with all applicable environmental laws and regulations, there are certain risks inherent to its activities, such as accidental spills, leakages or other unforeseen circumstances, which could subject the Company to extensive liability.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company's business, financial condition and results of operations.

2.3 General Risks

(a) COVID-19 risk

The outbreak of the novel coronavirus disease (COVID-19) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains unknown. The Company’s Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company’s operations and are likely to be beyond the control of the Company.

The Directors are monitoring the situation closely and have considered the impact of COVID-19 on the Company’s business and financial performance. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain. If any of these impacts appear material prior to close of the Offer, the Company will notify investors under a supplementary prospectus.

(b) Economic Risk

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company, industrial disruption and the rate of growth of gross domestic product in Australia and other jurisdictions in which the Company may acquire mineral assets.

(c) Future Capital Needs and Additional Funding

The future capital requirements of the Company will depend on many factors including the results of future exploration and business development activities. The Company believes its available cash and resources following the Offer should be adequate to fund its exploration work programme, business development activities and other Company objectives.

Should the Company require additional funding there can be no assurance that additional financing will be available on acceptable terms, or at all. Any inability to obtain additional finance, if required, would have a material adverse effect on the Company’s business and its financial condition and performance.

(d) Changes in Government Policies and Legislation

Any material adverse changes in government policies or legislation of Australia or any other country that the Company may acquire economic interests in may affect the viability and profitability of the Company.

2.4 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares. Potential investors should consider that the investment in the Company is speculative and should consult their professional adviser before deciding whether to apply for Shares pursuant to this Prospectus.

3. Financial Information

3.1 Capital Structure on completion of the Offer

Balance at the date of this Prospectus To be issued under the Offer Balance after the Offer (if fully subscribed)	Shares Unlisted Options Performance Rights Performance Shares 246,075,506 58,680,827(1) 6,400,000 12,000,000 1,000 0 0 0
	246,076,506 58,680,827 6,400,000 12,000,000

(1) Options on issue comprise: (i) 51,930,827 Unlisted Options exercisable at $0.10 on or before 30 November 2021;
(ii) 3,250,000 Unlisted Class A Incentive Options exercisable at $0.16 on or before 03 September 2023; and (iii) 3,500,000 Unlisted Class B Incentive Options exercisable at $0.20 on or before 03 September 2023.
(2) Performance Rights on issue comprise:
(i) 1,250,000 Performance Rights;
(ii) 2,725,000 Class A Performance Rights; and
(iii) 2,425,000 Class B Performance Rights.
(3) Performance Shares on issue comprise: (i) 6,400,000 Class A Performance Shares;
(ii) 2,300,000 Class B Performance Shares;
(iii) 2,300,000 Class C Performance Shares; and
(iv) 1,000,000 Class D Performance Shares.

3.2 Pro forma statement of financial position

	31 October 2020 Unaudited $ Subsequent Event/Proforma Adjustments $	Total Post Adjustment $
ASSETS Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non-current Assets Property, plant and equipment Mineral exploration and evaluation expenditure Total Non-current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Total Current Liabilities TOTAL LIABILITIES	4,973,849 772,263 205,231 -	5,746,112 205,231
	5,179,080 772,263	5,951,343
	48,145 - 8,054,729 -	48,145 8,054,729
	8,102,874 -	8,102,874
	13,281,954 772,263	14,054,217
	250,420 -	250,420
	250,420 -	250,420
	250,420 -	250,420

NET ASSETS EQUITY Contributed equity Reserves Accumulated losses TOTAL EQUITY	13,031,534 772,263 13,803,797
	20,789,230 778,469 21,567,699 1,434,502 - 1,434,502 (9,192,198) (6,206) (9,198,403)
	13,031,534 772,263 13,803,797

Basis of Preparation

The above pro forma statement of financial position has been prepared in accordance with the ASIC Regulatory Guide to Disclosing Pro-Forma Financial Information.

The statement of financial position as at 31 October 2020 has been prepared using unaudited management accounts to provide Shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

The pro forma statement of financial position is based on the unaudited statement of financial position as at 31 October 2020 and has then been adjusted to reflect the following material transactions.

Pro-forma Adjustments

Increase in cash of $772,263 comprising:
(a) cash received during the month of November for the exercise of Options totalling $778,319;
(b) expected cash raised from gross proceeds of the Offer of $150 assuming the maximum subscription; and
(c) less expected costs of the Offer of $6,206.
Increase in contributed equity for the issue of:
(a) 7,783,190 Shares upon the exercise of unlisted Options; and
(b) 1,000 Shares at an issue price of $0.15 each pursuant to the Offer.

3.3 Market price of Shares

The highest and lowest market sale prices of the Company’s Shares during the three-month period prior to the date of lodgement of this Prospectus with ASIC were:

Highest: $0.265 per Share on 11 November 2020. Lowest: $0.066 per Share on 7 October 2020.

The last available market sale price of Shares on ASX prior to the date of this Prospectus was $0.15 per Share on 2 December 2020.

3.4 Dividend policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

4. Additional information

4.1 Rights attaching to Shares

A summary of the rights attaching to Shares in the Company is set out below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution will be provided by the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to Shares in specific circumstances, the Shareholder should seek legal advice.

(a) Voting

At a general meeting, on a show of hands every Shareholder present in person has one vote. At the taking of a poll, every Shareholder present in person or by proxy and whose Shares are fully paid has one vote for each of his or her Shares. On a poll, the holder of a partly paid share has a fraction of a vote with respect to the Share. The fraction is equivalent to the proportion which the amount paid (not credited) bears to the total amount paid and payable (excluding amounts credited).

(b) General Meetings

Each Shareholder is entitled to receive notice of, attend and vote at general meetings of the Company and to receive all notices, financial statements and other documents required to be sent to Shareholders under the Constitution, the Corporations Act and the Listing Rules.

(c) Dividends

The Directors may pay to Shareholders any interim and final dividends as, in the Directors' judgement, the financial position of the Company justifies. The Directors may fix the amount, the record date for determining eligibility and the method of payment. All dividends must be paid to the Shareholders in proportion to the number of, and the amount paid on (no credited), the Shares held.

(d) Transfer of Shares

Generally, all Shares in the Company are freely transferable subject to the procedural requirements of the Constitution, and to the provisions of the Corporations Act, the Listing Rules and the ASX Operating Rules. The Directors may decline to register an instrument of transfer received where the transfer is not in registrable form or where refusal is permitted under the Listing Rules or the ASX Operating Rules. If the Directors decline to register a transfer the Company must give reasons for the refusal. The Directors must decline to register a transfer when required by the Corporations Act, the Listing Rules or the ASX Operating Rules.

(e) Variation of Rights

The Company may only modify or vary the rights attaching to any class of shares with the prior approval by a special resolution of the shareholders of the shares of that class, or with the written consent of the holders of at least three-quarters of the issued shares of that class.

(f) Directors

The minimum number of Directors is three. Currently, there are three Directors. Directors, other than the managing Director, must retire on a rotational basis so that one-third of

Directors must retire at each annual general meeting. No Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment. The Directors may appoint a director either in addition to existing Directors or to fill a casual vacancy, who then holds office until the next general meeting.

(g) Decisions of Directors

Questions arising at a meeting of Directors are decided by a majority of votes. The Chairman has a casting vote.

(h) Issue of Further Shares

Subject to the Constitution, the Corporations Act and the Listing Rules, the Directors may issue, or grant options in respect of, Shares to such persons on such terms as they think fit. In particular, the Directors may issue preference shares, including redeemable preference shares, and may issue shares with preferred, deferred or special rights or restrictions in relation to dividends, voting, return of capital and participation in surplus on winding up.

(i) Alteration to the Constitution

The Constitution can only be amended by a special resolution passed by at least 75% of Shareholders present and voting at a general meeting. At least 28 days' notice of the intention to propose the special resolution must be given.

(j) ASX Listing Rules Prevail

To the extent that there are any inconsistencies between the Constitution and the Listing Rules, the Listing Rules prevail.

4.2 Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the securities market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Shares.

The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a Directors' statement and report, and an audit review or report.

Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 4.3 below).

4.3 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it during the period of the issue, a copy of:

(a) the Annual Report of the Company for the year ended 30 June 2020, being the last financial year for which an annual financial report has been lodged with ASIC in relation to the Company before the issue of this Prospectus; and

(b) the following continuous disclosure notices given by the Company to notify ASX of information relating to the Company during the period from the date of lodgement of the Annual Report referred to in paragraph (a) and before the date of issue of this Prospectus are as follows.

Date Lodged Subject of Announcement 01/12/2020 High-Grade Massive Nickel Sulphides Confirmed at the Horn 30/11/2020 Trading Halt 23/11/2020 Cleansing Statement and Appendix 2A 18/11/2020 Further Massive Nickel Sulphides Intersected at the Horn 16/11/2020 Letter to Shareholders - Annual General Meeting 16/11/2020 Notice of Annual General Meeting/Proxy Form 16/11/2020 Change of Date of AGM 13/11/2020 Change in substantial holding 11/11/2020 Cleansing Statement and Appendix 2A 11/11/2020 Diamond Drilling Intersects Massive Ni Sulphides at the Horn 11/11/2020 Proposed issue of Securities - AOU 11/11/2020 Auroch to acquire High-Grade Nepean Nickel Project 10/11/2020 Investor Q&A Webinar 09/11/2020 Trading Halt 27/10/2020 Priority Diamond Drilling to Commence at Leinster Ni Project 20/10/2020 Quarterly Activities Report 20/10/2020 Quarterly Cashflow Report 16/10/2020 Surface Copper Sampling Programme Commences at Arden Project 16/10/2020 Appendix 3G 13/10/2020 DHEM Identifies Drill Target at the Valdez Nickel Prospect 06/10/2020 Becoming a substantial holder 06/10/2020 Australian Nickel Conference Presentation – October 2020 05/10/2020 Change in substantial holding 02/10/2020 Appendix 2A and Cleansing Notice 30/09/2020 Date of AGM and Closing Date for Director Nominations 25/09/2020 Proposed issue of Securities - AOU 25/09/2020 $2.9M over-subscribed Placement 23/09/2020 Trading Halt 22/09/2020 Drilling commences at Firefly & Sinclair North Ni Prospects 22/09/2020 Change in substantial holding 16/09/2020 Appendix 4G & Corporate Governance Statement

The following documents are available for inspection throughout the application period of this Prospectus during normal business hours at the registered office of the Company at Suite 6, 295 Rokeby Road, Subiaco WA 6008.

(a) this Prospectus;
(b) Constitution; and
(c) the consents referred to in Section 4.13 and the consents provided by the Directors to the issue of this Prospectus.

4.4 Information excluded from continuous disclosure notices

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules, and which is required to be set out in this Prospectus.

4.5 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Shares under this Prospectus.

4.6 Directors' interests

(a) Interests

Other than as set out in this Prospectus, no Director has, or had within two years before lodgement of this Prospectus with ASIC, any interest in:

(i) the formation or promotion of the Company;
(ii) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the Offer; or
(iii) the Offer,

and the Company has not paid any amount or provided any benefit, or agreed to do so, to any Director, either to induce that Director to become, or to qualify them as a director of the Company, or otherwise, for services rendered by them in connection with the formation or promotion of the Company or the Offer.

(b) Directors’ Holdings

Set out in the table below are details of Directors’ relevant interests in the securities of the Company at the date of this Prospectus:

Director	No. of Shares Held	No. of Options Held	No. of Performance Rights Held
Aidan Platel	2,620,000	8,214,150(1)	2,250,000(2)
Michael Edwards	0	0	800,000(3)
Edward Mason	0	0	800,000(4)

(1) Comprising:

(i) 1,464,150 Unlisted Options exercisable at $0.10 on or before 30 November 2021;

(ii) 3,250,000 Unlisted Class A Incentive Options exercisable at $0.16 on or before 03 September 2023; and (iii) 3,500,000 Unlisted Class B Incentive Options exercisable at $0.20 on or before 03 September 2023.

(2) Comprising 1,125,000 Class A Performance Rights and 1,125,000 Class B Performance Rights.
(3) Comprising 400,000 Class A Performance Rights and 400,000 Class B Performance Rights.
(4) Comprising 400,000 Class A Performance Rights and 400,000 Class B Performance Rights.

(c) Remuneration of Directors

The Company’s Constitution provides that the Company may remunerate the Directors. The remuneration shall, subject to any resolution of a general meeting, be fixed by the Directors.

The maximum aggregate amount of fees that can be paid to non-executive Directors is subject to approval by Shareholders at a general meeting. Total directors' fees to be paid to all nonexecutive Directors are not to exceed $250,000 per annum approved at a general meeting held on 11 February 2011.

Aiden Platel receives a base salary for his services as the Company's Managing Director of $233,016 per annum plus superannuation. In the financial year ended 30 June 2020, Aiden Platel was granted 1,125,000 Class A Performance Rights, 1,125,000 Class B Performance Rights, 3,250,000 Class A Incentive Options and 3,500,000 Class B Incentive Options in connection with his appointment as Managing Director. Each of the Company's non-executive Directors, Michael Edwards and Edward Mason, receive directors fees of $36,000 per annum (inclusive of superannuation) and are entitled to receive fees for any additional consulting services provided to the Company with the prior written approval of the Company. Each of Chris Hansen and Edward Mason were granted 400,000 Class A Performance Rights and 400,000 Class B Performance Rights in connection with their respective appointments as nonexecutive Directors.

The following table sets out the remuneration provided to the Directors and their associated entities during the previous two financial years, which includes directors fees, consultancy fees, superannuation benefits and share-based payments:

Director	2018/2019 financial year	2019/2020 financial year
Aidan Platel(1)	314,810	408,510
Edward Mason(2)	0	55,052
Michael Edwards(3)	0	0
Chris Hansen(4)	0	55,052

(1) Aiden Platel was appointed Managing Director on 4 September 2019. Prior to that date and during the 2018/2019 financial year, Aiden Platel received remuneration for his services as CEO. (2) Edward Mason was appointed Non-Executive Director on 9 October 2019 and then appointed Non-Executive Chairman on 31 October 2019.

(3) Michael Edwards was appointed Non-Executive Director on 31 August 2020.

(4) Chris Hansen was appointed Non-Executive Director on 4 September 2019 and resigned on 31 August 2020.

4.7 Substantial Holders

At the date of this Prospectus, the following Shareholders are substantial shareholders of the Company.

Substantial Shareholder	Relevant Interest in No. of Shares	% Voting power
HSBC Custody Nominees (Australia) Limited	17,229,676	9.14%
MIMO Strategies Pty Ltd	19,928,327	8.19%
David Stuart John Bailey	13,091,917	5.66%

4.11 Interests of Named Persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

(a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Offer.

GTP Legal will be paid fees of approximately $3,000 (plus GST) in relation to the preparation of this Prospectus.

4.12 Expenses of issue

The estimated expenses of the issue are as follows:

e estimated expenses of the issue are as follows:
ASIC lodgement fee Legal and advisory expenses Total	Offer $ 3,206 3,000
	6,206

4.13 Consents

GTP Legal has given, and has not withdrawn, its written consent to being named in this Prospectus as solicitors to the Company. GTP Legal has not authorised or caused the issue of this Prospectus or the making of the offer under this Prospectus. GTP Legal makes no representation regarding, and to the maximum extent permitted by law expressly disclaims and takes no responsibility for, any statements in, or omissions from, any part of this Prospectus other than a reference to its name.

5. Authorisation

This Prospectus is authorised by each of the Directors of the Company.

This Prospectus is signed for and on behalf of Company by:

==> picture [92 x 33] intentionally omitted <==

Aidan Platel Director

Dated: 3 December 2020

6. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$ means Australian dollars.

AWST means Australian Western Standard Time.

Annual Report means the financial report lodged by the Company with ASIC in respect to the year ended 30 June 2020 and includes the corporate directory, chairman’s report, review of activities, Shareholder information, financial report of the Company and its controlled entities for the year ended 30 June 2020, together with a Directors’ report in relation to that financial year and the auditor’s report for the year to 30 June 2020.

Applicant means a person who submits an Application Form.

Application means a valid application for Shares made pursuant to this Prospectus on an Application Form.

Application Form or Form means the application form sent with this Prospectus.

Application Monies means application monies for Shares received by the Company.

ASIC means Australian Securities and Investments Commission.

ASTC means ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532.

ASX means ASX Limited ACN 008 129 164 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the Directors meeting as a board.

Business Day means Monday to Friday inclusive, other than a day that ASX declares is not a business day.

CHESS means ASX Clearing House Electronic Subregister System.

Closing Date means the date set out in Section 1.3 or such later date as the Directors may determine.

Company means Auroch Minerals Ltd ACN 148 966 545.

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means Corporations Act (Cth) 2001.

Directors mean the directors of the Company as at the date of this Prospectus.

Issuer Sponsored means securities issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

Listing Rules means the Listing Rules of ASX.

March Placement has the meaning in Section 1.2.

Offer has the meaning in Section 1.1.

Official List means the official list of ASX. Official Quotation means quotation of Shares on the Official List. Option means the right to acquire one Share. Prospectus means this prospectus. Related Party Shares has the meaning in Section 1.2. Section means a section of this Prospectus. Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.