Auroch Minerals : Appendix 3B

19 December 2016

Market Announcements Platform ASX Limited

Exchange Centre 20 Bridge Street

Sydney NSW 2000

Appendix 3B

Auroch Minerals Limited advises that further to its announcement on 2 December 2016, the Company has issued 7,500,000 ordinary shares at an effective price of $0.10 per share to raise $750,000 together with a 1-for-2 free attaching option exercisable at 20¢ on or before 23 October 2018 (Placement)1. London and New York listed lithium focused investment company Rare Earth Minerals Plc participated in the Placement representing approximately 7.7% of the Company's issued capital.

Information required under ASX Listing Rule 3.10.5A

Auroch provides the following information as required under ASX Listing Rule 3.10.5A:

1. The dilutive effect of the Placement on existing shareholders is as follow: Number of shares on issue prior to the placement: 76,810,865

   Dilution as a result of issue under LR7.1 of 6,509,129 shares	8.47%
   Dilution as a result of issue under LR7.1A of 990,871 shares	1.29%
   Total Dilution	9.76%

   Details of the Company's issued capital following completion of only the shares issued under Listing Rule 7.1A held by pre-issue shareholders and new shareholders are as follows:

   Shares	Percentage
   Pre-issue shareholders who did not participate in the new issue	76,810,865	98.72%
   Pre-issue shareholders who participated in the new issue	-	-
   New shareholders who participated in the new issue	990,871	1.27%
   Total	77,801,736	100%

2. 990,871 shares were issued under Listing Rule 7.1A and were issued to sophisticated and professional investors as it was considered to be the most efficient mechanism for raising funds at the time.

3. Commission fees equal to 5% (plus GST) were paid in relation to the issue of the Placement.

Matthew Foy Company Secretary

Auroch Minerals Limited

1 6,509,129 Shares issued at $0.0987 per Share under ASX Listing Rule 7.1 and 990,871 Shares issued at $0.1084 per Share under ASX Listing Rule 7.1A.

Auroch Minerals Ltd ABN 91 148 966 545

Unit 5, Ground Floor, 1 Centro Ave, Subiaco WA 6008 Phone: [phone] Fax: + 61 8 9486 4799 PO Box 510 Subiaco WA 6904 Email: [e-mail] www.aurochminerals.com.au

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Auroch Minerals Ltd

ABN

91 148 966 545

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or to be issued	Shares Shares Options Shares
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	1. 6,509,129 2. 990,871 3. 3,750,000 4. 675,000
3	Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares Fully paid ordinary shares 3. Options exercisable at $0.20 on or before 23 October 2018 4. Fully paid ordinary shares

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1

4	Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Yes. Yes. Shares issued on exercise of the Options will rank equally with the existing shares of the Company. Yes.
5	Issue price or consideration	9.87¢ per share 10.84¢ per share Nil N/A
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Placement of shares Placement of Shares Free attaching options to placement Issue of shares to consultants in lieu of fees
6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i	Yes
6b	The date the security holder resolution under rule 7.1A was passed	10 November 2016
6c	Number of +securities issued without security holder approval under rule 7.1	1. 6,509,129 3. 3,750,000 4. 675,000
6d	Number of +securities issued with security holder approval under rule 7.1A	2. 990,871

6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	N/A
6f	Number of +securities issued under an exception in rule 7.2	N/A
6g	If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.	Yes 15-day VWAP: 14.46¢ 75% of 15-day VWAP: 10.84¢ Issue date: 16/12/2016 Source: IRESS
6h	If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	N/A
6i	Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements	Refer Annexure 1
7	+Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	16 December 2016
Number	+Class
8	Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	84,985,865	Ordinary Shares
Number	+Class

+ See chapter 19 for defined terms.

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