Quarterly Activities Report as at 31 December 2012

OVERVIEW

$3.0 Million Raised in IPO

Manica Gold Project Acquisition Completed

New Board & Management Appointed

Diamond Drilling Ongoing

Auroch Minerals NL (ASX:AOU) (Auroch or the Company) is pleased to provide shareholders with the following quarterly activities report on the Company’s recent activities.

Transaction Update

Acquisition Complete Subsequent to the quarter, the Company completed the acquisition of 100% of the Manica Gold Project (Manica Project) from Pan African Resources plc (Pan African) and met the final re-instatement conditions required for quotation on ASX. Part of the re-compliance process necessitated a capital raising in December 2012 where the Company secured over $3 million at 30 cents per share.

Board Changes On completion of the acquisition from Pan African, Messrs Dean Cunningham, Jan Nelson and Glenn Whiddon were appointed to the Board and Messrs Benjamin Bussell, Robert Jewson and Matthew Foy have stepped down from the Board.

Mr Matthew Foy remains as Company Secretary to the Company.

ASX Code: AOU

Securities on Issue:

33,092,515 fully paid ordinary

shares (quoted)

20,900,000 fully paid ordinary shares (restricted)

21,800,000 partly paid shares (restricted)

Directors

Glenn Whiddon (Non-Executive Chairman)

Dean Cunningham

(Managing Director)

Jan Nelson

(Non-Executive Director)

Company Secretary

Matthew Foy

Eugene Lambert

Contact Level 8

225 St Georges Tce

Perth WA 6000

Tel: +61 8 9486 4036 Fax: +61 8 9486 4799

Cash at Bank

$5.34 million

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Exploration Update Overview The Company is now well poised and funded to explore and develop what is a substantial gold asset in a stable mining jurisdiction within a proven geological address (the Odzi-Mutare-Manica Classical Greenstone Belt (OMM)). The Mining Concession (3990 C) (Concession) has been issued and a JORC code compliant resource been delineated (Refer announcement 1 November 2012). Only 8% of the potential 27km of shear zones within the Concession has been drilled to date leaving significant upside potential on the Northern Shear to establish a meaningful low cost resource recoverable by direct cyanidation. A summary of the oxide exploration program on the Manica Northern Shear, released during the quarter, is set out below:

- detailed surface mapping commencing in November 2012 focusing on generating

accurate mapping of the surface outcrops of the greenstone lithologies and

associated structural elements;

- infill geochemical soil sampling commencing in November 2012;

- Diamond drilling on drill ready targets; and

- airborne Electro-Magnetic (EM) survey to take place in November 2012.

Figure 1: Drill Ready Target on the Northern Shear Zone

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Q4 2012 Drilling Drill ready targets along the Northern Shear Zone (Figure 1), within the Guy Fawkes and Boa Esperança prospects, were identified and Explorator Limitada, the Company’s now wholly owned subsidiary, commenced the exploration drilling in November 2012. A total of 2,135 metres of diamond drilling (9 holes) was completed in December 2012. All export and legal requirements have been completed with the Mozambique authorities in Manica so that samples can be sent to an accredited laboratory in Johannesburg. Samples are currently being exported and the first results are expected within 6 weeks of arriving in Johannesburg, South Africa. Mapping Geological mapping of the Northern Shear in the area between Guy Fawkes and Boa Esperança (Targets 2 and 3 as per Figure 2) is currently in progress. Initial observations from this mapping indicate that potentially mineralised talc-chlorite schists, quartz veins and breccia zones exist along strike to the east of the Duque deposit (Figure 2). Geophysical A geophysical contractor has been commissioned, and the planned airborne Time Domain Electro Magnetic (TDEM) survey over Targets 2 and 3 shown in Figure 2 commenced during January 2013. All relevant permits have been issued in particular those required from the Department of Defense in Mozambique. Helicopter landing pads have been constructed and a refueling facility provided. The TDEM survey will elucidate the structure and will assist in target identification. Geochemical The existing geochemical mapping will be augmented with new data between Target 1 and 3 in Figure 2. Current Drilling Site preparation is ongoing to support the exploration of the Northern Shear throughout 2013. The current drilling campaign is a continuation of the Q4 Drilling activities and recommenced on the 7 January 2013. The drill program will focus on low cost resources recoverable by direct cyanidation at Targets 1, 2 and 3 in Figure 2 and will consist of both reverse circulation and diamond drilling techniques. Review of Historical Database

A review by the new management team of the historical information on the Northern Shear Zone

has highlighted the prospective nature of the Northern Shear Zone for Oxide material.

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Figure 2: Manica Gold Project Exploration Targets

The Northern Shear Zone, which consists of steeply north dipping quartz veins hosted within talc-

carbonate schist and brecciated & sheared BIF and a mafic schist hangingwall, is interpreted to

extend for 40km (Figure 2) and is associated with regional, broadly east – west structures.

Current gold mining operations at Penhalonga and Munhena on the western extension of the

Mutare-Masvingo-Sandawana Shear Zone are located approximately 10km from the Manica Gold

Projects Mining Concession (Figure 3). The Mutare-Masvingo-Sandawana Shear Zone extends from

Mozambique, within the classical greenstone belt, into Zimbabwe where there are also several

operating entities. This greenstone belt has yielded approximately 2.5 million ounces of gold. The

Manica Gold Project falls within the local Mutare-Masvingo-Sandawana Shear Zone which lies within

the broader Odzi-Mutare-Manica greenstone belt (OMM).

Extensive ground magnetic surveys over the total strike length of the Northern Shear Zone (Guy

Fawkes to Boa Esperança) took place in third quarter of 2004 (Figure 4). The results support the

interpretation that the mineralised structure is continuous between Guy Fawkes in the west and Boa

Esperança to the east.

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Figure 3: Manica Gold Project within the Mutare-Masvingo-Sandawana Shear Zone

Data for the magnetic survey was acquired using a GEM Overhauser “Walking Mag” with a reading

interval of 20m along lines 100m apart; the data was diurnally corrected using the reference field

from a Geotron G5 magnetometer. A hand held Garmin XL12 GPS unit was used to position the

survey lines and readings along those lines; the unit has a positional accuracy of 3-5m. The magnetic

survey completed over the Northern Shear zone (Guy Fawkes – Boa Esperança) covered an area of

approximately 1km by 8km.

During 2001 - 2003 Explorator Limitada completed a BLEG (bulk leach extractable gold) in soil

geochemical survey over two areas of 7 km by 2.5 km to 1.5 km in the immediate vicinities of the

Northern Shear Zone’s Boa Esperança and Guy Fawkes respectively. The survey was completed using

a 50m by 100m soil-sampling grid. The 500g samples were analysed by a bottle-roll in cyanide

solution with an atomic absorption spectrometer (AAS) finish with a 3 ppb detection limit. Figure 5

shows the results of the BLEG in soil geochemical survey.

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Figure 4: Magnetic Field Strength across the Northern Shear Zone

Figure 5: Manica Gold Project Gold in Soil

Figures 6 and 7 demonstrate that the existing gold geochemical anomalies coincide with the

structures mapped by IP chargeability.

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Figure 6: Gradient Array Chargeability on the Northern Shear Zone

Figure 7: Dipole-Dipole Chargeability on the Northern Shear Zone

Previous exploration holes (MACD015 and MAC046) drilled into the Northern Shear Zone returned

gold up to 19.2g/t and 15.52g/t Au over 1 metre intersections. Drilling at opposite ends of the shear

(based on similar geological structural signatures) returned similar results, suggesting sound

continuity along the shear.

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Metallurgical tests carried out on a core sample from Guy Fawkes show:

- various forms of iron-oxide/hydroxide minerals were concentrated into the sink fraction.

Intricate textures were observed, the shape of some of the hematite particles resemble

pseudomorphs after pyrite.

- trace amounts of pyrite was observed, either as liberated particles or totally occluded in

quartz hematite.

- ilmenite and altered ilmenite particles, intergrown with iron-oxide minerals are less

common.

- most particles are composed of an intergrowth of quartz, clay minerals and iron-oxide-

hydroxide; the clay minerals were identified by XRD to be kaolinite and talc.

- graphitic schist particles were noted composed of quartz, micaceous material and graphite.

- two particles of gold were observed; 10 X 2 and 10 X 9 µm, both occluded in massive

hematite.

Further evidence supporting the prospectivity of the Northern Shear Zone includes:

- Carbon in Leach (CIL) technology is recovering or has recovered gold at the Munhena and

Monarch Mines, implying the occurrence of free milling gold in these ores in Mozambique.

- historical production at Guy Fawkes by artisanal miners indicates free milling gold

- Rezende and Red Wing mines in Mutare, located within the same shear zone structures,

processed non-refractory ore.

- there is a strong correlation between shear hosted banded ironstone formations and gold

occurrences, as indicated by the red lines seen in Figure 8.

Figure 8: Surface Expression of Major Shears Zones and Banded Iron Stone Formation within the Manica Gold Project

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High Grade Zone at Fair Bride Prospect

The Company is continually reviewing the wealth of data that exists for the Manica Gold Project and

is identifying areas for follow up work and priority targets. A recent review has led to the

identification of a high grade zone within the Fair Bride Prospect. Fair Bride, which hosts 2.6moz of

the Manica Gold Project’s ~3moz, contains 1,025,904 ounces of gold at an average grade of 4.13g/t

using a 3.0g/t cut-off (Appendix 1). This high grade zone at the Fair Bide prospect is inclusive of the

total resource inventory at the Manica Gold Project (Appendix 2).

Corporate The Company completed its capital raising on 11 January 2013 and allotted and issued 10,092,514

Shares each at an issue price of $0.30 to raise $3,027,754 and 2,000,000 Partly Paid Shares each paid

to $0.01 to raise $20,000. Completion of the acquisition of the Manica Gold Project occurred on or

around 11 January 2013.

The capital structure of the Company following completion of the offer is set out below.

Securities

Shares on issue at date of Prospectus

Shares to be issued pursuant to the Offer

Consideration Shares issued to Pan African Resources plc

23,000,001

10,092,514

20,900,000

Total Fully Paid Ordinary Shares 53,992,515

Partly Paid Shares on issue at date of Prospectus

19,800,000

Partly Paid shares issued pursuant to the Offer

2,000,000

Total Partly Paid Shares 21,800,000

For further information please visit www.aurochminerals.com

or contact:

Auroch Minerals NL Media enquiries Dean Cunningham - Managing Director Jeremy McManus T: +27 824 906 429 M: +61 (0) 422 000 675 E: dcunningham@aurochminerals.com E : Jeremy@jdmcorporate.com.au

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Appendix 1 – Fair Bride Deposit High Grade Zone

Resource Category Cut Off (g/t) Tonnes Kilograms Average grade (g/t) Ounces (oz)

Fair Bride MEASURED 3.00 1,420,969 6,461 4.55 207,739

Fair Bride INDICATED 3.00 1,245,492 4,339 3.48 139,486

Fair Bride INFERRED 3.00 5,058,070 21,109 4.17 678,679

Fair Bride MEAS+IND CALCULATED 3.00 2,666,461 10,800 4.05 347,225

Fair Bride TOTAL CALCULATED 3.00 7,724,531 31,909 4.13 1,025,904

Appendix 2 – Manica Gold Project Resource Table The complete 2011 Mineral Resource statement prepared by ExplorMine Consultants and audited SRK Consulting is as follows.

Manica Gold Project total JORC compliant resources

Category Prospect Cut-off Au (g/t) Tons (000’) Grade (g/t) Gold (koz)

Measured Fair Bride 0.5 11,561 1.73 642

Indicated Fair Bride 0.5<300m 1.0>300m

10,795 1.64 570

Guy Fawkes 1.25 2,150 2.44 170

Total Indicated Resources 12,945 1.83 1,449

Inferred Fair Bride 0.5 24,598 1.83 1,449

Dot’s Luck 1.00 480 3.25 50

Guy Fawkes 1.25 620 2.81 60

Boa Esperanza 1.25 330 2.94 30

Total Inferred Resources 26,028 1.89 1,589

Total Manica Gold Project Resources 50,534 1.83 2,971

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Appendix 3 - Material Intersections above 2.0 g/t Au from Northern Shear Zone to date

ID Depth From (m)

Depth To (m)

Au Grade (g/t)

Hole Type

Depth Northing Easting RL Azimuth Dip

BED001 39.83 40.75 5.53 RC 87 493558 7910965 761 220 -55

BED001 45.9 46.9 2.37 RC 87 493558 7910965 761 220 -55

BED001 48.65 49.4 2.17 RC 87 493558 7910965 761 220 -55

BED002 51.44 52.33 5.09 RC 114 493569 7911055 776 196 -55

BED002 76.71 77.38 2.1 RC 114 493569 7911055 776 196 -55

BED002 50.73 51.44 2.05 RC 114 493569 7911055 776 196 -55

MAC002 9 12 4.13 RC 89 486320 7913382 778 196 -55

MAC003 54 55 13.94 RC 96 486559 7913308 833 200 -50

MAC003 48 49 2.35 RC 96 486559 7913308 833 200 -50

MAC004 74 75 3.44 RC 96 486625 7913259 843 196 -50

MAC006 92 93 5.29 RC 96 486798 7913199 840 196 -50

MAC006 90 91 4.04 RC 96 486798 7913199 840 196 -50

MAC008 64 65 3.32 RC 96 487622 7913281 919 196 -55

MAC008 63 64 2.04 RC 96 487622 7913281 919 196 -55

MAC018 78 79 2.07 RC 80 486592 7913287 839.5 196 -55

MAC020 70 71 15.52 RC 100 486517.3 7913176 805.09 16 -45

MAC020 71 72 7.96 RC 100 486517.3 7913176 805.09 16 -45

MAC020 69 70 4.17 RC 100 486517.3 7913176 805.09 16 -45

MAC020 6 7 3.04 RC 100 486517.3 7913176 805.09 16 -45

MAC021 140 141 5.66 RC 150 486586.8 7913124 797.15 16 -45

MAC021 129 130 2.55 RC 150 486586.8 7913124 797.15 16 -45

MAC021 139 140 2.38 RC 150 486586.8 7913124 797.15 16 -45

MAC021 141 142 2.35 RC 150 486586.8 7913124 797.15 16 -45

MAC023 111 112 12.04 RC 158 486587.7 7913155 807.8 16 -45

MAC024 94 95 2.22 RC 109 486606 7913320 832.82 196 -55

MAC031 64 65 6.5 RC 150 486326 7913414 777.26 196 -55

MAC031 83 84 2.61 RC 150 486326 7913414 777.26 196 -55

MAC031 71 72 2.06 RC 150 486326 7913414 777.26 196 -55

MAC033 81 82 5.9 RC 120 486709.4 7913198 839.09 196 -75

MAC033 97 98 2.44 RC 120 486709.4 7913198 839.09 196 -75

MAC038 11 12 2.87 RC 127 486510.1 7913253 823.82 16 -45

MAC041 17 18 4.54 RC 130 486337 7913301 778.69 16 -50

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MAC042 54 55 10.16 RC 101 486337 7913301 778.69 16 -36

MAC043 101 102 14.63 RC 120 486290 7913327 771.04 16 -54

MACD002 109 110 7.2 DD 252 487287.1 7913078 815.69 200 -55

MACD002 114.95 116 4.2 DD 252 487287.1 7913078 815.69 200 -55

MACD002 140 141 3.34 DD 252 487287.1 7913078 815.69 200 -55

MACD002 111 112 3.26 DD 252 487287.1 7913078 815.69 200 -55

MACD002 114 114.95 3.2 DD 252 487287.1 7913078 815.69 200 -55

MACD002 117 118 2.12 DD 252 487287.1 7913078 815.69 200 -55

MACD015 24 25 19.2 DD 100 486388.7 7913265 789.31 16 -45

MACD015 83 84 4.86 DD 100 486388.7 7913265 789.31 16 -45

Competent Person Statements The information in this presentation that relates to Exploration Results is based on information compiled by Mr Gordon Koll who is a registered professional natural scientist (Pr.Sci.Nat.) under the South African Council for Natural Scientific Professions (SACNASP) and a Fellow of the Geological Society of South Africa, which is recognised as a ROPO by the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code). Mr Koll is a full‐time employee of the Company. Mr Koll has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2004 Edition of The JORC Code. Mr Koll consents to the inclusion in this presentation of the matters based on the information in the form and context in which it appears.

The information in this report that relates to Mineral Resources and exploration results is based on information reviewed by Dr W.D. Northrop who is a consultant to ExplorMine and is appointed as Independent Geologist to Auroch Minerals NL project team. He is registered by the South African Council for Natural Scientific Professions as a Professional Natural Scientist in the field of practice of Geological Science, Registration Number 400164/87, and as such is considered to be a Competent Person. Dr Northrop has sufficient experience which is relevant to the styles of mineralisation and types of deposits under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Dr Northrop consents to the inclusion in this presentation of the matters based on his information in the form and context in which it appears.

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