AuKing Mining Limited Prospectus

AuKing Mining Limited Solicitor’s Report on Tenements HopgoodGanim Lawyers Page 3 of 46 progressing through the Native Title Act 1993 (Cth) ( NT Act ) expedited procedure. Accordingly, this Solicitor’s Report does not report on P80/1832 and P80/1837. 3.3 Applications to amalgamate the ground the subject of P80/1802 and P80/1803 into E80/5127 have also been lodged (which is listed in the Earn-in Agreement, as noted above) and are progressing through the NT Act expedited procedure however, P80/1802 and P80/1803 are still live. P80/1802 and P80/1803 are covered in this Solicitor’s Report. 3.4 If the Minister grants the amalgamation applications referred to above, P80/1802 and P80/1803 will fall away and the ground formerly the subject of P80/1832, P80/1837, P80/1802 and P80/1803 will be included in E80/5127 and subject to the Earn-in Agreement (clause 12.11). Ownership 3.5 As set out in the Tenement Schedule in Schedule 1 ( Tenement Schedule ), AAR currently holds 100% of the registered right, title and interest in the Tenements. 3.6 The Earn-in Agreement provides that AAR agrees to transfer and AAR Sub agrees to accept a transfer of a 100% legal and beneficial interest in the Tenements, effective on the Joint Venture Commencement Date (which is defined as the later of the date on which all conditions precedent to the Earn-in Agreement are satisfied in accordance with the Term Sheet (which must be by 31 March 2021) and the Company makes payment of $900,000 to AAR) ( Joint Venture Commencement Date ). We are instructed that the Joint Venture Commencement Date has not yet occurred. The Earn-in Agreement provides that AAR Sub will become the registered holder of the Tenements as soon as practicable following the Joint Venture Commencement Date. 3.7 AKN Sub may call for the transfer of legal title to its participating interest in the Tenements when AKN Sub earns its First Earn-In interest (at which point AKN Sub will hold a 50% participating interest) or its Second Earn-In Interest (at which point AKN Sub will hold a 75% participating interest), in order to become registered holder of its participating interest. AAR Sub will hold the remaining percentage participating interest in the Tenements at the relevant time. Third party interests in Tenements 3.8 There are no current caveats or mortgages registered against the Tenements which would indicate that there are any third party interests in the Tenements, other than those interests we are aware of from the contracts referred to below. There were formerly agreements registered against M80/276 and M80/277 but they have been withdrawn. 3.9 We have not been provided with, and are not aware of any contracts relating to any third party interests in the Tenements (other than the Earn-in Agreement and the Precious Metals Rights Agreement and the Native Title and Heritage Agreements referred to in paragraph 8). 3.10 Under the Earn-in Agreement, AAR has agreed to grant to AKN Sub a 25% beneficial interest in the Tenements and other rights and obligations with respect to Joint Venture property on the Joint Venture Commencement Date (defined above) and the exclusive right to acquire up to a 75% beneficial interest in the Tenements and other Joint Venture property, subject to the satisfaction of the conditions precedent. 3.11 Under the Precious Metals Rights Agreement, AAR’s wholly owned subsidiary, PM Holder, currently holds rights conferred by the Precious Metals Tenements (including exploration activities and mining and production if the Precious Metals Tenements are converted to mining leases) insofar as they relate to Precious Metals (defined as gold and platinum group elements ( PGEs )). PM Holder is also entitled to extract any other minerals occurring in conjunction with Precious Metals which are not economical to recover separately and construction materials for continued 9. S olicitor’s Report on Koongie Park Tenements 158