AuKing Mining Limited Prospectus

10.8 Related Party Transactions Chapter 2E of the Corporations Act governs related party transactions with respect to public companies. Related parties include directors and entities controlled by directors. Related party transactions require shareholder approval unless they fall within one of the exceptions in Chapter 2E of the Corporations Act . The Company listed on ASX on 29 October 2007 following the issue of its initial public offering prospectus. The Company believes that it has made appropriate disclosure of past related party transactions. In recognising that this Prospectus is being issued to enable the Company to, amongst other things, re-comply with Chapters 1 and 2 of the Listing Rules, other than further disclosure specifically set out below of related party transactions made in the two years before the date of this Prospectus or made elsewhere in this Prospectus the Company does not intend to make any further disclosure of such transactions which will have either proceeded on an “arm’s length” basis, reasonable remuneration basis or been approved by Shareholders in general meeting. The Company discloses the following transactions with related parties made in the two years before the date of this Prospectus which have either proceeded on an “arm’s length” or reasonable remuneration basis, together with the transactions that are subject to the Approval Resolutions. JCHX Loan The Company and JCHX Group have entered into a $1 million loan agreement, details of which were announced to ASX on 31 October 2017 ( JCHX Loan ). The purpose of the JCHX Loan was to ensure that AKN maintained sufficient funds primarily for ongoing project due diligence activities and working capital, until such time as AKN was in a position to successfully complete a further capital raising as part of a new transaction. The primary features of the JCHX Loan include: a. interest being payable on the loan, in arrears, at the rate of 8% per annum; b. the loan being unsecured; c. repayment of the loan as soon as possible out of the proceeds of a capital raising that was proposed in the first half of 2018. The Company reached agreement with JCHX on 29 January 2019 to vary the terms of the JCHX Loan, making provision for an additional $500,000 to be advanced on the same terms and for repayment to be effected by AKN on or before 31 December 2019. The JCHX Loan was further varied on 26 March 2020, further deferring repayment of the loan moneys owing to JCHX until 30 September 2020. A further variation has been agreed between the Company and JCHX dated 15 February 2021 providing for the loan moneys and all accrued interest to be repaid and discharged in full and final satisfaction by the issue of 7,500,000 ordinary shares in the Company at an issue price of 20c per share. JCHX has agreed to voluntarily escrow the ordinary shares for a two year period from the date of issue. The proposed repayment of the JCHX Loan in accordance with the above share issues is subject to the following: a. Shareholders approving the proposed issue of shares to JCHX (Existing Shareholders will vote on this resolution at the General Meeting); b. any requirements that may be imposed by the ASX in relation to the shares; and c. Completion occurring. In the event these conditions are not satisfied by 30 April 2021, the arrangements set out above will lapse, and the rights of JCHX under the JCHX Loan will be reinstated. At the time the JCHX Loan was entered and varied, the terms of the transactions were considered to be on normal commercial terms and conditions which were no more favourable than those which it is reasonable to expect would be applied if the transaction was at arm’s length for the purposes of section 210 of the Corporations Act and as such member approval was not required. 10.Board of Directors and Senior Management continued 208