AuKing Mining Limited Prospectus

Long Term Convertible Notes The Company has previously entered into a series of agreements providing for the issue of convertible notes (or loans on substantially the same commercial terms as the convertible notes) which have now been varied to be as follows: a. a face value of $1 per note; b. interest is payable at 10% per annum, payable quarterly, in arrears; c. redeemable in cash or convertible into Shares on 30 April 2021 or upon Completion (whichever is earlier) at the election of the holder; and d. if converted into AKN shares, the issue price was to be calculated as a 25% discount to the 20 trading day VWAP for the Company’s shares prior to the date of conversion, however each of the holders have indicated their intention to convert their notes into Shares at an issue price of 15c per share. Of the total 533,000 Long Term Convertible Notes, notes were issued to the following parties who are regarded as related parties for the purposes of Chapter 2E of the Corporations Act : a. P Williams and J Strachan as trustees for the Paul Williams Super Fund – 75,000 notes; and b. Robert Yang as trustee for the Robert Yang Family Trust – 8,000 notes. At the time of issue of the convertible notes, Peter Tighe was not a related party of the Company, however due to his proposed appointment, he is now a related party. P & P Tighe as trustee for the Peter Tighe Super Fund hold 150,000 notes. This will give rise to the issue of 1,553,333 Shares to related parties of the Company. The issue of Shares as a consequence of conversion is the subject of Approval Resolutions at the General Meeting. At the time the Long Term Convertible Notes were 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. Tighe Short Term Convertible Notes The Company has previously entered into an agreement with the Peter Tighe Super Fund providing for the issue of convertible notes on the following terms: a. a face value of $1 per note; b. interest is payable at 10% per annum, payable quarterly, in arrears; c. subject to Shareholder approval, convert into Shares upon the proposed re-admission of the AKN Shares to the ASX; d. redeemable in cash on the maturity date of 30 September 2021; and e. if converted into AKN shares, the issue price is an effective price of 12c per Share (representing a discount of 40% to the issue price of Shares under this prospectus). The Peter Tighe Super Fund is a related party of the Company for the purposes of Chapter 2E of the Corporations Act because it is an entity associated with Proposed Director Peter Tighe. The issue of Shares as a consequence of conversion of the Tighe Short Term Convertible Notes is the subject of Approval Resolutions at the General Meeting. At the time the Tighe Short Term Convertible Notes were entered, 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. AuKing Mining Limited | PROSPECTUS 209