AuKing Mining Limited Prospectus

The PMRA provides for the consequences of a party defaulting under the PMRA, in that the non-defaulting party has the right to commence proceedings against the defaulting party and recover indemnity costs in enforcing the agreement, as well as a suspension right, and the defaulting party agrees to grant a call option in favour of the non-defaulting party to buy out the mineral rights at an agreed value or at fair market value. As noted previously, the PMRA has no application in respect of the area of the mining leases where the Sandiego and Onedin deposits are situated – the Company retains the full right to explore and develop all minerals (including gold and PGMs) within those mining leases. 12.3 IP Service Agreement The Company has entered into a service agreement dated 24 June 2020 with Accudo and Garry Johnston which requires Accudo to provide access to the Company in respect of all the intellectual property rights and knowhow associated with the AmmLeach® process to allow AKN’s metallurgical testwork to be undertaken at Koongie Park ( IP Service Agreement ). Accudo is also required to provide services to the Company including the project management of metallurgical testwork, scoping studies, financial modelling and associated activities as contemplated under the Koongie Park Earn-In. The initial term of the IP Service Agreement is two years, which will automatically renew if the Company extends the Koongie Park Earn-In for a further 12 months. The IP Services Agreements provides that Accudo will: a. be paid an annual fee of $130,000; and b. be reimbursed for any reasonable out of pocket expenses incurred by Accudo and Johnston in the provision of the services contemplated under the IP Service Agreement. In conducting the services contemplated under the IP Service Agreement, Johnston shall become the Technical Development Manager of the Company and the services of Johnston shall be provided on an exclusive basis. To this end, the Company has entered the service agreement described in section 12.7. The IP Service Agreement provides that Accudo shall retain all of the proprietary rights and interests in AmmLeach® during the term of the IP Service Agreement. 12.4 Lead Manager Agreement The Company has entered into a mandate with Novus Capital Limited ( Novus Capital ) dated on 10 September 2020 ( Lead Manager Mandate ). Pursuant to the Lead Manager Mandate, Novus Capital has been appointed as lead manager to the Public Offer and will assist the Company in undertaking the Public Offer. Novus Capital is not underwriting the Public Offer and is acting on a best endeavours basis. Novus Capital’s role is split into three components: a. acting as financial and corporate adviser with respect to the Public Offer (among other things); b. acting as sponsoring broker/lead manager to the Public Offer; and c. acting as corporate advisor to the Company for a period of time after re-admission to Official Quotation. The Lead Manager will receive fees associated with the Public Offer as follows: a. an initial engagement fee of $15,000 for initial due diligence and advisory; b. a monthly advisory fee of $10,500 for ongoing due diligence, due diligence committee membership and management during the Offer Period; c. a sponsoring broker fee of $30,000 for due diligence sign-off, for adopting the responsibility of sponsoring broker and management during the Offer Period; d. a management fee of 1% of the amount raised under the Public offer; e. a brokerage fee of 6% of the amount raised under the Public offer, subject to an 80% rebate in respect of funds raised by the Company or parties other than Novus Capital; and f. a success/completion fee of $75,000(50% cash and 50% Shares) payable upon re-admission of the Company’s securities to Official Quotation; and g. a monthly advisory fee of $6,250 after re-admission to the Official List for a minimum period of 6 months for ongoing float support, market advice and investor relations. AuKing Mining Limited | PROSPECTUS 233