AuKing Mining Limited Prospectus

Any reasonable out of pocket expenses incurred by Novus, during or in connection with the Public Offer and the provision of its services, shall be reimbursed by the Company subject to the Company’s approval of any expenditure in excess of $500. The minimum term of the Lead Manager Mandate is a period of nine (9) months from Completion, unless terminated earlier in accordance with the terms of the mandate. The Company may terminate the Lead Manager Mandate at any time after expiry of the minimum term by: a. issuing in writing a minimum 60 days’ notice of termination; and b. paying all fees and expenses that have or will accrue to the date of termination. If the Company terminates the Lead Manager Mandate prior to the expiry of the minimum term or during the currency of the Offer Period, it must pay a break fee of 2% of the value of the amount proposed to be raised pursuant to the Offer ( Proposed Transaction Value ), up to a Proposed Transaction Value of $5 million and 1.25% break fee for any Proposed Transaction Value greater than $5 million. Novus Capital may terminate the Lead Manager Mandate if any of the prescribed events occur ( Termination Events ) and it will be entitled to be paid fees and expenses that have accrued to the date of termination. The following events are the key Termination Events: a. the Australian equity capital market conditions are such that they are not, in the bona fide reasonable judgment of Novus Capital, conducive to the successful completion of the Lead Manager Mandate or other events beyond the control of Novus Capital or the Company are so material and adverse to make it impracticable or inadvisable to proceed with the Public Offer; b. there is a material adverse change or disruption in the existing financial markets, political or economic conditions of Australia and abroad that can be shown to have an effect in Australia or the international financial markets or any material adverse change occurs in national or international political, financial or economic conditions with the effect that it is impracticable to market the Public Offer or enforce any contract to issue or allot the Offer Shares; c. there is an announcement of a new law to be introduced to a State or the Federal Parliament or the RBA or any federal or state authority of Australia adopts or announces a proposal to adopt a new policy that is likely to prohibit or regulate financial institutions; d. there is a material adverse change in the financial position or prospects of the Company as disclosed to Novus Capital; e. default by the Company of any material term of the Lead Manager Mandate that is not rectified; and f. the Chairman or Chief Executive Officer of AKN vacates office, which, in the opinion of Novus Capital, adversely effects the viability of the Company to attract investors. The Company has agreed that it shall make no claims against Novus Capital (and its associates) to recover any loss or damage that the Company may suffer resulting from the Public Offer contemplated by the Lead Manager Mandate. The Company also indemnifies Novus Capital against losses and claims and other damage that Novus Capital may suffer resulting from any activity Novus Capital becomes involved in in connection with the matters contemplated under the Lead Manager Mandate. 12.5 Executive Service Agreement – Paul Williams (Proposed Chief Executive Officer) The Company entered into an executive services agreement dated 31 January 2013 with Paul Williams, which has been subsequently varied by a Deed of Variation dated 8 March 2021, pursuant to which Mr Williams will provide the services of Chief Executive Officer of the Company on completion of the KP Transaction ( Williams ESA ). Mr Williams’ appointment in the role of Chief Executive Officer will commence immediately upon the Re-admission Date. The Williams ESA provides that Mr Williams will be paid an annual remuneration (inclusive of statutory superannuation) of $300,000. The term of the Williams ESA was originally three (3) years and has been continuously extended since that period expired by agreement between the Company and Mr Williams in accordance with its terms. The Company is also obliged to reimburse Mr Williams for reasonable work-related expenses. The Williams ESA may be terminated by the Company immediately with cause (e.g. serious misconduct, breach of the Williams ESA, criminal offence or bankruptcy) and by 6 months’ notice (without cause). Mr Williams may terminate the agreement by 3 months’ notice in writing. 12. Summary of Material Contracts continued 234