AuKing Mining Limited Prospectus

12.8 Service Agreement – Paul Marshall (Chief Financial Officer/Company Secretary) The Company has entered into a service agreement dated 14 February 2021 with Downshire Investments Pty Ltd ACN 073 164 726 ( Downshire ), which requires Downshire to ensure that Paul Marshall provides the services of Company Secretary and Chief Financial Officer of the Company ( CFO Services ). The agreement does not make Mr Marshall an employee of the Company. Under the terms of the service agreement, Downshire will receive consultancy fees calculated on a service rate of $4766.67 per month plus GST. The Company is also obliged to reimburse Downshire for certain reasonable expenses including travel and accommodation incurred in the provision of the services. Downshire and the Company may terminate the CFO Services Agreement by giving each-other 3 months-notice in writing. The Company may, in its sole discretion, terminate the CFO Services Agreement without any payment of any remuneration or compensation (other than that accrued to the date of termination) in the event Downshire commits any of the acts prescribed in the CFO Services Agreement, for example breaching a term of the CFO Services Agreement, misappropriating any property of the Company or Downshire or any of its officers being charged with a criminal offence. Mr Marshall is permitted to accept other corporate secretarial positions provided the company in which he accepts that role is not in competition with the Company or it impairs Downshire’s ability to perform the Services. Downshire and the Company have provided each-other with mutual indemnities. Downshire is required to maintain comprehensive general liability, worker’s compensation and other insurances that are necessary for Downshire to perform the Services. 12.9 JCHX Loan The Company and JCHX 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 loan agreement 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 Group loan included: a. interest being payable on the loan, in arrears, at the rate of 8% per annum; b. the loan being unsecured; and 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 enter a voluntarily escrow agreement pursuant to which trading in the ordinary shares issued to repay the JCHX Loan will be restricted 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 by AKN of the KP Transaction. In the event these conditions are not satisfied by 30 April 2021, the arrangements set out in this letter will lapse, and the rights of JCHX under the JCHX Loan will be reinstated. 12. Summary of Material Contracts continued 236