AuKing Mining Limited Prospectus

Topic Summary For more information AKN has also entered a service agreement with Domani Metals Pty Ltd (an entity associated with Garry Johnston), making provision for the services of Garry Johnston as the Company’s Technical Development Manager. The services to be provided by Mr Johnston include management of the proposed feasibility optimisation studies for mining at Sandiego and also oversight of the metallurgical testwork program at Onedin. In addition to the fee payable to Accudo, AKN will pay an annual fee of $220,000 per annum to Domani Metals Pty Ltd under this agreement. What approvals will be sought at the General Meeting Various approvals are intended to be sought at the General Meeting relating to the KP Transaction and the Public Offer including approval of: 1. the KP Transaction - change in scale of activities; 2. the 200:1 consolidation of the existing Shares; 3. the issue of the Offer Shares and Offer Options under this Prospectus; 4. the issue of ordinary shares to the Existing Directors and employees of AKN in lieu of unpaid fees and salary entitlements; 5. the conversion of existing loan facilities to equity and existing convertible notes to equity; 6. certain changes to the AKN Constitution; 7. the appointment of the Proposed Directors to the Company; 8. the issue of shares to the Lead Manager as part payment of its fee; and 9. the aggregate non-executive director remuneration. Section 3.9 Why is the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules? As the KP Transaction will significantly change the scale of the Company’s activities, the Company is required to re-comply with Chapters 1 and 2 of the Listing Rules. In accordance with the Listing Rules, the Company’s securities will continue to be suspended from trading until the Company re-complies with Chapters 1 and 2 of the ASX Listing Rules. On 22 September 2020, the Company sought in-principle advice from ASX as to the suitability of the Company for re-admission to the official list of ASX if it proceeds with the Koongie Park Earn-In and the IP Services Agreement. The Company believes that there is no reason that would cause AKN not to have a structure and operations suitable for a listed entity for the purposes of Listing Rule 1.1 condition 1 or that would cause ASX to exercise its discretion to refuse re-admission to the Official List under Listing Rule 1.19. Notwithstanding this, the Company notes that ASX has ultimate discretion under Listing Rules 1.19 and 2.9 to decline the Company’s application for re-admission to the Official List, without giving any reasons. While the Company considers that it can satisfy ASX’s requirements for quotation and re-admission to the Official List, there is the risk that ASX will exercise its discretion to decline the Company’s application for re-admission to the Official List. Section 3.8 AuKing Mining Limited | PROSPECTUS 13