AuKing Mining Limited Prospectus

Why Koongie Park? The Directors moved to proceed with the Koongie Park Earn-In because of: a. the location and near-term mining potential of the Koongie Park Project; b. the extensive amount of previous exploration and mine feasibility work undertaken at Koongie Park by AAR and previous owners has created a large database of existing technical information – all of which can be accessed by AKN; c. the introduction of the proposed new Directors and management team and their backgrounds; d. strong recent movements in the prices for base metals such as copper and zinc, with a positive future outlook likely to continue; and e. the potential to establish near-term (within 3-5 years) mining operations at Koongie Park. Investment Highlights The Directors are of the view that the key highlights of an investment in the Company (assuming the KP Transaction proceeds) include the opportunity to participate in the benefits associated with: a. holding Shares in a listed emerging resources company that will be pursuing significant growth through the development of the Koongie Park copper/zinc project; b. following the completion of the Public Offer, the injection of significant funds into the Company which will enable it to undertake preliminary actions in pursuance of its new project activities; and c. the Company being managed by directors and officers with significant experience and success across a broad range of business sectors that will hold the necessary skills and a view to guiding the Company to be a significant player in the resources sector. Koongie Park Earn-in Disadvantages The Directors are of the view that the Koongie Park Earn-in may give rise to the following non-exhaustive list of disadvantages: a. the Public Offer, together with the Shares proposed to be issued under the Approval Resolutions will result in the issue of Shares which will have a dilutionary effect on the holdings of Existing Shareholders. Despite this dilutionary effect, the Directors note that Existing Shareholders will have a retained interest in the Company on completion of the Public Offer; and b. there are inherent risks associated with the KP Transaction and the change in scale of the Company’s activities. Notwithstanding these potential disadvantages, the Directors note that without the Koongie Park Earn-in and the opportunity to carry out the Public Offer under this Prospectus, the Company’s shares would continue to remain under suspension from Official Quotation and there is a risk that the Company might eventually be removed from the Official List altogether. 3.4 Purpose of the Public Offer The Public Offer is being conducted to: a. provide funding that the Company proposes to contribute to the Koongie Park Project under the Koongie Park Earn-In; b. meet the expenses of the Public Offer and pay the payment due to AAR upon satisfaction of the KP Transaction Conditions; c. provide working capital; and d. satisfy certain requirements for the Company to re-comply with Chapters 1 and 2 of the Listing Rules. The Directors are satisfied that upon completion of the Public Offer, AKN will have sufficient funds to meet its stated objectives. AuKing Mining Limited | PROSPECTUS 39