AuKing Mining Limited Prospectus

AuKing Mining Limited Solicitor’s Report on Tenements HopgoodGanim Lawyers Page 1 of 46 5 March 2021 The Directors AuKing Mining Limited C/- HopgoodGanim Lawyers Level 8 Waterfront Place 1 Eagle Street Brisbane QLD 4000 Our ref: 2003259 Dear Directors Solicitor's Report on Tenements This Solicitor’s Report is prepared for inclusion in a prospectus for issue as part of a Chapter 11 Change of Activities transaction by AuKing Mining Limited ACN 070 859 522 ( Company ) which includes an offer of 30,000,000 ordinary shares in the Company at an issue price of $0.20 per share in order to raise $6,000,000.00, with provision to accept further subscriptions for an additional 5,000,000 shares to raise a further $1,000,000.00 together with free-attaching options exercisable at $0.25 on or before 30 June 2023 to be issued on the basis of one option for every two ordinary shares applied for. On 24 June 2020, the Company entered into a Term Sheet with Anglo Australian Resources NL ACN 009 159 077 ( AAR ) with respect to the Company earning an interest in a package of Koongie Park Project tenements held by AAR, which was varied by a Side Deed between the Company and AAR dated 4 November 2020 and a Side Deed No. 2 dated 17 February 2021 between the Company, AAR, Koongie Park Pty Ltd ACN 644 953 551 ( AAR Sub ) and Koongie Park Gold Pty Ltd (ACN 636 600 872) ( PM Holder ) (together, the Term Sheet ). Based on Australian Securities and Investment Commission ( ASIC ) searches carried out on 18 and 23 February 2021, AAR Sub and PM Holder are wholly owned subsidiaries of AAR and AKN Sub is a wholly owned subsidiary of the Company. On 8 February 2021, the Company entered into a formal Earn-in and Joint Venture Agreement ( Earn- in Agreement ) and a Precious Metals Rights Agreement ( Precious Metals Rights Agreement ) with AAR, AAR Sub, PM Holder and AKN (Koongie Park) Pty Ltd (ACN 646 675 774) ( AKN Sub ) as contemplated under the Term Sheet. Under the terms of the Earn-in Agreement, the Company’s wholly owned subsidiary, AKN Sub, is granted the right to earn up to a 75% interest in a package of tenements ( Koongie Park Project ) by funding exploration activities and other related expenses. This Solicitor’s Report relates to the tenements listed in the Earn-in Agreement which comprise the Koongie Park Project, namely Exploration Licences 80/4389, 80/4766, 80/4957, 80/4960, 80/5076, 80/5087, 80/5127 and 80/5263, Mining Leases 80/276 and 80/277 and Prospecting Licences 80/1802, 80/1803, 80/1832 and 80/1837 (together the Tenements ) granted under the Mining Act 1978 (WA) ( Mining Act ), which are located in Western Australia. The Earn-in Agreement groups the Tenements as the Precious Metals Tenements (being Exploration Licences 80/4389, 80/4766, 80/4957, 80/4960, 80/5076, 80/5087, 80/5127 and 80/5263 and Prospecting Licences 80/1802, 80/1803, 80/1832 and 80/1837) ( Precious Metals Tenements ) and the Balance Tenements (being Mining Leases 80/276 and 80/277) ( Balance Tenements ). 9. S olicitor’s Report on Koongie Park Tenements 156