AuKing Mining Limited Prospectus

A summary of the material agreements to which the Company is a party is set out below: 12.1 Koongie Park Earn-In Agreement General The Company has entered into an Earn-in and Joint Venture Agreement with AAR with respect to the Koongie Park Project. Under the Koongie Park Earn-in, the Company (via its wholly owned subsidiary, AKN (Koongie Park) Pty Ltd) and AAR (via its wholly owned subsidiary, Koongie Park Pty Ltd ( AAR Sub )) propose to form the Joint Venture on terms which include, but are not limited to, the following: a. the Company is granted the right to: 1. Explore for and (subject to completion of a feasibility study and a decision to mine) develop base metals deposits within the project area; 2. Conduct exploration activities, update resource estimates to JORC Code reporting standard, prepare a feasibility study in respect of the Sandiego and Onedin deposits and (subject to completion of a feasibility study and a decision to mine) development activities for base metals deposits on the project area; and 3. Earn up to a 75% interest in the project area through the joint venture by funding exploration and project development studies (as stipulated below); and b. Another wholly owned subsidiary of AAR, Koongie Park Gold Pty Ltd, retains the right to explore for and develop gold and platinum group metals ( PGM ) deposits within the project area other than the mining leases (on which the Sandiego and Onedin deposits are situated) (see section 12.2). Earn-in Rights The Koongie Park Earn-in provides for a two-staged earn-in process whereby the Company can ultimately secure a 75% project interest in the Koongie Park Project. A summary of the two-stage earn-in is outlined below. Conditions Precedent The Koongie Park Earn-in does not bind the parties and has no force or effect unless and until the KP Transaction Conditions are satisfied or waived, namely the Company: a. obtaining all necessary Company shareholder and regulatory approvals, including for the purposes of Chapters 1, 2 and 11 of the ASX Listing Rules, as required to give effect to the transaction contemplated by the Koongie Park Earn-in; b. successfully raising a minimum of A$6,000,000 pursuant to a capital raising; and c. paying A$900,000 to AAR. The Company and AAR must use reasonable endeavours to satisfy the KP Transaction Conditions as soon as possible and, in any event, by 31 March 2021. AAR may agree to extend this date by two further 14 day periods at its discretion and, beyond that, by agreement in writing. On completion of the Conditions Precedent, the Koongie Park Joint Venture will commence (as set out below). AAR will transfer ownership of the Koongie Park Project tenements to AAR Sub and grant the Joint Venture parties a contractual licence to the tenements until AAR Sub becomes registered holder. Initial Interest The Company shall acquire an initial 25% interest in the Joint Venture on satisfaction of the Conditions Precedent and the Company making a total initial payment of $1,000,000 to AAR, in the following tranches: a. $100,000 as a non-refundable deposit within 5 business days of the parties signing the Agreement (which was paid in July 2020); and b. $900,000 at any time prior to the satisfaction of the other KP Transaction Conditions, at which time the Joint Venture will be formed. The Koongie Park Project exploration licences and prospecting licences will become Joint Venture Property on formation of the Joint Venture (subject to any FIRB approval that the Company is required to obtain). While the Company is earning its First Earn-in Interest and Second Earn-in Interest, the Company will sole fund all expenditure on exploration activities in relation to the Joint Venture and free carry AAR’s interest in the Joint Venture. 12. Summary of Material Contracts 230