AUKING MINING LIMITED — Capital/Financing Update 2021

Mar 7, 2021

AuKing Mining Limited ABN 29 070 859 522

Suite 11, Level 4, 320 Adelaide Street Brisbane QLD 4000 GPO Box 216 Brisbane QLD 4001 Tel: +61 7 3041 1306

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8 March 2021

The Manager Listings Compliance ASX, SYDNEY

RE: SHORT-TERM CONVERTIBLE NOTE ISSUE

Please find attached details of the terms and conditions relating to the issue of 230,000 convertible notes in the Company at an issue price of $1 per note to private sophisticated investors.

When combined with the notes recently issued on the same terms (see ASX release dated 2 March 2021) the Company has raised a total of $750,000. A summary of the note terms of issue are as follows:

Notes term – 31 December 2021 Interest payable – 10% per annum, payable quarterly in arrears Convertibility –

• (a) automatically, on completion of the Company’s proposed capital raising, as part of the proposed ASX re-listing of AKN’s shares – at an issue price of 12c per share (a 40% discount to the proposed 20c public offer price);

• (b) at the election of the holder, notes may (subject to AKN shareholder approval and prior to maturity) be converted at a 55% discount to the proposed 20c issue price to be offered to the public under the Company’s prospectus (namely, 9 cents per share).

The funds raised from the issue of these convertible notes will be used for ongoing operating costs and costs associated with the Koongie Park earn-in agreement and the Company’s re-compliance activities including a prospectus capital raising, shareholder meeting and other actions as may be required by ASX.

This announcement is authorized by:

Paul Williams Managing Director p.williams@aukingmining.com +61 419 762 487

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AuKing Mining Limited Unlisted $1 Convertible Notes

No.	Facility
1.	Issuer	AuKing Mining Limited ACN 070 859 522 (Company or
		Issuer).
2.	Investor	Various private sophisticated investors
3.	Instrument	Convertible redeemable notes (Notes).
4.	Face Value	On issue each Note will have a face value of $1.00 per Note.
5.	Total Value of Notes or	$230,000
	Principal Amount
6.	Rights attached	The Notes are:
		(a) convertible automatically, upon completion by the
		Company of the proposed re-admission of its shares
		for official quotation on the ASX into fully paid
		ordinary shares (Shares) ranking equally with all
		other Shares; or
		(b) convertible at Maturity at the election of the Investor
		into fully paid ordinary shares in Issuer, ranking
		equally with all other Shares; or
		(c)redeemable at the election of the Issuer at any time
		on or before the Maturity Date; or
		(d) redeemable at the election of the Investor on the
		Maturity Date.
7.	Term	Approximately 10 months, commencing on the Issue Date and
		ending on the Maturity Date.
8.	Interest Rate	Interest at the rate of 10% per annum shall apply on the Notes,
		payable quarterly in arrears. In the event of automatic
		conversion under item 6(a), accrued interest will be paid out of
		the proceeds of the Company’s capital raising.
9.	Maturity Date	31 December 2021.
10.	Approved Purpose	The funds will be used for the purposes of enabling the Issuer
		to complete its prospectus and associated materials for the
		proposed capital raising to enable the Issuer to gain ASX re-
		admission to the ASX and proceed with the Koongie Park
		copper project earn-in agreement in accordance with the
		Issuer’s announcement on 25 June 2020 (Approved
		Purpose).
11.	Issue of Notes and	The Notes will be issued upon receipt by the Issuer of their
	availability of proceeds	Face Value in Immediately Available Funds, on the Issue
		Date.
12.	Issue Date	The date being 7 days after the date of this Term Sheet.
13.	Redemption or Conversion	The Notes will be either:
	of Notes	(a)Converted automatically at completion of the
		Company’s re-admission to the ASX;
		(b)Converted on the Maturity Date at the Investor’s
		election;
		(c)redeemed on or before Conversion, at the Issuer’s
		election;

AKN December 2021 Unlisted Convertible Notes

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	No.	Fa	cility
							’					utet.
							(d)redeemed on the Maturity Date, at the Investorselection;
							(e)repaid on the occurrence of an Event of Default; or
							(f)a combination of one or more of the alternatives set o
							ab	ve in accordance with th		e terms of this Term She
												edsons tos.
	14.	Ex	cluded	offers only			The Issuedisclosure	r may only isunder Part 6	sue Notes tD.2 of the C	o persons toorporations	whomAct is not
							required.	Examples of	such perso	ns may includ	e:
							(a)SmCo	all scale raisirporations Ac	ngs, as sett (20 in 12 m	out in sectiononths less t	708(1) of thhan $2M fun
							,raised);
							(b)sophisticated investors, being investors to whom
							section 708(8) of the Corporations Act applies;(c)rofessional investors bein investors to whom secti
							p , g708(11) of the Corporations Act applies; and
							(d)persons associated with the Company, being person
							whom section 708(12) of the Corporations Act applie
			’
	15.	InvRig	estors Conversionhts				(a)Subject to paragraph (c) below, the Investor mayconvert any or all of the Notes on the Maturity
							Date (Conversion).
							(b)The Conversion Price per Conversion Share for a
							Co	version under arara		13(a) shall be a 40%
								pgp
							dis	count to the p	roposed 20	c issue price	to be offere
							to t12	he public undcents er sh	er the Comre) (Conve	pany’s prospsion Price)	ectus (name
								p		.
							(c)Inv	estor acknow	ledges and	agrees that	SX may
							imp	ose restrictio	ns on tradin	g of Shares i	n accordanc
							Ru(C	les of ASX to issue the Cnversion Approval).		onversion Shares
							(f)Suvalthe	bject to paragid ConversionConversion	raph (c) abNotice, theShares on t	ove and the rIssuer is oblhe Maturity D	eceipt of aiged to issueate.
							(g)Ea	ch Conversio	n Share will	rank, on and	from issue,
	16.	Voting rights prior toconversion					The Notes shall carry the right to attend but not to vote at anygeneral meeting of the Issuer prior to their conversion intoShares.

AKN December 2021 Unlisted Convertible Notes

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No.	Facility
17.	Rights to participate in newissues	The Notes do not carry any entitlement to participate in anyfuture issues of Shares by the Issuer prior to their conversioninto Shares.
18.	No listing	The notes will not be listed on ASX or any other recognisedstock exchange.
19.	Transferability	The Notes shall be transferable in accordance with theConditions.
Events of default
20.	Events of default	Event of default means:(a) An Insolvency Event occurring in respect of theCompany; or(b) in relation to a Holder, the Company failing to payMoney Owing to that Holder when they fall due forpayment.

AKN December 2021 Unlisted Convertible Notes

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