AUKING MINING LIMITED — Capital/Financing Update 2022

Oct 18, 2022

Proposed issue of securities

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Announcement Summary

Entity name

AUKING MINING LIMITED

Announcement Type

New announcement

Date of this announcement

19/10/2022

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Unlisted 30 September 2025 20 cent options	17,500,000
confirmed
New class-code to be	Unlisted 30 September 2025 20 cent options	30,000,000
confirmed
New class-code to be	Unlisted 30 September 2025 20 cent options	10,000,000
confirmed
AKN	ORDINARY FULLY PAID	100,000,000

Proposed +issue date

19/10/2022

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

AUKING MINING LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

29070859522

1.3 ASX issuer code

AKN

1.4 The announcement is

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New announcement

1.5 Date of this announcement

19/10/2022

1.6 The Proposed issue is:

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A placement or other type of issue

Proposed issue of securities

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Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 30/11/2022 Estimated No

Comments

Approval for the issue or ratification of the issue will be sought from shareholders for all the securities included within this Appendix 3B.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

AKN : ORDINARY FULLY PAID

Number of +securities proposed to be issued

35,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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Yes

In what currency is the cash

What is the issue price per

Proposed issue of securities

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Proposed issue of securities

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consideration being paid? +security? AUD - Australian Dollar AUD 0.10000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No Yes

ASX +security code +Security description New class-code to be confirmed Unlisted 30 September 2025 20 cent options

+Security type

Options

Number of +securities proposed to be issued

17,500,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Free attaching with ordinary shares being subscribed for

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date?

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Proposed issue of securities

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Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.2000 30/9/2025

Details of the type of +security that will be issued if the option is exercised

AKN : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

1

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

The terms will be included in the EGM notice seeking approval for their issue

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

AKN : ORDINARY FULLY PAID

Number of +securities proposed to be issued

60,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Proposed issue of securities

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Proposed issue of securities

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Please describe the consideration being provided for the +securities

To acquire all of the issued shares in Australian-incorporated 92 U Pty Ltd which is the legal and beneficial owner of all the shares in two Tanzanian companies 92 U Tanzania Limited and Monaco Copper Limited. These entities in turn, own the rights to be granted certain Prospecting Licences, which will occur prior to settlement of the Acquisition.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

6,000,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Unlisted 30 September 2025 20 cent options

+Security type

Options

Number of +securities proposed to be issued

30,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

To acquire all of the issued shares in Australian-incorporated 92 U Pty Ltd which is the legal and beneficial owner of all the shares in two Tanzanian companies 92 U Tanzania Limited and Monaco Copper Limited. These entities in turn, own the rights to be granted certain Prospecting Licences, which will occur prior to settlement of the Acquisition.

Proposed issue of securities

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Proposed issue of securities

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Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date?

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Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.2000

Expiry date 30/9/2025

Details of the type of +security that will be issued if the option is exercised

AKN : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

1

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

The terms will be included in the EGM notice seeking approval for their issue

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

AKN : ORDINARY FULLY PAID

Number of +securities proposed to be issued

5,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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Proposed issue of securities

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No

Please describe the consideration being provided for the +securities

The company will also issue (subject to shareholder approval) to Vert Capital Pty Ltd a total of 5,000,000 new shares and 10,000,000 options (exercisable at 20c on or before 30 September 2025) in recognition of the introduction of these project interests to AuKing and assistance in securing the Acquisition

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

500,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No Yes

ASX +security code +Security description New class-code to be confirmed Unlisted 30 September 2025 20 cent options

+Security type

Options

Number of +securities proposed to be issued

10,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Proposed issue of securities

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Please describe the consideration being provided for the +securities

The company will also issue (subject to shareholder approval) to Vert Capital Pty Ltd a total of 5,000,000 new shares and 10,000,000 options (exercisable at 20c on or before 30 September 2025) in recognition of the introduction of these project interests to AuKing and assistance in securing the Acquisition

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.2000 30/9/2025

Details of the type of +security that will be issued if the option is exercised

AKN : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

1

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

The terms will be included in the EGM notice seeking approval for their issue

Part 7C - Timetable

7C.1 Proposed +issue date

19/10/2022

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

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7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

30/11/2022

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

The vendors have agreed to have their 60,000,000 shares and 30,000,000 unlisted 20 cents 30/9/25 options will restricted from trading for a six-month period after completion of the acquisition

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue?

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Yes

7E.1a Who is the lead manager/broker?

Ven Capital

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Ven Capital will be entitled to a consulting fee of 6% of the funds raised under the placement of 35,000,000 shares

7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To firstly acquire all of the issued shares in Australian-incorporated 92 U Pty Ltd and for exploration activities on both the Company's current projects in Australian and on the projects to be acquired in Tanzania along with working capital activities.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?

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No

7F.2 Any other information the entity wishes to provide about the proposed issue

The issue of 13,700,000 shares will take place on 19 October 2022. The other securities to be issued will require shareholder approval at an EGM before they can be issued.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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