Common use of Board Changes Clause in Contracts

Board Changes. It is proposed that ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ will be appointed as a non-executive director of the Company in connection with the Acquisition. No other board changes are anticipated in connection with the Acquisition. The proposed timetable in respect of the Acquisition is as follows: ASX announcement of the acquisition 13 November 2023 General Meeting 15 December 2023 Satisfaction (or waiver) of conditions precedent (including due diligence) 19 December 2023 Completion of Acquisition 19 December 2023 Aurum Resources Ltd is an ASX-listed (ASX:AUE) mineral exploration and development company. Aurum has a collection of gold and base metal focused projects from early-stage reconnaissance to mature area exploration projects currently located in Western Australia. The Company’s ▇▇▇▇▇ Find Project is prospective for gold mineralisation and located on structures that host historical gold mines. The Company’s other project is ▇▇▇▇▇ South, another prospective project adjacent to known gold deposits but may also host base metal deposit(s). Some of the statements appearing in this announcement may be in the nature of forward-looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industries in which Aurum operates and proposes to operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets, among other things. Actual events or results may differ materially from the events or results expressed or implied in any forward- looking statement. No forward-looking statement is a guarantee or representation as to future performance or any other future matters, which will be influenced by several factors and subject to various uncertainties and contingencies, many of which will be outside ▇▇▇▇▇’s control. Aurum does not undertake any obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after today's date or to reflect the occurrence of unanticipated events. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions or conclusions contained in this announcement. To the maximum extent permitted by law, none of Aurum, its directors, employees, advisors, or agents, nor any other person, accepts any liability for any loss arising from the use of the information contained in this announcement. You are cautioned not to place undue reliance on any forward-looking statement. The forward-looking statements in this announcement reflect views held only as at the date of this announcement. This announcement is not an offer, invitation or recommendation to subscribe for, or purchase securities by Aurum. Nor does this announcement constitute investment or financial product advice (nor tax, accounting, or legal advice) and is not intended to be used for the basis of making an investment decision. Investors should obtain their own advice before making any investment decision. DSR Joint Venture Company (a limited liability company incorporated under the laws of Côte d'Ivoire) (DSR JVC) is the registered holder of exploration permit PR-0808 (PR-0808). Pursuant to a share transfer agreement (Share Transfer Agreement), Turaco Predictive Côte D’Ivoire SARL (Turaco) agreed to sell to PlusOr its 35% interest in the issued share capital of DSR JVC. In consideration for the acquisition of Turaco’s interest, PlusOr agreed to conduct 3,500 meters of diamond drilling at no cost (including consumables) to Turaco within a project nominated by Turaco in Côte d'Ivoire within 12 months of the date of the Share Transfer Agreement. PlusOr has also entered into a joint venture agreement (DSR Joint Venture Agreement) with DS Resources (a limited liability company incorporated under the laws of Côte d'Ivoire) (DSR), the 65% share capital owner of DSR JVC, pursuant to which PlusOr will be assigned an additional 45% interest in DSR JVC, subject to approval from the Minister for the Ministry of Mines, Petroleum and Energy, Côte d'Ivoire. The material terms and conditions of the DSR Joint Venture Agreement are set out below.