New Age Exploration : Notice of 2016 Annual General Meeting

2016 Annual Financial Statements

To receive and consider the Annual Financial report of the Company for the financial year ended 30 June 2016 together with the Declaration of the Directors, the Directors' report, the Remuneration report and the Auditor's report.

Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:

"THAT the Company approves the adoption of the Remuneration Report for the year ended 30 June 2016".

Voting Prohibition Statement Note

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

2. a closely related party of such a member.

3. the Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

4. the Restricted Voter is the Chair and the appointment of the Chair as proxy:

5. does not specify the way the proxy is to vote on this Resolution; and

6. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

However, a person described above (a "Restricted Voter") may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

Resolution 2 - Re-election of Director - Mr Michael Amundsen

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"THAT Mr Michael Amundsen, being a Director of the Company since re-election on 21 November 2014, who will retire at the close of the meeting in accordance with article 6.3(b) of the Company's Constitution and ASX Listing Rule 14.4, and being eligible for re-election, be re-elected as a Director of the Company."

Resolution 3 - Ratification of prior issue of placement shares

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"THAT for the purposes of ASX Listing Rule 7.4, shareholders ratify the prior issue of 15,700,000 ordinary shares at a price of 1.5 cents ($0.015) per share and 925,914 ordinary shares at an issue price of 0.99 cents ($0.0099) per share made to Resource Capital Fund V L.P. on 5 July 2016 as described in the Explanatory Memorandum which accompanied and form part of the Notice of General Meeting."

A voting exclusion statement in respect of this Resolution is set out below.

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

1. a person who participated in the issue; and

2. an associate of those persons.

3. a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

4. the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

However, the Company will not disregard a vote if it is cast by:

Resolution 4 - Approval for issue of shares

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"THAT, for the purposes of Listing Rule 7.1, shareholders approve the issue of up to 6,720,000 fully paid ordinary shares to Resource Capital Fund V L.P. (who are not related parties of the Company) at an issue price of $0.015 (1.5 cents) per share as described in the Explanatory memorandum which accompanies and forms part of this Notice of Annual General Meeting."

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

1. any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed; and

2. any associates of those persons.

3. a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

4. the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

However, the Company will not disregard a vote if it is cast by:

Resolution 5 - Approval of Placement Facility

To consider and, if thought fit, to pass the following resolution as a special resolution:

"THAT, for the purposes of Listing Rule 7.1A, shareholders approve the Company having the capacity to issue fully paid ordinary shares in the capital of the Company up to the maximum number permitted under Listing Rule 7.1A at an issue price which is not less than 75% of the volume weighted average market (closing) price of the Company's ordinary shares calculated over the last fifteen (15) days on which trades of the Company's ordinary shares were recorded on ASX immediately before the date on which the issue price is agreed or the date the issue is made as described in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting."

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

1. any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed; and

2. any associates of those persons.

3. a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

4. the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

However, the Company will not disregard a vote if it is cast by:

Resolution 6 - Change of Auditor

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of section 327B(1)(b) of the Corporations Act, RSM Australia Partners, having consented to act in accordance with section 328A of the Corporations Act, be appointed as auditor of the Company with effect from the end of this meeting, subject to the Australian Securities and Investments Commission giving its consent to the resignation of the current auditor, DFK Kidsons.

Proxy Instructions

A member who is entitled to vote at a meeting may appoint:

1. one proxy if the member is only entitled to one vote; and

2. one or two proxies if the member is entitled to more than one vote.

Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the member's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged at the registered office of the Company or sent by facsimile transmission to the Company's registered office on 03 8610 6334 not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation's place of incorporation.

The proxy may, but need not, be a member of the Company.

A proxy form is attached to this Notice.

If you sign the proxy form and do not appoint a proxy, you will have appointed the Chair of the meeting as your proxy. In that case, your shares will not be voted on Resolution 1 (Remuneration Report) unless you direct the Chair how to vote by marking the appropriate box on the proxy form or otherwise indicate your express consent to the Chair voting your votes on Resolution 1.

Corporate Representatives

Any corporation which is a member of the Company may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation's place of incorporation, or in any other manner satisfactory to the chairperson of the Meeting) a natural person to act as its representative at any general meeting.

Voting Entitlement

For the purposes of the Corporations Act and Corporations Regulations shareholders entered on the Company's Register of Members as at 5.00pm, on 28 November 2016 (Melbourne, Victoria time) are entitled to attend and vote at the meeting.

On a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

How the Chair Will Vote Undirected Proxies

The Chair of the meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions. However, any undirected proxies held by the Chair of the meeting will not be voted on Resolution 1 unless the express consent of the shareholder is given in the proxy appointment.

Proxies that are Undirected on Resolution 1

If you appoint the Chair of the meeting as your proxy (or if he may be appointed by default) and do not either (a) direct the Chair how to vote on Resolution 1 or (b) provide your express consent to the Chair voting your undirected proxy on Resolution 1; the Chair will not vote your proxy on those items of business. Accordingly, if you appoint the Chair of the meeting as your proxy (or if he may be appointed by default) and you want your shares to be voted on that item of business, you should either (a) direct the Chair how to vote on Resolution 1 (Remuneration Report); or (b) tick the box on the proxy form to confirm your consent to the Chair voting your undirected proxy on Resolution 1.

Other directors of the Company, any other of its key management personnel or any of their closely related parties will not be able to vote undirected proxies held by them on Resolution 1. Key management personnel of the Company comprise the directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly.

The Remuneration Report identifies key management personnel for the year ending 30 June 2016. Their closely related parties are defined in the Corporations Act 2001 (Cth) and include specified family members, dependents and companies they control.

Special Resolution

For a special resolution to be passed at least 75% of the votes validly cast on the resolution by shareholders (by number of shares) must be in favour of the resolution. Resolution 5 is a special resolution