Native Mineral Resources : Right Issue Offfer Memorandum

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IMPORTANT NOTICES

Reliance on Offer Memorandum

This Offer Memorandum has been prepared in accordance with section 708AA of the Corporations Act. In general terms, section 708AA relates to rights issues by certain companies that do not require the provision of a prospectus or other disclosure document. Accordingly, the level of disclosure in this Offer Memorandum is considerably less than the level of disclosure required in a prospectus and does not contain all of the information which an investor may require to make an informed investment decision.

In deciding whether or not to accept the Offer, you should rely on your own knowledge of Native Mineral Resources Holdings Limited (NMR), refer to disclosures made by NMR to ASX (which are available for inspection on the ASX website at www.asx.com.au and on NMR's website at wwwnmresources.com.au) and seek the advice of your professional adviser.

Forward looking statements

This Offer Memorandum includes forward looking statements that have been based on current expectations about future acts, events and circumstances. These forward-looking statements are, however, subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in such forward looking statements. These factors include, among other things, commercial and other risks associated with the meeting of objectives and other investment considerations, as well as other matters not yet known to NMR or not currently considered material by NMR. Any representation in this Offer Memorandum should not be relied upon as to its accuracy or completeness or as a recommendation or forecast by NMR. NMR advises that independent advice be sought before making any binding decision in connection with the Offer.

No overseas offering

No offer is made by this Offer Memorandum in any jurisdiction outside of Australia and New Zealand. The distribution of this Offer Memorandum (including an electronic copy) within jurisdictions outside Australia and New Zealand may be restricted by law and persons into whose possession this Offer Memorandum comes should inform themselves about and observe any such restrictions.

This Offer Memorandum is not an investment statement or prospectus under New Zealand law, and does not contain all the information that an investment statement or prospectus under New Zealand law is required to contain. The New Shares being offered under this Offer Memorandum are being offered to Eligible Shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

United States

The New Shares to be offered and sold in the Offer have not been, and will not be, registered under the U.S. Securities Act of 1933 (the Securities Act), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares to which this Offer Memorandum relates may only be offered or sold, directly or indirectly, outside the United States in "offshore transactions" (as defined in Rule 902(h) under the Securities Act) in compliance with Regulation S under the Securities Act.

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Representations and warranties

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Memorandum. Any information or representation not so contained may not be relied on as having been authorised by NMR in connection with the Offer. Except as required by law, and only to the extent so required, none of NMR, or any other person, warrants or guarantees the future performance of NMR or any return on any investment made pursuant to the Offer.

No cooling-off rights

Cooling-off rights do not apply to an investment in New Shares. You cannot, except as permitted by law, withdraw your application for New Shares once it has been received.

Not financial product advice

This Offer Memorandum is not financial product advice, does not propose to contain all the information that you may require in evaluating a possible acquisition of New Shares, and has been prepared without taking into account your investment objectives, financial situation or needs. Before deciding whether to apply for New Shares under the Offer, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the information, you have any questions about the Offer, you should contact your financial adviser, accountant or other professional adviser.

Defined terms and time

Defined terms used in this Offer Memorandum are contained in Section 7. All references to time are references to AEST.

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Directors

Mr James Walker - Non-Executive Chair

Mr Blake Cannavo - Managing Director and Chief Executive Officer Mr Philip Gardner - Non-Executive Director

Company Secretary

Ms Marika White

Mr Hasaka Martin

Registered Office

Suite 4201, Level 42 Australia Square

264 George Street, Sydney NSW 2000

Telephone: +612 65837833

Share Registry

Boardroom Pty Limited

Level 12, 225 George Street

Sydney NSW 2000

Telephone: +61 2 92909600

Auditor

HLB Mann Judd Assurance (NSW) Pty Ltd

Level 19, 207 Kent Street

Sydney NSW 2000

Lawyers for this Rights Issue

Highgate Legal Pty Ltd

31 Highgate Cct

North Kellyville NSW 2155

Telephone +61 403192230

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CHAIR'S LETTER

Dear NMR Shareholder,

On behalf of the directors of Native Mineral Resources Holdings Limited (NMR) I am pleased to offer you the opportunity to participate in a non-renounceable rights issue of up to approximately 16,521,407 New Shares in total (based on NMR's undiluted share capital as at 7 July 2022, without taking into account the impact of rounding) to raise up to approximately A$2.148 million (before expenses).

The Rights Issue offers Eligible Shareholders the right to take up one (1) New Share for every six (6) Shares they hold as at 5.00pm AEST on 13 July 2022, at an issue price of A$0.13 (13.0 cents) per New Share. The issue price of the New Shares represents a discount of:

• 18.8% to the closing market price of NMR's Shares on 7 July 2022 (being the last trading day prior to announcement of the Offer) of A$0.16 (or 16.0 cents) per Share; and
• 18.8% to the volume weighted average market price of NMR's Shares for the 5 trading days to close of trade on 7 July 2022 of A$0.16 (16.0 cents) per Share.

Eligible Shareholders may also apply for additional New Shares in excess of their Entitlement at the same issue price of A$0.13 (13.0 cents) per New Share. This is an opportunity for Eligible Shareholders to apply for additional Shares in order to top up their holdings at an attractive price.1

The proceeds from the rights issue will be primarily towards ongoing exploration across the Company's tenements as well as general administration costs and its working capital requirements.

I am pleased that we have reached this stage and your Directors recommend this Rights Issue Offer to you as an opportunity to further participate in NMR's future.

The directors have indicated that they and entities associated with them intend to apply for at least 1,650,427 shares ($214,556) out of their total entitlements of 9,800,609. Accordingly, a shortfall of at least 8,150,182 shares is expected.

You are encouraged to read this Offer Memorandum and the accompanying Entitlement and Acceptance Form fully. If you have any queries in relation to the Offer, you should consult your stockbroker or other professional advisor.

On behalf of your Board, I invite you to consider this investment opportunity and thank you for your ongoing support of NMR.

Yours faithfully,