New Age Exploration : Options Prospectus

For personal use only

NEW AGE EXPLORATION LIMITED

[ABN 65 004 749 508]

("the Company")

OPTIONS PROSPECTUS

An offer of up to 100 options (New Options) at an issue price of $0.001 (0.1 cents) per New Option (Offer). Each New Option has an exercise price of $0.03 (3 cents) (Exercise Price), expiry date of 31 December 2023 (Expiry Date) and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company (Share).

The Offer is only made to and capable of acceptance by invitees determined by the

Company. The Offer closes at 5:00pm WST on 10 December 2021.

This Prospectus has also been prepared for the purposes of Section 708A(11) of the Corporations

Act 2001 (Cth) to facilitate the secondary trading of the Series A Options.

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

It is important that you read this Prospectus carefully before deciding to accept the Offer described in this Prospectus. If you do not understand its contents you should consult your stockbroker, accountant or other professional adviser.

The securities offered under this Prospectus are considered speculative

For personal use only

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CORPORATE DIRECTORY

New Age Exploration Limited

[ABN 65 004 749 508]

Directors

Alan Broome AM - Non-Executive Chairman

Joshua Wellisch - Executive Director

Adrien Wing - Non-Executive Director

Joint Company Secretaries

Adrien Wing

Pauline Moffatt

Registered Office

Level 2, 480 Collins Street

Melbourne VIC 3000

Telephone: +61 3 9614 0600

Facsimile: +61 3 9614 0550

ASX Code

NAE

Website

nae.net.au

To view annual reports, shareholder and company information, news announcements, background information

on the Company's business and historical information, visit www2.asx.com.au and search code "NAE".

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IMPORTANT NOTICES

This prospectus (Prospectus) is dated 10 December 2021. A copy of this Prospectus was lodged with the Australian Securities & Investments Commission (ASIC) on the same date. Neither ASIC nor ASX Limited (ASX) nor their respective officers take any responsibility as to the contents of this Prospectus.

Subject to the Corporations Act, the ASX Listing Rules and other applicable laws, the Company reserves the right to close the Offer early, to extend the Closing Date, or not to proceed with the Offer.

The Offer closes at 5:00pm (WST) on 10 December 2021, which date may change without notice.

This Prospectus is for an offer of convertible securities to acquire continuously quoted securities (the New Options). Accordingly, this Prospectus is not required by the Corporations Act to contain all the information normally required to be set out in a document of this type.

This Prospectus incorporates by reference information contained in documents lodged with ASIC. A document incorporated by reference in this Prospectus may be obtained free of charge from the Company during the application period.

The Company has determined the target market for the offer of New Options under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out in the website of the Company (nae.net.au). By making an application under the Offer, an investor warrants they have read and understood the TMD and that they fall within the target market set out in the TMD.

No person is authorised to give any information or make any representation in connection with this Prospectus that is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties. These statements are based on an assessment of past and present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, its Directors and management. Although the Company believes that the expectations reflected in the forward looking statements included in this Prospectus are reasonable, none of the Company, its Directors or officers, or any person named in this Prospectus can give, or gives, any assurance that the results, performance or achievements expressed or implied by the forward- looking statements contained in this Prospectus will actually occur or that the assumptions on which those statements are based will prove to be correct or exhaustive beyond the date of its making. Investors are cautioned not to place undue reliance on these forward-looking statements.

Except to the extent required by law, the Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus.

The forward-looking statements contained in this Prospectus are subject to various risk factors that could cause actual results to differ materially from the results expressed or anticipated in these statements. The key risk factors of investing in the Company are set out in Section 5 of this Prospectus.

No account has been taken of particular objectives, financial situation or needs of recipients of this Prospectus. Recipients of this Prospectus should have regard to their own objectives, financial situation and needs. Recipients of this Prospectus should make their own independent investigation and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and risks associated with investing. Independent advice should be sought before any decision is made to apply for New Options.

For personal use only

Subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws, the Company reserves the right to change the above dates, close the Offer before the date stated above, extend the Closing Date and subsequent dates or not proceed with the Offer. The Company reserves the right to extend the Closing Date by making an announcement of the extension to ASX.

No securities will be issued on the basis of this Prospectus after 10 January 2023, being the expiry date of this Prospectus.