Mr. Harry Barr reports

NEW AGE METALS SIGNS BINDING AGREEMENT WITH MINERAL RESOURCES LIMITED A MAJOR AUSTRALIAN LITHIUM PRODUCER, ON ITS MANITOBA LITHIUM DIVISION

New Age Metals Inc. has entered into a binding term sheet with a wholly owned subsidiary of Australian lithium and iron ore producer Mineral Resources Ltd. (MRL). Under the terms, MRL can earn up to a 75-per-cent interest in New Age Metals' Manitoba lithium division.

• New Age Metals enters into a legally binding term sheet with MRL with respect to New Age Metals' Manitoba lithium projects;
• MRL has the right to acquire an initial 51-per-cent interest by completing $4-million of exploration and development activities and $400,000 in cash payments within 42 months from the effective date;
• MRL can earn an additional 14-per-cent interest (65 per cent) by completing a National Instrument 43-101 compliant mineral resource estimate and prefeasibility study on developing a spodumene concentrate operation at one or more of New Age Metals' projects;
• MRL can earn an additional 10-per-cent interest (75 per cent) by financing the project to the point of a final construction decision made by MRL;
• New Age Metals shall have the option to complete an initial public offering of New Age Metals' joint venture interest or spinning out New Age Metals' minority joint venture interest into a public vehicle holding such minority joint venture interest;
• New Age Metals intends to complete a maiden drill program on its Lithium Two project in October, 2021; Lithium Two hosts a historic non-NI 43-101 compliant mineral resource of 544,000 tonnes at 1.4 per cent Li2O (lithium oxide).

Harry Barr, chairman and chief executive officer, commented: "The stated mandate for our lithium division since acquisition of our projects was to secure a strategic partner with exploration, development and production expertise, and this agreement with Mineral Resources Ltd. fulfills our objective. Mineral Resources is one of the world's largest lithium producers with a current market capitalization of approximately $9-billion (Australian). This agreement comes at an opportune time in the market where North American lithium demand is high and there is a growing need to introduce local supply to meet that demand. Manitoba is an underexplored region in North America for lithium and rare elements. This is a strategic transaction for New Age shareholders as it provides both a non-dilutive financing for the development of our substantial lithium division through a partnership with one of the world's largest producers and the flexibility to finance our share of the projects through various methods. Our phase 1 exploration plan is to complete a maiden drill program at our Lithium Two project and groundproof geophysical targets that were identified earlier this year."

Term sheet summary

The binding term sheet provides the framework by which Lithium Mineral Resources Pty. Ltd., a wholly owned subsidiary of MRL, has the right to acquire up to a 75-per-cent beneficial interest in the tenements owned by Lithium Canada Development -- a wholly owned subsidiary of New Age Metals as follows:

1. An initial 51-per-cent interest (initial farm-in interest) by completing $4-million of exploration and development activities on the tenements (initial farm-in obligation) within 42 months from the effective date (initial farm-in period) with a minimum mandatory expenditure of $1-million of exploration and development activities within 18 months; in the event MRL earns the initial farm-in interest, the parties agree to establish an unincorporated joint venture in relation to the project on the farm-in date of the initial farm-in interest; the joint venture assets will be beneficially owned by the joint venture parties in proportion to their joint venture interests (see attached table); during the initial farm-in period, New Age Metals will act as manager and shall perform the initial farm-in obligations under the direction of and on behalf of MRL and, in return, charge a management fee for conducting its exploration and development activities;
2. A further 14-per-cent interest (further farm-in interest) by completing an NI 43-101 compliant prefeasibility study on developing a spodumene concentrate operation at one or more of the projects, including the completion of a compliant resource statement (further farm-in obligation) within five years from the effective date (further farm-in period);
3. A final 10-per-cent interest (final farm-in interest) by financing the project to the point of a final construction/investment decision (FID) made by MRL (final farm-in obligation) within seven years from the effective date (final farm-in period).

In consideration of New Age Metals entering this term sheet, MRL will pay to New Age Metals a sum of $400,000 according to the following schedule: $100,000 on the effective date and on each of the first three anniversaries of the effective date.

At FID, New Age Metals may elect to sell (put option) and MRL may elect to buy (call option), New Age Metals' joint venture interest on the following terms:

• New Age Metals or MRL may provide notice to exercise the put option (or royalty conversion option in the case of New Age Metals) or call option (as applicable) within 30 days of the FID.
• If either party exercises its option, MRL will pay New Age Metals the fair market value for New Age Metals' joint venture interest (sale consideration).
• At MRL's election, up to 50 per cent of the sale consideration can be settled with an equivalent value in ordinary shares in MRL.

Fair market value will be determined by an independent mining valuation expert appointed by the parties.

All financing after the FID will be by the joint venture parties in accordance with their joint venture interests.

At FID, MRL will provide New Age Metals with a loan to finance its proportion of the development costs of the project. The parties must enter into a loan agreement to record the terms of the loan, which must include:

1. Interest being payable at a rate that is equal to MRL's weighted cost of capital at FID;
2. The loan being repaid in priority to all other payments from net revenue received by New Age Metals from the sale of its share of product from the project.

At FID, New Age Metals may withdraw from the joint venture by electing to: either convert its joint venture interest to a 2.5-per-cent net smelter return (NSR) royalty on all lithium and other minerals that are extracted from the project and sold at the mine gate and the joint venture will terminate; or exercise the put option.

Each joint venture party will own and be entitled to take that proportion of product produced from the project equivalent to its joint venture interest in kind.

Each party has a pre-emptive right to acquire the other party's joint venture interest if that other party proposes to sell, transfer or otherwise dispose of its joint venture interest (including any sale, transfer or disposal that occurs by reason of a change of control of that other party). For greater certainty, New Age Metals shall not be restricted from completing an initial public offering of New Age Metals' joint venture interest or spinning out New Age Metals' minority joint venture interest into a public vehicle holding such minority joint venture interest as its sole asset and MRL's pre-emptive right shall not apply in either of these instances.

About New Age Metals Ltd.

New Age Metals is a junior mineral exploration and development company focused on the discovery, exploration and development of green metal projects in North America. The company has two divisions: a platinum group metals (PGM) division and a lithium/rare element division.

The PGM division includes the 100-per-cent-owned, multimillion-ounce, district-scale River Valley project, one of North America's largest undeveloped platinum group metal projects, situated 100 kilometres northeast from Sudbury, Ont. The company completed a positive preliminary economic assessment on the project in 2019 and is fully financed to complete a prefeasibility study on the project. A technical report is slated to be published by the end of the first half of 2022. In addition to River Valley, the company is the 100-per-cent owner of the Genesis PGM/copper/nickel project.

The lithium division is one of the largest mineral claim holders in the Winnipeg River pegmatite field, where the company is exploring for hard-rock lithium and various rare elements such as tantalum and rubidium. Plans for 2021 include drone-supported geophysics on at least five of the company's seven projects and a maiden diamond drill program on the company's Lithium Two project.

New Age Metals' philosophy is to be a project generator with the objective of optioning the company's projects to major and junior mining companies to potentially develop them through to production. The company is actively seeking an option/joint venture partner for its road-accessible Genesis PGM/copper/nickel project in Alaska.

We seek Safe Harbor.