Coutionary Statement & Disclaimer

TERMS OF USE. By attending a presentation or briefing, accepting, accessing, or reviewing a presentation, website www.ascendresources.com.au and information downloadable therefrom, social media or similar, and any related materials, whether written, verbal, or otherwise of Ascend Resources (Pty) Ltd (“Ascend”, the “Company”) (the “Materials”), you acknowledge and accept that the Materials are subject to the below terms and conditions.

FOR INFORMATION PURPOSES ONLY. The Materials are general in nature, for information purposes only, and do not purport to contain all of the information that may be required if assessing the business or prospects of the Company, for whatever purpose, including regarding a investment decisions. The Materials do not contain all of the information which would be required in a product disclosure statement, information circular, prospectus or disclosure document of any kind, as required by the Corporations Act (Australia), nor any other securities regulations in any other jurisdiction, including the United States, Canada, or New Zealand. Materials (unless otherwise stated) are provided as at the date thereof and to the maximum extent permitted by law, the Company has no obligation to update the information contained in the Materials.

NON-IFRS FINANCIAL INFORMATION. The Company is not a public company within the meaning of securities regulations. You should be aware that if included, financial measures in the Materials are “non-IFRS financial information” under ASIC Regulatory Guide 230: “Disclosing non-IFRS financial information” published by ASIC and also “Non-GAAP financial measures” within the meaning of Regulation G under the US Securities Exchange Act of 1934 and are not recognised under the AAS or IFRS. You should note that the non-IFRS financial information and non-GAAP financial measures do not have standardised meanings prescribed by AAS or IFRS and therefore, the non-IFRS financial information is not a measure of financial performance, liquidity or value under the IFRS and may not be comparable to similarly titled measures presented by other entities, nor should the information be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Investors are cautioned, therefore, not to place any reliance on any non-IFRS financial information included in the Materials.

FORWARD-LOOKING STATEMENTS, FUTURE ORIENTED FINANCIAL INFORMATION, FINANCIAL OUTLOOKS.The Materials contains forward looking statements, future oriented financial statements, financial outlooks, and opinions and statements about future performance and prospects of the Company and its business, which may be based and estimates, assumptions, and contingencies (collectively “forward-looking statements”). Forward-looking statements may constitute forward looking statements about future performance within the meaning of applicable securities laws, including in the United States (“US”), Australia, New Zealand, and other applicable jurisdictions. Forward-looking statements involve known and unknown risks and uncertainties beyond the control of the Company and its officer and directors and are subject to change without notice.  Forward-looking statements in Materials may relate to, but may not be limited to the results or outcomes of plans and objectives, budgets, exploration programs, work programs, the receipt or timing of goods or services, logistics, drilling, lab turnaround times, lab results, geology, mineralisation, discoveries, estimated calculations of mineral resources and reserves or similar at current or future projects or licences, industry trends, our requirements for additional capital, treatment under applicable government regimes for permitting or attaining approvals, government regulation, environmental regulations and land access, title disputes or claims, development, production, acquisitions and other events and achievements, financial outcomes, the business of the Company, and the potential benefits of the foregoing. These forward-looking statements may include statements or projections of our future financial performance, our anticipated growth strategies and anticipated trends in our industry. In some cases, you can identify these statements by forward-looking words such as “may,” :will,” “might,” “could,” “should,” “would,” “achieve,” “budget,” “scheduled,” “forecasts,” “target,” “expects,” “plans,” “anticipates,” “believes,” “intend,” ““estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. Forward-looking statements should not be relied upon for any purpose whatsoever including as an indication of future performance as there can be no assurance that the Company’s actual results will match the forward-looking statements. All forward-looking statements speak only as of the date on which they are made. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict and are at risk of changing unexpectedly and without notice, at any stage. Therefore, actual future events or results may differ materially from forward-looking statements. Risks that could cause forward-looking statements to materially differ from actual future events or results include but are not limited to timely delivery by contracted parties of goods and/or services, availability of funding, availability of equipment to perform work programs as scheduled, unforeseen break downs, labor shortages, delays, plant and equipment not functioning as specified or expected, unusual geological or technical problems, unsuccessful or delayed negotiations, logistical challenges associated with exploration work programs, adverse currency fluctuations, or similar. While assumptions may be reasonable based on information available at the time the Materials become available, these may prove to be incorrect. Accordingly, none of the Company, its representatives, officers, directors, and advisors, undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise. You are strongly cautioned against placing any reliance on forward-looking statements, especially considering the start up stage of the Company, its lack of trading history, the current economic climate and significant volatility, uncertainty and disruption caused by recent world events such as COVID-19 and similar, international hostilities, and related and unrelated economic change and uncertainties. There can be no guarantee that the Company is able to successfully secure projects, or that if it does, that such projects are developed into a mine, or that a liquidity event is achieved for exiting or selling securities of the Company. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. You should not rely on forward-looking statements in the Materials and if evaluating these statements, do so in the context of these risks and uncertainties. No reliance should be placed on the information or opinions contained in the Materials. An assessment of the Company, for any reason, including with respect to an investment in securities is subject to known and unknown risks, some of which are beyond the control of the Company. You should consult with your own legal, tax, business and/or financial advisors in connection with any assessment of the Company and if it becomes applicable any acquisition of securities.

NOT AN OFFER, NOT FOR DISTRIBUTION OR RELEASE IN ANY JURISDICTION INCLUDING THE UNITED STATES.The Materials, including this presentation, in no way seek to solicit or otherwise, investment in, or the purchase of shares or securities in the Company, and is not to be construed as an offering of securities, in any jurisdiction whatsoever. The Materials is not being accompanied by a prospectus or similar document, is not a general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, internet or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. The presentation, and the Materials does not constitute an offer to sell, the solicitation of an offer to buy, is not an invitation to subscribe or purchase, any securities in the Company in any jurisdiction, including Australia, New Zealand, Canada, and the United States. Any securities referred to in the Materials have not been, and will not be, registered under the US Securities Act of 1933 (the “US Securities Act”) or the securities laws of any state of the United States, or any other jurisdiction including, Australia, New Zealand or Canada, and may not be offered or sold, directly or indirectly, to any person in any jurisdiction or to any person acting for the account or benefit of a person in any jurisdiction unless they have been registered under the US Securities Act (which the Company has no obligation to do or to procure) or are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any applicable securities laws of any state or other jurisdiction of the United States, or under an exemption in any other jurisdiction, such as a sophisticated investor exemption as may be applicable.

DISCLAIMER.To the maximum extent permitted by law, the Company and each of its respective related bodies corporate, shareholders and affiliates, and each of their respective officers, directors, partners, employees, representatives, affiliates, agents, consultants and advisers (each a “Limited Party”): expressly disclaim any and all responsibility and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any direct, indirect, consequential or contingent loss or damage arising from this presentation or the Materials, or reliance on anything contained in or omitted from these or otherwise arising in connection with the Materials; disclaim any obligations or undertaking to release any updates or revisions to the information in the Materials and; do not make any representation or warranty, express or implied, as to the accuracy, reliability, completeness or fairness of the information, opinions and conclusions contained in the Materials or that the Materials contains all material information about the Company or its business or prospects, or that a prospective investor or purchaser may require in evaluating a possible investment in the Company or acquisition of shares in the Company, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward-looking statement. Any decision(s) or assessment of any kind based upon the Materials, is at your own risk and you are responsible to conduct your own due diligence and seek your own advice at your own risk.

Coutionary Statement & Disclaimer

TERMS OF USE.

By attending a presentation or briefing, accepting, accessing, or reviewing a presentation, website www.ascendresources.com.au and information downloadable therefrom, social media or similar, and any related materials, whether written, verbal, or otherwise of Ascend Resources (Pty) Ltd (“Ascend”, the “Company”) (the “Materials”), you acknowledge and accept that the Materials are subject to the below terms and conditions.

FOR INFORMATION PURPOSES ONLY.

The Materials are general in nature, for information purposes only, and do not purport to contain all of the information that may be required if assessing the business or prospects of the Company, for whatever purpose, including regarding a investment decisions. The Materials do not contain all of the information which would be required in a product disclosure statement, information circular, prospectus or disclosure document of any kind, as required by the Corporations Act (Australia), nor any other securities regulations in any other jurisdiction, including the United States, Canada, or New Zealand. Materials (unless otherwise stated) are provided as at the date thereof and to the maximum extent permitted by law, the Company has no obligation to update the information contained in the Materials.

NON-IFRS FINANCIAL INFORMATION.

The Company is not a public company within the meaning of securities regulations. You should be aware that if included, financial measures in the Materials are “non-IFRS financial information” under ASIC Regulatory Guide 230: “Disclosing non-IFRS financial information” published by ASIC and also “Non-GAAP financial measures” within the meaning of Regulation G under the US Securities Exchange Act of 1934 and are not recognised under the AAS or IFRS. You should note that the non-IFRS financial information and non-GAAP financial measures do not have standardised meanings prescribed by AAS or IFRS and therefore, the non-IFRS financial information is not a measure of financial performance, liquidity or value under the IFRS and may not be comparable to similarly titled measures presented by other entities, nor should the information be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Investors are cautioned, therefore, not to place any reliance on any non-IFRS financial information included in the Materials.

FORWARD-LOOKING STATEMENTS, FUTURE ORIENTED FINANCIAL INFORMATION, FINANCIAL OUTLOOKS.

The Materials contains forward looking statements, future oriented financial statements, financial outlooks, and opinions and statements about future performance and prospects of the Company and its business, which may be based and estimates, assumptions, and contingencies (collectively “forward-looking statements”). Forward-looking statements may constitute forward looking statements about future performance within the meaning of applicable securities laws, including in the United States (“US”), Australia, New Zealand, and other applicable jurisdictions. Forward-looking statements involve known and unknown risks and uncertainties beyond the control of the Company and its officer and directors and are subject to change without notice.  Forward-looking statements in Materials may relate to, but may not be limited to the results or outcomes of plans and objectives, budgets, exploration programs, work programs, the receipt or timing of goods or services, logistics, drilling, lab turnaround times, lab results, geology, mineralisation, discoveries, estimated calculations of mineral resources and reserves or similar at current or future projects or licences, industry trends, our requirements for additional capital, treatment under applicable government regimes for permitting or attaining approvals, government regulation, environmental regulations and land access, title disputes or claims, development, production, acquisitions and other events and achievements, financial outcomes, the business of the Company, and the potential benefits of the foregoing. These forward-looking statements may include statements or projections of our future financial performance, our anticipated growth strategies and anticipated trends in our industry. In some cases, you can identify these statements by forward-looking words such as “may,” :will,” “might,” “could,” “should,” “would,” “achieve,” “budget,” “scheduled,” “forecasts,” “target,” “expects,” “plans,” “anticipates,” “believes,” “intend,” ““estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. Forward-looking statements should not be relied upon for any purpose whatsoever including as an indication of future performance as there can be no assurance that the Company’s actual results will match the forward-looking statements. All forward-looking statements speak only as of the date on which they are made. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict and are at risk of changing unexpectedly and without notice, at any stage. Therefore, actual future events or results may differ materially from forward-looking statements. Risks that could cause forward-looking statements to materially differ from actual future events or results include but are not limited to timely delivery by contracted parties of goods and/or services, availability of funding, availability of equipment to perform work programs as scheduled, unforeseen break downs, labor shortages, delays, plant and equipment not functioning as specified or expected, unusual geological or technical problems, unsuccessful or delayed negotiations, logistical challenges associated with exploration work programs, adverse currency fluctuations, or similar. While assumptions may be reasonable based on information available at the time the Materials become available, these may prove to be incorrect. Accordingly, none of the Company, its representatives, officers, directors, and advisors, undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise. You are strongly cautioned against placing any reliance on forward-looking statements, especially considering the start up stage of the Company, its lack of trading history, the current economic climate and significant volatility, uncertainty and disruption caused by recent world events such as COVID-19 and similar, international hostilities, and related and unrelated economic change and uncertainties. There can be no guarantee that the Company is able to successfully secure projects, or that if it does, that such projects are developed into a mine, or that a liquidity event is achieved for exiting or selling securities of the Company. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. You should not rely on forward-looking statements in the Materials and if evaluating these statements, do so in the context of these risks and uncertainties. No reliance should be placed on the information or opinions contained in the Materials. An assessment of the Company, for any reason, including with respect to an investment in securities is subject to known and unknown risks, some of which are beyond the control of the Company. You should consult with your own legal, tax, business and/or financial advisors in connection with any assessment of the Company and if it becomes applicable any acquisition of securities.

NOT AN OFFER, NOT FOR DISTRIBUTION OR RELEASE IN ANY JURISDICTION INCLUDING THE UNITED STATES.

The Materials, including this presentation, in no way seek to solicit or otherwise, investment in, or the purchase of shares or securities in the Company, and is not to be construed as an offering of securities, in any jurisdiction whatsoever. The Materials is not being accompanied by a prospectus or similar document, is not a general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, internet or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. The presentation, and the Materials does not constitute an offer to sell, the solicitation of an offer to buy, is not an invitation to subscribe or purchase, any securities in the Company in any jurisdiction, including Australia, New Zealand, Canada, and the United States. Any securities referred to in the Materials have not been, and will not be, registered under the US Securities Act of 1933 (the “US Securities Act”) or the securities laws of any state of the United States, or any other jurisdiction including, Australia, New Zealand or Canada, and may not be offered or sold, directly or indirectly, to any person in any jurisdiction or to any person acting for the account or benefit of a person in any jurisdiction unless they have been registered under the US Securities Act (which the Company has no obligation to do or to procure) or are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any applicable securities laws of any state or other jurisdiction of the United States, or under an exemption in any other jurisdiction, such as a sophisticated investor exemption as may be applicable.

DISCLAIMER.

To the maximum extent permitted by law, the Company and each of its respective related bodies corporate, shareholders and affiliates, and each of their respective officers, directors, partners, employees, representatives, affiliates, agents, consultants and advisers (each a “Limited Party”): expressly disclaim any and all responsibility and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any direct, indirect, consequential or contingent loss or damage arising from this presentation or the Materials, or reliance on anything contained in or omitted from these or otherwise arising in connection with the Materials; disclaim any obligations or undertaking to release any updates or revisions to the information in the Materials and; do not make any representation or warranty, express or implied, as to the accuracy, reliability, completeness or fairness of the information, opinions and conclusions contained in the Materials or that the Materials contains all material information about the Company or its business or prospects, or that a prospective investor or purchaser may require in evaluating a possible investment in the Company or acquisition of shares in the Company, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward-looking statement. Any decision(s) or assessment of any kind based upon the Materials, is at your own risk and you are responsible to conduct your own due diligence and seek your own advice at your own risk.