ECHELON RESOURCES LIMITED — Capital/Financing Update 2021

Nov 22, 2021

22 November 2021

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NOTICE OF ISSUE OF OPTIONS UNDER SHARE OPTION SCHEME

This notice is given pursuant to NZX Listing Rule 3.13.1. New Zealand Oil & Gas advises that it has issued options to acquire ordinary shares in the Company (“Options”) to certain of its employees. The Options have been issued under the New Zealand Oil & Gas Limited Share Option Scheme (“Scheme”).

Section 1: Issuer information
Name of issuer	New Zealand Oil & Gas Limited
NZX ticker code	NZO
Class of financial product	Options to acquire ordinary shares, issued in accordance with the Scheme Rules
ISIN (If unknown, check on NZX website)	N/A. The Options will not be quoted.
Currency	NZD
Section 2: Capital change details
Number issued/acquired/redeemed	2,370,333
Nominal value (if any)	N/A
Issue/acquisition/redemption price per security	N/A
Nature of the payment (for example, cash or other consideration)	No amount is payable for the issuance of Options, in accordance with the Scheme Rules. The exercise price for the Options is $0.52 per Option.
Amount paid up (if not in full)	N/A
Percentage of total class of Financial Products issued/acquired/redeemed/ (calculated on the number of Financial Products of the Class, excluding any Treasury Stock, in existence)	34% of all Options currently on issue. If, on vesting, all Options are exercised, the ordinary shares issued would represent 2.78% of the ordinary shares in NZO (based on the number of ordinary shares and Options currently on issue)
For an issue of Convertible Financial Products or Options, the principal terms of Conversion (for example the Conversion price and Conversion date and the ranking of the Financial Product in relation to other Classes of Financial Product) or the Option (for example, the exercise price and exercise date)	The Options have been issued subject to the Scheme Rules. Each Option is an option to acquire one fully paid ordinary share. Option holders will be able to exercise the Options in the period from 30 June 2024 until 30 June 2027. The exercise price for the Options is $0.52 per Option. Shares issued on the exercise of Options will be issued on the same terms and will rank equallyin all respects with ordinaryshares

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	currently on issue. Options do not carry voting rights or any entitlement to receive dividends unless and until exercised and converted to shares. In the event of a “change of control event”, generally the vesting date of Options will accelerate and the Options will become exercisable. Options are generally forfeited by a participant on the occurrence of a “lapse event” (which includes when the participant ceases to be an employee of the company). The Board may permit participants to exercise Options by way of a cashless exercise, through which the company would only issue to a participant the number of shares equal in value to the difference between the exercise price otherwise payable in respect of the Options and the market value of shares at the time of exercise.	currently on issue. Options do not carry voting rights or any entitlement to receive dividends unless and until exercised and converted to shares. In the event of a “change of control event”, generally the vesting date of Options will accelerate and the Options will become exercisable. Options are generally forfeited by a participant on the occurrence of a “lapse event” (which includes when the participant ceases to be an employee of the company). The Board may permit participants to exercise Options by way of a cashless exercise, through which the company would only issue to a participant the number of shares equal in value to the difference between the exercise price otherwise payable in respect of the Options and the market value of shares at the time of exercise.
Reason for issue/acquisition/redemption and specific authority for issue/acquisition/redemption/ (the reason for change must be identified here)	Issue of Options under the Scheme to assist in retaining and motivating key employees, and to align the interests of employees with shareholders in order to encourage shareholder value creation
Total number of Financial Products of the Class after the issue/acquisition/redemption/Conversion (excluding Treasury Stock) and the total number of Financial Products of the Class held as Treasury Stock after the issue/acquisition/redemption.	7,079,311 Options
In the case of an acquisition of shares, whether those shares are to be held as treasury stock	N/A
Specific authority for the issue, acquisition, or redemption, including a reference to the rule pursuant to which the issue, acquisition, or redemption is made	Scheme Rules and Board Resolution dated 2 November 2021 approving the issuance in accordance with Listing Rule 4.6.1 and section 49 of the Companies Act 1993.
Terms or details of the issue, acquisition, or redemption (for example: restrictions, escrow arrangements)	As above. The Options have been issued in accordance with the terms of the Scheme Rules in the form approved by the Board.
Date of issue/acquisition/redemption	23 November 2021
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement		Paris Bree
Contact person for this announcement		Paris Bree
Contact phone number		+64 4 495 2411
Contact email address		Paris.Bree@nzog.com
Date of release through MAP		23 November 2021

For further information please contact the Company on: email enquiries@nzog.com phone +64 4 495 2424