12 EXPLORATION INC. LISTING STATEMENT - FORM 2A MAY 13,2019 LEGAL*48048710.1 NOTE TO READER This Listing Statement contains a copy of the final prospectus of 12 Exploration Inc. (the "Issuer"), dated March 11, 2019 (the "Prospectus"), which is attached as Schedule "A" hereto. Certain sections of the Canadian Securities Exchange ("CSE") form of Listing Statement have been included following the Prospectus to provide additional disclosure about the Issuer required by the CSE. All capitalized terms not defined in this Listing Statement have the meanings given to them in the Prospectus. LEGAL*48048710.1 TABLE OF CONTENTS • Table of Concordance • Schedule "A" - Final Prospectus dated March 11, 2019 • Schedule "B" - Form 2A Listing Statement Disclosure - Additional Information [Section 14] • Certificate of the Issuer LEGALM8048710.1 TABLE OF CONCORDANCE Information Required by Form 2A Corresponding Item(s) in the Prospectus Page No. Listing Statement Prospectus Corporate Structure The Corporation 4 General Development of the Business Business of the Company 4-8 Narrative Description of the Business Properties and Technical Report 9-44 Selected Consolidated Financial Summary Financial Data 3 Information Management's Discussion and Management's Discussion and Analysis 65-86 Analysis of Financial Conditions and Results of Operations Market for Securities N/A N/A Consolidated Capitalization Capitalization 57 Options to Purchase Securities Stock Option 57 Description of the Securities Description of the Securities Being 57 Distributed Escrowed Securities Escrowed Securities 58 Principal Shareholders Principal Shareholders of Securities 60 Directors and Officers Directors and Officers 45-48 Capitalization Capitalization 57 Executive Compensation Executive Compensation 60-61 Indebtedness of Directors and Indebtedness of Directors and 64 Executive Officers Executive Officers Risk Factors Risk Factors 87 Promoters Promoter 94 Legal Proceedings Legal Proceedings 87 Interest of Management and Others in Interest of Management and Others in 86 Material Transactions Material Transactions Auditors, Transfer Agents and Auditors, Transfer Agent and Registrar 86 Registrars Material Contracts Material Contracts 94 Interest of Experts Experts 93 Other Material Facts N/A N/A Financial Statements Financial Statements F1-F35 APPENDIX A: MINERAL Properties and Technical Report 9-44 PROJECTS LEGALM8048710.1 SCHEDULE "A" - FINAL PROSPECTUS DATED MARCH 11,2019 See attached. LEGALM8048710.1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons authorized to sell such securities. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws. Accordingly, the securities offered hereby may not be offered or sold within the United States in the absence of an exemption from the registration requirements of the 1933 Act and applicable state securities laws. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See “Plan of Distribution for the Offering”. PROSPECTUS Initial Public Offering March 11, 2019 12 EXPLORATION INC. 4,000,000 COMMON SHARES $0.15 PER COMMON SHARE This prospectus qualifies the distribution (the “Offering”) of 4,000,000 Common Shares (“Offered Shares”) of 12 Exploration Inc. (“12 Exploration” or the “Corporation”) at a price of $0.15 per share (the “Offering Price”); and (ii) up to 320,000 compensation warrants (the “Compensation Warrants”) of the Corporation to be issued to Industrial Alliance Securities Inc. (the “Agent”) as agent in connection with the Offering, or as the Agent may otherwise direct. The Offering will not be completed for less than 4,000,000 Offered Shares. Price to public Underwriting discounts Net Proceeds to or commissions(1) Corporation(2) Per Offered Share $0.15 $0.012 $0.138 Total $600,000 $48,000 $552,000 Notes: (1) The Offered Shares are being sold by the Agent on a best efforts basis and the distribution thereof will remain open until the earlier of the Closing Date and the latest date allowable by the Canadian Securities Exchange. The Agent will be paid a cash fee equal to 8% of the gross proceeds of the Offering (“Agent’s Fee”), as well as a one-time corporate finance fee in the amount of $10,000 which has been paid to the Agent. In addition, the Agent will also receive Compensation Warrants entitling the Agent to purchase such number of Common Shares as is equal to 8% of the total number of Offered Shares sold pursuant to the Offering at the Offering Price per Common Share for a period of 24 months from the date of issuance thereof. This prospectus also qualifies the distribution of the Compensation Warrants. See “Plan of Distribution for the Offering” and “Description of Securities Being Distributed”. (2) Before deducting other expenses of the Offering estimated at $150,000. The Agent conditionally offers the Offered Shares qualified hereunder on a best efforts basis if, as and when issued, sold and delivered by the Corporation in accordance with the terms and conditions contained in the Agency Agreement (as defined herein) referred to under “Plan of Distribution for the Offering” and subject to the approval of certain legal matters on behalf of the Corporation by Cassels Brock & Blackwell LLP and on behalf of the Agent by Burstall LLP. Subscriptions for Offered Shares offered hereunder will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The price per Offered Share was determined based upon arm’s length negotiations between the Corporation and the Agent. It is expected that the i closing date of the Offering (the “Closing Date”) will be April 17, 2019 or such other date as the Corporation and the Agent shall agree, but in any event no later than such date as is allowable by the Canadian Securities Exchange. As at the date of this prospectus, the Corporation does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities on the Toronto Stock Exchange, the TSX Venture Exchange, a U.S. marketplace or a marketplace outside Canada and the United States of America. The Corporation has applied to list the Common Shares on the CSE. Listing will be subject to the Corporation fulfilling all of the listing requirements of the CSE. Agent’s Position Maximum Size or Exercise Exercise Price or Number of Securities Period/Acquisition Date Average Acquisition Held Price Compensation Warrants(1) Up to 320,000 Exercisable until the date $0.15 which is 24 months following the Closing Date Any other option granted Nil N/A N/A by Corporation or insider of Corporation Total securities under Up to 320,000(2) Exercisable until the date $0.15(2) option which is 24 months following the Closing Date Other compensation Nil N/A N/A securities Notes: (1) This prospectus also qualifies the distribution of the Compensation Warrants, and the Common Shares issuable upon exercise thereof. See “Plan of Distribution for the Offering” and “Description of Securities Being Distributed”. (2) Each Compensation Warrant entitles the Agent to purchase one Common Share at the Offering Price. An investment in the securities of the Corporation is speculative and involves a high degree of risk. Investors should carefully review the risk factors outlined in this prospectus. See “Risk Factors”. There is currently no market through which any of the securities being distributed under this prospectus, may be sold, and purchasers may not be able to resell such securities acquired hereunder. This may affect the pricing of such securities in the secondary market, the transparency and availability of trading prices, the liquidity of such securities and the extent of issuer regulation. See “Risk Factors”. Potential investors are advised to consult their own legal counsel and other professional advisers in order to assess income tax, legal and other aspects of this investment. No person has been authorized to give any information other than that contained in this prospectus, or to make any representations in connection with the securities qualified for distribution hereunder, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Corporation. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. ii The registered office of the Corporation is located at 2100-40 King Street West, Toronto, Ontario, M5H 3C2 and the principal office of the Corporation is located at 82 Richmond Street East, Toronto, Ontario M5C 1P1. It is expected that the Offered Shares will be issued as non-certificated book-entry securities through CDS Clearing and Depository Services Inc. (“CDS”) or its nominee. Consequently, purchasers of the Offered Shares will receive a customer confirmation from the registered dealer that is a CDS participant from or through which the Offered Shares were purchased and