Vimy Resources : Scheme Booklet registered with ASIC

For personal use only

16 June 2022

Scheme Booklet registered by ASIC

Vimy Resources Limited (ASX:VMY, OTCQB:VMRSF) (Vimy or Company) and Deep Yellow Limited

(ASX: DYL, OTCQX: DYLLF) (Deep Yellow) refer to the announcement made on 15 June 2022 in relation to:

• the proposed merger pursuant to which Deep Yellow proposes to acquire all the shares in Vimy by way of a scheme of arrangement (Scheme); and
• the orders made by the Supreme Court of Western Australia that Vimy convene a meeting of Vimy shareholders to consider and vote on the Scheme (Scheme Meeting) and approving the dispatch of an explanatory statement providing information about the Scheme, together with the Notice of Scheme Meeting (together, the Scheme Booklet) to Vimy shareholders.

Scheme Booklet

Vimy confirms that the Australian Securities and Investments Commission (ASIC) has today registered the Scheme Booklet. A copy of the Scheme Booklet is attached to this announcement and will also be made available on Vimy's website at www.vimyresources.com.au.

The Scheme Booklet is expected to be dispatched to Vimy shareholders on Monday, 20 June 2022*. For details of how you will receive your Scheme Booklet, please refer to the Company's previous announcement made on 15 June 2022.

Vimy shareholders should carefully read the Scheme Booklet in its entirety, including the materials accompanying it, before deciding whether to vote in favour of the Scheme. If after reading the Scheme Booklet you have any questions about the Scheme or the Scheme Booklet, please contact the Vimy Shareholder Information Line on 1300 038 212 (within Australia) or +61 2 9066 4052 (outside Australia) between 7.00am and 5:00pm (AWST) Monday to Friday, excluding public holidays.

Independent Expert's Report and Directors' recommendation

The Scheme Booklet includes a copy of the independent expert's report prepared by Deloitte Corporate Finance Pty Limited (Independent Expert), which has concluded the Scheme is fair and reasonable and in the best interests of Vimy shareholders.

The Directors of Vimy continue to unanimously recommend that Vimy shareholders vote in favour of the Scheme at the Scheme Meeting, in the absence of a Superior Proposal (as that term is defined in the Scheme Implementation Deed) and subject to the Independent Expert concluding in the Independent Expert's Report (and continuing to conclude) that the Scheme is in the best interests of Vimy Shareholders. Subject to those same qualifications, each member of the Vimy Board intends to vote, or procure the voting of, all Vimy shares held or controlled by them in favour of the Scheme at the Scheme Meeting.

For personal use only

Scheme Meeting

The Scheme Meeting, at which Vimy shareholders will vote on the proposed Scheme, is expected to be held at 10:00am (AWST) on Wednesday, 20 July 2022*. Due to the COVID-19 pandemic, in the interests of the health and safety, the Scheme Meeting will be held electronically via an online platform.

Details of how to access the online platform and participate in the Scheme Meeting will be contained in the notice of meeting included in the Scheme Booklet. Vimy shareholders who participate in the Scheme Meeting via the online platform will be able to listen to the Scheme Meeting, cast a vote online and ask questions.

All registered Vimy shareholders as at 5:00pm (AWST) on Monday, 18 July 2022* will be eligible to vote at the Scheme Meeting.

All Vimy shareholders are encouraged to vote either by attending and voting at the virtual Scheme Meeting or by lodging a proxy to vote at the virtual Scheme Meeting. The notice of Scheme Meeting provides information on how to lodge your proxy form (if applicable).

Steven Michael

Managing Director and CEO

Tel: +61 8 9389 2700

Released for and on behalf of the Board of Vimy Resources Limited

*All times and dates are references to the time and date in Perth, Western Australia (AWST). All dates are indicative only and, among other things, are subject to the Court approval process, ASX approval and the satisfaction or, where applicable, waiver of the conditions set out in Section 2.5 of the Scheme Booklet. Vimy reserves the right to vary the times and dates set out above. Any changes to the above timetable

will be announced on ASX and notified on Vimy's website at www.vimyresources.com.au. Vimy will continue to update Vimy shareholders as to any material developments in relation to the Scheme as the timetable progresses.

For personal use only

Scheme Booklet

For the scheme of arrangement in relation to the proposed acquisition by Deep Yellow Limited (ACN 006 391 948) of all of your Vimy Shares in Vimy Resources Limited (ACN 120 178 949).

The Notice of Scheme Meeting is included in Appendix 4 to this Scheme Booklet. The Proxy Form for the Scheme Meeting accompanies this Scheme Booklet. The Scheme Meeting will be held at 10.00am AWST on Wednesday, 20 July 2022. As a result of the potential risks associated withlarge gatherings due to the ongoing COVID-19 pandemic, the Scheme Meeting will be virtual (online only). Vimy Shareholders who participate in the Scheme Meeting via the online platform will be able to listen to and watch the Scheme Meeting, cast an online vote and ask questions online.

VOTE IN FAVOUR

Your vote is important in determining whether the Scheme proceeds.

Your Directors unanimously recommend that you vote in favour of the Scheme1, in the absence of a superior proposal and the Independent Expert continuing to conclude the Scheme is in the best interests of shareholders.

This is an important document and requires your urgent attention.

If you are in any doubt as to how to deal with this Scheme Booklet, please consult your legal, financial, taxation or other professional adviser immediately. If after reading this Scheme Booklet you have any questions about the Scheme, please call the Shareholder Information Line on 1300 038 212 (within Australia) or +61 2 9066 4052 (outside Australia) Monday to Friday between 7.00am and 5.00pm (AWST).

VIMY RESOURCES LIMITED

ACN 120 178 949

only

CORPORATE

DIRECTORY

For personal use

Vimy Resources Limited

ACN 120 178 949

First Floor, 1209 Hay Street West Perth WA 6005 Telephone: +61 8 9389 2700 Website: www.vimyresources.com.au

Directors

The Hon. Cheryl Edwardes AM Independent Non-Executive Chairman

Wayne Bramwell

Non-Executive Director

Steven Michael

Managing Director and Chief Executive Officer

Anthony Chamberlain

Executive Director and Chief Operating Officer

Company Secretary

Shannon Coates

Appointed Auditor

KPMG Australia

235 St Georges Terrace

Perth WA 6000

Share Registry

Automic Group

Level 5, 126 Phillip Street

Sydney NSW 2000

Telephone:

Australia: 1300 288 664

International: +61 2 9698 5414

Investigating Accountant

KPMG Financial Advisory Services (Australia) Pty Ltd

235 St Georges Terrace

Perth WA 6000

Legal Adviser

MinterEllison

Allendale Square, 77 St Georges Terrace

Perth WA 6000

Telephone: +61 8 6189 7800

Financial Adviser

Macquarie Capital (Australia) Limited

Level 23, 240 St Georges Terrace

Perth WA 6000

Telephone: +61 8 9224 0647

Independent Expert

Deloitte Corporate Finance Pty Ltd

Brookfield Place

123-125 St Georges Terrace

Perth WA 6000

Telephone: +61 8 9365 7000

Independent Technical Specialist

SRK Consulting (Australasia) Pty Ltd

Level 3, 18-32 Parliament Place

West Perth WA 6005