For personal use only

20 July 2022

Vimy shareholders vote in favour of merger

with Deep Yellow

Vimy Resources Limited (ASX:VMY, OTCQB:VMRSF) (Vimy or Company) is pleased to announce that the requisite majorities of its shareholders (Vimy Shareholders) today voted in favour of the proposed scheme of arrangement, pursuant to which Deep Yellow Limited (ASX:DYL, OTCQX: DYLLF) (Deep Yellow) will acquire all of the shares in Vimy (Vimy Shares) (Scheme).

Results of the Scheme Meeting

In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), Vimy advises that the resolution to approve the Scheme as set out in the notice of Scheme meeting attached to Vimy's scheme booklet registered by ASIC on 16 June 2022 (Scheme Resolution), was passed by the requisite majorities of Vimy shareholders. A detailed report of the poll and proxy results on the Scheme Resolution t is included as Annexure A to this announcement. In summary:

  • 96.57% of Vimy Shareholders present and voting at the Scheme meeting (in person or by proxy, attorney or corporate representative via Vimy's online meeting platform) voted in favour of the Scheme Resolution; and
  • 99.00% of the total number of votes cast by Vimy Shareholders at the Scheme meeting (in person or by proxy, attorney or corporate representative via Vimy's online meeting platform) were in favour of the Scheme Resolution.

Next steps

Vimy will now seek approval of the Scheme by the Supreme Court of Western Australia (Court) at a second Court hearing scheduled for Tuesday, 26 July 2022 (Second Court Hearing).1 Further details about the Second Court Hearing are included as Annexure B to this announcement.

If the Court approves the Scheme at the Second Court Hearing, Vimy intends to lodge a copy of the orders of the Court with the Australian Securities and Investments Commission on Wednesday, 27 July 2022, so that the Scheme will become effective on that date. If this occurs, Vimy Shares will be suspended from trading on ASX with effect from close of trading on Wednesday, 27 July 2022.

Implementation of the Scheme is expected to occur on Thursday, 4 August 2022, subject to the satisfaction or waiver of the remaining conditions precedent to the Scheme (including approval by the Court at the Second Court Hearing).

Scheme Timetable

The key dates expected for the Scheme are set out below.

1 The Scheme remains subject to certain conditions. The Second Court Hearing will only occur if all of the remaining conditions precedent to the Scheme (other than the Supreme Court of Western Australia's approval of the Scheme) have been satisfied or waived as at 8.00 am (Perth time) on Tuesday, 26 July 2022 (being the date that is currently scheduled to be the Second Court Date). Full details of the conditions precedent to the Scheme (and other terms of it) are set out in the Scheme Implementation Deed entered into between Vimy and Deep Yellow (as amended from time to time), a summary of which is included in the Scheme Booklet and which is available on the ASX website at www2.asx.com.au and on Vimy's website at www.vimyresources.com.au.

Vimy Resources Limited

Telephone:

+61 8 9389 2700

First Floor, 1209 Hay Street

Website:

vimyresources.com.au

West Perth Western Australia

6005

For personal use only

Key Dates

Date*

Second Court Date for approval of the Scheme

Tuesday, 26 July 2022

Effective Date

Wednesday, 27 July 2022

Scheme Record Date

5:00pm (AWST), Friday, 29 July 2022

Implementation Date

Thursday, 4 August 2022

New Deep Yellow Shares commence trading on ASX on a

Friday, 5 August 2022

normal settlement basis

*All times and dates in the above timetable 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.

ENDS

Steven Michael

Managing Director

Tel: +61 8 9389 2700

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

2

only

About Vimy Resources

Vimy Resources Limited (ASX: VMY, OTCQB: VMRSF) is a Perth-based resource

development company. Vimy's flagship project is the Mulga Rock Project (100%),

one of Australia's largest undeveloped uranium resources, which is located

use

290km by road ENE of Kalgoorlie in the Great Victoria Desert of Western Australia.

Vimy also owns and operates the largest granted uranium exploration package in

the world-class Alligator River uranium district, located in the Northern Territory.

Vimy is exploring for large high-grade uranium unconformity deposits identical

to those found in the Athabasca Basin in Canada.

Vimy acknowledges the Traditional Custodians of the country on which we work

and travel, throughout Australia, and respects their associated connections.

personal

Directors and Management

The Hon. Cheryl Edwardes AM

Non-Executive Chairman

Wayne Bramwell

Non-Executive Director

Steven Michael

Managing Director & CEO

Dr Tony Chamberlain

Executive Director & COO

Paula Arthur

Manager Approvals and ESG

Shannon Coates

Company Secretary

Scott Hyman

Vice President Sales and Marketing

For

Xavier Moreau

General Manager, Geology and Exploration

Matthew Owen

Chief Financial Officer

Kyle Pitcher

Registered Manager, Mulga Rock Project

For a comprehensive view of information that has been lodged on the ASX online

lodgement system and the Company website, please visit asx.com.au and

vimyresources.com.au, respectively.

Principal Place of Business

Share Registry

First Floor

T: +61 8 9389 2700

Automic Group

1209 Hay Street

F: +61 8 9389 2722

West Perth WA 6005

E: info@vimyresources.com.au

T: 1300 288 664 (within Australia)

+61 2 9698 5414 (outside Australia)

Postal Address:

ABN: 56 120 178 949

W:

investor.automic.com.au

PO Box 23

E:

hello@automicgroup.com.au

West Perth WA 6872

Vimy has adopted

Towards Sustainable Mining ®

an award-winning

accountability framework

which helps minerals companies

evaluate, manage and communicate

their sustainability performance.

Adopting the independently verified system will reinforce Vimy's commitment

to continuous improvement

in safety, environmental

and social governance (ESG).

Committed to:

The amount of natural uranium

produced from Mulga Rock

(3.5Mlbs pa U3O8)

if utilised in nuclear reactors

which displaced coal-fired electricity

would reduce carbon dioxide

equivalent emissions

by approximately

64 million tonnes

That is equivalent to

about 12%

of Australia's

and 70%

of Western Australia's

greenhouse gas emissions

For personal use only

Annexure A: Voting Results of the Scheme Meeting

VIMY RESOURCES LIMITED

SCHEME MEETING

Wednesday, 20 July 2022

Voting Results

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2.

Disclosure of Proxy Votes

VIMY RESOURCES LIMITED

Automic

GPO Box 5193, Sydney, NSW 2001

Scheme Meeting

P 1300 288 664 (aus) or +61 (0)2 9698 5414 (world)

Wednesday, 20 July 2022

F +61 (0)2 8583 3040 E hello@automic.com.au

ABN 27 152 260 814

In accordance with section 251AA of the Corporations Act 2001, the following information is provided in relation to resolutions put to members at the meeting.

Proxy Votes

Poll Results (if applicable)

only

Decided by

Total Number

of Proxy Votes

Show of

FOR

AGAINST

ABSTAIN

PROXY'S

FOR

AGAINST

ABSTAIN

Resolution

Hands (S)

exercisable by

DISCRETION

proxies validly

or Poll (P)

appointed

1 Scheme Resolution - That under and

in accordance with the provisions of

ection 411 of the Corporations Act

2001 (Cth), the members agree to the

arrangement proposed between Vimy

Resources Limited and the holders of

its f lly paid ordinary shares,

designated the Scheme, as contained

501,829,600

4,243,321

1,535,265

507,572,689

5,110,125

use

P

507,608,186

10,357

10,357

in and more particularly described in

98.86%

0.84%

0.30%

99.00%

1.00%

the Scheme Booklet accompanying the

notice convening this meeting (with or

without any alterations or conditions

greed or any alterations or conditions

required by the Court) and the Board of

Directors of Vimy is authorised to

implement the Scheme with any such

alterations or conditions.

personalr

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Vimy Resources Ltd. published this content on 20 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 July 2022 02:53:02 UTC.