Apollo Consolidated : Target's Statement - Gold Road Offer

ASX ANNOUNCEMENT

By e-lodgement

18 November 2021

For personal use only

Target's Statement - Gold Road Offer

Apollo Consolidated Limited (ASX: AOP) (Apollo) has today lodged its Target's Statement with the Australian Securities and Investments Commission and the Australian Securities Exchange in response to the off-market takeover offer (the Offer) from Gold Road Resources Limited (ACN 109 289 527) (Gold Road) to acquire all the ordinary shares in Apollo.

A copy of the Target's Statement is attached to this announcement.

The Target's Statement has also been given to Gold Road today and is in the process of being dispatched to Apollo shareholders in accordance with the Corporations Act.

The Bidder's Statement for the Offer was released to the ASX on 21 October 2021. Dispatch of the Bidder's Statement to Apollo shareholders has been completed, and the Offer is open for acceptance.

The Board of Apollo unanimously recommends that all Apollo shareholders REJECT the Offer and accept the superior Ramelius Resources Limited offer, pursuant to Apollo's Target Statement dated 12 November 2021 (Ramelius Offer) (in the absence of a further Superior Proposal).

Each director of Apollo has previously REJECTED the Offer and accepted the superior Ramelius Offer.

In considering the Board of Apollo's recommendation, Apollo shareholders should review the comprehensive information provided in the Bidder's Statement and in the Target's Statement lodged today.

All company announcements and information on the Offer are available on the Apollo website at www.apolloconsolidated.com.au. Shareholders can also receive further information on the Offer by calling the Company Secretary on [phone] at any time between 8:30am and 5pm (WST) on Monday to Friday.

This announcement has been authorised for release by the Board of Apollo Consolidated Limited.

	-ENDS-
Further information:
Nick Castleden	Luke Forrestal
Managing Director	Associate Director
Apollo Consolidated Limited	Media & Capital Partners
[phone]	[phone]

Apollo Consolidated Limited	Telephone:	[phone]
ABN 13 102 084 917
ASX: AOP	Facsimile:	[phone]
1202 Hay Street Perth WA 6005	Email:	[e-mail]
PO Box 556, Cottesloe WA 6911	Web:	www.apolloconsolidated.com.au

For personal use only

TARGET'S STATEMENT

prepared by

Apollo Consolidated Limited

ACN 102 084 917

in relation to the off-market takeover bid by

Gold Road Resources Limited

ACN 109 289 527

to acquire all of your ordinary fully paid shares in Apollo. The Directors of Apollo unanimously recommend that you

REJECT

the Offer from Gold Road.

The Offer Price of $0.56 cash for each of your Apollo Shares, is final and cannot be increased during the Offer Period.

The Directors of Apollo unanimously recommend that you accept the Ramelius Offer, in the absence of a further Superior Proposal.

The Ramelius Offer is superior to the Offer from Gold Road and Ramelius has acquired a relevant interest in more than 50% of the Shares on issue, through acceptances received under the Ramelius Offer.

Gold Road has accepted the Ramelius Offer in relation to its 19.9% holding in Apollo.

This is an important document and requires your immediate attention. If you do not understand it or are in doubt as to how to act, you should consult your legal, financial or other professional adviser immediately. If you have recently sold all your Apollo Shares, please disregard this document.

Apollo Shareholders who require assistance may call the Company Secretary on [phone] at any time between 8:30am and 5pm (WST) on Monday to Friday.

Corporate Adviser

Legal Adviser

I MP O R T A N T N O T I C E S

For personal use only

Nature of this document

This Target's Statement is dated 18 November 2021 and is given by Apollo Consolidated Limited (Apollo) under Part

6.5 Division 3 of the Corporations Act in response to the Bidder's Statement by Gold Road Resources Limited (Gold Road) dated 21 October 2021.

ASIC and ASX disclaimer

A copy of this Target's Statement has been lodged with ASIC and ASX. Neither the ASIC or ASX, nor any of their

respective officers, takes any responsibility for the contents of this Target's Statement.

No account of personal circumstances

This Target's Statement should not be taken as personal financial, investment or tax advice as each Shareholder's deliberations and decision will depend upon their own financial situation, tax position, investment objectives and particular needs.

Your Apollo Directors encourage you to read this Target's Statement in its entirety and obtain independent advice from your investment, financial, tax or other professional adviser before making a decision whether or not to accept the Offer.

Defined terms

Capitalised terms used in this Target's Statement are defined in section 12 of this Target's Statement.

Further information

Apollo Shareholders who require assistance may call the Company Secretary on [phone] at any time between 8:30am and 5pm (WST) on Monday to Friday.

Further information relating to the Offer can be obtained from Apollo's website at www.apolloconsolidated.com.au.

Information contained in, or otherwise accessible through, this internet site is not a part of this Target's Statement. All references in this Target's Statement to this internet site are inactive textual

references and are for your information only.

Forward looking statements

This Target's Statement contains various forward looking statements. Statements other than statements of historical fact may be forward looking statements. Apollo believes that it has reasonable grounds for making all statements relating to future matters attributed to it in

this Target's Statement. Apollo Shareholders should note that such statements are subject to inherent risks and uncertainties in that they may be affected by a variety of known and unknown risks, variables and other factors, many of which are beyond the control of Apollo. Shareholders should note that any reference to past performance is not intended to be, nor should it be relied upon as, a guide to any

future performance. Actual results, values, performance or achievements may differ materially from results, values, performance or achievements expressed or implied in any forward looking statement. None of Apollo, its officers nor any person named in this Target's Statement with their consent or any person involved in the preparation of this

Target's Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any results, values, performance or achievements expressed or implied in any forward looking statement, except to the extent required by law. Shareholders should not place undue reliance on any such statement. The forward looking statements in this Target's Statement only reflect views held as at the date of this Target's Statement. Any forward looking statement in this Target's Statement is qualified by this cautionary statement.

Information on Gold Road

All of the information concerning Gold Road contained in this Target's Statement has been obtained from publicly available sources including public documents filed by Gold Road and the Bidder's Statement. None of the

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information in this Target's Statement relating to Gold Road has been verified by Apollo or its Directors for the purposes of this Target's Statement. Accordingly, to the extent permitted by law, Apollo makes no representation or warranty (either express or implied) as to the accuracy or completeness of this information. The information on Gold Road in this Target's Statement should not be considered comprehensive.

Foreign jurisdictions

The release, publication or distribution of this Target's Statement in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable

laws or regulations. This Target's Statement has been prepared in accordance with Australian law, and the information contained in this Target's Statement may not be the same as that which would have been disclosed if this Target's Statement had been prepared in accordance with the laws and regulations outside Australia.

Charts and diagrams

Any diagrams, charts, graphs, maps and tables appearing in this Target's Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in diagrams, charts, graphs, maps and tables is based on information available at the date of this Target's Statement.

Privacy

Apollo has collected your information from the register of Apollo Shareholders

for the purpose of providing you with this

Target's Statement. The type of information Apollo has collected about you includes your name, contact details and information on your shareholding (as applicable) in Apollo. Without this information, Apollo would be hindered in its ability to issue this Target's Statement. The Corporations Act requires the name and address of Shareholders to be held in a public register. Your information may be disclosed on a confidential basis to external service providers (including the Apollo Share Registry and print and mail service providers) and may be required to be disclosed to regulators such as ASIC.

If you would like details of information about you held by Apollo, please contact the Apollo Share Registry, Computershare Investor Services Pty Limited, Level 11, 172 St Georges Terrace, Perth WA 6000 or on [phone].

Risk Factors

Shareholders should note that there are a number of risks associated with the Offer and with remaining an Apollo Shareholder if they reject the Offer.

Please refer to section 8 of this Target's Statement for further information on those risks.

Rounding

A number of figure, amounts,

percentages, prices, estimates, calculations of value and fractions in this Target's Statement are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Target's Statement.

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K E Y P O I N T S O F T H E O F F E R

• All Apollo Directors unanimously recommend, that you REJECTthe Gold Road Offer and accept the superior Ramelius Offer (in the absence of a further Superior Proposal)
  See section 1 of this Target's Statement.
• Gold Road's offer of $0.56 cash for every one of your Apollo Shares, is substantially less than the Ramelius Offer of $0.621 for each Apollo Share
  See section 3.2 of this Target's Statement and section 2.1 of the Bidder's Statement.
• Gold Road has accepted the Ramelius Offer in relation to its 19.9% holding in Apollo
  See section 1 of this Target's Statement.
• Ramelius has acquired a relevant interest in more than 50% of the Shares on issue, through acceptances received under the Ramelius Offer
  See section 1 of this Target's Statement.
• The Offer expires at 7pm (Sydney time) on 8 December 2021, and will not be extended by Gold Road
  See section 3.7 of this Target's Statement and section 2.1 of the Bidder's Statement.

K E Y D A T E S

For

Event

Announcement of the Offer

Date of Bidder's Statement

Date of despatch of Bidder's Statement to Apollo Shareholders, and opening date of the Offer

Date of this Target's Statement

Close of Offer Period

Key Date

Thursday, 21 October 2021

Thursday, 21 October 2021

Monday, 8 November 2021

Thursday, 18 November 2021

7pm (Sydney time) on Wednesday, 8 December 2021

• All premia analysis is calculated using the 3 day VWAP for Ramelius Shares (up to and including 29 October 2021, being the last trading day before the announcement of the Ramelius Offer) of $1.574.

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