Boart Longyear : Notice of Scheme Meeting & Registration of Scheme Booklet

29 October 2018

REDOMICILIATION: REGISTRATION OF THE SCHEME BOOKLET WITH ASIC

Boart Longyear Limited (ASX: BLY) (the Company or Boart Longyear) the world's leading supplier of drilling services, equipment and tooling for mining and drilling companies, is pleased to confirm that the Company has today registered with the Australian Securities and Investments Commission a scheme booklet in relation to the Re-domiciliation (the Scheme Booklet).

If the Re-domiciliation is implemented, eligible Boart Longyear shareholders will acquire the same proportionate interests they presently hold in Boart Longyear in a new holding company incorporated in British Columbia, Canada, Boart Longyear Incorporated (Boart Longyear 'Canada'). Boart Longyear 'Canada' will become listed on ASX (in place of the Company) and shareholders will be able to trade their shares (in the form of CDIs) in Boart Longyear 'Canada' on ASX.

A full copy of the Scheme Booklet, which includes an Independent Expert's Report and Notice of Meeting for the Scheme Meeting, is attached to this announcement.

In making its unanimous decision to support the Re-domiciliation the Boart Longyear Board has taken into account what it considers to be the advantages, disadvantages and key risks associated with the Re-domiciliation. Section 5 of the Scheme Booklet sets out these matters in some details.

The Independent Expert, Grant Thornton Corporate Finance Pty Ltd, has reviewed the Scheme Booklet and concluded that the Re-domiciliation is in the best interests of Boart Longyear Shareholders.

Copies of the Scheme Booklet and Proxy Form will be sent to Boart Longyear shareholders on or around Tuesday, 6 November 2018 (and those shareholders who have previously nominated an electronic means of notification to Boart Longyear's share registry will receive an email where they can download the Scheme Booklet and lodge their proxy online).

The Shareholder meeting is currently scheduled to take place on December 6, 2018 at the Adelaide Convention Centre. Assuming receipt of the requisite Court and Shareholder approvals the Scheme would become implemented and trading in Boart Longyear 'Canada' on ASX would begin on or about January 4, 2019.

About Boart Longyear

Established in 1890, Boart Longyear is the world's leading provider of drilling services, drilling equipment and performance tooling for mining and drilling companies. It also has a substantial presence in aftermarket parts and service, energy, mine de-watering, oil sands exploration, production drilling, and down-hole instrumentation.

The Global Drilling Services division operates for a diverse mining customer base spanning a wide range of commodities, including copper, gold, nickel, zinc, uranium, and other metals and minerals. The Global Products division designs, manufactures and sells drilling equipment, performance tooling, down- hole instrumentation and parts and services.

Boart Longyear is headquartered in Salt Lake City, Utah, USA, and listed on the Australian Securities Exchange in Sydney, Australia (ASX:BLY). More information about Boart Longyear can be found atwww.boartlongyear.com.To get Boart Longyear news direct, follow us onTwitter,LinkedIn andFacebook.

Investor Relations:	Media:
Matthew Broomfield	Michael Weir
Director, Investor Relations	Citadel-MAGNUS
Australia [phone]	Australia: [phone]
USA [phone]	Mobile: [phone]
[e-mail]	[e-mail]

Attachment - Scheme Booklet

BOART LONGYEAR LIMITED

EXPLANATORY MEMORANDUM

ABN 49 123 052 728

NOTICE IS GIVEN OF A SCHEME MEETING TO BE HELD ON 6 DECEMBER 2018 COMMENCING AT 11.00AM (ADELAIDE TIME) AT THE ADELAIDE CONVENTION CENTRE, RIVERBANK ROOM 1, NORTH TERRACE, ADELAIDE SOUTH AUSTRALIA 5000 AUSTRALIA

THIS EXPLANATORY MEMORANDUM COMPRISES:

•  A scheme booklet to explain the proposed scheme of arrangement between Boart Longyear Limited and its shareholders

•  An information memorandum for the listing of Boart Longyear Incorporated (the proposed holding company of Boart Longyear Limited) on ASX

THE DIRECTORS OF BOART LONGYEAR LIMITED UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOUR OF THE SCHEME RESOLUTION

THE INDEPENDENT EXPERT HAS CONCLUDED THE RE-DOMICILIATION IS IN THE BEST INTERESTS OF BOART LONGYEAR SHAREHOLDERS

This is an important document and requires your immediate attention.

You should read the whole of this document before you decide whether and how to vote on the Scheme Resolution. If you are in doubt as to what you should do, please consult your financial or other professional adviser.

DISCLAIMER AND IMPORTANT NOTICE

General

This Explanatory Memorandum is important. You should read this Explanatory Memorandum and the accompanying appendices in its entirety before making a decision as to how to vote on the Scheme Resolution.

Purpose of MemorandumtheExplanatory

The purpose of this Explanatory Memorandum is to explain the terms of the Re-domiciliation and the manner in which the Re-domiciliation will be considered and implemented (if approved), to set out certain information required by law and to provide all other information (other than information previously disclosed to Boart Longyear Shareholders) which is known to Boart Longyear, and which is material to the decision of Boart Longyear Shareholders whether or not to vote in favour of the Scheme Resolution.

This Explanatory Memorandum contains the explanatory statement required by section 412(1) of the Corporations Act in relation to the Scheme.

This Explanatory Memorandum is also an information memorandum for the listing of Boart Longyear 'Canada' on ASX and the official quotation of Boart Longyear 'Canada' CDIs on ASX.

This Explanatory Memorandum is not a prospectus lodged under Chapter 6D of the Corporations Act in respect of Boart Longyear Securities. Section 708(17) of the Corporations Act provides that an offer of securities does not need disclosure under Chapter 6D if it is made under a compromise or arrangement under Part 5.1 of the Corporations Act, approved at a meeting held as a result of an order made by the Court under section 411(1) or section 411(1A) of the Corporations Act.

Preparation and responsibility

This ExplanatoryMemorandum

(other than the Boart Longyear 'Canada' Information and Independent Expert's Report) hasbeen prepared by Boart Longyear. Boart Longyear takes responsibility for the content of this Explanatory Memorandum other than the Independent Expert's Report.

Boart Longyear 'Canada' has prepared and is responsible for the Boart Longyear 'Canada' Information. None of Boart Longyear, nor any of its subsidiaries, directors, officers, employees or advisers assumes any responsibility for the accuracy or completeness of the Boart Longyear 'Canada' Information.

Grant Thornton Corporate Finance Pty Ltd ACN 003 265 987 (Grant Thornton) has prepared the Independent Expert's Report. Grant Thornton takes responsibility for the Independent Expert's Report. None of Boart Longyear, Boart Longyear 'Canada' nor any of their subsidiaries, directors, officers, employees or advisers assumes any responsibility for the accuracy or completeness of the Boart Longyear 'Canada' Information.

Court

The fact that the Court, under section 411(1) of the Corporations Act, has ordered that the Scheme Meeting be convened and has approved the Explanatory Memorandum required to accompany the Notice of the Scheme Meeting does not mean that the Court:

•  has approved or will approve the terms of the Re-domiciliation;

•  has formed any view as to the merits of the Re-domiciliation or as to how Boart Longyear Shareholders should vote; or

•  has prepared, or is responsible for, the content of this Explanatory Memorandum.

Regulatory Authorities

A copy of this Explanatory Memorandum was provided to ASIC for examination in accordance with section 411(2) of the Corporations Act and registered by ASIC in accordance with section 412(6) of the Corporations Act. Boart Longyear has asked ASIC to providea statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court on the Second Court Date.

A copy of this Explanatory Memorandum has also been lodged with ASX. Boart Longyear 'Canada' will also progress an application to for Boart Longyear 'Canada' CDIs to be admitted to trading on ASX.

The fact that ASX may admit Boart Longyear 'Canada' to the ASX does not make any statement regarding, and should not be taken in any way as an indication of, the merits of an investment in Boart Longyear 'Canada'.

None of ASIC, ASX nor any of their officers takes any responsibility for the contents of this Explanatory Memorandum.

No investment advice

This Explanatory Memorandum has been prepared without reference to the investment objectives, financial and taxation situation or particular needs of any Boart Longyear Shareholder or any other person. The information and recommendations contained in this Explanatory Memorandum do not constitute, and should not be taken as, financial product advice. Before making any investment decision you should carefully consider whether that decision is appropriate in light of your particular investment needs, objectives and financial circumstances. The Boart Longyear Board encourages you to consult an independent and appropriately licensed and authorised professional adviser before making any investment decision and any decision as to whether or not to vote in favour of the Re-domiciliation.

Forward looking statements

Certain statements in this Explanatory Memorandum relate to the future. These statements may include, without limitation, any statements preceded by, followed by, or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will",