Deep Yellow Limited (ASX:DYL) agreed to acquire Vimy Resources Limited (ASX:VMY) approximately AUD 330 million on March 30, 2022. Under the terms, Vimy shareholders will receive 0.294 Deep yellow ordinary shares for every ordinary fully paid Vimy shares and 0.210 Deep yellow shares for the Vimyy options at AUD 0.210 per share. Deep Yellow Limited and Vimy Resources Limited will merge to form a new group. Deep Yellow will hold 53% of the merged group and Vmy resources will hold 47% of the merged group. Termination fee of AUD 2.5 million is payable by buyer or seller. Post closing, board of the merged group will be led by Deep Yellow's Managing Director and Chief executive officer, John Borshoff and Deep Yellow's Non-Executive chairman Chris Salisbury. Deep yellow's existing Directors and Non-executive Directors will be joined by Vimy's Steven MIchael as an Executive Director and Wayne Bramwell as a Non-Executive Director. The Vimy Board unanimously recommends that Vimy Shareholders vote in favour of the Scheme. Transaction is subject to Vimy has least AUD 17 million in net cash, Vimy shareholders approve the scheme, Court approval of scheme, an independent opinion that the transaction is in the best interest of Vimy shareholders and other customary, regulatory conditions. As of June 15, 2022, the Supreme Court of Western Australia (Court) has today made orders that Vimy convene a meeting of 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. The Scheme Booklet is expected to be dispatched to Vimy shareholders on June 20, 2022, and the Scheme Meeting to be held on July 20, 2022. As of July 20, 2022, the transaction has been approved by the shareholders of Vimy. Vimy will now seek approval of the scheme by the Supreme Court of Western Australia at a second Court hearing scheduled on July 26, 2022. As on July 26, 2022, the transaction is approved by Supreme Court of Western Australia. Transaction will be completed in July 2022. As of July 20, 2022, the scheme is expected to be effective on July 27, 2022. The transaction is expected to close on August 4, 2022.

Houlihan Lokey (Australia) Pty Limited, Aitken Murray Capital Partners Pty. acted as financial advisor and Gilbert and Tobin acted as legal advisor to Deep Yellow Limited. Macquarie Securities (Australia) Ltd. acted as financial advisor and Shaun McRobert of MinterEllison acted as legal advisor to Vimy Resources Limited.