Doray Minerals : Chairman's Address to the Scheme Meeting of Optionholders

22 March 2019

CHAIRMAN'S ADDRESS TO THE SCHEME MEETING OF OPTIONHOLDERS

Doray Minerals Limited (Doray or Company) is pleased to provide the following extract from the Chairman's Address to the Option Scheme meeting of Optionholders to be held this morning.

"Good morning ladies and gentlemen, my name is Julius Matthys and I am the Chairman of Doray Minerals Limited.

I would like to begin by welcoming you to today's Option Scheme meeting and thank you for your attendance.

Today is a significant day in the history of Doray. Today, Optionholders will be asked to vote on a proposed Option Scheme of Arrangement under which Silver Lake Resources Limited (Silver Lake) proposes to acquire all of the Doray options held by Doray Optionholders.

Business of meeting

The purpose of the Option Scheme meeting is to seek the agreement of Optionholders to the Option Scheme.

It is past 10.30am (being the scheduled start time for the meeting) and now time to commence the Option Scheme meeting. I am advised that a quorum is present and I therefore declare the Option Scheme meeting open.

Before I introduce your Directors, I will outline the conduct of today's meeting.

I remind everyone that this is an Optionholders' meeting and only Optionholders, appointed proxies, corporate representatives and attorneys have the right to speak at the meeting. We have allowed visitors into the meeting.

Board and Company Secretary

I would now like to introduce you to Leigh Junk - Managing Director, Peter Alexander - Non-Executive Director, Jay Stephenson - Non-Executive Director and Iain Garrett - Company Secretary.

Brief overview of the Schemes

The proposed acquisition of Doray by Silver Lake is to occur by way of two separate but related schemes of arrangement under Part 5.1 of the Corporations Act, an Option Scheme of Arrangement and a Share Scheme of Arrangement (together, Schemes). This Option Scheme meeting concerns the Option Scheme of arrangement.

If the Option Scheme is not approved by Doray optionholders, but the Share Scheme is approved and all other remaining conditions are satisfied or waived, the Share Scheme will still proceed. In that instance, Silver Lake will acquire all of the Doray shares but Doray Optionholders will continue to hold their Options and Doray would be de-listed from ASX, meaning there is unlikely to be an active market for any Doray shares issued to Optionholders on exercise of their options. Silver Lake may then have a right to compulsorily acquire the options after the Share Scheme is implemented.

If the Option Scheme is implemented, Doray optionholders will receive $0.0781 for every Doray option held by them on the Record Date for the Schemes (expected to be 5.00pm on 2 April 2019). If the Schemes are implemented, Doray will be removed from the official list of the ASX (expected to be 9 April 2019), and Doray will ultimately be owned by Silver Lake. Silver Lake shares will continue to trade on the ASX.

Silver Lake Resources Limited

Detailed information regarding Silver Lake and its operations is set out in the Scheme Booklet. By way of brief summary, Silver Lake is a gold producing and exploration company operating in the Eastern Goldfields of Western Australia. Silver Lake was incorporated in 2004 and has been listed on the ASX since 14 November 2007. Its key asset is its 100% owned Mount Monger gold camp.

The Board's recommendation

As set out in the Scheme Booklet, the Doray Board has unanimously recommended that Doray securityholders vote in favour of the Schemes in absence of a superior proposal.

The Scheme Booklet includes information regarding the reasons for the Board's recommendation, as well as reasons why you may choose to vote against the Schemes.

Independent expert's recommendation

The Doray Board appointed BDO Corporate Finance (WA) Pty Ltd (BDO) as the independent expert to assess the merits of the Schemes. The independent expert has concluded that in the absence of a superior proposal the Schemes are fair and reasonable and in the best interest of Doray securityholders. A full copy of BDO's report is contained in the Scheme Booklet.

Conditions

The Share Scheme is subject to certain conditions, as outlined in section 10.2 of the Scheme Booklet, Schedule 1 of the Scheme Implementation Deed and section 3.1 of the Option Scheme of Arrangement (set out in full in Annexure D of the Scheme Booklet).

The Doray Board is not currently aware of any reason as to why the remaining conditions will not be resolved prior to the second Court hearing for the schemes, scheduled for 28 March 2019.

Resolution proposed to be agreed to

We will now commence the formal part of this meeting.

The purpose of this meeting is to consider and, if thought fit, to pass a resolution to agree to the Option Scheme. This resolution is set out in the Notice of Meeting which is contained in Annexure H of the Scheme Booklet. The resolution is as follows:

"THAT, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the scheme of arrangement proposed to be entered into between Doray and the holders of its options exercisable at $0.40 each on or before 30 January 2020 (other than any Excluded Optionholders), as contained in and more particularly described in the booklet of which the notice convening this meeting forms part, is agreed to (with or without modification as approved by the Supreme Court of Western Australia (Court)) and FURTHER that, the directors of Doray are authorised to agree to such alterations or conditions as are thought fit by the Court and, subject to approval of the scheme of arrangement by the Court, the directors are authorised to implement the scheme of arrangement with any such alterations or conditions."

The proposal has also been outlined in detail in the Scheme Booklet which was made available to optionholders in accordance with Court orders.

In order for this resolution to be passed, it must be agreed to by:

•  a majority in number of Optionholders of Doray present and voting at the meeting (either in person or by proxy, attorney or, body corporate representative); and

•  at least 75% of the total number of votes cast on the resolution.

As stated in the Notice of Meeting, the resolution will be decided by poll.

Second Court Hearing

If the resolution is passed by the requisite majorities, and all other remaining conditions are satisfied or waived, then Doray will apply to the Court for orders approving the Schemes. The second Court hearing is scheduled to be held on 28 March 2019. This hearing is open to all Doray securityholders."

-ENDS-