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

22 March 2019

CHAIRMAN'S ADDRESS TO THE SCHEME MEETING OF SHAREHOLDERS

Doray Minerals Limited (Doray or Company) is pleased to provide the following extract from the Chairman's Address to the Share Scheme meeting of Shareholders 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 Share Scheme meeting and thank you for your attendance.

Today is a significant day in the history of Doray. Today, shareholders will be asked to vote on a proposed Share Scheme of Arrangement under which Silver Lake Resources Limited (Silver Lake) proposes to acquire all of the issued ordinary shares in Doray.

If approved, the merger will create an enlarged group which will have two strongly performing gold operations in Western Australia and a balance sheet that will enable us to extract maximum value from our assets and pursue a committed but disciplined strategy of growing shareholder wealth.

Investors, both large and small, in Australia and overseas, have been telling us for some time that they want to see Doray grow and diversify its asset base. We have listened to those calls but wanted to carry out our operational transformation plan first.

With Deflector now producing gold and copper safely and reliably and our cashflow having significantly reduced debt and strengthened our balance sheet, Doray is now able to focus on pursing the next phase of our growth strategy.

On behalf of the Doray Board, I reiterate our strong conviction that the combination of Doray and Silver Lake represents an attractive pathway forward for Doray.

With those brief introductory remarks, please allow me to proceed with the formal part of today's Share Scheme meeting.

Business of meeting

The purpose of the Share Scheme meeting is to seek the agreement of shareholders to the Share Scheme.

It is past 10am (being the scheduled start time for the meeting) and now time to commence the Share Scheme meeting. I am advised that a quorum is present and I therefore declare the Share Scheme meeting open.

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

I remind everyone that this is a shareholders' meeting and only shareholders, 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 Share Scheme meeting concerns the Share Scheme of arrangement.

If the Share Scheme is not approved today, regardless of whether the Option Scheme is approved, neither of the Schemes will proceed and Doray will continue to operate as a standalone entity.

If the Share Scheme is approved today but the Option Scheme is not approved, 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 Share Scheme is implemented, Doray shareholders will receive 0.6772 new Silver Lake shares for every Doray share held by them on the Record Date for the Share Scheme (expected to be 5.00pm on 2 April 2019). If the Share

Scheme is implemented, Doray will be removed from the official list of the ASX (expected to be on 9 April 2019), and Doray will ultimately be owned by Silver Lake. Silver Lake shares will continue to trade on the ASX.

Doray shareholders who hold 1,500 or fewer Doray shares at the Record Date for the Share Scheme (which as noted previously, is anticipated to be 5.00pm on 2 April 2019) may elect to have their entitlement to new Silver Lake shares sold via a sale facility and receive the net sale cash proceeds instead. Doray shareholders who wish to make such election must lodge their election form with the share registry by no later than 5pm on 1 April 2019.

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 shareholders vote in favour of the Share Scheme in the 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 Share Scheme of Arrangement (set out in full in Annexure C 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 Share Scheme. This resolution is set out in the Notice of Meeting which is contained in Annexure G 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 fully paid ordinary shares (other than any Excluded Shareholders), 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 shareholders in accordance with Court orders.

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

•  a majority in number of shareholders 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-