Swick Mining Services : ASIC registration of Scheme Booklet

For personal use only

20 DECEMBER 2021

ASX ANNOUNCEMENT

ASIC Registration of Scheme Booklet

Western Australia - Swick Mining Services Ltd (Swick, ASX: SWK), a leading provider of high- quality underground mineral drilling and mineral analysis services, refers to the announcement on 16 December 2021 regarding the proposed acquisition of Swick by DDH1 Limited (ASX:DDH) (DDH1) by scheme of arrangement, under which DDH1 will acquire all of the issued shares in Swick in consideration for the issue of 0.2970 fully paid ordinary shares in DDH1 for each Swick share (Scheme), and the orders made by the Supreme Court of Western Australia (Court) that Swick convene a general meeting of Swick shareholders to consider and, if thought fit, approve the Scheme (Scheme Meeting) and approving the distribution of an explanatory statement providing information about the Scheme and notice of Scheme Meeting (Scheme Booklet) to Swick shareholders.

The Scheme Meeting will be held on 17 January 2022 at 10.00am (AWST) at Aloft Perth, 27 Rowe Avenue, Rivervale, Western Australia 6103.

Scheme Booklet

Swick confirms that the Australian Securities and Investments Commission has today registered the Scheme Booklet. A copy of the Scheme Booklet is attached and will be made available online at Swick's announcement page at www.swickmining.comand on the ASX website at www.asx.com.au.

In accordance with the Court's orders and recent amendments to the Corporations Act 2001 (Cth), Swick will not be dispatching physical copies of the Scheme Booklet, unless required. The Notice of Scheme Meeting is annexed to the Scheme Booklet at Annexure D. The Scheme Booklet will also be available for inspection at Swick's registered office (during normal business hours) being 64 Great Eastern Highway, South Guildford, WA 6055.

Further details on where the Scheme Booklet can be viewed and downloaded, as well as instructions on how to lodge the proxy form for the Scheme Meeting will be dispatched to Swick shareholders on Monday, 20 December 2021.

The Scheme Booklet should be read in its entirety before making a decision on whether or not to vote in favour of the Scheme.

For personal use only

Independent Expert's Conclusion and Directors' Recommendation

The Scheme Booklet includes an Independent Expert's Report from Grant Thornton Corporate Finance Pty Ltd (Independent Expert) which concludes that the Scheme is fair and reasonable and hence in the best interests of Swick shareholders, in the absence of a superior proposal emerging. The Independent Expert's conclusion should be read in context with the full Independent Expert's Report and the Scheme Booklet.

The Board of Swick have unanimously recommended that, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Swick shareholders, Swick shareholders vote in favour of the Scheme.

Attending the Scheme Meeting

The Board of Swick have made the decision to hold a physical meeting only. The physical meeting will be held with the appropriate social distancing measures in place to comply with the Federal and State Governments' current restrictions for physical gatherings. Swick will strictly comply with applicable limitations on indoor gatherings in force. If you attend the Scheme Meeting in-person, you will be required to adhere to COVID-19 protocols in place at that time.

If the situation in relation to COVID-19 were to change in a way that affected the position of Swick to hold an in-person meeting, Swick will provide a further update ahead of the Scheme Meeting by releasing an announcement on Swick's website and on the ASX market announcements platform.

All registered Swick shareholders as at 4.00pm (AWST) on Saturday, 15 January 2022 will be entitled to vote at the Scheme Meeting. Registrable transfers or transmission applications received after this time will be disregarded in determining entitlements to vote at the Scheme Meeting.

If the requisite majorities of Swick shareholders approve the Scheme at the Scheme Meeting, and all other conditions precedent to the Scheme except approval of the Court are satisfied or waived (if capable of waiver), Swick will apply to the Court for orders approving the Scheme.

Further Information

Swick shareholders are encouraged to seek independent financial, legal, accounting, taxation and/or other professional advice before making any voting or investment decision in relation to their Swick shares. Swick also encourages shareholders to note the key events and indicative dates that are set out in the Scheme Booklet.

Swick shareholders with any questions in relation to the Scheme should contact the Company on on [phone].

-ends-

This ASX announcement was authorised for release by the Board of Swick Mining.

For personal use only

About Swick Mining Services:

Swick Mining Services Ltd (ASX: SWK) is one of Australia's largest mineral drilling contractors, providing high quality underground drilling services to a diverse group of mining houses and across a spread of commodities. The Company has a strong reputation for innovation in rig design and drilling practices that delivers improvements in productivity, safety, versatility and value. Swick has a global presence with Operational revenue from Australia, United States and Europe.

For further information:
Kent Swick	Jitu Bhudia
Managing Director	Chief Financial Officer
Ph: [phone]	Ph: [phone]
Media enquiries:
Elodie Castagna
FTI Consulting
Ph: [phone]

Disclosure Statement:

These materials include forward looking statements. Forward looking statements inherently involve subjective judgement and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside of the control of, and may be unknown to, the Company. Actual results and developments may vary materially from those expressed in these materials. The types of uncertainties which are relevant to the Company may include, but are not limited to, commodity prices, political uncertainty, changes to the regulatory framework which applies to the business of the Company and general economic conditions. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, the Company does not in providing this information undertake any obligation to publicly update or revise any of the forward-looking statements or any change in events, conditions or circumstances on which any such statement is based.

For personal use only

SWICK MINING

SERVICES LIMITED

SCHEME BOOKLET

for a scheme of arrangement in relation to the proposed acquisition of all of your fully paid ordinary shares in Swick Mining Services Limited (ACN 112 917 905) by DDH1 FinCo Pty Ltd (ACN 625 961 980), a wholly owned subsidiary of DDH1 Limited (ACN 636 677 088)

YOUR DIRECTORS UNANIMOUSLY

RECOMMEND THAT YOU

VOTE IN FAVOUR

of the Scheme, in the absence of a Superior Proposal, and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Swick Shareholders

This is an important document and requires your immediate attention.

You should read this document in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in any doubt as to what you should do, you should consult your legal, financial or other professional adviser immediately.

Legal Advisor

Financial Advisor

IMPORTANT INFORMATION

This Scheme Booklet contains important onlyinformation

The purpose of this Scheme Booklet is to explain the terms of the Scheme, the manner in which the Scheme will be considered and implemented (subject to satisfaction or waiver of the Scheme Conditions), and to provide such information as is prescribed or otherwise material for Swick Shareholders when deciding whether or not to vote in favour of the Scheme. This document includes the explanatory statement required by section 412(1) of the Corporations Act in relation to the Scheme.

useAccordingly, you should read this document in its entirety before making a decision on whether or not to vote in favour of the Scheme.

Investment decisions

This Scheme Booklet is for Swick Shareholders collectively and does not take into account an individual's investment objectives, financial situation, taxation position or other

particular needs.

personalThis Scheme Booklet should not be relied upon as the sole basis for any investment decision in relation to the Scheme,

Swick Shares or New DDH1 Shares. If you are in any doubt about what you should do, you should seek independent legal, financial or other professional advice before making any investment decision in relation to the Scheme.

Responsibility for information

The Swick Information has been provided by Swick and is the responsibility of Swick. To the maximum extent permitted by law, none of DDH1 (or DDH1 FinCo), its Subsidiaries, nor any directors officers, employees or advisors of those entities will be responsible for any Swick Information and will disclaim any liability for Swick Information.

DDH1 Information has been provided by DDH1, and is the responsibility of DDH1 and DDH1 FinCo. To the maximum extent permitted by law, none of Swick, its Subsidiaries, nor any directors officers, employees or advisors of those entities will be responsible for any DDH1 Information and

Forwill disclaim any liability for DDH1 Information.

Grant Thornton has prepared the Independent Expert's Report set out in Annexure A of this Scheme Booklet and takes responsibility for that report. To the maximum extent permitted by law, none of Swick, DDH1, DDH1 FinCo, their Related Entities or the directors, officers, employees or advisors of any of those entities assumes any responsibility for the accuracy or completeness of the Independent Expert's Report and disclaim any liability in this regard.

Grant Thornton has prepared the Investigating Accountant's Report set out in Annexure G of this Scheme Booklet and takes responsibility for that report. To the maximum extent permitted by law, none of Swick, DDH1, DDH1 FinCo, their Related Entities or the directors, officers, employees or advisors of any of those entities assumes any responsibility for the accuracy or completeness of the Investigating Accountant's Report and disclaim any liability in this regard.

Role of ASIC, ASX, and the Court

A copy of this Scheme Booklet has been examined by ASIC pursuant to section 411(2)(b) of the Corporations Act and lodged with, and registered by, ASIC under section 412(6) of the Corporations Act. Swick has requested ASIC provides statements, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides those statements, they will be produced to the Court on the Second Court Date.

A copy of this Scheme Booklet has been lodged with the ASX.

Neither ASIC, ASX nor any of their officers takes any responsibility for the contents of this Scheme Booklet.

The Court is not responsible for the contents of this Scheme Booklet and, the fact that under section 411(1) of the Corporations Act the Court ordered on 16 December 2021 that a meeting of Swick Shareholders be convened by Swick to consider and vote on the Scheme and has approved the Scheme Booklet does not mean that the Court:

1. has formed any view as to the merits of the proposed Scheme or as to how Swick Shareholders should vote (on this matter, Swick Shareholders must reach their own decision); and
2. has prepared, or is responsible for, the content of this Scheme Booklet.

Forward-looking statements

This Scheme Booklet contains both historical and forward- looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward- looking statements. The statements contained in this Scheme Booklet about the advantages and disadvantages expected to result from the Scheme are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Swick, DDH1, and/or the Combined Group to be materially different from future results, performance or achievements expressed or implied by such statements. Further, the forward-looking statements in this Scheme Booklet relating to the performance of the Combined Group are not based on historical facts, but rather reflect the current views and expectations of Swick and DDH1 concerning future events and circumstances.

1. SWICK MINING SERVICESSCHEME BOOKLET