Swick Mining Services : Notice of general meeting and short form prospectus

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SWICK MINING SERVICES LIMITED

ACN 112 917 905

Notice of General Meeting

The General Meeting of the Company will be held at Aloft Perth at 27 Rowe Avenue, Rivervale, WA 6103 on Wednesday, 22 December 2021 at 10am (WST)

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt

as to how to vote, they should seek advice from their accountant, solicitor or other

professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the

Company Secretary by telephone on [phone].

Shareholders are urged to attend or vote by lodging the proxy form attached to the

Notice

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Swick Mining Services Limited

ACN 112 917 905

(Company)

Notice of General Meeting

Notice is hereby given that the general meeting of Shareholders of Swick Mining Services Limited will be held at Aloft Perth at 27 Rowe Avenue, Rivervale, WA 6103 on Wednesday, 22 December 2021 at 10am (WST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday, 20 December 2021 at 4:00pm (WST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

• Resolution 1 - Approval to dispose of major asset

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, subject to Resolution 2 being passed, for the purposes of Listing Rule 11.4.1(b) and for all other purposes, approval is given for the sale of the Orexplore Business to Orexplore Technologies Limited, a subsidiary entity of the Company, on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by or on behalf of Orexplore Technologies Limited and any other person who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a holder of ordinary securities in the Company), and any person who is an associate of those parties.

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

1. a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
2. the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

• Resolution 2 - Approval for a reduction of capital and in-specie distribution of Orexplore Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, for the purposes of sections 256B and 256C of the Corporations Act and for all other purposes, on the Record Date to determine the entitlements of Swick Shareholders to participate in the reduction of capital:

1. the issued share capital of the Company be reduced by the Company, without cancelling any Swick Shares, by an amount equal to the market value (as assessed by the Swick Directors) of all the fully paid ordinary shares in the capital of Orexplore less a Dividend Amount (if any) with effect as at the Record Date to determine entitlements to the distribution and transfer referred to in paragraph (b) of this Resolution; and
2. the reduction, and Dividend Amount (if any), be satisfied by the distribution and transfer of all fully paid ordinary shares in Orexplore to Swick Shareholders registered as such on the Record Date on a pro rata basis, to be effected in accordance with Swick's constitution, the Corporations Act, the Listing Rules and as otherwise determined by the Swick Directors, with the consequence that each Swick Shareholder on the Record Date shall be deemed to have consented to becoming a Orexplore Shareholder and being bound by its constitution,

on the terms and conditions set out in the Explanatory Memorandum."

BY ORDER OF THE BOARD

Frank Campagna

Company Secretary

Swick Mining Services Limited

Dated: 22 November 2021

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Chairman's Letter

Dear Swick Shareholders,

On behalf of the Swick's Board of Directors, I am pleased to present this Notice of Meeting and Explanatory Memorandum which provides information in relation to the proposed demerger of Swick's Mineral Technology business (i.e. Orexplore Business). This document only relates to the Orexplore demerger. Documents in relation to the proposed acquisition of Swick by DDH1 as announced on the ASX on 12 and 22 October 2021 will be contained in a Scheme Booklet to be sent separately to Swick Shareholders.

Your Board believes that the Demerger is a significant milestone for Swick, having first invested in the Orexplore Business in 2013 and moving to full ownership in 2017. Since that time, significant progress has been made in the Orexplore Business including progression of commercialisation activities of its flagship product, the GeoCore X10®. Throughout the time of Swick's involvement to the current day, the Swick Drilling and Orexplore businesses have been operated as standalone businesses within Swick.

The Board's view is that now is the logical time for Orexplore to be demerged as it is at the appropriate stage of its maturity, with a suitable management team, and therefore should operate independently to execute its business plan and commercialise the GeoCore X10® technology. To this end, as part of the Demerger, Swick has also committed an additional $12 million of equity funding to Orexplore to ensure its business plan is well funded.

Swick first announced its intention to demerge the Orexplore Business in June 2020. After careful consideration of alternatives, the Board continues to be of the unanimous view that a demerger of the Orexplore Business is the appropriate course. It is now also an important step in unlocking value from the proposed acquisition of Swick by DDH1, as that transaction is conditional on the Demerger being approved by Swick Shareholders.

Your Board unanimously recommends and strongly encourages that you support the Demerger and to vote in favour of all Resolutions, which will position both Swick and Orexplore for future success as two separate and distinctly unique businesses. Your Board also recommends Shareholders consider participating in the Orexplore Priority Offer discussed further in this letter.

The Swick Board believes that the demerger of the Orexplore Business has the potential to unlock significant value for Swick Shareholders by creating two separate ASX-listed entities (Swick and Orexplore Technologies Limited (i.e. Orexplore), each being able to:

• demonstrate greater financial transparency for shareholders and investors;
• prioritise growth opportunities in their own target market;
• tailor capital management to suit specific business objectives;
• pursue and participate in corporate growth initiatives and corporate activity;
• attract specialist management expertise and better aligned remuneration structure; and
• attract and align the appropriate investor base with the business objectives and growth outlook.

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The potential to unlock value for Swick Shareholders has already been demonstrated by the recent announcement of the proposed acquisition of Swick by DDH1 (by way of Scheme of Arrangement), which the Swick Board intends to recommend to shareholders in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of shareholders. In effect, this is a proposed acquisition of the Swick Drilling Business at an enterprise value of $115 million. Consideration for Swick Shares will be 100% DDH1 Shares at a ratio of 0.2970 DDH1 Shares for each Swick Share. Based on the 5-day volume weighted average price for DDH1 Shares of $1.17931, DDH1's offer values Swick Shares at $0.35 per Share, after allowing for Swick's seed funding payment to Orexplore of $12 million, committed by Swick as part of the Demerger. In addition to the consideration from DDH1's proposed acquisition of Swick, Swick Shareholders will also receive shares in Orexplore (upon implementation of the Demerger), which will trade as a separate entity on the ASX.

As part of the demerger process, the Swick Board has obtained an independent assessment of the current fair market value of the Orexplore Business (on a controlling basis) from Deloitte Corporate Finance. Deloitte Corporate Finance has assessed the equity value of Orexplore to be in the range of $45.0 million to $55.0 million on a controlling basis (i.e. 100% ownership) and post the Swick seed funding to Orexplore of $12 million.

It is proposed that Swick Shareholders will receive one Orexplore Share for every three Swick Shares held by them on the Record Date if the Demerger proceeds. The Deloitte Valuation therefore represents an implied value per Orexplore Share of $0.48 to $0.59 on a controlling basis, post the Swick seed funding to Orexplore of $12 million and prior to any new Orexplore Shares being issued pursuant to the Priority Offer (referred to below). On a per Swick Share basis, the Deloitte Valuation is equivalent to $0.16 to $0.20 per Swick Share on a controlling basis (i.e. 100% ownership) post the Swick seed funding to Orexplore of $12 million. A concise summary of the Independent Valuation Report is included in this Notice of Meeting.

Further, as part of the listing of Orexplore on ASX, the Orexplore Board is undertaking a Priority Offer at an offer price of $0.25 per Orexplore Share. This offer is only open to Swick Shareholders (on the relevant record date) and has been priced broadly in line with the book value of Orexplore in Swick's accounts at the time of lodging the Prospectus (post the Swick seed funding to Orexplore of $12 million). The offer price is a 48% to 57% discount to the Deloitte Valuation, although it should be noted that the valuation was prepared on a controlling basis (i.e. 100% ownership). The full details of the Priority Offer are contained in the Prospectus. An offer price of $0.25 per Orexplore Share is equivalent to $0.083 per Swick Share (on the basis that eligible Swick Shareholders will receive one Orexplore Share for every three Swick Shares held by them on the Record Date, if the Demerger proceeds). The Priority Offer provides an opportunity for Swick Shareholders to increase their shareholding in Orexplore at a discounted valuation and the Board encourages Shareholders to review the Orexplore Prospectus and consider subscribing for additional Orexplore Shares, particularly smaller Shareholders that may otherwise end up with a less than marketable parcel of Orexplore Shares.

The Orexplore Business has achieved significant business milestones, which includes the continued commercialisation of its flagship product, the GeoCore X10®. Orexplore's immediate focus is to transition its strong base of historical research and development activities into commercial engagements through field-based deployments and projects. Orexplore's growth strategy focuses on enhancing market adoption of its current and future product suite.

Following the Demerger, Orexplore will be separately listed on the ASX, offering investors an exposure to the mineral technologies industry and a business with a mission to support the digital transformation of the mining industry. The Orexplore Board believes that the Company's technology platform

1 Based on DDH1's volume weighted average price over the 5 trading days up and including 6 October 2021.

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