Vimy Resources : Dispatch of Scheme Booklet

For personal use only

20 June 2022

Dispatch of Scheme Booklet

Vimy Resources Limited (ASX:VMY, OTCQB:VMRSF) (Vimy or Company) and Deep Yellow Limited (ASX: DYL, OTCQX: DYLLF) (Deep Yellow) refer to the announcements made on 15 and 16 June 2022 in relation to:

• the proposed merger by which Deep Yellow proposes to acquire all of the shares in Vimy by way of a scheme of arrangement (Scheme);
• the orders made by the Supreme Court of Western Australia (Court) that Vimy convene a meeting of Vimy 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; and
• the registration of the Scheme Booklet with the Australian Securities and Investments Commission (ASIC).

Dispatch of Scheme Booklet

Vimy is pleased to announce the dispatch of the Scheme Booklet today following approval by the Court that Vimy convene a Scheme Meeting and the registration of the Scheme Booklet with ASIC.

The Scheme Booklet will be available for viewing and downloading at: www.vimyresources.com.au/scheme.

There are two methods by which the Scheme Booklet will be distributed:

• Vimy Shareholders who have elected to receive electronic communications from Vimy will receive an email containing instructions about how to view or download a copy of the Scheme Booklet, as well as instructions on how to lodge their proxies and associated forms; and
• Vimy Shareholders who have not elected to receive communications electronically will receive a letter (sent by post) together with their personalised Proxy Form, Opt-in Notice, and Foreign Declaration Form (if applicable) and accompanying instructions about how to view or download a copy of the Scheme Booklet. A copy of the letter, Proxy Form, Opt-in Notice, and Foreign Declaration Form is attached.

Further information

Vimy Shareholders should carefully read the Scheme Booklet in its entirety, including the materials accompanying it, before deciding whether to vote in favour of the Scheme.

If after reading the Scheme Booklet you have any questions about the Scheme or the Scheme Booklet, please contact the Vimy Shareholder Information Line on 1300 038 212 (within Australia) or [phone] (outside Australia) between 7.00am and 5:00pm (AWST) Monday to Friday, excluding public holidays.

Independent Expert's Report and Directors' recommendation

The Scheme Booklet includes a copy of the independent expert's report prepared by Deloitte Corporate Finance Pty Limited (Independent Expert), which has concluded the Scheme is fair and reasonable and in the best interests of Vimy Shareholders.

Vimy Resources Limited		Telephone:	[phone]
First Floor, 1209 Hay Street		Website:	vimyresources.com.au
West Perth Western Australia	6005

For personal use only

The Directors of Vimy continue to unanimously recommend that Vimy Shareholders vote in favour of the Scheme at the Scheme Meeting, in the absence of a Superior Proposal (as that term is defined in the Scheme Implementation Deed) and subject to the Independent Expert concluding in the Independent Expert's Report (and continuing to conclude) that the Scheme is in the best interests of Vimy Shareholders. Subject to those same qualifications, each member of the Vimy Board intends to vote, or procure the voting of, all Vimy Shares held or controlled by them in favour of the Scheme at the Scheme Meeting. The Scheme Booklet also discloses benefits of the Scheme to Vimy Directors.

Scheme Meeting

The Scheme Meeting, at which Vimy Shareholders will vote on the proposed Scheme, is expected to be held at 10:00am (AWST) on Wednesday, 20 July 2022*. Due to the COVID-19 pandemic, in the interests of the health and safety, the Scheme Meeting will be held electronically via an online platform.

Details of how to access the online platform and participate in the Scheme Meeting are contained in the notice of meeting included in the Scheme Booklet. Vimy Shareholders who participate in the Scheme Meeting via the online platform will be able to listen to the Scheme Meeting, cast a vote online and ask questions. All registered Vimy Shareholders as at 5:00pm (AWST) on Monday, 18 July 2022* will be eligible to vote at the Scheme Meeting.

All Vimy Shareholders are encouraged to vote either by attending and voting at the virtual Scheme Meeting or by lodging a proxy to vote at the virtual Scheme Meeting. The notice of Scheme Meeting provides information on how to lodge your proxy form (if applicable).

Steven Michael

Managing Director

Tel: [phone]

Released for and on behalf of the Board of Vimy Resources Limited

*All times and dates are references to the time and date in Perth, Western Australia (AWST). All dates are indicative only and, among other things, are subject to the Court approval process, ASX approval and the satisfaction or, where applicable, waiver of the conditions set out in Section 2.5 of the Scheme Booklet.

Vimy reserves the right to vary the times and dates set out above. Any changes to the above timetable

will be announced on ASX and notified on Vimy's website at www.vimyresources.com.au. Vimy will continue to update Vimy Shareholders as to any material developments in relation to the Scheme as the timetable progresses.

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only	About Vimy Resources
	Vimy Resources Limited (ASX: VMY, OTCQB: VMRSF) is a Perth-based resource
	development company. Vimy's flagship project is the Mulga Rock Project (100%),
	one of Australia's largest undeveloped uranium resources, which is located
use	290km by road ENE of Kalgoorlie in the Great Victoria Desert of Western Australia.
Vimy also owns and operates the largest granted uranium exploration package in
the world-class Alligator River uranium district, located in the Northern Territory.
	Vimy is exploring for large high-grade uranium unconformity deposits identical
	to those found in the Athabasca Basin in Canada.
	Vimy acknowledges the Traditional Custodians of the country on which we work
	and travel, throughout Australia, and respects their associated connections.
personal	Directors and Management
The Hon. Cheryl Edwardes AM
	Non-Executive Chairman
	Wayne Bramwell
	Non-Executive Director
	Steven Michael
	Managing Director & CEO
	Dr Tony Chamberlain
	Executive Director & COO
	Paula Arthur
	Manager Approvals and ESG
	Shannon Coates
	Company Secretary
	Scott Hyman
	Vice President Sales and Marketing
For	Xavier Moreau
General Manager, Geology and Exploration
Matthew Owen
	Chief Financial Officer
	Kyle Pitcher
	Registered Manager, Mulga Rock Project
	For a comprehensive view of information that has been lodged on the ASX online
	lodgement system and the Company website, please visit asx.com.au and
	vimyresources.com.au, respectively.
	Principal Place of Business			Share Registry
	First Floor	T: [phone]		Automic Group
	1209 Hay Street	F: [phone]
	West Perth WA 6005	E: [e-mail]		T: 1300 288 664 (within Australia)
					[phone] (outside Australia)
	Postal Address:	ABN: 56 120 178 949		W:	investor.automic.com.au
	PO Box 23			E:	[e-mail]
	West Perth WA 6872

Vimy has adopted

Towards Sustainable Mining ®

an award-winning

accountability framework

which helps minerals companies

evaluate, manage and communicate

their sustainability performance.

Adopting the independently verified system will reinforce Vimy's commitment

to continuous improvement

in safety, environmental

and social governance (ESG).

Committed to:

The amount of natural uranium

produced from Mulga Rock

(3.5Mlbs pa U3O8)

if utilised in nuclear reactors

which displaced coal-fired electricity

would reduce carbon dioxide

equivalent emissions

by approximately

64 million tonnes

That is equivalent to

about 12%

of Australia's

and 70%

of Western Australia's

greenhouse gas emissions

on the register of members of Vimy as holding Vimy shares and you have not elected to receive shareholding communications electronically; or

although you have elected to receive shareholding communications electronically, we have been notified that our email communication was unable to be delivered to your nominated email address.

Letter to Shareholders regarding Scheme Booklet

for Scheme of Arrangement with Deep Yellow

only20 June 2022

useDear Shareholder

On 31 March 2022, Vimy Resources Limited (ASX:VMY, OTCQB:VMRSF) ("Vimy" or the "Company") announced that Vimy had entered into a Scheme Implementation Deed ("Scheme Implementation Deed") with Deep Yellow Limited (ASX:DYL) ("Deep Yellow"), under which Deep Yellow undertakes to acquire 100% of the issued capital of Vimy in consideration for 0.294 Deep Yellow shares for every Vimy share by way

of a scheme of arrangement (Scheme), via the Scheme Implementation Deed.

You have received this letter because you are:

personal•

•

If you have recently sold all of your Vimy shares, please disregard this letter.

Scheme Booklet

In order for the Scheme to proceed, it must be approved at a meeting of Vimy shareholders (the "Scheme Meeting"), and then by the Court. A Scheme Booklet has been prepared which provides you with important information about the Scheme for your consideration. The Scheme Booklet includes the reasons for the Vimy Board's recommendation that Vimy shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to Deloitte Corporate Finance Pty Limited (the "Independent Expert") continuing to conclude that the Scheme is in the best interests of Vimy shareholders, together with a copy of the Independent Expert's Report on the Scheme. The Scheme Booklet also discloses benefits of the Scheme to Vimy Directors.

The Scheme Booklet also includes the Notice of Meeting in relation to the Scheme Meeting ("Scheme Notice of Meeting").

ForYou should read the Scheme Booklet in its entirety and consider its contents carefully before deciding whether or not to vote in favour of the Scheme. If you are in any doubt about what you should do, you should consult with a financial, legal, taxation or other professional adviser.

The Scheme Booklet is available online for viewing and downloading from https://www.vimyresources.com.au/scheme

Given the size of the Scheme Booklet, and the current delays and uncertainties surrounding postal deliveries arising out of the COVID-19 pandemic, you will not be sent a hard copy of the Scheme Booklet unless you request one by calling the Vimy Shareholder Information Line on 1300 038 212 (within Australia) or

[phone] (outside Australia), Monday to Friday (excluding public holidays) between 7:00am and 5:00pm (AWST).

The Scheme Booklet contains important information in relation to the Scheme, and you are encouraged to either access it online, or to request a hard copy, as mentioned above.

Vimy Resources Limited		Telephone:	[phone]
First Floor, 1209 Hay Street		Website:	vimyresources.com.au
West Perth Western Australia	6005

[phone]

[e-mail]

Automic

GPO Box 5193 Sydney NSW 2001

Scheme Meeting

onlyThe Scheme Meeting is scheduled to be held online only at 10:00am (AWST) on 20 July 2022. There will be no physical Scheme Meeting.

Vimy shareholders and their proxies, attorneys and duly appointed corporate representatives may participate in the Scheme Meeting via the online platform. The online platform will allow Vimy shareholders and their proxies, attorneys and duly appointed corporate representatives to listen to the Scheme Meeting, cast an online vote and ask questions online (either in writing or verbally).

To virtually attend and participate in the Scheme Meeting (which will be broadcast as a live webinar), please pre-register in advance for the Scheme Meeting here:

usehttps://us02web.zoom.us/webinar/register/WN_f_Ep7XqaSm2BxJPqPo3N7g

After registering, you will receive a confirmation containing information on how to attend the Virtual Meeting on the day of the Scheme Meeting.

To vote online, Vimy Shareholders will need to go to investor.automic.com.au and log in with their username and password, or register an account online. Shareholders are encouraged to create an account prior to the start of the Scheme Meeting to ensure there is no delay in attending the virtual meeting.

To create an account online and participate in the Scheme Meeting, Vimy shareholders (or their attorney or personalcorporate representative, as applicable) will need their SRN or HIN, and postcode registered to that Vimy

Shareholder's holding (in the case of overseas shareholders, their country code).

Details on how to attend and participate in the Scheme Meeting are also set out in Section 4 of the Scheme Booklet.

Voting and Forms

Proxy Form

A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company's share registry, Automic Group Pty Ltd by:

Post to:

Email to:

Fax to:

ForProxy votes may also be lodged online using the following link: https://investor.automic.com.au/#/loginsahYour proxy voting instruction must be received by 10:00am (AWST) on Monday, 18 July 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Opt-In Notice

Also enclosed with this letter is an Opt-In Notice form for completion by Vimy Shareholders who are entitled to less than a marketable parcel of New Deep Yellow Shares on completion of the Scheme. Shareholders who are likely to be entitled to less than a marketable parcel of New Deep Yellow Shares on completion of the Scheme will receive a notification informing them of their right to opt-in to receive New Deep Yellow Shares after the Scheme Meeting is held.

Instructions for completing and returning the Opt-In Notice can be found on the Opt-In Notice.

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