Vimy Resources : Scheme Meeting Presentation Materials

For personal use only

20 July 2022

Scheme Meeting - Presentation Materials and

Chairman's Comments

Vimy Resources Limited (Vimy or Company) (ASX: VMY, OTCQB:VMRSF) will virtually host the Vimy Scheme Meeting at 10am (Western Standard Time) today as ordered by the Supreme Court of Western Australia on 15 June 2022.

Attached to this announcement are the presentation materials that will accompany the business of the meeting. Below are the introductory comments that will be provided by the independent Chair of today's meeting, Mr Shaun McRobert, prior to the formal business of the meeting.

WELCOME

A very good morning everyone.

My name is Shaun McRobert.

I am a partner at law firm MinterEllison, legal counsel to Vimy Resources Limited (ASX: VMY, OTCQB:VMRSF) (Vimy or Company) for this scheme of arrangement, and I have been appointed by the Court as the independent Chair of today's meeting.

On behalf of Vimy, I would like to take this opportunity to welcome Vimy shareholders, their proxies, attorneys or representatives present, and thank you for taking the time to login and attend today's virtual meeting. Your interest in the Company's affairs is very much appreciated.

In doing so, I would like to acknowledge the traditional custodians of the land on which the Directors are meeting today, the Whadjuk people of the Noongar nation, and pay our respects to their elders, past, present, and emerging. Vimy also acknowledges the traditional custodians of the various lands throughout Australia on which you are participating in this meeting today.

INTRODUCTIONS

I wish to introduce the Vimy Board:

• Vimy's independent Non-Executive Chair, the Hon. Cheryl Edwardes AM;
• Managing Director and CEO, Mr Steven Michael;
• Executive Director and COO, Dr Tony Chamberlain; and
• Independent Non-Executive Director, Mr Wayne Bramwell.

Also present today is Company Secretary, Ms Shannon Coates.

I would also like to acknowledge the hard work of the Board, the executive team and all the hard-working people at Vimy in getting the Company to this point today.

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

For personal use only

VIRTUAL MEETING

Today's meeting is being held through an online meeting platform provided by Automic. This allows shareholders and proxies to attend the meeting virtually. All attendees can participate in a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes.

In order to vote at this meeting, you need to have registered your shareholding with Automic. If you haven't already done so, you can follow the instructions on screen to register and log in to enable you to vote at this meeting.

Voting results will be communicated to the ASX today.

Questions on the resolution can be submitted at any time. To ask a written question, press on the Q&A icon. This will open a new screen. At the bottom of that screen there is a section for you to type your question. Please start your question by typing your shareholding SRN or HIN. This will allow the moderator to identify you as a shareholder. To submit your question, hit 'enter' on your keyboard.

If you would like to ask your question verbally, type your SRN or HIN and then type "I'd like to speak". Once you have finished typing, please hit enter on your keyboard to send.

Please note that while you can submit questions from now on, I will not address them until the resolution is put before the meeting.

Please also note that your questions may be moderated or, if we receive multiple questions on one topic, amalgamated together. Due to time constraints, we may run out of time to answer all of your questions.

Please limit your questions to the resolution being considered at today's meeting. All questions should be addressed to me as the Chairman. I will either deal with the question personally or ask an appropriate person from the Company who is better placed than me to respond.

We will do our best to answer any valid questions raised.

I ask that you keep your questions short and to the point so that as many shareholders as possible have a chance to ask a question. Statements rather than questions will not be addressed.

Voting today will be conducted by way of a poll.

In order to provide you with enough time to vote, and in case anyone cannot stay for the entire meeting, I will shortly open voting.

Before I do, I would like to pass you, Mr Steven Michael, Managing Director of Vimy, to say a few words.

MANAGING DIRECTOR ADDRESS

Before moving to our formal business, I would like to make a few comments about the status of the Scheme Conditions and the timetable for the Scheme.

Implementation of the Scheme is subject to a number of conditions (Scheme Conditions). These are outlined in full in the Scheme Booklet.

I would like to take the opportunity now to run through the status of these conditions.

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In relation to the Scheme Conditions for which Vimy is responsible, we are happy to confirm that:

• the Independent Expert Report's has concluded that the Scheme is in the best interests of Vimy shareholders and that as at today, the Independent Expert has not withdrawn this conclusion;
• Vimy has the requisite net cash position as at the date of this Scheme Meeting;
• Vimy has obtained all Material Counterparty consents; and
• Vimy has obtained from the Australian and Securities Investment Commission's (ASIC) a preliminary letter indicating that ASIC does not intend to object to the Scheme. We stand to receive a finalised letter prior to the Second Court Hearing.

The key Scheme Conditions which remain outstanding at the time of this Scheme Meeting are:

• approval of the Scheme by Vimy Shareholders, the reason why we are holding this Scheme Meeting today; and
• approval of the Scheme by the Supreme Court of Western Australia, which will be sought following this meeting if Vimy Shareholders approve the Scheme.

Your Directors are not aware of any circumstance to date which would prevent any of the outstanding conditions from being satisfied

Further, we do not anticipate or expect any Material Adverse Effect, breach of Vimy Representation or Warranty, Vimy Prescribed Occurrence or termination of the Scheme to occur nor are we aware of any restraint or regulatory action which could be expected to materially adversely impact the Scheme.

If the requisite majorities of Vimy shareholders vote in favour of the Scheme at today's Scheme meeting, and the outstanding Scheme Conditions are satisfied, the final key dates in the Scheme timetable are:

Event	Date (and time)
Vimy seeks orders from the Supreme Court of Western	Tuesday, 26 July 2022
Australian approving the Scheme (Court)
Vimy lodges the Court orders approving the Scheme	Wednesday, 27 July 2022
with ASIC (Effective Date of the Scheme)
Vimy applies for the official quotation of Vimy shares on	Wednesday, 27 July 2022
the ASX to be suspended from close of trading
New Deep Yellow Shares commence trading, initially on	10.00am (AWST) on Thursday, 28 July 2022
a deferred settlement basis
the Record Date of the Scheme, which is the date for	5.00pm (AWST) on Friday, 29 July 2022
determining entitlements to the Scheme Consideration
Implementation of the Scheme, which is when the	Thursday, 4 August 2022
Scheme Consideration will be sent to Vimy shareholders
who held Vimy shares on the Record Date. Eligible Vimy
shareholders will be entitled to receive 0.294 New Deep
Yellow Shares for each Vimy Share held on the Record
Date
New Deep Yellow Shares commence trading on ASX on	Friday, 5 August 2022
a normal settlement basis

These dates and times 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 precedent.

ENDS

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For personal use only

Steven Michael

Managing Director

Tel: [phone]

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

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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