Vimy Resources Limited (ASX: VMY, OTCQB: VMRSF) (Vimy or Company) and Deep Yellow Limited (ASX: DYL, QTCQX: DYLLF) are pleased to provide an update on the proposed merger pursuant to which Deep Yellow will acquire all of the shares in Vimy by way of a scheme of arrangement (Scheme).

Court orders

The Supreme Court of Western Australia (Court) has today made orders: 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.

Scheme Booklet

The Scheme Booklet will be released to ASX and sent to Vimy shareholders following registration with the Australian Securities and Investments Commission (ASIC). It will also be available on Vimy's website at www.vimyresources.com.au. The Scheme Booklet is expected to be dispatched to Vimy shareholders on Monday, 20 June 2022. 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. Vimy shareholders who have not elected to receive communications electronically will receive a letter (sent by post), together with their personalised proxy form, containing instructions about how to view or download a copy of the Scheme Booklet. 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 +61 2 9066 4052 (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 will include 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. 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.

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 will be 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 attend and vote at the virtual Scheme Meeting. The notice of Scheme Meeting provides information on how to lodge your proxy form (if applicable).

Contact:

Steven Michael

Tel: +61 8 9389 2700

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