Boart Longyear : Notice of Meeting and Explanatory Statements

12 May 2017‌

Boart Longyear Limited (ASX: BLY) (Boart Longyear or the Company) announced on 3 April 2017 that the terms of a recapitalisation (the Recapitalisation) had been agreed with its major creditors. The Company has commenced dispatch of the notice of meeting today for the Annual General Meeting of the Company (the AGM) (the Shareholders' Notice of Meeting), at which shareholders will be asked to consider (amongst other things) the resolutions required to implement the Recapitalisation (the Recapitalisation Resolutions).

The AGM is scheduled to be held at 1:00 pm on Tuesday, 13 June 2017 at the Melbourne Convention and Exhibition Centre, 1 Convention Centre Place, South Wharf, Melbourne Victoria 3006 Australia.

The Shareholders' Notice of Meeting includes an independent expert's report prepared by KPMG Financial Advisory Services (Australia) Pty Ltd (KPMG) in relation to the Recapitalisation (the KPMG Report). KPMG has concluded that the Recapitalisation is fair and reasonable to non-associated shareholders.

The Independent Directors unanimously recommend that shareholders vote in favour of the Recapitalisation Resolutions, subject to no superior proposal emerging, as they believe that they are in the best interests of the Company and its shareholders. In coming to their recommendation to endorse the Recapitalisation, the Independent Directors have considered the factors set out in the Shareholders' Notice of Meeting.

The Shareholders' Notice of Meeting (including the KPMG Report) is attached to this announcement as Appendix A. Shareholders are encouraged to read this document carefully.

The Recapitalisation also will be implemented by two Australian schemes of arrangement (together, the Creditors' Schemes). The Supreme Court of New South Wales on 10 May 2017 approved the convening of meetings of those creditors who are affected by the Creditors' Schemes (the Creditors' Scheme Meetings), and the Company, today, is commencing the distribution of the explanatory statements for the Creditors' Schemes (the Creditors' Explanatory Statements).

If the relevant creditors approve the Creditors' Schemes, their implementation will be conditional on, among other things, shareholder approval of the Recapitalisation Resolutions and a further approval of the Supreme Court of New South Wales.

Attached to this announcement as Appendix B are:

• Creditors' Explanatory Statements (without annexures) and the Schemes of Arrangement: The Creditors' Explanatory Statements set out the important information about

  the Creditors' Schemes required by the Corporations Act. The Creditors' Explanatory Statements include a number of annexures, including the Schemes of Arrangement, which set out the formal, contractual terms on which it is proposed that the Company and certain of its creditors agree to pursue and implement the Creditors' Schemes.

• KordaMentha Report: The Creditors' Explanatory Statements also include an independent expert's report prepared by KordaMentha for the purposes of the Creditors' Schemes (the KordaMentha Report).

Shareholders should be aware that the Creditors' Explanatory Statements and the KordaMentha Report were prepared for the benefit of the affected creditors in the context of the Creditors' Schemes; they do not directly contemplate or address the interests of shareholders. The Shareholders' Notice of Meeting, however, is addressed to shareholders and has been prepared with their information requirements in mind.

The Shareholders' Notice of Meeting (including the KPMG Report) and the Creditors' Explanatory Statements (with all its annexures, including the KordaMentha Report and Schemes of Arrangement) will also be made available on the Company's website at http://www.boartlongyear.com/company/investors/.

Set out below is an updated indicative timetable for the Recapitalisation:

The dates in the above timetable are indicative only and subject to change.

Disclaimer

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action on the basis of the information. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to, or for the account or benefit of, any "U.S. person" (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")) ("U.S. Person"). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons unless the securities have been registered under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration. This

announcement includes forward-looking statements within the meaning of securities laws. Forward looking statements can generally be identified by the use of words such as 'project', 'foresee', 'plan', 'expect', 'aim', 'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will' or similar expressions. Any forward-looking statements involve known and unknown risks and uncertainties, many of which are outside the control of the Company and its representatives. Forward-looking statements may also be based on estimates and assumptions with respect to future business decisions, which are subject to change. Any statements, assumptions, opinions or conclusions as to future matters may prove to be incorrect, and actual results, performance or achievement may vary materially from any projections and forward-looking statements.

Director, Investor Relations Citadel-MAGNUS

Australia: +61 8 8375 8300 Australia: +61 8 6160 4903

USA: +1 801 952 8343 Mobile: +61 402 347 032

ir@boartlongyear.com mweir@citadelmagnus.com