Deep Yellow Limited (ASX: DYL; OTCQX: DYLLF) (Deep Yellow) and Vimy Resources Limited (ASX: VMY; OTCQB: VMRSF) (Vimy) are pleased to announce that they have entered into a Scheme Implementation Deed (SID), under which the two companies propose to merge by way of a recommended court-approved scheme of arrangement between Vimy and its shareholders (Scheme).
John Borshoff, Managing Director and Chief Executive Officer of Deep Yellow, commented: 'This Merger has the potential to be a significant value-creating opportunity for both Deep Yellow and Vimy Shareholders.
The Merger combines two world class assets, both in Tier-1 mining jurisdictions, into a single group with scale and know-how. The expanded strong technical team of Deep Yellow, together with Vimy personnel, positions us well to bring both projects online when uranium prices support the generation of long-term, sustainable positive cash flows. Our vision has been to deliver growth organically and inorganically to Deep Yellow shareholders and I am very pleased we have started to achieve that in this process. This transaction also builds on the pipeline of exploration assets able to add growth organically and critically, creating a platform for additional value accretive acquisitions.' Steven Michael, Managing Director and Chief Executive Officer of Vimy, commented: 'This Merger de-risks and underpins our path to development at Mulga Rock.
The combined financial, processing and operating strengths of both companies will enable greater optimisation and the delivery of Mulga Rock, as well as an established exploration team that can unlock considerable value at Alligator River. The Merger provides Vimy Shareholders the opportunity to share in the expected significant benefits of being part of a larger, geographically diverse Merged Group, with the expertise to develop the full portfolio of assets in the near term.'
Chris Salisbury - Non-Executive Chairman of Deep Yellow commented: 'This Merger represents an outstanding opportunity for both companies. It combines the strengths of both companies into a merged group of global scale, with outstanding assets and importantly a team with a track record of execution. The resultant Merged Group is well positioned for future growth in a sector that requires further consolidation. The strategic importance of a merger such as this cannot be underestimated. In a time where energy security is at the forefront of government thinking globally, the value of a well credentialled company with a diverse asset base, places this company in a strong position when compared to its peers. The Merger represents a first step in the consolidation of the uranium sector required to deliver long-term sustainable supply.'
The Hon. Cheryl Edwardes AM - Non-Executive Chairman of Vimy commented: 'Vimy has made significant advancements in the development of Mulga Rock and I am proud of the team's achievement in reaching substantial commencement. As the company now moves to the next phase of development with a clearer pathway to production, I view this Merger as a key step to the successful development of the project. I encourage Vimy Shareholders to support the Merger and am excited about the future of what the Merged Group can deliver.' The board and senior management of the Merged Group will comprise representatives from Deep Yellow and Vimy which is detailed further in the Leadership and Integration section below.
Contact:
Michael Weir
Tel: +61 402 347 032
About Deep Yellow Limited
Deep Yellow Limited is a differentiated, advanced uranium exploration company, in pre-development phase, implementing a contrarian strategy to grow shareholder wealth. This strategy is founded upon growing the existing uranium resources across Deep Yellow's uranium projects in Namibia and the pursuit of accretive, counter-cyclical acquisitions to build a global, geographically diverse asset portfolio. A PFS was completed in early 2021 on its Tumas Project in Namibia and a Definitive Feasibility Study commenced February 2021. Deep Yellow's cornerstone suite of projects in Namibia is situated within a top-ranked African mining destination in a jurisdiction that has a long, well-regarded history of safely and effectively developing and regulating its considerable uranium mining industry
About Vimy Resources Limited
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 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.
Forward Looking Statements
This announcement contains forward looking statements concerning Deep Yellow, Vimy and the Merged Group which are made as at the date of this announcement (unless otherwise indicated), including statements about intentions, beliefs and expectations, plans, strategies and objectives of the directors and management of Deep Yellow and Vimy, the anticipated timing, outcome and effects of the Scheme (including expected benefits to shareholders of Deep Yellow and Vimy), indications of and guidance on synergies, future earnings or financial position or performance, anticipated production or construction or development commencement dates, costs or production outputs, capital expenditure and future demand for lithium, expectations for the ongoing development and growth potential of the Merged Group and the future operation of Deep Yellow and Vimy.
Forward looking statements are not statements of historical fact or actual events and results may differ materially from those contemplated by the forward looking statements as a result of a variety of risks, uncertainties and other factors, many of which are outside the control of Deep Yellow, Vimy and the Merged Group. Such factors may include, among other things, risks relating to funding requirements, uranium prices, exploration, development and operating risks (including unexpected capital or operating cost increases), production risks, competition and market risks, regulatory restrictions (including environmental regulations and associated liability, changes in regulatory restrictions or regulatory policy and potential title disputes) and risks associated with general economic, political and other conditions. Any forward looking statements, as well as any other opinions and estimates, provided in this announcement are based on assumptions and contingencies which are subject to change without notice and may prove ultimately to be materially incorrect, as are statements about market and industry trends, which are based on interpretations of current market conditions. There can be no assurance that the Scheme will be implemented or that plans of the directors and management of Deep Yellow and Vimy for the Merged Group will proceed as currently expected or will ultimately be successful. You are strongly cautioned not to place undue reliance on forward looking statements, including in respect of the financial or operating outlook for Deep Yellow, Vimy or the Merged Group (including the realisation of any expected synergies), particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the ongoing COVID19 pandemic and the Russo-Ukraine conflict. Except as required by law or the ASX listing rules, Deep Yellow and Vimy assume no obligation to provide any additional or updated information or to update any forward looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this announcement will, under any circumstances (including by reason of this announcement remaining available and not being superseded or replaced by any other presentation or publication with respect to Deep Yellow, Vimy or the Merged Group, or the subject matter of this announcement), create an implication that there has been no change in the affairs of Deep Yellow or Vimy since the date of this announcement.
DEEP YELLOW LIMITED 
