NEWS RELEASE

31 March 2022

For personal use only

We attach the Investor Presentation for the proposed Deep Yellow Limited and Vimy Resources Limited merger.

JOHN BORSHOFF Managing Director/CEO Deep Yellow Limited

INVESTOR PRESENTATION

This ASX announcement was authorised for release by Mr John Borshoff, Managing Director/CEO, for and on behalf of the Board of Deep Yellow Limited.

For further information contact:

John Borshoff

Managing Director/CEO

T: +61 8 9286 6999

E:john.borshoff@deepyellow.com.au

Unit 17, Spectrum Building,

100-104 Railway Road Subiaco, Western Australia 6008

PO Box 1770 Subiaco, Western Australia 6904

+61 8 9286 6999

ABN 97 006 391 948

  • Einfo@deepyellow.com.au

  • Wwww.deepyellow.com.au@deepyellowltddeepyellowlimited

ersonal use only

Deep Yellow and Vimy Merger

THE EMERGING INDEPENDENT LEADER IN THE GLOBAL URANIUM SECTOR

31 MARCH 2022

Not for release to US wire services or distribution in the United States

Disclaimer

ersonal use only

This presentation has been prepared by Deep Yellow Limited ABN 97 006 391 948 (Company or Deep Yellow) and Vimy Resources Limited ABN 56 120 178 949 (Vimy) for general information purposes only. The presentation does not constitute a prospectus or equivalent document nor does it constitute financial product or investment advice. It does not take into account the investment objectives, financial situation or particular needs of any investor. Any vote by Vimy shareholders in respect of the potential merger should only be made on the basis of the information contained in the Scheme Booklet that will be dispatched to Vimy shareholders, which will contain the full terms and conditions of the potential merger and risks of the potential merger. Vimy shareholders are advised to read the formal documentation carefully once it has been dispatched.

The presentation is not and should not be considered as an offer or invitation to subscribe for or purchase any securities in the Company or Vimy, or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for securities in the Company or Vimy will be entered into on the basis of this presentation.

The presentation has been prepared by the Company and Vimy based on information available to them. The information relating to Vimy and the information contained on slide 5 of this Presentation has been provided by Vimy, and the balance of information in this Presentation has been provided by the Company. Neither of the Company and Vimy take responsibility for information provided by the other. Due care and attention has been taken in the preparation of this presentation, however the information contained in this presentation (other than as specifically stated) has not been independently verified for the Company or Vimy or their respective directors and officers, nor has it been audited. Accordingly, the Company and Vimy do not warrant or represent that the information contained in this presentation is accurate or complete. To the fullest extent permitted by law, no liability, however arising, will be accepted by the Company or Vimy, or their respective subsidiaries, directors, officers or advisers, for the fairness, accuracy or completeness of the information contained in the presentation. No responsibility or liability is assumed by the Company or Vimy or their respective subsidiaries, directors, officers or advisers for updating any information in this document or to inform any recipient of any new or more accurate information or any errors of mis-descriptions of which the Company or Vimy or any of their respective directors, officers or advisers may become aware.

Financial information

All dollar values are in Australian dollars (A$ or AUD) unless otherwise stated. Amounts, totals and change percentages are calculated on whole numbers and not the rounded amounts presented. This presentation includes certain historical financial information extracted from the Company's and Vimy's audited consolidated financial statements and information released to ASX (collectively, the Historical Financial Information). The Historical Financial Information is presented in an abbreviated form insofar as it does not include all the presentation and disclosures, statements or comparative information as required by the Australian Accounting Standards (AAS) and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act.

Past performance metrics and figures (including past share price performance of the Company and Vimy), as well as pro forma financial information, included in this Presentation are given for illustrative purposes only and should not be relied upon as (and is not) an indication of the Company, Vimy or any other party's views on the Company's or Vimy's future financial performance or condition or prospects. Investors should note that past performance of the Company and Vimy, including in relation to the historical trading price of the Company's and Vimy's shares, mineral resources, costs and other historical financial information cannot be relied upon as an indicator of (and provides no guidance, assurance or guarantee as to) future Merged Group performance, including the future trading price of shares in the Merged Group. The historical information included in this Presentation is, or is based on, information that has previously been released to the market.

Forward looking statements

This presentation contains "forward-looking information" that is based on the Company's and Vimy's expectations, estimates and projections as of the date on which the statements were made. This forward-looking information includes, among other things, statements with respect to the pre-feasibility and any feasibility studies, the Company's and Vimy's business strategy, plan, development, objectives, performance, outlook, growth, cash flow, projections, targets and expectations, mineral resources, results of exploration and related expenses. Generally, this forward-looking information can be identified by the use of forward-looking terminology such as 'outlook', 'anticipate', 'project', 'target', 'likely',' believe', 'estimate', 'expect', 'intend', 'may', 'would', 'could', 'should', 'scheduled', 'will', 'plan', 'forecast', 'evolve' and similar expressions.

Persons reading this presentation are cautioned that such statements are only predictions, and that the Company's and Vimy's actual future results or performance may be materially different. There can be no assurance that actual outcomes will not differ materially from forward-looking statements. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors which are subject to change, including but not limited to general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of uranium; possible variations of ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accident, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities. This list is not exhaustive of the factors that may affect the Company's and Vimy's forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. The Company and Vimy disclaim any intent or obligations to finalise, check, update or revise any forward-looking statements whether as a result of new information, estimates, or options, future events or results or otherwise, unless required to do so by law. Statements regarding plans with respect to the Company's and Vimy's mineral properties may contain forward-looking statements in relation to future matters that can be only made where the Company or Vimy has a reasonable basis for making those statements. Competent Person Statements regarding plans with respect to the Company's and Vimy's mineral properties are forward looking statements. There can be no assurance that the Company's and Vimy's plans for development of its mineral properties will proceed as expected. There can be noassurance that the Company and Vimy will be able to confirm the presence of mineral deposits, that any mineralisation will prove to be economic or that a mine will successfully be developed on any of the Company's or Vimy's mineral properties.

Previously reported information

This Presentation contains estimates of Mineral Resources, Ore Reserves and Exploration Results of the Company. The Company confirms that it is not aware of any new information or data that materially affects the information included in the Company's announcements released to the market on 3 February 2022 entitled 'Tumas DFS Firmly On Track and Improving on PFS Assumptions'; on 10 February 2021 entitled 'Deep Yellow Proceeding with Tumas DFS Following Positive PFS'; on 22 December 2021 entitled 'New Potential for Basement Uranium Discoveries at Omahola'; and on 4 November 2021 entitled 'Omahola Basement Project Resource Upgrade to JORC (2012)'. All material assumptions and technical parameters underpinning the Mineral Resource and Ore Reserve estimates continue to apply and have not materially changed.

This presentation contains estimates of Mineral Resources and Ore Reserves of Vimy. Vimy confirms that it is not aware of any new information or data that materially affects the information included in the release entitled 'Significant Resource Upgrade for Mulga Rock Project' announced to ASX on 23 June 2016 (Mulga Rock Base Metal Mineral Resource); the release entitled 'Significant Resource Update - Mulga Rock Cracks 90 Mlbs' announced to ASX on 12 July 2017 (Mulga Rock Uranium Mineral Resource), the release entitled 'Maiden Mineral Resource at Angulari Deposit Alligator River Project' announced to ASX on 20 March 2018 (Alligator River Mineral Resource) and the release entitled 'Major Ore Reserve Update - Moving to the Go Line' announced to ASX on 4 September 2017. All material assumptions and technical parameters underpinning the Mineral Resource and Ore Reserve estimates continue to apply and have not materially changed.

There is information in this presentation relating to Production Targets, and the forecast financial information derived from the Production Targets of the Company's Tumas Project Pre-feasibility Study announced to the market on 10 February 2021 in the release entitled 'Deep Yellow Proceeding with Tumas DFS Following Positive PFS' and on 3 February 2022 in the release entitled 'Tumas DFS Firmly on Track and Improving on PFS Assumptions'. The Company confirms that all material assumptions underpinning the Production Targets and the forecast financial information derived from the Production Targets in the original announcement continue to apply and have not materially changed.

This Presentation contains estimates of Vimy's Production Targets. Vimy confirms that its Production Targets were announced to the market on 26 August 2020 in the release entitled 'DFS Refresh Significantly Improves Mulga Rock Project Economics' and that all material assumptions underpinning the Production Targets and the forecast financial information derived from the Production Targets in the original announcement continue to apply and have not materially changed.

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effects of rounding. Accordingly, the actual calculation of thesefigures may differ from the figures set out in this Presentation.

2

ersonal use only

1 Transaction Overview

  • Merger of Deep Yellow and Vimy to be effected via a Vimy Scheme of Arrangement (Scheme) under which Deep Yellow will acquire 100% of the fully paid ordinary shares in Vimy (Transaction)

  • Vimy shareholders to receive 0.294 new fully paid ordinary shares in Deep Yellow for each Vimy share held, which implies A$0.285(1) per Vimy share,representing a 35.3% premium to the 30-day VWAP as at 25 March 2022 and 18.8% premium to Vimy's closing share price on 25 March 2022

  • Vimy shareholders will own 47% of the combined Deep Yellow and Vimy (Merged Group) and Deep Yellow shareholders will own 53% of the Merged Group

  • Unanimously recommended by the Vimy Board in the absence of a superior proposal and subject to the Independent Expert opining (and maintaining) that the Scheme is in the best interests of Vimy shareholders.(2) Each Vimy Director intends to vote all of the Vimy shares they control in favour of the Scheme subject to the same qualifications(2)

The Board and senior management of the Merged Group will comprise representatives from both companies

  • The Merged Group will be led by Deep Yellow's Managing Director and CEO, John Borshoff, and Non-Executive Chairman, Chris Salisbury

  • Vimy's Steven Michael will join the Merged Group Board as an Executive Director and Wayne Bramwell as Non-Executive Director

  • The Merged Group will look to reorganise the Board composition over the next 12 months, aiming to comply with the ASX Corporate Governance Principles and Recommendations(3)

  • Vimy's exploration, technical and environmental personnel will transition to the Merged Group , maintaining the existing knowledge base on the Mulga

    Rock and Alligator River projects

  • Scheme booklet expected to be dispatched to Vimy shareholders in late May / early June 2022 with the Vimy Scheme meeting in late June / early July 2022 and transaction completion expected in July 2022

  • Key conditions include Vimy shareholder approval and approval by the Court

  • Reciprocal exclusivity arrangements (including "no shop", "no talk" and "no due diligence" restrictions) in favour of both parties, a matching rights regime in favour of Deep Yellow and break fees in favour of both parties

Other customary conditions and other terms for a transaction of this nature

4

(1) Implied consideration per Vimy share based on the closing price of Deep Yellow shares on 25 March 2022; (2) Refer to clause 7.1 of the Scheme Implementation Deed for details; (3) It is proposed that Deep Yellow's Non-Executive

Director, Justin Reid, will retire upon implementation. See clause 5.10 of the Scheme Implementation Deed

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Vimy Resources Ltd. published this content on 30 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2022 23:55:09 UTC.