For personal use only
20 July 2022
Vimy shareholders vote in favour of merger
with Deep Yellow
Vimy Resources Limited (ASX:VMY, OTCQB:VMRSF) (Vimy or Company) is pleased to announce that the requisite majorities of its shareholders (Vimy Shareholders) today voted in favour of the proposed scheme of arrangement, pursuant to which Deep Yellow Limited (ASX:DYL, OTCQX: DYLLF) (Deep Yellow) will acquire all of the shares in Vimy (Vimy Shares) (Scheme).
Results of the Scheme Meeting
In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), Vimy advises that the resolution to approve the Scheme as set out in the notice of Scheme meeting attached to Vimy's scheme booklet registered by ASIC on 16 June 2022 (Scheme Resolution), was passed by the requisite majorities of Vimy shareholders. A detailed report of the poll and proxy results on the Scheme Resolution t is included as Annexure A to this announcement. In summary:
- 96.57% of Vimy Shareholders present and voting at the Scheme meeting (in person or by proxy, attorney or corporate representative via Vimy's online meeting platform) voted in favour of the Scheme Resolution; and
- 99.00% of the total number of votes cast by Vimy Shareholders at the Scheme meeting (in person or by proxy, attorney or corporate representative via Vimy's online meeting platform) were in favour of the Scheme Resolution.
Next steps
Vimy will now seek approval of the Scheme by the Supreme Court of Western Australia (Court) at a second Court hearing scheduled for Tuesday, 26 July 2022 (Second Court Hearing).1 Further details about the Second Court Hearing are included as Annexure B to this announcement.
If the Court approves the Scheme at the Second Court Hearing, Vimy intends to lodge a copy of the orders of the Court with the Australian Securities and Investments Commission on Wednesday, 27 July 2022, so that the Scheme will become effective on that date. If this occurs, Vimy Shares will be suspended from trading on ASX with effect from close of trading on Wednesday, 27 July 2022.
Implementation of the Scheme is expected to occur on Thursday, 4 August 2022, subject to the satisfaction or waiver of the remaining conditions precedent to the Scheme (including approval by the Court at the Second Court Hearing).
Scheme Timetable
The key dates expected for the Scheme are set out below.
1 The Scheme remains subject to certain conditions. The Second Court Hearing will only occur if all of the remaining conditions precedent to the Scheme (other than the Supreme Court of Western Australia's approval of the Scheme) have been satisfied or waived as at 8.00 am (Perth time) on Tuesday, 26 July 2022 (being the date that is currently scheduled to be the Second Court Date). Full details of the conditions precedent to the Scheme (and other terms of it) are set out in the Scheme Implementation Deed entered into between Vimy and Deep Yellow (as amended from time to time), a summary of which is included in the Scheme Booklet and which is available on the ASX website at www2.asx.com.au and on Vimy's website at www.vimyresources.com.au.
Vimy Resources Limited | Telephone: | +61 8 9389 2700 | |
First Floor, 1209 Hay Street | Website: | vimyresources.com.au | |
West Perth Western Australia | 6005 |
For personal use only
Key Dates | Date* | ||
Second Court Date for approval of the Scheme | Tuesday, 26 July 2022 | ||
Effective Date | Wednesday, 27 July 2022 | ||
Scheme Record Date | 5:00pm (AWST), Friday, 29 July 2022 | ||
Implementation Date | Thursday, 4 August 2022 | ||
New Deep Yellow Shares commence trading on ASX on a | Friday, 5 August 2022 | ||
normal settlement basis | |||
*All times and dates in the above timetable are references to the time and date in Perth, Western Australia (AWST). All dates 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 set out in Section 2.5 of the Scheme Booklet. Vimy reserves the right to vary the times and dates set out above. Any changes to the above timetable will be announced on ASX and notified on Vimy's website at www.vimyresources.com.au.
Vimy will continue to update Vimy shareholders as to any material developments in relation to the Scheme as the timetable progresses.
ENDS
Steven Michael
Managing Director
Tel: +61 8 9389 2700
Released for and on behalf of the Board of Vimy Resources Limited
2
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: +61 8 9389 2700 | Automic Group | |||
1209 Hay Street | F: +61 8 9389 2722 | ||||
West Perth WA 6005 | E: info@vimyresources.com.au | T: 1300 288 664 (within Australia) | |||
+61 2 9698 5414 (outside Australia) | |||||
Postal Address: | ABN: 56 120 178 949 | W: | investor.automic.com.au | ||
PO Box 23 | E: | hello@automicgroup.com.au | |||
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
For personal use only
Annexure A: Voting Results of the Scheme Meeting
VIMY RESOURCES LIMITED
SCHEME MEETING
Wednesday, 20 July 2022
Voting Results
The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2.
Disclosure of Proxy Votes
VIMY RESOURCES LIMITED | Automic |
GPO Box 5193, Sydney, NSW 2001 | |
Scheme Meeting | P 1300 288 664 (aus) or +61 (0)2 9698 5414 (world) |
Wednesday, 20 July 2022 | F +61 (0)2 8583 3040 E hello@automic.com.au |
ABN 27 152 260 814 | |
In accordance with section 251AA of the Corporations Act 2001, the following information is provided in relation to resolutions put to members at the meeting. |
Proxy Votes | Poll Results (if applicable) | |||||||||
only | Decided by | Total Number | ||||||||
of Proxy Votes | ||||||||||
Show of | FOR | AGAINST | ABSTAIN | PROXY'S | FOR | AGAINST | ABSTAIN | |||
Resolution | Hands (S) | exercisable by | DISCRETION | |||||||
proxies validly | ||||||||||
or Poll (P) | ||||||||||
appointed | ||||||||||
1 Scheme Resolution - That under and | ||||||||||
in accordance with the provisions of | ||||||||||
ection 411 of the Corporations Act | ||||||||||
2001 (Cth), the members agree to the | ||||||||||
arrangement proposed between Vimy | ||||||||||
Resources Limited and the holders of | ||||||||||
its f lly paid ordinary shares, | ||||||||||
designated the Scheme, as contained | 501,829,600 | 4,243,321 | 1,535,265 | 507,572,689 | 5,110,125 | |||||
use | P | 507,608,186 | 10,357 | 10,357 | ||||||
in and more particularly described in | 98.86% | 0.84% | 0.30% | 99.00% | 1.00% | |||||
the Scheme Booklet accompanying the | ||||||||||
notice convening this meeting (with or | ||||||||||
without any alterations or conditions | ||||||||||
greed or any alterations or conditions | ||||||||||
required by the Court) and the Board of | ||||||||||
Directors of Vimy is authorised to | ||||||||||
implement the Scheme with any such | ||||||||||
alterations or conditions. | ||||||||||
personalr | ||||||||||
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Vimy Resources Ltd. published this content on 20 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 July 2022 02:53:02 UTC.