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DEEP YELLOW LIMITED M&A Activity 2022

Aug 4, 2022

64808_rns_2022-08-04_8e718bb6-71a0-4369-b840-b47213e66571.pdf

M&A Activity

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NEWS RELEASE

5 August 2022

DEEP YELLOW AND VIMY MERGER COMPLETED CREATING A STANDOUT GLOBAL URANIUM PLAYER

Today marks the first day Deep Yellow Limited (ASX: DYL; OTCQX: DYLLF) ( Deep Yellow or the Company ) is operating as a significantly larger uranium company, following the successful merger with Vimy Resources Limited ( Vimy ) announced on 31 March 2022.

The transaction, announced on 31 March 2022, combines two advanced, geographically diverse uranium projects, with a combined project portfolio placing Deep Yellow in a unique position as one of the few uranium companies globally with multi-asset exposure and development optionality to deliver its stated incentive-driven production target post-2025, given the necessary incentive uranium price. The completion of the merger has also consolidated a world-class exploration portfolio across two Tier-1 mining jurisdictions, particularly the highly prospective Alligator Project, able to support the Company’s ambitious strategy of establishing +10Mlb production per annum.

Deep Yellow is now the only ASX-listed company with two advanced, near developmentready uranium operations. The Tumas Project ( Tumas ) located in Namibia, will complete its Definitive Feasibility Study ( DFS ) by end CY22 with potential to produce 3Mlb U3O8 p.a. The Mulga Rock Project ( Mulga Rock ) located in Western Australia, has completed a DFS and the Company plans to revise and update this study, to include base metal recovery optimisation work, detailed resource definition drilling work and mining studies with potential to produce 3.5Mlb U3O8 p.a.

With production from both these mines, Deep Yellow has the potential to become the largest pure-play uranium producer on the ASX. Under the leadership of its highly experienced management team and proven technical team, the Company is in a unique position to benefit from a rapidly expanding nuclear sector and contribute to the global decarbonisation efforts.

As previously announced, Steven Michael (Executive Director) and Wayne Bramwell (NonExecutive Director) have joined the Board of Deep Yellow.

The sector-defining merger unlocks a number of key value drivers for the Company:

  • Led by a standout and proven uranium team, who understand how to develop uranium operations across the mining lifecycle

  • Creation of a pure-play uranium company with one of the world’s largest geographically diversified uranium portfolios

  • Unique position as one of a limited number of global companies to have credible multi-mine uranium exposure

  • Operating in supportive, Tier-1 mining jurisdictions

  • Increased scale and stronger financial profile to expand project pipeline through a clearly defined and disciplined M&A strategy to further consolidate targeted, high-quality uranium assets

  • Upholding strong ESG principles focused on delivering long-term value to all stakeholder groups in a sustainable manner

John Borshoff, Managing Director and Chief Executive Officer of Deep Yellow commented: “Completion of the merger between Deep Yellow and Vimy represents the combination of two world-class, advanced uranium projects and an exciting exploration portfolio, able to leverage Deep Yellow’s plans to become a leading, reliable, long-term uranium supplier into a growing market. Our consistent efforts in progressing and executing sector consolidation are starting to pay dividends, as the Vimy merger is showing. This emerging, geographically diversified platform we are developing not only satisfies Deep Yellow’s long-term growth strategy but, importantly, has the potential to create significant shareholder value. This is highlighted by the major competitive advantage we have now attained by being one of the few uranium companies globally with geographically diverse and multi-asset uranium production potential.

“This is a significant, value-creating transaction for the expanded Deep Yellow shareholder base and offers exciting growth opportunities on many fronts. Deep Yellow now has one of the largest uranium resource inventories of junior uranium mining companies globally and an experienced management and technical team who know how to successfully develop and operate uranium projects. Importantly, we are focused on ensuring our projects are developed in a timely manner for when demand and pricing conditions are suitable.

“We will continue to focus on delivering growth and value inorganically through targeted mergers and acquisitions. The uranium industry is currently “out-of-balance” with too many single asset companies lacking sustainable long-term production opportunity, the necessary technical skills and funding to take their projects into development. The industry requires the consolidation that is essential in this sector to build the necessary scale and knowledge required to attract both funding for development and offer diversified, long-term production capability to better satisfy customer needs.

“I would like to welcome the Vimy shareholders and team to Deep Yellow and look forward to sharing our exciting journey to become a Tier-1 uranium producer, deliver value to shareholders and play a key role in a cleaner and greener future.”

Next Steps

Immediate workstreams post-merger will focus on integrating the two teams and continuing development work on the two flagship projects, Tumas and Mulga Rock, while exploring the Alligator and Omahola projects to continue increasing the Company’s uranium resource base.

Conference Call

Deep Yellow will host a joint investor conference call at 7am (WST) / 9am (AEST) on Tuesday 9 August 2022. To view and listen to the presentation please log into the following link - https://webcast.openbriefing.com/9022/

For clarity, the call times are as follows:

  • Perth, Western Australia: 7am

  • London, UK: Midnight (8 August)

  • • New York, USA: 7pm (8 August)

  • If you wish to ask questions, please pre-register for the conference call - https://s1.c conf.com/diamondpass/10024201-5mlef56.html - and you will be sent a calendar invite with a unique code to join. An archive of the webcast will be available on the Deep Yellow website following the event.

JOHN BORSHOFF Managing Director/CEO Deep Yellow Limited

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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.

Media & Investor Relations Queries:

Citadel-MAGNUS

Michael Weir +61 402 347 032 Cameron Gilenko +61 466 984 953

About Deep Yellow Limited

Deep Yellow is progressing its development through a combination of advancing its existing assets and expanding its opportunities for diversified growth through sector consolidation. With the merger and acquisition of Vimy, the expanded Deep Yellow now has two advanced uranium projects at feasibility stage located both in Namibia and Australia with the potential for production starting from the mid 2020’s. In addition, with its expanded exploration portfolio, opportunity also exists for substantial increase of its uranium resource base aimed at building a significant global, geographically diversified project pipeline.

ABN 97 006 391 948

Unit 17, Spectrum Building 100–104 Railway Road Subiaco, Western Australia 6008

PO Box 1770 Subiaco, Western Australia 6904 DYL: ASX & NSX (Namibia) DYLLF: OTCQX www.deepyellow.com.au @deepyellowltd deep-yellow-limited

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Forward Looking Statements

This announcement contains forward looking statements concerning Deep Yellow, 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, the anticipated timing, outcome and effects of the merger (including expected benefits to shareholders of Deep Yellow), 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 uranium, expectations for the ongoing development and growth potential of Deep Yellow.

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. 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.

ASX Listing Rule 5 disclosures

This announcement contains estimates of Deep Yellow Mineral Resources and Production Targets incorporating the Deep Yellow and Vimy Mineral Resources and Production Targets.

Any information in this announcement that relates to Deep Yellow Mineral Resources / Reserves and Production Targets are extracted from ASX announcements released to the market on 10 February 2021 entitled 'Deep Yellow Proceeding with Tumas DFS Following Positive PFS'; on 3 February 2022 entitled ‘Tumas DFS Firmly On Track and Improving on PFS Assumptions; 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) which are available to view on https://deepyellow.com.au/ or www2.asx.com.au. Deep Yellow confirms it is not aware of any new information or data that materially affects the information and assumptions included in the original market announcements and that all material assumptions and technical parameters continue to apply and have not materially changed.

Any information in this announcement that relates to the Mulga Rock Resources / Reserves and Production Targets or Alligator River Mineral Resources that are a product of these estimates is extracted from ASX announcements entitled ‘Significant Resource Upgrade for Mulga Rock Project’ announced to ASX on 23 June 2016 (Mulga Rock Base Metal Mineral Resource); ‘Significant Resource Update – Mulga Rock Cracks 90Mlbs’ 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 which are available to view on https://www.deepyellow.com.au/ or www2.asx.com.au. Deep Yellow confirms that it is not aware of any new information or data that materially affects the information and assumptions included in the original market announcements and that all material assumptions and technical parameters continue to apply and have not materially changed.

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JORC MINERAL RESOURCES

Deposit Tonnes
(M)
Measured
**(Mlb U3O8) **
Inferred
**(Mlb U3O8) **
Total Resource
**(Mlb U3O8) **
Attributable
Resource
**(Mlb U3O8) **
Indicated
**(Mlb U3O8) **
INCA Deposit_(100%)_
36.6
-
12.3
9.7
22.0
22.0
Ongolo Deposit_(100%)_
227.1
19.7
31.7
36.3
87.7
87.7
MS7 Deposit_(100%)_
34.5
9.1
2.9
3.7
15.6
15.6
Omahola Project Sub-total
298.2
28.8
46.9
49.7
125.3
125.3
Tumas 3 Deposits_(100%)_
88.3
-
54.9
5.0
59.9
59.9
Tumas 3 Deposits Total
88.3
-
54.9
5.0
59.9
59.9
Tumas 1 and 2 Deposit_(100%)_
108.1
-
24.2
29.8
54.0
54.0
Tumas 1 and 2 Project Total
108.1
-
24.2
29.8
54.0
54.0
Tumas 1, 2 and 3 Sub-total
196.4
-
79.1
34.8
113.9
113.9
Tubas Sand Deposit_(100%)_
34.0
-
4.1
8.6
12.7
12.7
Tubas Red Sand Project Total
34.0
-
4.1
8.6
12.7
12.7
Tubas Calcrete Deposit_(100%)_
7.4
-
-
6.1
6.1
6.1
Tubas Calcrete Total
7.4
-
-
6.1
6.1
6.1
Aussinanis Deposit_(85%)_
34.6
-
2.7
15.3
18.0
15.3
Aussinanis Project Total
34.6
-
2.7
15.3
18.0
15.3
Calcrete Projects Sub-total
272.4
-
85.9
64.8
150.7
148.0
Total Resources - Namibia
570.6
28.8
132.8
114.5
276.0
273.3
Princess_(100%)_
3.3
-
3.6
1.2
4.8
4.8
Ambassador_(100%)_
34.2
12.6
26.0
13.1
51.7
51.7
Mulga Rock East Sub-total
37.4
12.6
29.6
14.3
56.4
56.4
Emperor_(100%)_
30.8
-
-
29.8
29.8
29.8
Shogun_(100%)_
3.1
-
3.2
0.6
3.8
3.8
Mulga Rock West Sub-total
33.8
-
3.2
30.4
33.6
33.6
Mulga Rock Total
71.2
12.6
32.8
44.7
90.1
90.1
Angularli_(100%)_
0.9
-
-
25.9
25.9
25.9
Alligator River Total
0.9
-
-
25.9
25.9
25.9
Total Resources - Australia
72.1
12.6
32.8
70.6
116.0
116.0
Total Uranium Resources
642.7
41.4
165.6
185.1
392.0
389.3

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JORC ORE RESERVES

Deposit Tonnes
(M)
Proven
**(Mlb U3O8) **
Probable
**(Mlb U3O8) **
Total Reserve
**(Mlb U3O8) **
Attributable
Reserve
**(Mlb U3O8) **
Tumas 1 and 2
(100%)
14.5
-
8.9
8.9
8.9
Tumas 1 East
(100%)
29.5
-
17.4
17.4
17.4
Tumas 3_(100%)_
46.3
-
42.1
42.1
42.1
Tumas 1, 2 and 3
Sub-total
89.9
-
68.4
68.4
68.4
Total Reserves
(Namibia)
89.9
-
68.4
68.4
68.4
Princess_(100%)_
1.7
-
3.3
3.3
3.3
Ambassador
(100%)
19.4
12.3
24.0
36.3
36.3
Mulga Rock East
Sub-total
21.1
12.3
27.3
39.6
39.6
Shogun
1.6
-
2.7
2.7
2.7
Mulga Rock
West Sub-total
1.6
-
2.7
2.7
2.7
Total Reserves
(Australia)
22.7
12.3
30.0
42.3
42.3
  1. Deep Yellow currently owns 100% of Tumas. Oponona has an option to acquire 5% of the Project however the option is yet to be exercised.

  2. Totals may not match area tonnes due to rounding.

Notes:

For the Namibian Resources / Reserves

  • XRF chemical analysis unless annotated otherwise. eU3O8 – equivalent uranium grade as determined by downhole gamma logging.

  • Where eU3O8 values are reported it relates to values attained from radiometrically logging boreholes.

  • Gamma probes were calibrated at Pelindaba, South Africa in 2007. Recent calibrations were carried out at the Langer Heinrich Mine calibration facility in July 2018 and September 2019.

  • During drilling, probes are checked daily against standard source.

  • All metrics presented on a 100% ownership basis (apart from the “Attributable Resources” column)

For the Australian Resources Reserves

  • Tonnes = metric dry tonnes; Appropriate rounding has been applied and rounding errors may occur.

  • Using cut combined U3O8 composites (combined chemical and radiometric grades).

  • Metallurgical plant recovery factors are not applied to total metal content.

  • Using chemical U3O8 composites from drill core.

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