DEEP YELLOW LIMITED — M&A Activity 2022

Jun 19, 2022

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20 June 2022

Dispatch of Scheme Booklet

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Vimy Resources Limited (ASX:VMY, OTCQB:VMRSF) ( Vimy or Company ) and Deep Yellow Limited (ASX: DYL, OTCQX: DYLLF) ( Deep Yellow ) refer to the announcements made on 15 and 16 June 2022 in relation to:

• the proposed merger by which Deep Yellow proposes to acquire all of the shares in Vimy by way of a scheme of arrangement ( Scheme );

• the orders made by the Supreme Court of Western Australia ( Court ) that Vimy convene a meeting of Vimy Shareholders to consider and vote on the Scheme ( Scheme Meeting ) and approving the dispatch of an explanatory statement providing information about the Scheme, together with the Notice of Scheme Meeting (together, the Scheme Booklet ) to Vimy Shareholders; and

• the registration of the Scheme Booklet with the Australian Securities and Investments Commission ( ASIC ).

Dispatch of Scheme Booklet

Vimy is pleased to announce the dispatch of the Scheme Booklet today following approval by the Court that Vimy convene a Scheme Meeting and the registration of the Scheme Booklet with ASIC.

The Scheme Booklet will be available for viewing and downloading at: www.vimyresources.com.au/scheme.

There are two methods by which the Scheme Booklet will be distributed:

• Vimy Shareholders who have elected to receive electronic communications from Vimy will receive an email containing instructions about how to view or download a copy of the Scheme Booklet, as well as instructions on how to lodge their proxies and associated forms; and

• Vimy Shareholders who have not elected to receive communications electronically will receive a letter (sent by post) together with their personalised Proxy Form, Opt-in Notice, and Foreign Declaration Form (if applicable) and accompanying instructions about how to view or download a copy of the Scheme Booklet. A copy of the letter, Proxy Form, Opt-in Notice, and Foreign Declaration Form is attached.

Further information

Vimy Shareholders should carefully read the Scheme Booklet in its entirety, including the materials accompanying it, before deciding whether to vote in favour of the Scheme.

If after reading the Scheme Booklet you have any questions about the Scheme or the Scheme Booklet, please contact the Vimy Shareholder Information Line on 1300 038 212 (within Australia) or +61 2 9066 4052 (outside Australia) between 7.00am and 5:00pm (AWST) Monday to Friday, excluding public holidays.

Independent Expert's Report and Directors' recommendation

The Scheme Booklet includes a copy of the independent expert's report prepared by Deloitte Corporate Finance Pty Limited ( Independent Expert ), which has concluded the Scheme is fair and reasonable and in the best interests of Vimy Shareholders.

Vimy Resources Limited First Floor, 1209 Hay Street West Perth Western Australia 6005

Telephone: +61 8 9389 2700 Website: vimyresources.com.au

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The Directors of Vimy continue to unanimously recommend that Vimy Shareholders vote in favour of the Scheme at the Scheme Meeting, in the absence of a Superior Proposal (as that term is defined in the Scheme Implementation Deed) and subject to the Independent Expert concluding in the Independent Expert’s Report (and continuing to conclude) that the Scheme is in the best interests of Vimy Shareholders. Subject to those same qualifications, each member of the Vimy Board intends to vote, or procure the voting of, all Vimy Shares held or controlled by them in favour of the Scheme at the Scheme Meeting. The Scheme Booklet also discloses benefits of the Scheme to Vimy Directors.

Scheme Meeting

The Scheme Meeting, at which Vimy Shareholders will vote on the proposed Scheme, is expected to be held at 10:00am (AWST) on Wednesday, 20 July 2022*. Due to the COVID-19 pandemic, in the interests of the health and safety, the Scheme Meeting will be held electronically via an online platform.

Details of how to access the online platform and participate in the Scheme Meeting are contained in the notice of meeting included in the Scheme Booklet. Vimy Shareholders who participate in the Scheme Meeting via the online platform will be able to listen to the Scheme Meeting, cast a vote online and ask questions. All registered Vimy Shareholders as at 5:00pm (AWST) on Monday, 18 July 2022* will be eligible to vote at the Scheme Meeting.

All Vimy Shareholders are encouraged to vote either by attending and voting at the virtual Scheme Meeting or by lodging a proxy to vote at the virtual Scheme Meeting. The notice of Scheme Meeting provides information on how to lodge your proxy form (if applicable).

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Steven Michael Managing Director

Tel: +61 8 9389 2700

Released for and on behalf of the Board of Vimy Resources Limited

*All times and dates 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.

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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 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.

Directors and Management

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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

Xavier Moreau

General Manager, Geology and Exploration Matthew Owen

Chief Financial Officer

Kyle Pitcher Registered Manager, Mulga Rock Project

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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:

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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

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That is equivalent to about 12% of Australia’s

and 70%

of Western Australia’s greenhouse gas emissions

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

First Floor 1209 Hay Street West Perth WA 6005

Postal Address: PO Box 23 West Perth WA 6872

T: +61 8 9389 2700 F: +61 8 9389 2722 E: info@vimyresources.com.au

ABN: 56 120 178 949

Share Registry

Automic Group

T: 1300 288 664 (within Australia) +61 2 9698 5414 (outside Australia) W: investor.automic.com.au E: hello@automicgroup.com.au

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20 June 2022

Letter to Shareholders regarding Scheme Booklet for Scheme of Arrangement with Deep Yellow

Dear Shareholder

On 31 March 2022, Vimy Resources Limited (ASX:VMY, OTCQB:VMRSF) (“ Vimy ” or the “ Company ”) announced that Vimy had entered into a Scheme Implementation Deed (" Scheme Implementation Deed" ) with Deep Yellow Limited (ASX:DYL) (" Deep Yellow" ), under which Deep Yellow undertakes to acquire 100% of the issued capital of Vimy in consideration for 0.294 Deep Yellow shares for every Vimy share by way of a scheme of arrangement ( Scheme ), via the Scheme Implementation Deed.

You have received this letter because you are:

• on the register of members of Vimy as holding Vimy shares and you have not elected to receive shareholding communications electronically; or

• although you have elected to receive shareholding communications electronically, we have been notified that our email communication was unable to be delivered to your nominated email address.

If you have recently sold all of your Vimy shares, please disregard this letter.

Scheme Booklet

In order for the Scheme to proceed, it must be approved at a meeting of Vimy shareholders (the " Scheme Meeting "), and then by the Court. A Scheme Booklet has been prepared which provides you with important information about the Scheme for your consideration. The Scheme Booklet includes the reasons for the Vimy Board's recommendation that Vimy shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to Deloitte Corporate Finance Pty Limited (the " Independent Expert ") continuing to conclude that the Scheme is in the best interests of Vimy shareholders, together with a copy of the Independent Expert's Report on the Scheme. The Scheme Booklet also discloses benefits of the Scheme to Vimy Directors.

The Scheme Booklet also includes the Notice of Meeting in relation to the Scheme Meeting (" Scheme Notice of Meeting ").

You should read the Scheme Booklet in its entirety and consider its contents carefully before deciding whether or not to vote in favour of the Scheme. If you are in any doubt about what you should do, you should consult with a financial, legal, taxation or other professional adviser.

The Scheme Booklet is available online for viewing and downloading from https://www.vimyresources.com.au/scheme

Given the size of the Scheme Booklet, and the current delays and uncertainties surrounding postal deliveries arising out of the COVID-19 pandemic, you will not be sent a hard copy of the Scheme Booklet unless you request one by calling the Vimy Shareholder Information Line on 1300 038 212 (within Australia) or +61 2 9066 4052 (outside Australia), Monday to Friday (excluding public holidays) between 7:00am and 5:00pm (AWST).

The Scheme Booklet contains important information in relation to the Scheme, and you are encouraged to either access it online, or to request a hard copy, as mentioned above.

Vimy Resources Limited First Floor, 1209 Hay Street West Perth Western Australia 6005

Telephone: +61 8 9389 2700 Website: vimyresources.com.au

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Scheme Meeting

The Scheme Meeting is scheduled to be held online only at 10:00am (AWST) on 20 July 2022. There will be no physical Scheme Meeting.

Vimy shareholders and their proxies, attorneys and duly appointed corporate representatives may participate in the Scheme Meeting via the online platform. The online platform will allow Vimy shareholders and their proxies, attorneys and duly appointed corporate representatives to listen to the Scheme Meeting, cast an online vote and ask questions online (either in writing or verbally).

To virtually attend and participate in the Scheme Meeting (which will be broadcast as a live webinar), please pre-register in advance for the Scheme Meeting here:

https://us02web.zoom.us/webinar/register/WN_f_Ep7XqaSm2BxJPqPo3N7g

After registering, you will receive a confirmation containing information on how to attend the Virtual Meeting on the day of the Scheme Meeting.

To vote online, Vimy Shareholders will need to go to investor.automic.com.au and log in with their username and password, or register an account online. Shareholders are encouraged to create an account prior to the start of the Scheme Meeting to ensure there is no delay in attending the virtual meeting.

To create an account online and participate in the Scheme Meeting, Vimy shareholders (or their attorney or corporate representative, as applicable) will need their SRN or HIN, and postcode registered to that Vimy Shareholder's holding (in the case of overseas shareholders, their country code).

Details on how to attend and participate in the Scheme Meeting are also set out in Section 4 of the Scheme Booklet.

Voting and Forms

Proxy Form

A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company’s share registry, Automic Group Pty Ltd by:

Post to: Automic GPO Box 5193 Sydney NSW 2001 Email to: meetings@automicgroup.com.au Fax to: +61 2 8583 3040

Proxy votes may also be lodged online using the following link: https://investor.automic.com.au/#/loginsah

Your proxy voting instruction must be received by 10:00am (AWST) on Monday, 18 July 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Opt-In Notice

Also enclosed with this letter is an Opt-In Notice form for completion by Vimy Shareholders who are entitled to less than a marketable parcel of New Deep Yellow Shares on completion of the Scheme. Shareholders who are likely to be entitled to less than a marketable parcel of New Deep Yellow Shares on completion of the Scheme will receive a notification informing them of their right to opt-in to receive New Deep Yellow Shares after the Scheme Meeting is held.

Instructions for completing and returning the Opt-In Notice can be found on the Opt-In Notice.

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Foreign Resident Declaration Form

If you are a foreign (non-Australian) tax resident, you will also receive with this letter a Relevant Foreign Resident Declaration Form.

Instructions for completing and returning the Foreign Resident Declaration Form can be found on the Foreign Resident Declaration Form.

Second Court Hearing

If the requisite majorities of Vimy Shareholders vote in favour of the Scheme at the Scheme Meeting, and all other relevant conditions precedent to the Scheme are satisfied or waived, Vimy will apply to the Supreme Court of Western Australia for orders approving the Scheme.

Scheme Timetable

The key dates expected for the Scheme are set out below:

Key Dates	Date*
Dispatch of Scheme Booklet	Monday, 20 June 2022
Latest time and date for lodgement of completed Proxy Form for the Scheme Meeting (including Proxy Forms lodged online)	10:00am (AWST), Monday, 18 July 2022
Time and date for determining eligibility to vote at the Scheme Meeting	5.00pm(AWST), Monday, 18 July 2022
Scheme Meeting to be held online	10:00am (AWST), Wednesday, 20 July 2022
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

* 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 https://www.vimyresources.com.au/index.php/investor-relations/asx-announcements. Vimy will continue to update Vimy shareholders as to any material developments in relation to the Scheme as the timetable progresses.

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General

The Scheme Booklet and Scheme Notice of Meeting are important and should be read in their entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

If you have any questions in relation to Scheme Booklet or the Scheme, please contact the Vimy Shareholder Information Line on 1300 038 212 (within Australia) or +61 2 9066 4052 (outside Australia), Monday to Friday (excluding public holidays) between 7:00am and 5:00pm (AWST).

Further updates in relation to the Scheme will be announced to the ASX and will be available under Vimy's profile on the ASX at https://www2.asx.com.au/markets/company/vmy.

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Steven Michael Managing Director and CEO

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[HolderNumber]

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For All enquiries 1300 038 212 (Within Australia) +61 2 9066 4052 (Overseas)

[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]

Holder Reference (SRN/HIN): [HolderNumber]

[HolderNumber]

RELEVANT FOREIGN RESIDENT DECLARATION FORM

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	BY MAIL Vimy Resources Limited C/- Automic Group GPO Box 5193 Sydney NSW 2001		BY HAND DELIVERY (Between 9.00am–5.00pm AEDT) Automic Group Level 5, 126 Phillip Street Sydney NSW 2000		BY EMAIL hello@automicgroup.com.au

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Holder Reference (SRN/HIN): [HolderNumber]

[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]

[HolderNumber]

VENDOR DECLARATION ACTION REQUIRED BY VIMY SHAREHOLDER

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Privacy Notice

The personal information you provide on this form is collected by Automic Group Pty Limited and Deep Yellow’s share registry, Computershare Investor Services Pty Limited, for the purpose of maintaining registers of shareholders, facilitating distribution payments and other corporate actions and communications. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to Vimy, Deep Yellow or to third parties upon direction by Vimy or Deep Yellow where related to the administration of your securityholding or as otherwise required or permitted by law.

Return your Form:

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VIMY RESOURCES LIMITED | ACN 120 178 949

[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]

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By Mail:

GPO Box 5193, Sydney NSW 2001

For All enquiries 1300 038 212 (within Australia) +61 2 9066 4052 (international)

ASX Security Code: VMY

Holder Number (SRN/HIN): [HolderNumber]

SMALL SHAREHOLDERS OPT-IN NOTICE

YOUR ELECTION MUST BE RECEIVED BY NO LATER THAN 5.00PM (AWST) ON THURSDAY, 28 JULY 2022

This is an important document and requires your immediate attention. This document should be read in conjunction with the Scheme Booklet by Vimy Resources Limited (the Company ) which is available online at www.vimyresources.com.au. If you are in any doubt as to how to deal with this form, you should consult your professional advisor.

Option A: Elect Online (Recommended)

Visit https://investor.automic.com.au/#/home

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To elect online, simply scan the barcode to the right with your tablet or mobile device or enter the above link into your browser. Instructions for lodging your election online and accessing this portal are provided in the section overleaf.

• ✓ It’s fast and simple: Electing online is very easy to do, it eliminates any postal delays and removes any potential risk of it being lost in transit.

• ✓ It’s secure and confirmed: Electing online provides you with greater privacy over your instructions and provides you with confirmation that your election has been successfully processed.

Option B: Paper Election

Step 1: Make your election below:

A PLEASE TICK THE BOX TO INDICATE YOU WISH TO OPT IN TO RECEIVE THE SCHEME CONSIDERATION AS NEW DEEP YELLOW SHARES.

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B REQUEST FOR DIRECT CREDITING OF PAYMENTS – SELL YOUR SCHEME CONSIDERATION
Please provide your EFT details below.
BSB Number Account Number DO NOT USE YOUR CARD NUMBER
If you are unsure of your account or BSB
- number, please check with your bank,
building society or credit union.
Name in which account is held ( e.g.: John Smith )
Note: Do not complete section B if you wish to receive the Scheme Consideration as New Deep Yellow Shares. By completing
your details online OR above you are agreeing to the sale of your Scheme Consideration even if you tick the above box in
section A.
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Step 2: Provide your contact details:

	Telephone Number Contact Name (PLEASE PRINT) Email Address SUPPORT YOUR COMPANY:By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

Step 3: Sign and return the form in accordance with the instructions provided:

I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to this Scheme.

I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to this Scheme.	I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to this Scheme.	I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to this Scheme.	I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to this Scheme.	I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to this Scheme.	I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to this Scheme.	I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to this Scheme.	I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to this Scheme.	I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over all previous instructions relating to this Scheme.
		Individual or Shareholder 1 Shareholder 2 Shareholder 3
		Sole Director or Sole Director & Sole Company Secretary Director Director/Company Secretary

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INSTRUCTIONS FOR COMPLETION OF THIS FORM

ELECTION OPTIONS

You have two options:

A: receive New Deep Yellow Shares; and

• B: receive cash instead of New Deep Yellow Shares.

A: OPT IN TO RECEIVE NEW DEEP YELLOW SHARES

If you wish to receive the Scheme Consideration as New Deep Yellow Shares, please place a tick in the box provided. Should you validly sign the form but fail to place a tick in the box, it will be at the Company’s discretion as to whether or not it is your intention to receive New Deep Yellow Shares.

B: SELLING YOUR SCHEME CONSIDERATION - REQUEST FOR DIRECT CREDITING OF PAYMENTS

If you wish to sell your Scheme Consideration, please provide your bank details in this section. Do not complete this section if you wish to receive the Scheme Consideration as New Deep Yellow Shares. If you provide your direct credit instruction details, you are agreeing to the sale of your Scheme Consideration even if you have placed a tick in Box A.

SIGNING REQUIREMENTS

Individual : Where the holding is in one name, the shareholder must sign.

Where the holding is in more than one name, all of the shareholders must sign.

Joint holding : Where the holding is in more than one name, all of the shareholders must sign. Power of Attorney : If any signatory signs under Power of Attorney, please attach an originally certified photocopy of the Power of Attorney to this Form when you return it.

Companies : To be signed in accordance with the Company's Constitution and the Corporations Act 2001 (Cth). Please sign in the box which indicates the office held by you.

Estates: If any signatory signs in the capacity of Executor/s, please attach to this Form when you return it, a certified photocopy of the Probate or Death Certificate together with the Will.

LODGING YOUR OPT-IN NOTICE

IMPORTANT! Opt-In Notices cannot be returned by fax or email. Your Opt-In Notice must be returned via one of the return methods provided below.

Due to recent changes to delivery times by Australia Post, standard delivery may now take up to ten Business Days, or longer from regional areas. Shareholders should bear this in mind when returning Opt-In Notices using Australia Post.

ONLINE

Existing users: If you have an existing Automic Investor Portal account, with access to Vimy Resources Limited, you do not need to register and can log in with your existing username and password at https://investor.automic.com.au

If you do not automatically see your VMY shareholding in your account, you can easily add it by selecting the "Add holding" button on the top right-hand corner of the screen and following the prompts.

New users: If you do not have an existing Automic account you will need to register for Investor Portal by visiting https://investor.automic.com.au/#/signup and following these steps:

1. In the Company Name field, select "Vimy Resources Limited (VMY)"

2. Enter your Holder Number (SRN or HIN) as shown on the top of this form

3. Enter the postcode (Australian address) or click "change country" to select the country code (overseas address) relevant to your holding

4. Tick the "I'm not a robot" box and click "Next"

5. Complete the prompts to set up your Username and Password

Once you are logged in, select "Offers" from the left-hand vertical menu and follow the prompts.

BY MAIL

Vimy Resources Limited – Small Shareholders Opt-In Notice C/- Automic Group GPO Box 5193 Sydney NSW 2001

BY HAND DELIVERY (Between Sydney office hours 9.00am – 5.00pm AWST)

Automic Group Level 5 126 Phillip Street Sydney NSW 2000

YOUR OPT-IN NOTICE MUST BE RECEIVED BY NO LATER THAN

5.00PM (AWST) ON THURSDAY, 28 JULY 2022