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VAULT MINERALS LIMITED M&A Activity 2019

Apr 4, 2019

65991_rns_2019-04-04_1f6b3102-0d25-4705-a2df-c413ab4d80e4.pdf

M&A Activity

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5 April 2019

Pending close of Bullseye Takeover Offer

Red 5 Limited (ASX: RED) ( Red 5 or the Company ), through its wholly-owned subsidiary Opus Resources Pty Ltd ( Bidder ), made an offer for all the fully-paid ordinary shares in unlisted public company, Bullseye Mining Limited ACN 118 341 736 ( Bullseye ) pursuant to a Bidder’s Statement dated 29 March 2018 ( Offer ).

Red 5 advises that the Offer is scheduled to close at 5.00 pm WST on 12 April 2019.

Throughout the period of the Offer, Red 5 has sought and Bullseye has declined to provide an independent valuation of its mining tenements to substantiate the Bullseye directors’ valuation of the Bullseye shares and its mining tenements, or otherwise provide Red 5 with any information that would encourage Red 5 to increase its Offer.

During the Offer period, Bullseye has sought to undertake various transactions such as:

  • the Mullan Convertible Note proposal to raise $26.79M;

  • the Mullan Gold Prepayment Deed proposal to raise $100M;

  • a joint venture proposal with the Resource Development Group Limited (ASX: RDG); and

  • a RDG Loan Facility of $1.5M.

Material terms of the above agreements have not been adequately disclosed and the status of these transactions are unknown, notwithstanding that Bullseye has issued twelve (12) supplementary Target Statements.

Bullseye also:

  • failed to convene its Annual General Meeting within the prescribed time and now intends to hold that meeting on 15 April 2019;

  • failed to lodge its 2018 Financial Statements and Reports with ASIC in breach of the Corporations Act and only lodged those reports on 1 March 2019 disclosing its cash and cash equivalent reserves depleted to $97,084 as at 30 June 2018.

Bullseye has also been the subject of two (2) requisitions under Section 249D of the Corporations Act for a members’ meeting, the second of which is scheduled to be held on 15 April 2019.

In light of the above, and having regard to Bullseye’s conduct during the Offer period, Red 5 advises that, for the purposes of Section 630(3) of the Corporations Act, the Offer is not free from its defeating conditions (other than FIRB approval).

ENDS

For more information: Investors/Shareholders: Mark Williams, Managing Director John Tasovac, Chief Financial Officer Red 5 Limited Telephone: +61 8 9322 4455

Media: Nicholas Read Read Corporate Tel: +61-8 9388 1474

Red 5 Limited

ABN 73 068 647 610 ASX: RED Shares on issue: 1,243M Level 2, 35 Ventnor Avenue West Perth 6005 Western Australia Tel: (+61) 8 9322 4455 Fax: (+61) 8 9481 5950 Web: www.red5limited.com Investor enquiries: [email protected]

Notice of Status of Defeating Conditions – under section 630(3) of the Corporations Act 2001 (Cth)

Off-market takeover offer by Opus Resources Pty Ltd ACN 099 235 533, a wholly-owned subsidiary of Red 5 Limited ACN 068 647 610 , for the ordinary shares in Bullseye Mining Limited ACN 118 341 736

  • To: Bullseye Mining Limited ACN 118 341 736 ( Bullseye ) Australian Securities Exchange ( ASX ) Australian Securities & Investments Commission ( ASIC )

Red 5 Limited, through its wholly owned subsidiary, Opus Resources Pty Ltd ( Bidder ) has made offers under an off-market takeover bid for all of the ordinary shares in Bullseye ( Offers ). The Offers are contained in a bidder’s statement dated 29 March 2018 ( Bidder’s Statement ).

For the purposes of section 630(3) of the Corporations Act 2001 (Cth), Red 5 gives notice that as at the date of this notice, and in so far as the Bidder is aware, that:

  • (a) the Offers are not free of all the Defeating Conditions set out in section 9.2 of the Bidder’s Statement;

  • (b) the condition set out at section 9.2(b) of the Bidder’s Statement ( Foreign Acquisitions and Takeovers Act ) has been fulfilled;

  • (c) other than the condition in section 9.2(b) of the Bidder’s Statement, no other condition as set out in section 9.2 of the Bidder’s Statement has been waived or fulfilled; and

  • (d) on 23 May 2018, Red 5 announced that it was its intention to waive the minimum ownership condition of 90% set out at 9.2(a) of the Bidder’s Statement if the Bidder obtains voting power in at least 50% (by number) of all of the Bullseye shares on issue. As at the date of this notice, the Bidder’s voting power in Bullseye has not reached at least 50%.

DATED : 5[th] April 2019

Kevin Dundo Director Opus Resources Pty Ltd and Red 5 Limited