Red 5 Merger

On the 5th of February 2024, Red 5 Limited ("Red 5") and Silver Lake Resources Limited ("Silver Lake") announced they had entered into a binding Scheme Implementation Deed, under which the companies will merge via a Silver Lake Scheme of Arrangement (the "Transaction").

Under the terms of the Transaction, Red 5 will acquire 100% of the shares in Silver Lake and each Silver Lake shareholder will receive 3.434 Red 5 shares for every Silver Lake share held. Upon implementation of the Transaction, Red 5 shareholders will own 51.7% of the merged entity and Silver Lake shareholders will own the remaining 48.3% (based on the respective fully diluted share capital of each company).

The combined entity will be led by Mr Russell Clark as Chairman and Mr Luke Tonkin as Managing Director and CEO. The new board of directors of the combined entity will comprise four directors from each of the current Red 5 and Silver Lake boards.

Transaction Highlights

The Transaction will result in the immediate establishment of a leading mid-tier diversified gold producer through the merger of two complementary gold businesses.

Specific highlights include:

1. Creation of a leading mid-tier gold company with diversified operations and growth opportunities in tier 1 jurisdictions;
2. Highly complementary combination of assets and balance sheets, presenting a compelling investment proposition amongst the global mid-tier gold sector;
3. Combination of experienced leadership teams with proven track records;
4. Creation of a strong platform poised for growth; and
5. Enhanced market significance

Further detail regarding the transaction rationale is included in the presentation released by Silver Lake in conjunction with the announcement of the Transaction (see relevant reference materials below).

Transaction Summary

Full details of the terms and conditions of the Transaction are set out in the Scheme Implementation Deed, a copy of which is included as Annexure A to the transaction announcement released by Silver Lake (see relevant reference materials below).

Directors' Recommendations

The Silver Lake Board of Directors unanimously recommends that Silver Lake shareholders vote in favour of the Transaction. Each Silver Lake Director also intends to vote (or cause to be voted) all the Silver Lake shares in which they hold a relevant interest in favour of the Transaction, in both instances in the absence of a superior proposal (as defined in the Scheme Implementation Deed) and subject to the Independent Expert concluding in the Independent Expert Report that the Transaction is in the best interests of Silver Lake shareholders (and continuing to conclude that the Transaction is in the best interests of Silver Lake shareholders).

The Transaction is also unanimously supported by the Board of Red 5, subject to no superior proposal (as defined in the Scheme Implementation Deed) for Red 5 emerging.

Timetable and Next Steps

An indicative timetable for the implementation of the proposed Transaction is set out below:

All stated dates and times are indicative only. The actual timetable will depend on many factors outside the control of Silver Lake and Red 5, including the Court approval process and the satisfaction or waiver of the conditions precedent to the completion of the Scheme. Any changes to the above timetable will be announced to ASX and will be available under ASX code 'SLR' at www.asx.com.au.

Relevant Reference Materials

5^th February 2024

Transaction Announcement

Transaction Presentation

26^th April 2024

Scheme Booklet registered with ASIC