Important Information

Purpose of this Scheme Booklet

This Scheme Booklet contains important information.

The purpose of this Scheme Booklet is to explain the terms of the Schemes, the manner in which the Schemes will be considered and implemented (if the Scheme Conditions are satisfied), and to provide such information as is prescribed or otherwise material for Doray Securityholders when deciding whether or not to vote in favour of the relevant Scheme. This document constitutes the explanatory statement required by section 412(1) of the Corporations Act in relation to the Schemes. You should read this document in its entirety before making a decision on whether or not to vote in favour of the Schemes.

Investment decisions

This Scheme Booklet is for Doray Shareholders and Doray Optionholders collectively and does not take into account an individual‘s investment objectives, financial situation, taxation position or other particular needs.

This Scheme Booklet should not be relied upon as the sole basis for any investment decision in relation to the Schemes, Doray Shares, Doray Scheme Options, or Silver Lake Shares. If you are in any doubt about what you should do, you should seek independent legal, financial or other professional advice before making any investment decision in relation to the Schemes.

Responsibility for information

The information concerning the Doray Group contained in this Scheme Booklet, including financial information and information as to the views and recommendations of the Doray Directors, has been provided by Doray and is the responsibility of Doray. Neither Silver Lake, nor its advisers, nor the advisers of Doray assume any responsibility for the accuracy or completeness of that information.

The Silver Lake Information has been provided by Silver Lake and is the responsibility of Silver Lake. Neither Doray, nor its advisers, nor the advisers of Silver Lake assume any responsibility for the accuracy or completeness of that information.

BDO Corporate Finance (WA) Pty Ltd has prepared the Independent Expert‘s Report in relation to the Schemes set out in Annexure A of this Scheme Booklet and takes responsibility for that report. Silver Lake, Doray and their respective advisers do not assume any responsibility for the accuracy or completeness of the Independent Expert‘s Report.

Role of ASIC, ASX, and the Court

A copy of this Scheme Booklet has been examined by ASIC pursuant to section 411(2)(b) of the Corporations Act and lodged with, and registered by, ASIC under section 412(6) of the Corporations Act. Doray has requested ASIC provides statements, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Schemes. If ASIC provides those statements, they will be produced to the Court on the Second Court Date.

A copy of this Scheme Booklet has been lodged with ASX.

Neither ASIC, ASX nor any of their officers takes any responsibility for the contents of this Scheme Booklet.

The Court is not responsible for the contents of this Scheme Booklet and, the fact that under section 411(1) of the Corporations Act the Court ordered on 15 February 2019 that meetings of Doray Securityholders be convened by Doray to consider and vote on the Schemes and has approved the Scheme Booklet does not mean that the Court:

  • (a) has formed any view as to the merits of the proposed Schemes or as to how Doray Securityholders should vote (on this matter, Doray Securityholders must reach their own decisions); and

  • (b) has prepared, or is responsible for, the content of this Scheme Booklet.

Right to inspect and obtain copies of the Doray Register

Doray maintains the Doray Register in accordance with its obligations under sections 168, 169, 170 and 172 of the Corporations Act. The Doray Register contains the name and address of each holder of Doray Shares and Doray Options and certain other prescribed details relating to the Doray Shares and Doray Options.

In accordance with section 173 of the Corporations Act, any person has the right to inspect the Doray Register. A Doray Shareholder or a holder of Doray Options may undertake this inspection free of charge. Any other person may inspect the Doray Register on payment of any fee required by Doray (up to the prescribed amount). A person also has the right to request a copy of the Doray Register, upon payment of any fee required by Doray (up to the prescribed amount).

Forward-looking statements

This Scheme Booklet contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. The statements contained in this Scheme Booklet about the advantages and disadvantages expected to result from the Schemes are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Doray, Silver Lake and/or the Merged Group to be materially different from future results, performance or achievements expressed or implied by such statements. The operations and financial performance of Doray, Silver Lake and/or the Merged Group and the change of a Scheme Participant‘s ownership of Doray Securities or Silver Lake Shares are subject to various risks that are summarised in Section 8 of this Scheme Booklet and that may be beyond the control of Doray, Silver Lake and/or the Merged Group. As a result, Doray‘s actual results of operations and earnings and those of Silver Lake and the Merged Group following implementation of the Schemes, as well as the actual advantages and disadvantages of the Schemes, may differ significantly from those that are anticipated in respect of timing, amount or nature and may never be achieved.

The forward-looking statements included in this Scheme Booklet reflect views only as of the date of this Scheme Booklet. None of Doray, Silver Lake, the Doray Directors or the Silver Lake Directors or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Scheme Booklet will actually occur and you are cautioned not to place undue reliance on such forward-looking statements.

All written and oral forward-looking statements attributable to Doray or Silver Lake or any person acting on their behalf are qualified by this cautionary statement. Subject to any continuing obligations under the ASX Listing Rules or the Corporations Act, neither Doray nor Silver Lake give any undertaking to update or revise any such statements after the date of this Scheme Booklet to reflect any change in expectations in relation thereto or any change in events, conditions or circumstances on which any such statement is based.

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Doray Securityholders outside Australia

This Scheme Booklet complies with the disclosure requirements applicable in Australia, which may be different to those in other countries. The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australia may be restricted in such other jurisdictions and persons outside of Australia who come into possession of this Scheme Booklet should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities law.

Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this document and/or any other related document to any jurisdiction outside Australia should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the Silver Lake Shares under the Share Scheme to Doray Shareholders who are not resident in Australia may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in Australia or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable legal and/or regulatory requirements.

Each Doray Securityholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Merger.

Defined terms

Capitalised terms and certain other terms used in this Scheme Booklet are defined in the Glossary of defined terms in Section 13.

The Independent Expert‘s Report in Annexure A has its own defined terms and those terms are sometimes different to the defined terms in the Glossary.

Currency

All references in this Scheme Booklet to “$”, “AUD” or “dollar” are references to Australian currency unless otherwise indicated.

Reference to time

All references in this document to time relate to the time in Perth, Western Australia, unless otherwise specified.

Date of this document

This document is dated 18 February 2019.

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Important Information ………………………………………………………………… i

Corporate Directory ………………………………………………………………….. 1

Important dates and times …………………………………………………………… 2

Letter from the Chairman of Doray …………………………………………………. 3

Letter from the Chairman of Silver Lake ……………………………………………. 5

Action required by Doray Securityholders ………………………………………….. 6

  • 1. Key considerations relevant to your vote ………………………………….. 9

  • 2. Frequently asked questions ………………………………………………… 17

  • 3. Overview of the Schemes …………………………………………………… 26

  • 4. Profile of Doray ……………………………………………………………… 33

  • 5. Profile of Silver Lake ……………………………………………………….. 48

  • 6. Profile of the Merged Group ………………………………………………… 67

  • 7. Intentions of Silver Lake ……………………………………………………. 82

  • 8. Potential risk factors ………………………………………………………… 84

  • 9. Taxation implications for Scheme Participants ……………………………. 92

  • 10. Implementing the Scheme ………………………………………………….. 97

  • 11. Key terms of the Scheme Implementation Deed ………………………… 109

  • 12. Additional information ……………………………………………………. 115

  • 13. Glossary and interpretation ………………………………………………. 126

  • 14. Directors‘ authorisation …………………………………………………… 134

Annexure A – Independent Expert‘s Report ………………………………………. 135

Annexure B – Tenement Schedule ………………………………………………… 365

Annexure C – Share Scheme of Arrangement …………………………………….. 372

Annexure D – Option Scheme of Arrangement …………………………………… 387

Annexure E – Share Scheme Deed Poll ……………………………………………. 399

Annexure F – Option Scheme Deed Poll ………………………………………….. 410

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Annexure G – Notice of Share Scheme Meeting ………………………………….. 421

Annexure H – Notice of Option Scheme Meeting …………………………………. 426

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Attachments

Disclaimer

Doray Minerals Limited published this content on 18 February 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 February 2019 03:16:05 UTC