Mr. Rob Buchanan reports

LEADING INDEPENDENT PROXY ADVISORY FIRM ISS RECOMMENDS KARORA RESOURCES SHAREHOLDERS APPROVE THE PROPOSED ARRANGEMENT WITH WESTGOLD RESOURCES

Institutional shareholder Services (ISS), a leading independent proxy advisory firm, released a report (ISS report) recommending that Karora Resources Inc. shareholders vote in favour of the previously announced statutory plan of arrangement with Westgold Resources Ltd.

The ISS report states, in addition to other things, that "The arrangement carries sound strategic logic as the combined company is expected to deliver meaningful cost synergies, benefit from scale and a stronger financial position, and be more diversified. Karora shareholders will be able to participate in the upside represented by the combined company through the share consideration, receive some degree of certain and immediate value through the cash portion, and retain additional optionality through the ownership of Spinco."

Details of the transaction

The arrangement is outlined in Karora's management information circular dated June 17, 2024, prepared in respect of the annual general and special meeting of Karora shareholders to be held on July 19, 2024. The proxy deadline for voting is 10 a.m. Toronto time on July 17, 2024.

The arrangement is subject to the terms and conditions of an arrangement agreement dated April 8, 2024, as amended, entered into among Karora, Westgold, 1474429 B.C. Ltd., a wholly owned subsidiary of Westgold, and Culico Metals Inc. (formerly 1000853883 Ontario Inc.) (SpinCo), a wholly owned subsidiary of Karora, all as more particularly described in the circular.

Under the arrangement agreement, the parties have agreed to effect the arrangement, pursuant to which:

• Westgold will indirectly acquire all of the issued and outstanding common shares of Karora and Karora shareholders will be entitled to receive, for each Karora share held immediately prior to the effective time of the arrangement, (i) 60.8 cents in cash and (ii) 2.524 fully paid ordinary shares in the capital of Westgold.
• Karora will assign, or cause its applicable direct or indirect subsidiaries to assign, all of their respective ownership interest in the transferred assets (as defined in the circular) to SpinCo.
• Karora will spin out to the Karora shareholders, at the effective time of the arrangement, 0.3 of a SpinCo share for each Karora share held as at the effective time.

Special committee and board recommendations

The board of directors of the corporation believes that the arrangement will deliver a premium and other benefits to Karora shareholders. The Karora board and the special committee established by the Karora board have unanimously determined that the arrangement is in the best interests of the corporation and that the arrangement is fair to the Karora shareholders. Karora shareholders are encouraged to read the circular, including pages 37 to 39 of the circular, for a detailed description of the reasons for the arrangement.

Amendment to arrangement agreement -- Australian government takeovers panel

On May 29, 2024, the Australian government takeovers panel issued a release advising that it had received an application from Ramelius Resources Ltd., challenging identified elements of the arrangement agreement and seeking a declaration of unacceptable circumstances in relation to those elements. After receiving submissions from Ramelius, Westgold, Karora and the Australian Securities and Investments Commission, on July 8, 2024, the panel issued a release advising that it had accepted undertakings from Westgold and Karora and had declined to make a declaration of unacceptable circumstances.

The undertakings address concerns expressed by the panel in relation to the non-solicitation provisions in the arrangement agreement, in particular the effectiveness of the fiduciary out. The panel accepted undertakings from Karora and Westgold to amend the relevant provisions of the arrangement agreement as sufficient to reduce fetters or constraints on the fiduciary out.

Karora and Westgold have entered into an agreement to amend the arrangement agreement consistent with the undertakings. A copy of the amending agreement will be available under Karora's profile on SEDAR+.

Meeting and circular

The meeting of the Karora shareholders will be held at the offices of Bennett Jones LLP located at One First Canadian Place, 100 King St. W, suite 3400, Toronto, Ont., M5X 1A4 on July 19, 2024, at 10 a.m. Toronto time. Karora shareholders of record as of the close of business on June 13, 2024, are entitled to receive notice of and to vote at the meeting. Karora shareholders are urged to vote before the proxy deadline of 10 a.m. Toronto time on July 17, 2024.

The circular provides important information on the arrangement and related matters, including the background of the arrangement, the rationale for the recommendations made by the special committee and the Karora board, and voting procedures. Karora shareholders are urged to read the circular and its appendices carefully and in their entirety. The circular has been mailed to Karora shareholders in compliance with applicable Canadian corporate and securities laws. The circular is available under Karora's profile on SEDAR+ and on Karora's website.

Completion of the arrangement remains subject to, among other things, the approval of the special resolution with respect to the arrangement at the meeting, applicable regulatory approvals and receipt of the final order of the court for the arrangement.

About Karora Resources Inc.

Karora is focused on increasing gold production at its integrated Beta Hunt gold mine and Higginsville gold operations (HGO) in Western Australia.

We seek Safe Harbor.