Mr. Rob Buchanan reports

A SECOND LEADING INDEPENDENT PROXY ADVISORY FIRM, GLASS LEWIS, RECOMMENDS KARORA RESOURCES SHAREHOLDERS APPROVE THE PROPOSED ARRANGEMENT WITH WESTGOLD RESOURCES

In addition to Institutional Shareholder Services (ISS) (see Karora Resources Inc.'s news release dated July 8, 2024), a second leading independent proxy advisory firm, Glass Lewis & Co. LLC, has released a report recommending that Karora shareholders vote in favour of the previously announced statutory plan of arrangement with Westgold Resources Ltd.

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.

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.

Shareholder questions and assistance

Karora shareholders who have questions or need assistance regarding the meeting, please contact the corporation's proxy solicitation agent, Morrow Sodali, by telephone at 1-888-999-2602 (toll-free in North America) or 1-289-695-3075 (collect call outside North America) or by e-mail at assistance@morrowsodali.com.

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. The Higginsville treatment facility is a low-cost, 1.6-million-tonne-per-annum processing plant, which is fed at capacity from Karora's underground Beta Hunt mine and the Higginsville mines. In July, 2022, Karora acquired the one-million-tonne-per-annum Lakewood Mill in Western Australia. At Beta Hunt, a robust gold mineral resource and reserve are hosted in multiple gold shears, with gold intersections along a five-kilometre strike length remaining open in multiple directions. HGO has a substantial mineral gold resource and reserve and prospective land package totalling approximately 1,900 square kilometres. Karora has a strong board of directors and management team focused on delivering shareholder value and responsible mining, as demonstrated by Karora's commitment to reducing emissions across its operations. The Karora shares trade on the Toronto Stock Exchange under the symbol KRR and on the OTCQX market under the symbol KRRGF.

About Westgold Resources Ltd.

Westgold Resources is an innovative and progressive West Australian gold producer located in the Murchison and Bryah regions of Western Australia. The company has tenure of more than 1,300 square kilometres and operates four underground mines and three processing plants with an installed processing capacity of approximately four million tonnes per annum.

Operating on a hub and spoke model, Westgold's Murchison mines feed ore to its Meekatharra and Tuckabianna processing hubs and its Bryah basin mines send ore to the Fortnum hub.

Westgold owns and operates its mines. With this in-house expertise and a modern underground mining fleet, Westgold has greater cost control and operating flexibility. The company offers substantial career development opportunities across multiple operating mines and processing plants.

We seek Safe Harbor.