Mr. Paul Huet reports

WESTGOLD AND KARORA COMPLETE MERGER

Westgold Resources Ltd. and Karora Resources Inc. have completed the merger of Westgold and Karora to create a leading mid-tier gold producer and international gold company expected to be dual listed on the Australian Securities Exchange and Toronto Stock Exchange.

Westgold has acquired 100 per cent of the issued and outstanding shares of Karora by way of a statutory plan of arrangement under the Canada Business Corporations Act. The merger creates a larger, more diversified and, subject to the final approval of the TSX, dual-listed gold company, which:

• Is globally investable -- a mid-tier gold producer operating exclusively in Western Australia with a highly complementary combination of mining and processing assets, people and a robust balance sheet;
• Establishes a top-five Australian gold producer (plus 400,000 ounces (oz) per year) -- with a pro forma market capitalization of $2.5-billion (Australian) ($2.3-billion (Canadian) (1));
• Becomes one of the largest unhedged Australian gold producers -- providing investors with full exposure to the gold price;
• Starts day 1 with an enviable pipeline of organic opportunities -- including advanced greenfield, brownfield targets and exploration prospects across two of Australia's most prolific gold fields;
• Provides enhanced capital markets profile -- with increased scale, trading liquidity and potential index inclusion for gold and generalist investors across the ASX, TSX and OTCQX;
• Is led by a highly experienced management team -- supported by a combined board of accomplished mining professionals with a proven record of maximizing value for shareholders.

Westgold managing director and chief executive officer Wayne Bramwell said:

"Today marks the next phase of Westgold's evolution into a larger, unhedged and well-funded Australian gold producer. Our value proposition is significantly enhanced with an expanded team, quality operating assets and an enviable pipeline of exploration prospects across two of Australia's most productive gold fields.

"The merger with Karora upsizes our Western Australian operating platform -- an extensive and established asset base that can be increasingly leveraged for free cash generation and growth.

"Westgold commences this new growth phase with a robust balance sheet and a plan focused on realizing a potential $281-million (Australian) ($254-million (Canadian) (2)) in corporate cost savings and $209-million (Australian) ($189-million (Canadian) (2)) in operating synergies.

"I am proud to officially welcome our new shareholders and the Karora team to Westgold. Together, as a combined entity, we are positioned to become a leading global mid-tier gold producer focused on building a long-term and sustainable business that consistently delivers value to our shareholders."

Karora chairman and CEO Paul Huet said:

"I am excited for the next chapter in what has been a terrific journey for our shareholders and the Karora team. The growth of the company from a single mine with no mill to a multimine producer with two processing facilities has led us along an upward trajectory for nearly six years. The combination of Karora and Westgold to create a new Westgold is a transformative step that will ensure growth continues as an unhedged gold producer in a historically robust gold market.

"The timing couldn't be better in my opinion.

"I wish to thank all our shareholders and the entire Karora team for their support and efforts along the way. I look forward to the continued success as we join Westgold to create a stronger future for all our stakeholders."

Overview

Under the terms of the arrangement, each former shareholder of Karora is entitled to receive 2.524 Westgold fully paid ordinary shares, 60.8 Canadian cents (67.3 Australian cents (2)) in cash and 0.30 of a share of Culico Metals Inc., a new company spun out from Karora, for each Karora share held immediately prior to the effective time of the arrangement.

Culico's assets comprise a 1-per-cent lithium royalty on certain mining interests held by Kali Metals Ltd., the right to receive a deferred consideration payment due to Karora relating to the on-sale of the Dumont asset and $10.9-million (Australian) ($9.8-million (Canadian) (3)) in cash. On closing of the arrangement, Culico is 100 per cent owned by former Karora shareholders.

The cash amount received by Culico from Karora includes $5.36-million (Australian) ($4.84-million (Canadian) (3)), representing the negotiated economically equivalent value of Karora's existing 22.1-per-cent interest in Kali Metals. Due to regulatory restrictions on transfer, Westgold has retained Karora's original 22.1-per-cent interest in Kali Metals on completion of the arrangement and paid the cash equivalent value to Culico in lieu of such interest.

The Westgold shares are listed for trading on the ASX and, subject to final approval of the TSX, will commence trading on the TSX under the ticker symbol WGX at the market open on Aug. 6, 2024. Karora has applied to delist the Karora shares from the TSX and delisting is expected to be effective at the market close on Aug. 2, 2024. Following the delisting of Karora, Westgold intends to apply for Karora to cease to be a reporting issuer under applicable Canadian securities laws.

Culico has applied to list its common shares on the TSX Venture Exchange through the TSX-V sandbox, an initiative intended to facilitate listing applications that may not satisfy all requirements and guidelines of the TSX-V, but, due to facts or situations unique to a particular issuer, otherwise warrant a listing on the TSX-V. Listing will be subject to Culico receiving conditional and final approval of the TSX-V and satisfying all of the listing requirements imposed by the TSX-V. Culico intends to provide further updates in due course; however, no assurances can be provided that the Culico common shares will be listed on the TSX-V or any other stock exchange, or, if listed on the TSX-V, that Culico will satisfy the specific listing conditions that the TSX-V will impose on Culico pursuant to the TSX-V sandbox.

All registered Karora shareholders are encouraged to complete, sign and return the letter of transmittal, which has been previously mailed and is available under Karora's SEDAR+ profile, with accompanying Karora share certificate and/or DRS advice statement(s) (if applicable) to Computershare Investor Services Inc. as soon as possible, if they have not already done so. Non-registered Karora shareholders are encouraged to contact their broker or other intermediary for instructions and assistance in receiving the consideration.

For more information on the arrangement, see Karora's management information circular dated June 17, 2024, filed under Karora's profile on SEDAR+ on June 21, 2024.

Westgold board

Westgold chair, Hon. Cheryl Edwardes, AM, will continue in her role, as will the other members of the incumbent Westgold board, including Mr. Bramwell. In connection with the arrangement, Karora managing director, Australia, Leigh Junk, and Karora director Shirley In't Veld have been appointed to Westgold's board. Mr. Huet will continue with Westgold in a special advisory role to the Westgold board for six months, subject to contract finalization.

Mr. Junk brings over 30 years of mining industry experience, including executive management and operations roles, and joined Karora in March, 2023. Before this, he was managing director of Dacian Gold, prior to its takeover by Genesis Minerals in 2022, and, prior to that, was managing director of Doray Minerals until its merger with Silver Lake Resources in 2019. Mr. Junk was a co-founder of Donegal Resources, a private company that successfully acquired and recommissioned several nickel operations in the Kambalda, Western Australia area, until it was sold to Canadian miner Brilliant Mining Corp. Since 2006, Mr. Junk has been a director of several public companies in the mining and financial sectors in both Australia and Canada.

Ms. In't Veld has over 30 years of career experience in mining, renewables and energy sectors. She is currently a director of Alumina Ltd. and Develop Global Ltd. She was formerly deputy chair of CSIRO (Commonwealth Science and Industrial Research Organisation), a director of NBN Co. Ltd. (National Broadband Network Co.), Northern Star Resources Ltd., Perth Airport, Duet Group, Asciano Ltd. and Alcoa of Australia Ltd., and a council member of the Chamber of Commerce and Industry of Western Australia. She was also the managing director of Verve Energy (2007 to 2012) and, previously, served in senior roles at Alcoa of Australia Ltd., WMC Resources Ltd., Bond Corp. and BankWest Perth. Ms. In't Veld is also a past chair of the Queensland government expert electricity panel and a member of the renewable energy target review panel for the Australian Department of Prime Minister and Cabinet. She also served as a member of the COAG Energy Council selection panel, and a council member of the Australian Institute of Company Directors (Western Australia) and the Smart Infrastructure Facility (University of Wollongong).

Reporting issuer status and filing of technical reports

On completion of the arrangement, Westgold became a reporting issuer in Canada in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador. Accordingly, Westgold intends to file the following technical reports, each prepared in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, on SEDAR+ under its new issuer profile:

• The technical report, entitled, "NI 43-101 Technical Report, Fortnum Gold Operations, Bryah Goldfield, Western Australia," dated as of May 31, 2024 (with an effective date of June 30 2023), prepared, reviewed and approved by Jake Russell and Leigh Devlin, each of whom is a qualified person for purposes of National Instrument 43-101, for Westgold;
• The technical report, entitled, "NI 43-101 Technical Report, Meekatharra Gold Operations, Murchison Goldfields, Western Australia," dated as of May 31, 2024 (with an effective date of June 30, 2023), prepared, reviewed and approved by Mr. Russell and Leigh Devlin, each of whom is a qualified person for purposes of NI 43-101, for Westgold;
• The technical report, entitled, "NI 43-101 Technical Report, Cue Gold Operations, Murchison Goldfields, Western Australia," dated as of May 31, 2024 (with an effective date of June 30 ,2023), prepared, reviewed and approved by Mr. Russell and Leigh Devlin, each of whom is a qualified person for purposes of NI 43-101, for Westgold;
• The technical report, entitled, "NI 43-101 Technical Report, Lakewood Operation, Eastern Goldfields, Western Australia," dated as of Jan. 4, 2024 (with an effective date of Sept. 30, 2023), prepared, reviewed and approved by Stephen Devlin, Peter Ganza and Ian Glacken, each of whom is a qualified person for purposes of NI 43-101, for Karora;
• The technical report, entitled, "NI 43-101 Technical Report, Beta Hunt Operation, Eastern Goldfields, Western Australia," dated as of Jan. 2, 2024 (with an effective date of Sept. 30, 2023), prepared, reviewed and approved by Stephen Devlin, Mr. Ganza and Graham de la Mare, each of whom is a qualified person for purposes of NI 43-101, for Karora.

Advisers

In connection with the arrangement, Westgold engaged Argonaut PCF as financial adviser, Thomson Geer as Australian legal adviser and Stikeman Elliott LLP as Canadian legal adviser. Karora engaged Cormark Securities Inc., CIBC World Markets Inc., Desjardins Capital Markets and Haywood Securities Inc. as advisers, HopgoodGanim as Australian legal adviser, and Bennett Jones LLP as Canadian legal adviser to the transaction.

(1) Based on an Australian-dollar-to-Canadian-dollar exchange rate of 0.9030 as at close July 31, 2024. Data sourced from IRESS.

(2) Based on an Australian-dollar-to-Canadian-dollar exchange rate of 0.9030 as at close July 31, 2024. Data sourced from IRESS.

(3) Based on an Australian-dollar-to-Canadian-dollar exchange rate of 0.9030 as at close July 31, 2024. Data sourced from IRESS.

We seek Safe Harbor.