Ann: Explanatory Booklet, page-2

>> In Sumner Hall’s opinion, the Proposed Transaction is fair and reasonable and, therefore, the Proposed Transaction is in the best interests of Unity Mining shareholders in the absence of a superior proposal.

Fair & reasonable does not automatically imply it's in the best interests of unity mining shareholders.

>> The company would also require a significant amount of additional cash to fund the development of the Dargues Gold Mine and other exploration activities. The potential dilution from any such capital raising would place downward pressure on the Unity Mining share price.

That's true of all mine development, does that mean dilution should always be avoided, and acquisition by PYBAR preferred?

>>  The combined payment of 2.9¢ per share represents a premium of 45% over the last trading price of 2.0¢ immediately prior to the announcement of the Proposed Transaction and a 50% premium to the 1.94¢ average price at which Unity Mining shares traded over the three months preceding the announcement of the Proposed Transaction. Over a longer period, the proposed total cash payment of 2.9¢ per share represents a 128% premium to the 1.27¢ average price at which Unity Mining shares had traded over the twelve months preceding the announcement of the Proposed Transaction (adjusted for the 0.5¢ capital return that took place in early September 2015). It is reasonable to expect that Unity Mining shares would trade at prices lower than current market prices in the absence of the Proposed Transaction or some other material price sensitive information such as an alternative proposal for the acquisition of Unity Mining or a significant positive change in the prospects for the company’s gold businesses.

Past share price data is not indicative of future price performance. Whether there's a significant premium to the last traded price is not relevant in determining whether it's in the shareholder's best interests to sell the company. It can only be supportive of being the best interest for share holders IF the acquisition price is GREATER THAN shareholder's expectation of future performance of the company.

Did shareholders expect UML to have a significantly higher share price performance in the future than the 2.9c offered by PYBAR?

Yes.

Does the largest shareholder, PYBAR, expect UML's assets will generate profits in the future higher than current market expectations?

Yes, because that is exactly the rationale for PYBAR to acquire UML in the first place.

Was there, in the booklet, mention of potential conflicts of interest in having the company that's proposing to acquire UML to also be holding detailed information about UML assets, that is withheld from UML shareholders?

No.

Is it in the best interest of UML's shareholders for PYBAR to acquire the company if UML shareholders do not have the same information as PYBAR when deciding whether to approve the acquisition?

No.

Therefore, as shareholders, including the acquirer, believe UML is undervalued by the market, and whose share price is likely to significantly go beyond the 2.9c offered by PYBAR, as well as the information asymmetry between the acquirer and the acquiree company's shareholders, it is this author's opinion the offer is not in the best interests of all UML shareholders. The offer gives favourable treatment to the company's largest shareholder, over the others.