Ann: Intention to make Takeover Bid for Bullseye Mining Limited, page-2

Intention to Make Takeover Bid for Bullseye Mining Limited Red 5 Limited (ASX: RED) (“Red 5” or “the Company”) advises of its intention to make a conditional offmarket takeover bid (“Offer”) for all of the fully paid ordinary shares (“Shares”) in Bullseye Mining Limited (“Bullseye”). Bullseye is an unlisted public company whose Western Australian-based gold portfolio includes the Laverton Project, located ~30km to the north of the Darlot Gold Mine, the Southern Cross Gold Project and the Aurora Gold Project. The proposed transaction is consistent with Red 5’s previously announced Eastern Goldfields Consolidation Strategy, given the proximity of the Laverton Project to the centrally located processing facility at Darlot. Bullseye shareholders will be offered 1 fully-paid ordinary share in Red 5 for every 5 Bullseye Shares they hold1 . The Offer values the equity in Bullseye at approximately A$4.016 million2 at the current trading price of Red 5 shares. Red 5 wrote to the directors of Bullseye and sought to commence discussions in December 2017, but has been unable to initiate any meaningful engagement. Accordingly, Red 5 intends to make an Offer directly to Bullseye shareholders, to enable all Bullseye shareholders to consider and assess what Red 5 believes is an attractive Offer providing a clear pathway to the commercialisation of Bullseye’s projects as part of a stronger, larger ASX-listed gold producing company. Transaction details The Offer will be made by the Company (either directly or via one of its subsidiaries as the bid vehicle) and will be implemented by way of an off-market takeover under the Corporations Act 2001 (Cth) (“Corporations Act”) given that Bullseye has in excess of 50 members. The Offer will be subject to a number of conditions including a 90% minimum acceptance condition, Australian Foreign Investment Review Board (“FIRB”) approval, and a number of other customary conditions including there being no regulatory action, no prescribed occurrences and no material adverse change in respect of Bullseye. A full list of the proposed bid conditions is provided in Appendix 1 of this announcement. The Offer extends to Bullseye Shares that are issued before the end of the Offer period on the exercise of Bullseye Options or Performance Rights.