DGR GLOBAL LIMITED — AGM Information 2018

Oct 23, 2018

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DGR Global Limited ABN 67 052 354 837

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting: 29 November 2018 Time of Meeting: 11am (Brisbane time) Place of Meeting: Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000

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Notice is given that the Annual General Meeting of shareholders of DGR Global Limited ( Company ) will be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000, on 29 November 2018 at 11am (Brisbane time).

AGENDA

ORDINARY BUSINESS

Financial Reports

To receive and consider the Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’ Declaration, Income Statement, Balance Sheet, Statements of Changes in Equity, Cash Flow Statements and Notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2018.

Resolution 1 - Remuneration Report

To consider and, if thought fit, pass the following Advisory Resolution:

“That the Remuneration Report for the year ended 30 June 2018 (as set out in the Directors’ Report) is adopted.”

The vote on Resolution 1 is advisory only and does not bind the Directors of the Company.

VOTING RESTRICTION PURSUANT TO SECTION 250(R) OF THE CORPORATION ACT

Terms used in this Notice of Meeting are defined in the Interpretation section of the accompanying Explanatory Memorandum.

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

• ➢ a member of the Key Management Personnel (“KMP”) details of whose remuneration are included in the Remuneration Report; or

• ➢ a Closely Related Party of a KMP.

However, a vote may be cast on Resolution 1 by a KMP or a Closely Related Party of a KMP, if:

• ➢ the KMP or a Closely Related Party of a KMP does so as a proxy appointed in writing;

• ➢ the vote is not cast on behalf of a member of the KMP, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of a KMP; and

• ➢ either:

• the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• the voter is the Chairman of the meeting and the appointment of the Chairman as proxy: ▪ does not specify the way the proxy is to vote on the resolution; and ▪ expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP for the Company or, if the Company is part of a consolidated entity, for the entity.

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the resolutions the subject of this Meeting, including Resolution 1, other than resolutions where the Chairman is a related party and the subject of the resolution, or is an associate of a related party the subject of a resolution, in which case the Chairman cannot cast undirected proxies in respect to that resolution.

Resolution 2 - Re-election of Brian Moller as a Director

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That Mr Brian Moller, who retires by rotation in accordance with Article 40 of the Company’s Constitution and, being eligible and offering himself for re-election, be re-elected as a Director.”

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Resolution 3 - Re-election of Vincent Mascolo as a Director

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That Mr Vincent Mascolo, who retires by rotation in accordance with Article 40 of the Company’s Constitution and, being eligible and offering himself for re-election, be re-elected as a Director.”

Resolution 4 - Ratify Convertible Notes

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That in accordance with the provisions of Listing Rules 7.1 and 7.4 of the Official Listing Rules of the ASX Limited (ASX), and for all other purposes, the Shareholders of DGR Global Limited (DGR Global), ratify the previous issue of 10,000,000 Convertible Notes at an issue price of $0.20 each in the Company to two funds managed by Tribeca Investment Partners (Tribeca Notes) on the terms and conditions outlined in the Explanatory Memorandum.”

NOTES

• ➢ The rights attaching to the Convertible Notes are as outlined in the Explanatory Memorandum.

• ➢ The funds raised by the issue will be used by the Company to:

• progress the Company’s ongoing business plans;

• invest in its listed sponsored companies from time to time;

• fund growth initiatives; and

• provide additional working capital.

Further details of the Convertible Notes are contained within the Explanatory Memorandum.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast in favour of the resolution by or on behalf of:

• ➢ Tribeca Investment Partners; or

• ➢ any associate of Tribeca Investment Partners.

However, the Company need not disregard a vote if:

• ➢ it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• ➢ it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. Specific comments relating to the Resolutions are set out in the Explanatory Memorandum.

By order of the Board

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Karl Schlobohm Company Secretary 24 October 2018

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Explanatory Memorandum

Introduction

This Explanatory Memorandum is provided to shareholders of DGR Global Limited ( Company ) to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Qld, 4000 on 29 November 2018 commencing at 11.00am (Brisbane time).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Consider the Company’s 2018 Annual Report

The Corporations Act requires the financial report, the Directors’ report and the auditor’s report to be tabled at the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for Shareholders to approve the financial report, the Directors’ report or the auditor’s report. The Company’s 2018 Annual Report is placed before the Shareholders for discussion. No voting is required for this item. Shareholders can obtain a copy of the Company’s 2018 Annual Report by sending a request to info@dgrglobal.com.au or by downloading a copy from the Company’s website: www.dgrglobal.com.au

Shareholders will also have the opportunity to ask any questions they may have about the Annual Report and the Financial Statements of Company management or the auditors.

Resolution 1 - Remuneration Report

The Board has submitted its Remuneration Report (included in the 2018 Annual Report) to Shareholders for consideration and adoption by way of a non-binding Advisory Resolution.

The Remuneration Report is set out in the Directors’ Report section of the 2018 Annual Report. The Report:

• ➢ explains the Board’s policy for determining the nature and amount of remuneration of executive Directors and senior executives of the Company;

• ➢ explains the relationship between the Board’s remuneration policy and the Company’s performance;

• ➢ sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and

• ➢ details and explains any performance conditions applicable to the remuneration of executive Directors and senior executives of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Board makes no recommendation on voting for this resolution. A vote on this resolution is advisory only and does not bind the Directors of the Company.

A Voting Exclusion Statement is set out in the Notice of Meeting for this Resolution. Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the resolutions the subject of this Meeting, including this Resolution 1, subject to compliance with the Corporations Act.

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Resolution 2 - Re-election of Mr Brian Moller as a Director

Mr Brian Moller retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election as a Non-Executive Director. Mr Moller has served on the DGR Global Board since 2 August 2002.

Mr Moller is a corporate partner in the Brisbane based law firm HopgoodGanim where he has been a partner since 1983. He practices almost exclusively in the corporate area with an emphasis on capital raising, mergers and acquisitions. Mr Moller acts for many public listed resource and industrial companies and brings a wealth of experience and expertise to the board particularly in the corporate regulatory and governance areas.

He holds an LLB Hons from the University of Queensland and is a member of the Australian Mining and Petroleum Law Association.

Mr Moller is currently the Chairman of SolGold plc; the Chairman of Aus Tin Mining Ltd and a Non-Executive Director of Dark Horse Resources Ltd, Platina Resources Ltd and Aguia Resources Ltd.

There is no voting exclusion statement for this Resolution.

The Directors (with Mr Moller abstaining) recommend that you vote in favour of this Resolution.

Resolution 3 – Re-election of Mr Vincent Mascolo as a Director

Mr Vince Mascolo retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election as a Non-Executive Director. Mr Mascolo has served on the DGR Global Board since 30 September 2002.

Mr Mascolo is a qualified mining engineer with extensive experience in a variety of fields, including gold and coal mining, quarrying, civil-works, bridge-works, and estimating.

Mr Mascolo has completed numerous assignments in the civil and construction industry, including construction and project management, engineering, quality control and environment and safety management. He is also a member of both the Australian Institute of Mining and Metallurgy and the Institute of Engineers of Australia.

Mr Mascolo serves as Managing Director of London Stock Exchange listed (AIM) IronRidge Resources Ltd.

There is no voting exclusion statement for this Resolution.

The Directors (with Mr Mascolo abstaining) recommend that you vote in favour of this Resolution.

Resolution 4 –Ratification of Convertible Notes

By an ordinary resolution passed at the Company’s 2017 Annual General Meeting, the Company ratified the issue of 40,000,000 Convertible Notes to two funds managed by Tribeca Investment Partners Pty Ltd ( Tribeca ), being the Tribeca Global Natural Resources Feeder Fund (as to 19,206,442 Notes) and the Tribeca Global Natural Resources Fund (as to 20,793,558 Notes). The issue was conducted pursuant to the terms of a Convertible Note Deed entered into between the Company and Tribeca on 24 October 2018 (the Convertible Note Deed ). On 26 September 2018 the Company issued a further 10 million Convertible Notes pursuant to the terms of the Convertible Note Deed (the Further 10 million Convertible Notes ), to BNY Trust Company of Australia Ltd on behalf of Tribeca Global Natural Resources Credit Fund (the Holder ).

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The Convertible Note Deed was amended to, amongst other things, require the Company to provide security to the Holder (securing the obligations of the Company to repay the face value of the total of 50 million Notes and any interest accruing on them). Consequently, a Share Security Deed was entered into between Equity Trustees Ltd and the Tribeca Global Natural Resources Credit Master Fund as security holders in their own right and as trustees for the Holder. As the Further 10 million Convertible Notes were issued prior to the Meeting, the Company relied on its capacity pursuant to Listing Rule 7.1.

Resolution 4 therefore seeks Shareholder approval to ratify the issue of a total of 10,000,000 Convertible Notes pursuant to the Convertible Note Deed to the Holder, being an investor that falls within one or more of the classes of exemptions specified in section 708 of the Corporation Act.

Listing Rules 7.1 and 7.4

As noted above, in accordance with Listing Rules 7.1 and 7.4, the Company is seeking Shareholders to ratify the most recent issue of the Convertible Notes, being issues of securities made by the Company during the previous 12 months for which Shareholder approval has not already been obtained.

Listing Rule 7.1 prohibits a company, except in certain cases (which includes having obtained the approval of shareholders), from issuing new equity securities equivalent in number to more than 15% of its capital in any 12 month period without the prior approval of its shareholders.

The Company seeks Shareholder approval to ratify the issue of 10,000,000 Convertible Notes in accordance with Listing Rules 7.1 and 7.4 in order to refresh the Company’s ability to issue up to 15% of its share capital (in a 12 month period) under Listing Rule 7.1.

Under Listing Rule 7.4, an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval if the issue:

• did not breach Listing Rule 7.1 (i.e. the issue did not exceed the 15% limit under Listing Rule 7.1); and

• holders of the ordinary securities subsequently approve the issue.

For the purpose of Listing Rules 7.4 and 7.5 the Company advises as follows:

• a) the 10,000,000 Convertible Notes were issued on 26 September 2018;

• b) the Convertible Notes were be issued at $0.20 per note;

• c) a summary of the Convertible Note Deed, including the terms and conditions upon which the Convertible Notes are to be issued are as outlined in Annexure A;

• d) the Convertible Notes were be issued to:

• i. BNP Trust Company of Australia Ltd on behalf of Tribeca Global Natural Resources Credit Fund (6,700,000 Notes); and

• ii. BNP Trust Company of Australia Ltd on behalf of Tribeca Global Natural Resources Credit Master Fund (3,300,000 Notes).

• e) The funds raised are being used to finance the Company’s ongoing business plan, to invest in its sponsored listed entities from time to time, for additional growth initiatives, and for general working capital purposes.

A Voting Exclusion Statement is set out in the Notice of Meeting for this Resolution.

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Interpretation

ASIC means the Australian Securities and Investments Commission;

ASX means the ASX Limited ACN 008 624 691;

Board means the board of Directors of the Company;

Company means DGR Global Limited ACN 052 354 837;

Corporations Act means the Corporations Act 2001 (Cth) as amended, varied or replaced from time to time;

Director means a director of the Company;

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting;

Listing Rules means the official listing rules of the ASX;

Meeting and Annual General Meeting means the annual general meeting to be held on 29 November 2018;

Notice of Meeting means this Notice of Meeting convening the Meeting and the Explanatory Memorandum; Option means an option to subscribe for a Share on the terms set out in the Explanatory Memorandum; Resolution means a resolution proposed at the Meeting;

Share means an ordinary fully paid share in the issued capital of the Company;

Shareholder means a holder of Shares in the Company.

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Karl Schlobohm (Company Secretary):

DGR Global Limited

Street address: Level 27, 111 Eagle Street, Brisbane QLD 4000 Postal address: GPO Box 5261, Brisbane QLD 4001 Ph : (07) 3303 0680 Fax : (07) 3303 0681 Email : kschlobohm@dgrglobal.com.au

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Notes

Proxies and Representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 ( Cth) ( Corporations Act ) .

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

DGR Global Limited

Street address: Level 27, 111 Eagle Street, Brisbane QLD 4000 Postal address: GPO Box 5261, Brisbane QLD 4001 Ph : (07) 3303 0680 Fax : (07) 3303 0681 Email : kschlobohm@dgrglobal.com.au

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company.

A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 6.00pm 27 November 2018 (Brisbane time). Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, all of the security holders should sign.
Power of	To sign under Power of Attorney, you must have already lodged this document with the
Attorney:	registry. If you have not previously lodged this document for notation, please attach a
	certified photocopy of the Power of Attorney to this form when you return it.
Companies:	Where the company has a Sole Director who is also the Sole Company Secretary, this form
	must be signed by that person. If the company (pursuant to section 204A of the Corporations
	Act) does not have a Company Secretary, a Sole Director can also sign alone.
	Otherwise this form must be signed by a Director jointly with either another Director or a
	Company Secretary.
	Please indicate the office held by signing in the appropriate place.

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Proxy Form

APPOINTMENT OF PROXY

Name of Shareholder Number of Shares

I/We being shareholder(s) of DGR Global Limited (Company) hereby appoint:

the Chairman of the Meeting OR (mark with an “X”)

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of DGR Global Limited to be held at Level 7, Waterfront Place, 1 Eagle Street Brisbane, Qld on 29 November 2018 at 11.00am (Brisbane time) and at any adjournment of that meeting.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default, and you do NOT wish to direct your proxy how to vote as your proxy in respect of the resolution/s, please place a mark in the box opposite.

By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of any resolution ( Relevant Resolution ) and that votes cast by the Chair of the meeting for the Relevant Resolution other than as proxy holder will be disregarded because of that interest. If the Chair of the meeting is your proxy and you do not mark this box or direct the Chair of the meeting how to vote above, the Chair of the meeting will not cast your votes on the Relevant Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Relevant Resolution.

The Chairman of the meeting intends to vote undirected proxies in favour of the resolutions including the Relevant Resolution.

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain. By signing this appointment you acknowledge that the Proxy (whether voting in accordance with your directions or voting in their discretion under an undirected Proxy) may exercise your proxy even if he/s he has an interest in the outcome of the resolution and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest. If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is ………………%. (An additional proxy form will be supplied by the Company on request). If you wish to appoint the proxy to exercise voting power over only some of your shares, the number of shares in respect of which this proxy is to operate is ……………….. shares (Note: proxy will be over all shares if left blank).

I/we direct my/our proxy to vote as indicated below:

Resolutions 1. Remuneration Report 2. Re-election of Brian Moller 3. Re-election of Vincent Mascolo 4. Ratification of Convertible Notes Individual or Security holder 1 Sole Director and Secretary Contact Name	For Security holder 2 Director Contact Daytime Telephone	Against Abstain Security holder 3
		Director/Company Secretary
		Date

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How to Complete this Proxy Form

1 Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in section A. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company. A proxy may be an individual or a body corporate.

3 Votes on Items of Business

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses, except in relation to Resolution 1 where you have appointed a member of the Key Management Personnel of the Company (other than the Chairman) or their closely related parties as your proxy, in which case there are additional restrictions explained below. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company or you may copy this form. To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) Return both forms together.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, either security holder may sign. Power of To sign under Power of Attorney, you must have already lodged the Power of Attorney with the Attorney: registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

6 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below by 11.00 am on 27 November 2018, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

DGR Global Limited

Street address: Level 27, 111 Eagle Street, Brisbane QLD 4000 Postal address: GPO Box 5261, Brisbane QLD 4001 Ph : (07) 3303 0680 Fax : (07) 3303 0681 Email : kschlobohm@dgrglobal.com.au

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ANNEXURE A

SUMMARY OF TERMS OF ISSUE OF THE CONVERTIBLE NOTES

The full terms of issue are set out in the Convertible Note Deed entered into between DGR Global Limited ACN 052 354 837 ( DGR ) and Tribeca Investment Partners Pty Ltd ACN 080 430 100 ( Tribeca ) on 24 October 2017 and amended 25 September 2018 (the Note Deed ) .

Issuer	DGR Global Ltd (DGR).
Holder	Any person who becomes a holder of a convertible redeemable note issued in accordance with the Note Deed.
Principal Amount	$10 million advanced to DGR by Tribeca in the following two (2) tranches: a) $8 million on or about 7 September 2017; and b) $2 million on or about 28 September 2018.
Party advancing the Principal Amount	Tribeca Investment Partners Pty Ltd(Tribeca).
Notes	50 million Notes issued in the following two (2) tranches (in each case to the Holders in agreed proportions): a) 40 million Notes on or about 7 September 2017; and b) 10 million Notes on or about 28 September 2018.
Face Value	$0.20per Note.
Interest rate and payment	12% per annum, payable in cash quarterly in arrears on each of: a) 30 September; b) 31 December; c) 31 March; and d) 30 June.
Maturity Date	29 September 2020.
Conversion Price	$0.20 per Note, provided that if DGR reorganises its share capital in any way, including: a) any consolidation, reclassification or subdivision of shares; b) any share issues below market price; c) any issues of options, warrants or similar issues in respect of shares or any modification of rights in respect of such instruments that impact DGR’s share capital; or d) any other changes to DGR’s share capital structure, (together aReorganisation Event), while the Notes are on issue, the Conversion Price will be: e) adjusted so that the entitlement of any share (to be issued on conversion of the Note) to participate in the profits and assets of DGR, will be the same as the entitlement of a share which would have been issued on the conversion of that Note had there been no Reorganisation Event; and

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• f) otherwise reorganised in accordance with the Listing Rules so that the Holder will not receive a benefit that the existing shareholders do not receive and vice versa.

Conversion Transfer

	f) otherwise reorganised in accordance with the Listing Rules so that the Holder will not receive a benefit that the existing shareholders do not receive and_vice versa._
Conversion	a) A Holder may issue a notice (Conversion Notice) to convert Notes held by it into ordinary fully paid shares in DGR (Conversion Shares) at any time before redemption or maturity. b) The number of Conversion Shares to be issued will be calculated in accordance with the following formula: N = FV/CP, Where: CPis the Conversion Price, FVis the aggregate Face Value of the Notes being converted, and Nis the number of Conversion Shares to be issued to pursuant to the Conversion Notice. c) If the issue of any Conversion Shares would result in a Holder breaching section 606 of the Corporations Act 2001 (takeover restrictions), then DGR may seek shareholder approval for that issue. If shareholder approval is not obtained for any reason then so many Notes as may be converted without breach of section 606 will be converted, and at DGR’s discretion either: i. the balance (theSurplus Notes) will be redeemed; or ii. or the term of the Surplus Notes will be extended by three (3) years from the relevant date.
Transfer	The Notes may only be transferred with the consent of DGR (which must not be unreasonably withheld or delayed), except while an Event of Default is subsisting. Where an Event of Default is subsisting the Notes may be transferred without DGR’s consent.
Prepayment and Redemption	1. DGR is not entitled to repay the Principal Amount nor redeem the Notes before the Maturity Date, otherwise than as set out below. 2. A Holder may elect to have any Notes it is holding redeemed (for an amount equal to the sum of the Face Value, the relevant Early Redemption Premium and any interest accrued but unpaid (theEarly Redemption Amount)) before the Maturity Date where: a. there is a Change of Control (as defined in the Note Deed) of DGR; b. DGR is removed from the official list of the ASX for a continuous period of at least three (3) Business Days, or trading in any class of DGR securities is suspended for a continuous period of at least ten (10) Business Days; and

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• c. the mark-to-market value of certain Listed Assets (as defined in the Note Deed) and cash held by DGR (after deduction of current creditors and current liabilities) is less than three (3) times the Face Value of all Notes on issue.

• DGR may elect to redeem any Notes at any time before the Maturity Date for the Early Redemption Amount.

The relevant Early Redemption Premium means where the notice of redemption is given:

• a. within six (6) months of 28 September 2018, then 14.4% of the Face Value of the Notes being redeemed;

• b. between six (6) months and twelve (12) months of 28 September 2018, then 8.4% of the Face Value of the Notes being redeemed;

• c. between twelve (12) months and eighteen (18) months of 28 September 2018, then 7.2% of the Face Value of the Notes being redeemed; and

• d. within the six (6) months immediately preceding the Maturity Date, then 6% of the Face Value of the Notes being redeemed.

Security A Share Security Deed entered into between DGR as grantor and each of the Secured Parties, granting the Secured Parties a security interest over the Collateral.

For the purposes of this summary of the Security:

1. Collateral means all of the present and after-acquired Marketable Securities held by DGR in IronRidge Resources Limited ACN 127 215 132;

2. Marketable Securities has the meaning given to it in section 92 (3) of the Corporations Act 2001 , but also includes:

3. a. any undertaking referred to in the exceptions in paragraph (a) and (b) of the definition of debenture in the Corporations Act 2001 ;

4. b. a unit or other interest in a trust or partnership;

5. c. a negotiable instrument; and

6. d. a right or option in respect of a Marketable Security, whether issued or unissued including any of the above; and

7. Secured Parties means each of Equity Trustees Ltd ABN 46 004 031 298 its capacity as trustee of the Tribeca Global Natural Resources Credit Fund ABN 92 233 562 005, and the Tribeca Global Natural Resources Credit Master Fund .

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Appointment of Director	For as long as the Holders hold all of the Notes and all of the Conversion Shares issued on the conversion of any Notes (if any), the Holders shall be entitled to appoint Ben Cleary as a non- executive Director of DGR.
Events of default	The Events of Default include: 1. failing to pay any amount: of principal when due and payable; or of interest when due and payable and that failure is not remedied within three (3) Business Days (as defined in the Note Deed); 2. failing to comply with its obligations to convert or redeem any Notes in accordance with the terms of the Note Deed, and DGR does not remedy that non- compliance within five (5) Business Days; 3. failing to comply with any material obligation or warranty, and if capable of remedy, where DGR does not remedy the non-compliance within five (5) Business Days; 4. DGR suffers an Insolvency Event (as defined in the Note Deed); and 5. where conditions, events or circumstances exist or have occurred which, in the opinion of the Holder results or could result in a Material Adverse Effect (as defined in the Note Deed). If an Event Of Default occurs, the Holder may declare the Notes to be immediately due and payable; seek to recover any accrued but unpaid interest owing in respect of the Notes; and the Secured Parties may exercise their rights under the Security.
ASX listing	The Notes will not be listed on the ASX or any other recognised stock exchange.

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