DGR GLOBAL LIMITED - AGM Information 2020

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DGR Global Limited

ABN 67 052 354 837

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting: 18 January 2021 Time of Meeting: 11:00am (Brisbane time) Place of Meeting: Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000

COVID Related Disclosure

If Shareholders wish to attend the Meeting in person, they will need to email the Company Secretary ([email protected]) in order for the Company to ensure that it will be able to comply with COVIDrelated restrictions applicable at the time and place of the Meeting.

Each Resolution to be put to the Meeting will be decided by poll vote, as a combination of proxy votes lodged, together with any votes cast in person at the Meeting. Accordingly, Shareholders are encouraged to lodge their votes online via the Company’s Registry (www.linkmarketservices.com.au) or via the proxy form to be supplied.

Any questions that Shareholders would like put to the Meeting can also be emailed to the Company Secretary ([email protected]) by 14 January 2021. Responses to any questions will be given verbally at the Meeting with a summary of any material issues raised provided in an ASX release.

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Notice is given that the Annual General Meeting of Shareholders of DGR Global Limited (the Company or DGR ) will be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000, on 18 January 2021 at 11:00am (Brisbane time).

Terms used in this Notice of Meeting are defined in the “ Definitions ” section of the accompanying Explanatory Memorandum.

AGENDA

ORDINARY BUSINESS

Annual 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 Statement and the Notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2020.

See Explanatory Statement below for further information.

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 2020 (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. The Company’s 2020 Annual Report, which contains the Remuneration Report, is available on the Company’s website: https://www.dgrglobal.com.au/

See the Explanatory Memorandum for further information.

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

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, this does not apply to a vote cast in favour of the relevant Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with directions given to the proxy or attorney to vote on the relevant Resolution in that way; or
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with a direction given to the Chair to vote on the relevant Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on the relevant Resolution; and
the holder votes on the relevant Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

VOTING INTENTION OF CHAIRMAN

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 .

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

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

“That in accordance with Rule 38.3 of the Company’s Constitution, Mr Brian Moller, who retires by rotation in accordance with Rule 40 of the Company’s Constitution, being eligible and offering himself for re-election, be re-elected as a Director.”

See the Explanatory Memorandum for further information.

Resolution 3 - Ratification of the Issue of Placement and Other Securities

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

“That in accordance with the provisions of Listing Rule 7.4 and for all other purposes, Shareholders ratify the previous issues pursuant to either Listing Rules 7.1 of:

80,322,495 fully paid ordinary Shares at an issue price of $0.08 per Share; and
37,500,000 free attaching quoted Options at an exercise price of $0.12 per Option, each expiring on 25 September 2023,

to those recipients identified in, and otherwise on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

See Explanatory Memorandum for further information.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

any person who participated in or directly benefited from the issues; and
an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on this Resolution; and
the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 4 - Approval to Issue up to 35,974,007 Quoted Options

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

“That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 35,974,007 quoted Options being exercisable at $0.12 before 25 September 2023, to those recipients set out in and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

See Explanatory Memorandum for further information.

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VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

a person who is to receive or is expected to receive the securities the subject of this Resolution, and any other person who will receive a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
any associate of those recipients.

However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on this Resolution; and
the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5 - Approval of Issue of Equity Securities Pursuant to an Employee Share Option Plan

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

"That for the purposes of Listing Rule 7.2 and for all other purposes, the Company be authorised to issue equity securities to eligible employees (or their respective nominees) pursuant to an employee incentive scheme called “The DGR Global Limited Employee Share Option Plan”, the details of which are set out the accompanying Explanatory Memorandum.”

See the Explanatory Memorandum for further information.

V ot i n g E x c lu s i o n St ate men t

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

any person who is eligible to participate in the employee incentive scheme; and
any associate of that person (or persons).

However, this does not apply to a vote cast in favour of this Resolution by:

a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on this Resolution; and
the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

P R O X Y A PP O IN TM EN T R E ST RI C TI O N

In accordance with section 250BD of the Corporations Act, the Company will disregard any votes cast on this Resolution by a member of the KMP or their Closely Related Parties who has been appointed as a proxy unless:

the appointed proxy votes for a person who is permitted to vote and in accordance with a direction on the proxy form; or
the appointed proxy is the Chairman and the appointment of the Chairman as proxy:
does not specify the way the proxy is to vote on this Resolution; and
expressly authorises the Chairman to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the KMP.

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SPECIAL BUSINESS

Resolution 6 - Replacement of the Constitution

To consider and if thought fit, pass the following Resolution, as a Special Resolution:

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Company repeal its existing Constitution and adopt a new constitution in its place in the form of the document entitled “Constitution of DGR Global Limited”, tabled at the Meeting and signed by the Chair of the Meeting for the purposes of identification”.

See the Explanatory Memorandum for further information.

Resolution 7 - Approval to Issue an Additional 10% of the Issued Capital of the Company Over a 12-Month Period Pursuant to Listing Rule 7.1A

To consider and if thought fit, pass the following Resolution, as a Special Resolution:

“ That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, over a 12 month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions described in the Explanatory Memorandum. ”

See the Explanatory Memorandum for further information.

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 Karl Schlobohm Company Secretary 7 December 2020

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Explanatory Memorandum

Introduction

This Explanatory Memorandum is provided to Shareholders of DGR Global Limited (the 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 18 January 2021 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 2020 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 2020 Annual Report is placed before the Shareholders for discussion only. No voting is required for this item. Shareholders can obtain a copy of the Company’s 2020 Annual Report by sending a request to [email protected] 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.

ORDINARY RESOLUTIONS

Resolution 1 - Remuneration Re p ort

The Board has submitted its Remuneration Report (included in the 2020 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 2020 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.

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.

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Mr Moller is currently a Director of Aus Tin Mining Ltd, Tempest Minerals Ltd, SolGold plc, NewPeak Metals Ltd and Platina 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 - Ratification of the Issue of Placement and Other Securities

1. Background

On 12 October 2020, the Company announced its intention to undertake the Capital Raising constituted by the Entitlement Offer and the Placement.

The Placement consisted of the issue of the following Placement Securities:

(a) 75,000,000 Placement Shares, at an issue price of $0.08 per Placement Share; and
(b) 37,500,000 Placement Options, and an exercise price of $0.12 per Option to be exercised before 25 September 2023,

to various qualified institutional Sophisticated and Professional Investors.

In addition, BCP, the lead manager and underwriter of the Capital Raising agreed to take some of the fees payable to it for providing those services (being the BCP Fees), in Shares at the same issue price per Share as the Placement Shares (the BCP Fee Shares ). This would further enable the Company to preserve its cash reserves. Accordingly, 5,322,495 BCP Fee Shares were issued to BCP or parties nominated by BCP (being parties to whom BCP was obliged to issue BCP Fee Shares pursuant to the Pay Away Arrangements). The details of the BCP Fees and the Pay Away Arrangements are set out in the text headed Background in the section of this Explanatory Memorandum dealing with Resolution 4.

2. Listing Rules 7.1 and 7.4

In broad terms Listing Rule 7.1 (subject to certain exceptions), limits the number of equity securities that a listed company can issue in any 12-month period without the approval of its shareholders, to a number equal to 15% of the fully paid ordinary securities that it had on issue at the start of that 12-month period. The Placement Securities and the BCP Fee Shares were issued without Shareholder approval in reliance on Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to utilise its combined capacity under Listing Rule 7.1, in order to take advantage of commercial opportunities as they may arise. Listing Rule 7.4 allows the shareholders of a listed company to approve the issue of equity securities after that issue has been made. If that approval is granted, the relevant issue will be excluded from the calculation of the listed company’s remaining capacity under Listing Rule 7.1.

Accordingly, the Company now seeks Shareholder approval to ratify the issue of the Placement Securities and the BCP Fee Shares in accordance with Listing Rule 7.4.

If Resolution 3 is not passed, 75,000,000 Placement Shares, 5,322,495 BCP Fee shares, and 37,500,000 Placement Options will be included when calculating the Company’s capacity under Listing Rule 7.1.

3. Information required by Listing Rule 7.5

Listing Rule 7.5 sets out the requirements for notices of meeting at which shareholder approval is sought for the purposes of Listing Rule 7.4. For the purposes of Listing Rule 7.5 the Company notes as follows:

(1) The Placement Securities and the BCP Fee Shares were issued to the various parties listed in the column headed “ Recipients ” and “ Class ” in Table 1 below (the Recipients ), none of which are related parties of the Company. In each case the amount of the Placement Shares, BCP Fee Shares, or Placement Options the case may be, issued to the various recipients is indicated in the column headed “ Number ” in table 1 Below.
(2) The Company issued a combined total of 80,322,495 Placement Shares and BCP Fee Shares which are fully paid ordinary Shares in the capital of the Company. Neither the Placement Shares nor the BCP Fee Shares are subject to escrow restrictions, and all were issued on the same terms as and rank pari passu with the Shares that were already on issue. The rights and liabilities of all Shareholders are set out in the Constitution of the Company. The Constitution can be obtained from the Company’s website at the following link: www.dgrglobal.com.au.

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(3) The Company issued a total of 37,500,000 Placement Options. Each Placement Option allows the holder to subscribe for fully paid ordinary Share in the capital of the Company at the issue price of $0.12 per Share, at any time up until and including 25 September 2023. The other terms on which the Placement Options were issued are set out in Schedule 1 – Option Terms.
(4) The Placement Securities and the BCP Fee Shares were issued on the dates indicated in Table 1 below in the column headed “ Date of Issue ”.
(5) The Placement Shares and the BCP Shares were issued at an issue price of $0.08 per Share.
(6) The cash proceeds of the Placement Shares were and will be used for (the Use of Funds
i. to pay back the Tribeca Note Facility in its entirety;
ii. for exploration expenditure;
iii. for the costs of the Capital Raising; and
iv. to provide general working capital.
(7) The Placement Options were issued for nil consideration which means that no funds were raised by the allotment of the Placement Options themselves. However, if the Placement Options are all exercised before their expiry, the Company will raise $4.5 million.
(8) A Voting Exclusion Statement for this Resolution is set out in the Notice of Meeting.

4. Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of this Resolution.

Table 1 – Securities Previously Issued

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Recipient Class Number Issue price Date of issue
CITICORP NOMINEES PTY LIMITED Placement Shares 7,500,000 $0.08 2-Nov-20
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED Placement Shares 18,500,723 $0.08 2-Nov-20
NATIONAL NOMINEES LIMITED Placement Shares 622,444 $0.08 2-Nov-20
MR PAUL SIMPSON Placement Shares 2,500,000 $0.08 2-Nov-20
ROOKHARP CAPITAL PTY LIMITED Placement Shares 9,375,000 $0.08 2-Nov-20
RYAN ROOKE HOLDINGS PTY LTD Placement Shares 218,750 $0.08 2-Nov-20
W & E MAAS HOLDINGS PTY LTD Placement Shares 6,250,000 $0.08 2-Nov-20
AVDUEL PTY LTD Placement Shares 1,000,000 $0.08 2-Nov-20
ROW BOAT PTY LTD Placement Shares 1,000,000 $0.08 2-Nov-20
MRS RENEE JAN DUNN Placement Shares 937,500 $0.08 2-Nov-20
MR PHILLIP ALEXANDER PURDIE Placement Shares 1,250,000 $0.08 2-Nov-20
KAMUI BLACK PTY LTD Placement Shares 2,795,583 $0.08 2-Nov-20
MR SIMON WILLIAM TRITTON Placement Shares 1,250,000 $0.08 2-Nov-20
KINGS PARK SUPERANNUATION FUND PTY LTD Placement Shares 250,000 $0.08 2-Nov-20
KINGS PARK SUPERANNUATION FUND PTY LTD Placement Shares 312,500 $0.08 2-Nov-20
TEMPEST DAWN PTY LIMITED Placement Shares 1,000,000 $0.08 2-Nov-20
TONLEA PTY LTD Placement Shares 1,000,000 $0.08 2-Nov-20
BETOTO PTY LTD Placement Shares 250,000 $0.08 2-Nov-20
MAAS PROPERTIES PTY LTD Placement Shares 937,500 $0.08 2-Nov-20
MR ASHLEY BAXTER Placement Shares 2,500,000 $0.08 2-Nov-20
MR ANGUS EDGAR Placement Shares 1,250,000 $0.08 2-Nov-20
MR MICHAEL JOHN EDGAR Placement Shares 600,000 $0.08 2-Nov-20
MUNGALA INVESTMENTS PTY LTD Placement Shares 800,000 $0.08 2-Nov-20
SEREC PTY LTD Placement Shares 475,000 $0.08 2-Nov-20
LARGE VENTURES PTY LTD Placement Shares 1,875,000 $0.08 2-Nov-20
JL GIBSON INVESTMENTS PTY LTD Placement Shares 1,250,000 $0.08 2-Nov-20
FINN AIR HOLDINGS PTY LTD Placement Shares 2,500,000 $0.08 2-Nov-20
NAMBIA PTY LTD Placement Shares 1,250,000 $0.08 2-Nov-20
MR NICHOLAS HARTWIG Placement Shares 625,000 $0.08 2-Nov-20
RICKIRK PTY LTD Placement Shares 300,000 $0.08 2-Nov-20
MR HAMISH ROBBIE DEE Placement Shares 125,000 $0.08 2-Nov-20
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HARTNELL NOMINESS PTY LD Placement Shares 500,000 $0.08 2-Nov-20
LQ SUPER PTY LTD Placement Shares 350,000 $0.08 2-Nov-20
MR NEIL FRANCES STUART Placement Shares 150,000 $0.08 2-Nov-20
MR DANIEL RAYMOND FARQUHAR Placement Shares 100,000 $0.08 2-Nov-20
ANGEL FIRE INVESTMENTS PTY LTD Placement Shares 80,000 $0.08 2-Nov-20
GUY JONES PTY LTD Placement Shares 300,000 $0.08 2-Nov-20
MR ANDREW THOMAS GLADMAN Placement Shares 520,000 $0.08 2-Nov-20
MR RONALD PREFONTAINE & MRS ANNABEL FRANCIS
Placement Shares 1,250,000 $0.08 2-Nov-20
PREFONTAINE
BERENES NOMINEES PTY LTD Placement Shares 1,250,000 $0.08 2-Nov-20
CITICORP NOMINEES PTY LIMITED Placement Options 3,750,000 Nil 2-Nov-20
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED Placement Options 9,250,361 Nil 2-Nov-20
NATIONAL NOMINEES LIMITED Placement Options 311,222 Nil 2-Nov-20
MR PAUL SIMPSON Placement Options 1,250,000 Nil 2-Nov-20
ROOKHARP CAPITAL PTY LIMITED Placement Options 4,687,500 Nil 2-Nov-20
RYAN ROOKE HOLDINGS PTY LTD Placement Options 109,375 Nil 2-Nov-20
W & E MAAS HOLDINGS PTY LTD Placement Options 3,125,000 Nil 2-Nov-20
AVDUEL PTY LTD Placement Options 500,000 Nil 2-Nov-20
ROW BOAT PTY LTD Placement Options 500,000 Nil 2-Nov-20
MRS RENEE JAN DUNN Placement Options 468,750 Nil 2-Nov-20
MR PHILLIP ALEXANDER PURDIE Placement Options 625,000 Nil 2-Nov-20
KAMUI BLACK PTY LTD Placement Options 1,397,792 Nil 2-Nov-20
MR SIMON WILLIAM TRITTON Placement Options 625,000 Nil 2-Nov-20
KINGS PARK SUPERANNUATION FUND PTY LTD Placement Options 125,000 Nil 2-Nov-20
KINGS PARK SUPERANNUATION FUND PTY LTD Placement Options 156,250 Nil 2-Nov-20
TEMPEST DAWN PTY LIMITED Placement Options 500,000 Nil 2-Nov-20
TONLEA PTY LTD Placement Options 500,000 Nil 2-Nov-20
BETOTO PTY LTD Placement Options 125,000 Nil 2-Nov-20
MAAS PROPERTIES PTY LTD Placement Options 468,750 Nil 2-Nov-20
MR ASHLEY BAXTER Placement Options 1,250,000 Nil 2-Nov-20
MR ANGUS EDGAR Placement Options 625,000 Nil 2-Nov-20
MR MICHAEL JOHN EDGAR Placement Options 300,000 Nil 2-Nov-20
MUNGALA INVESTMENTS PTY LTD Placement Options 400,000 Nil 2-Nov-20
SEREC PTY LTD Placement Options 237,500 Nil 2-Nov-20
LARGE VENTURES PTY LTD Placement Options 937,500 Nil 2-Nov-20
JL GIBSON INVESTMENTS PTY LTD Placement Options 625,000 Nil 2-Nov-20
FINN AIR HOLDINGS PTY LTD Placement Options 1,250,000 Nil 2-Nov-20
NAMBIA PTY LTD Placement Options 625,000 Nil 2-Nov-20
MR NICHOLAS HARTWIG Placement Options 312,500 Nil 2-Nov-20
RICKIRK PTY LTD Placement Options 150,000 Nil 2-Nov-20
MR HAMISH ROBBIE DEE Placement Options 62,500 Nil 2-Nov-20
HARTNELL NOMINESS PTY LD Placement Options 250,000 Nil 2-Nov-20
LQ SUPER PTY LTD Placement Options 175,000 Nil 2-Nov-20
MR NEIL FRANCES STUART Placement Options 75,000 Nil 2-Nov-20
MR DANIEL RAYMOND FARQUHAR Placement Options 50,000 Nil 2-Nov-20
ANGEL FIRE INVESTMENTS PTY LTD Placement Options 40,000 Nil 2-Nov-20
GUY JONES PTY LTD Placement Options 150,000 Nil 2-Nov-20
MR ANDREW THOMAS GLADMAN Placement Options 260,000 Nil 2-Nov-20
MR RONALD PREFONTAINE & MRS ANNABEL FRANCIS
Placement Options 625,000 Nil 2-Nov-20
PREFONTAINE
BERENES NOMINEES PTY LTD Placement Options 625,000 Nil 2-Nov-20
BAM COOLABAH INVESTMENTS PTY LTD BCP Fee Shares 500,000 $0.08 11-Nov-20
BIZZELL CAPITAL PARTNERS PTY LTD BCP Fee Shares 1,500,000 $0.08 11-Nov-20
BAM OPPORTUNITIES FUND PTY LTD BCP Fee Shares 1,000,000 $0.08 11-Nov-20
VENTOUX PTY LTD BCP Fee Shares 1,000,000 $0.08 11-Nov-20
TALBRAGAR RIVER HOLDINGS PTY LTD BCP Fee Shares 250,000 $0.08 11-Nov-20
RICKIRK PTY LTD BCP Fee Shares 575,000 $0.08 11-Nov-20
KAMUI BLACK PTY LTD BCP Fee Shares 497,495 $0.08 11-Nov-20
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Resolution 4 - App roval to Issue u p to 35 , 974 ,007 Quoted O ptions

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1. Background

Resolution 4 seeks the approval of Shareholders for the issue of up to 35,974,007 quoted Options, comprising up to 2,661,248 Additional Placement Options and up to 33,312,759 BCP Fee Options. More details are set out below.

Additional Placement Options

On 11 November 2020, the Company issued 5,322,495 fully paid ordinary shares on the same terms as the Placement to Bizzell Capital Partners Pty Ltd and its nominees, in partial consideration of services provided for the management of the Company’s Capital Raising (the Additional Placement Shares ). Accordingly, approval is being sought to issue 2,661,248 quoted Options (on the same terms as the attaching quoted Options issued as part of the Placement) which attach to the BCP Fee Shares issued on 11 November 2020 (the Additional Placement Options ).

BCP Fee Options

On 1 October 2020, the Company appointed BCP to act as the lead manager and underwriter of the Capital Raising[1] . The terms of the appointment are set out in the BCP Engagement Letter which in summary provides that:

(1) BCP will (amongst other things) act as lead manager and underwriter in relation to the Capital Raising[2] ;
(2) BCP may appoint a joint manager, joint underwriter, sub-underwriters, co-managers or brokers in relation to the Capital Raising, in consultation with the Company;
(3) BCP’s role will include (but not be limited to): arranging and leading the Capital Raising; advising the Company on the appropriate strategy and timing for the Capital Raising; determining key investor issues and coordinating appropriate responses; assistance with preparation of offer documentation; identifying key selling messages and marketing the Capital Raising to investors; assistance in the preparation of relevant ASX releases; in conjunction with the Company’s legal advisers assisting in any dealings with the ASX and ASIC; liaising with the Company’s advisers; coordinating bids into the sub-underwriting and determining final sub-underwriting allocations;
(4) the following fees are payable to BCP in relation to the Placement:
i. a management fee of 1% of the value of all funds raised under the Capital Raising (the Management Fee );
ii. an underwriting fee of 5% of the value of all new Shares underwritten and issued by the Company under the Entitlement Offer (the Underwriting Fee );
iii. a selling fee of 5% of the value of all Placement Shares issued (the Placement Fee ); and
iv. subject to obtaining Shareholder approval, the issue to BCP or its sub underwriter nominees of two (2) Fee Options for every one (1) dollar raised under the Capital Raising (the BCP Fee Options );
(6) BCP will be responsible for any selling fees, stamping fees or sub- underwriting fees it may have to pay as a result of its arrangements with sub-underwriters; and
(7) for any amounts sub-underwritten in the Entitlement Offer or subscribed for in the Placement, BCP will direct the Company to pay or otherwise settle with third parties directly, the amounts that would otherwise be payable to BCP on any amount subscribed for or sub-underwritten by those third parties (the Pay Away Arrangements ).

Pursuant to the terms of the BCP Engagement Letter, BCP is entitled to the issue of 33,312,759 BCP Fee Options for services provided by it to the Company pursuant to the terms of the BCP Engagement Letter.

1 See the Company's ASX announcement on 12 October 2020 Capital Raising Program .

2 The parties subsequently agreed that BCP would only underwrite the Entitlement Offer and not the Placement, and this is reflected in the announcement on 12 October 2020 and in the Prospectus.

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2. Listing Rule 7.1

Listing Rule 7.1 limits the number of equity securities that a listed company can issue without the approval of its shareholders. For a further discussion of Listing Rule 1 see the text under the heading Listing Rules 7.1, 7.2 and 7.4 in the section of this Explanatory Memorandum dealing with Resolution 3.

The Company now seeks Shareholder approval to ratify the issue of the Additional Placement Options and the BCP Fee Options in accordance with Listing Rule 7.1.

If Resolution 4 is not passed the Company may not have the capacity under Listing Rule 7.1 to issue any or all of the Additional Placement Options and the BCP Fee Options. If not, it may decide to either not issue those Options at all, or it may seek Shareholder approval at a later general meeting (whether that meeting is convened for that particular purpose or for another purpose).

3. Information required by Listing Rule 7.3

Listing Rule 7.3 sets out the requirements for notices of meeting at which Shareholder approval is sought for the purposes of Listing Rule 7.1. For the purpose of Listing Rule 7.3, the following information is provided about the issue of up to 35,974,007 quoted Options:

(1) The Additional Placement Options and the BCP Fee Options will be issued the recipients set out below in Table 2 below, none of whom are a related party of, nor an associate of a related party of, the Company.
(2) The maximum number of quoted Options that the Company can issue pursuant to Resolution 4 is 35,974,007 quoted Options (being up to 2,661,248 Additional Placement Options and up to 33,312,759 BCP Fee Options).
(3) The Additional Placement Options and the BCP Fee Options have an exercise price of $0.12 per Option and may be exercised at any time before 25 September 2023. The other terms on which the quoted Options will be issued are set out in Schedule 1 – Option Terms .
(4) The Additional Placement Options and the BCP Fee Options will be issued no later than three (3) months after the date of the Meeting.
(5) The issue price of the Additional Placement Options and the BCP Fee Options will be nil as they will be issued either: (i) as free attaching securities to fully paid ordinary shares that have already been issued; or (ii) in accordance with and in consideration for the services provided by BCP pursuant to the BCP Engagement Letter. Accordingly, no funds will be raised from the issue of the quoted Options.
(6) 2,661,248 of the quoted Options the subject of this Resolution (the Additional Placement Options) are being issued as free attaching securities to fully paid ordinary shares which were issued on 11 November 2020, as summarised above under the heading “ Background ”. The remaining 33,312,759 quoted Options the subject of this Resolution (the BCP Fee Options) are being issued pursuant to the terms of the Engagement Letter, which is also summarised above under the heading “ Background ”.
(7) A Voting Exclusion Statement for this Resolution is set out under Resolution 4 in the Notice of Meeting.

4. Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of this Resolution.

Table 2 – Recipients of Securities the Subject of Resolution 4

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Recipient Category Number of quoted Options
BAM COOLABAH INVESTMENTS PTY LTD Additional Placement Options 250,000
BIZZELL CAPITAL PARTNERS PTY LTD Additional Placement Options 750,000
BAM OPPORTUNITIES FUND PTY LTD Additional Placement Options 500,000
VENTOUX PTY LTD Additional Placement Options 500,000
TALBRAGAR RIVER HOLDINGS PTY LTD Additional Placement Options 125,000
RICKIRK PTY LTD Additional Placement Options 287,500
KAMUI BLACK PTY LTD Additional Placement Options 248,748
BIZZELL CAPITAL PARTNERS PTY LTD BCP Fee Options 32,012,759
TALBRAGAR RIVER HOLDINGS PTY LTD BCP Fee Options 300,000
RICKIRK PTY LTD BCP Fee Options 1,000,000
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Resolution 5 - Approval of Issue of Equity Securities Pursuant to an Employee Share Option Plan

1. Background

Pursuant to Resolution 5 the Company is seeking Shareholder approval for the possible future issue of equity securities under the Company’s Employee Share Option Plan (the ESOP ) pursuant to Listing Rule 7.2 (exception 13 (b)).

Remuneration of the Company’s employees is determined by the Board based on the recommendations of its nonexecutive Directors on an annual basis, after taking into consideration relevant market practices and the circumstances of the Company. It is the view of the Non-Executive Directors that it is in the best interests of Shareholders that eligible participants in the plan receive part of their remuneration in the form of equity securities. Accordingly, the Board of Directors of the Company adopted the ESOP as a means of attracting, motivating, retaining and rewarding its key employees, and providing those selected employees with the opportunity to participate in the future growth of the Company.

In general terms the ESOP allows the Company to issue various types of “eligible products” (as that term is used in the Class Order) to eligible participants (which term is also defined in the Class Order). As is relevant for present purposes:

(1) “eligible products” includes Shares or beneficial interests in Shares, Options or rights to acquire Shares; and
(2) “eligible participants” include part-time employees, non-executive Directors, and contractors who are engaged to work the number of hours that are the pro rata equivalent 40% or more of a comparable full-time position with the Company.

The ESOP also allows the Company to make loans to eligible participants for the purposes of acquiring eligible products. A summary of the terms of the ESOP are set out in Schedule 2 – Employee Share Option Plan .

The ESOP was originally adopted by the Company prior to its admission to ASX, and issues of securities pursuant to it were last approved by Shareholders at the Company’s 2017 AGM. The version of the ESOP that Shareholders are asked to approve pursuant to Resolution 5 varies in some details from that approved by Shareholders in 2017. Amendments have been made to ensure that the Plan complies with ASIC Class Order [CO 14/1000]. ASIC Class Order [CO 14/1000] is discussed in the next section.

2. ASIC Class Order [CO 14/1000]

Broadly speaking an offer of securities to investors, including to employees, must be made under a disclosure document issued pursuant to Chapter 6D of the Corporations Act, unless an exception applies ( Offer Disclosure ).

In accordance with its powers under the Corporations Act, ASIC has made an exception to the requirement for Offer Disclosure (amongst other things) in respect of offers made under an employee incentive scheme that complies with the requirements of ASIC Class Order [CO 14/1000].

The ESOP has been prepared in compliance with ASIC [CO 14/1000], and accordingly any offers of equity securities made under it are limited to the 5% capital limit set out in that Class Order (the 5% Capital Limit ).

3. Listing Rule 7.1

As noted in the section of this Expenditure Memorandum dealing with Resolution 4, broadly speaking Listing Rule 7.1 limits the number of equity securities that a listed company may issue or agree to issue in any 12-month period to no more than 15% of the Company’s ordinary securities on issue without shareholder approval. As a result, any issue of securities by the Company to eligible employees under the ESOP would reduce the Company’s 15% capacity to issue Shares under Listing Rule 7.1.

However, exception 13(b) of Listing Rule 7.2 provides that Listing Rule 7.1 does not apply to issues of securities pursuant to an employee incentive scheme which have been approved in the three years prior to their issue date.

If the Resolution 5 is not passed, any equity securities issued pursuant to the ESOP will reduce the Company’s 15% capacity under Listing Rule 7.1, potentially limiting the Company’s capital raising ability.

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4. Further Information for Shareholders

In accordance with Exception 13(b) of Listing Rule 7.2 the Company advises as follows:

1) A summary of the terms of the ESOP are set out in Schedule 2 – Employee Share Option Plan .
2) Since Shareholders last approved issues of equity securities pursuant to the ESOP at the Company’s 2017 AGM (pursuant to the then relevant exception to Listing Rule 7.1), the following equity securities have been issued pursuant to the ESOP:

Securities	Date of Issue	Date of expiry
3,000,000 ESOP Options exercisable at $0.1919*	12 February 2018	12 February 2021
1,000,000 ESOP Options exercisable at $0.1919*	15 June 2018	6 May 2020
1,200,000 ESOP Options exercisable at $0.1919*	30 October 2018	12 February 2021

Issued with an exercise price of $0.20, which has since been reduced in accordance with the ASX Listing Rules due to pro rata issues.
3) The maximum number of equity securities proposed to be issued under the ESOP is no greater than the 5% Capital Limit allowed for under ASIC Class Order [CO 14/1000]. In summary for the present purposes, the Company shall not offer or issue any equity securities pursuant to the ESOP (the First Offer ), if the total number of Shares which may be issued as a result, when aggregated with the number of Shares which have been issued or which may be issued as a result of offers made pursuant to another employee incentive scheme:
a. or like scheme of the Company or an associated body corporate in reliance on the Class Order or an individual instrument made by ASIC in similar terms to the Class Order; or
b. or another employee share scheme of the Company in reliance on ASIC Class Order [CO 03/184] or individual instrument made by ASIC in similar terms to that class order,

at any time during the three years prior to the time of the making of the First Offer, would exceed 5% of the total number of issued Shares at the time of the making the First Offer. For the purposes of ASX Listing Rule 7.2 exception 13(b), the maximum number of equity securities proposed to be issued under the ESOP is 43,578,936.

5. Participation of Directors

Whilst under the provisions of the ESOP Directors are eligible to participate in the plan, no Options will be issued to Directors (or their nominees) unless further specific approval for the issue of those Options is obtained pursuant to the provisions of Listing Rule 10.11.

6. Directors’ Recommendation

Due to a potential interest in the outcome of this Resolution, the Directors make no recommendation as to how you should vote on this Ordinary Resolution.

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

SPECIAL RESOLUTIONS

Resolution 6 - Re placement of the Constitution

1. Introduction

A company may modify or repeal its constitution or any provision of its constitution by Special Resolution of shareholders.

Resolution 6 is a Special Resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution (the Proposed Constitution ), which is being updated to ensure that it reflects the current requirements of the Corporations Act, the ASX Listing Rules and good governance. The Directors believe that in the circumstances it is preferable to replace the existing Constitution with the Proposed Constitution, rather than to amend a multitude of specific Rules.

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The Proposed Constitution is broadly consistent with the provisions of the existing Constitution which was adopted on 20 February 2003. Most of the proposed amendments are administrative in nature, and the Directors believe that these amendments are not material, and nor will they have any significant impact on Shareholders. There are however some which are significantly different to the provisions appearing in the current Constitution. A copy of the Proposed Constitution is available for review by Shareholders at the Company’s website www.dgrglobal.com.au under the heading Corporate Governance.

It is not practicable to list all of the proposed changes to the Constitution in detail in this Explanatory Memorandum. However, a summary of those amendments which in the view of the Directors are material, are set out in the next section.

1. Summary of material proposed changes

(1) General meeting held by electronic means (new Rules 22.2 to 22.5)

These new provisions allow the Company to hold a general meeting at different venues connected by communications technology. They also allow the Directors to hold a general meeting entirely “online” with no central physical location, provided that the general body of Shareholders have a reasonable opportunity to participate in the business of the meeting and the Members are able to vote on a show of hands, on a pole or by direct voting as provided for in Rule 28.

(2) Direct Voting (new Rule 28)

The Proposed Constitution includes a new provision which allows Shareholders to exercise their voting rights through direct voting (in addition to exercising their existing rights to appoint a proxy). Direct voting is a mechanism by which Shareholders can vote directly on resolutions which are to be determined by poll.

Votes cast by direct vote by a Shareholder are taken to have been cast on the poll as if the Shareholder had cast the votes on the pole at the meeting.

In order for direct voting to be available, Directors must determine that votes can be cast for all or any resolutions and determine the manner appropriate for the casting of direct votes.

If such a determination is made by the Directors, the notice of meeting will include information on the application of direct voting.

(3) Nominations for election to the office of Director (new Rule 39.13)

Rule 40.13 of the existing constitution allows the Company to accept the nomination of Directors no later than 15 Business Days before the date of the general meeting at which the Director will be elected or re-elected.

In order to ensure that the Company has sufficient time to conduct all necessary probity checks and undertake other due diligence as required under the Listing Rules and current standards of good governance, this provision has been amended so as to be more consistent with market practice. Accordingly the new provision provides that where the Company is listed Directors shall accept nominations for Directors up to 35 Business Days before the general meeting at which the motion to appoint the relevant Director is to be put, and 30 Business Days where the relevant general meeting is being held at the request of Shareholders.

Where the Company is not listed, nominations will be accepted up until 25 Business Days before the relevant meeting.

(4) Directors’ meetings (Rule 45)

In order to provide Directors with as much flexibility to conduct the business of the Board as quickly and efficiently as possible:

a. the quorum for Directors’ meetings has been reduced from three (3) Directors (as is the case under the existing Constitution) to two (2) Directors; and
b. circulating resolutions – being binding written resolutions of the Board made other than at a formal Board meeting, will now be valid if executed by 75% of the Board as opposed to 100% of the Board as is the case under the existing Constitution.

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(5) Restricted securities (new Rule 82)

The Proposed Constitution complies with the proposed changes to ASX Listing Rule 15.12 which came into effect in December 2019. Under this change, ASX requires certain more significant holders of restricted securities and their controllers (such as related parties, promoters, substantial holders, service providers and their associates) to execute a formal escrow agreement in the form appearing as Appendix 9A to the Listing Rules.

However, for less significant holdings (such as non-related parties and non-promoters), ASX will instead permit the Company to issue restriction notices to holders of restricted securities in the form of a new Appendix 9C advising them of the restriction rather than requiring signed restriction agreements.

(6) Takeover approval provisions (new Rule 76)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to section 648G of the Corporations Act the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the requirements of the Corporations Act.

2. Information required by section 648G of the Corporations Act

(1) Effect of Takeover approval provisions (new Rule 76)

Where offers have made under a proportional off-market bid in respect of a class of securities in the Company, the registration of the transfer giving effect to a contract resulting from acceptance of an offer made under such a proportional off-market bid, is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

(2) Reasons for Takeover approval provisions (new Rule 76)

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all of their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

(3) Knowledge of any acquisition proposals

As at the date of this Notice, the Directors are not aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

(4) Potential advantages and disadvantages of the Takeover approval provisions (new Rule 76)

The Directors consider that the Takeover approval provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation as to whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the Takeover approval provisions for Shareholders include:

a. the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
b. assisting in preventing Shareholders from being locked in as minorities;
c. increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
d. each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders, which may assist in deciding whether to accept or reject an offer under the takeover bid.

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The potential disadvantages of the proportional takeover provisions for Shareholders include:

a. proportional takeover bids may be discouraged;
b. lost opportunities to sell a proportion of their Shares at a premium; and
c. the likelihood of a proportional takeover bid succeeding may be reduced.

3. Board recommendation

The Directors do not believe that the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provisions in the Proposed Constitution are in the interests of Shareholders, and unanimously recommended that Shareholders vote in favour of Resolution 6.

Resolution 7 - Approval to Issue an Additional 10% of the Issued Capital of the Company Over a 12 Month Period Pursuant to Listin g Rule 7.1A

1. Introduction

Pursuant to Resolution 7, the Company is seeking Shareholder approval to issue an additional 10% of its issued capital over a 12-month period pursuant to Listing Rule 7.1A. If passed, this Resolution will allow the Company to allot and issue up to the number of new equity securities calculated in accordance with Listing Rule 7.1A.2 (the 7.1A Placement Shares ), each at an issue price of at least 75% of the VWAP for the Company’s equity securities in that class (calculated over the last 15 days on which trades in the equity securities in that class are recorded immediately before the date on which the price at which the relevant 7.1A Placement Shares are to be issued is agreed, or if the 7.1A Placement Shares are not issued within five trading days of that date, the date on which the 7.1A Placement Shares are issued) (the Issue Price ).

This approval is sought pursuant to Listing Rule 7.1A, under which small and mid-cap listed entities that meet the eligibility threshold and have obtained the approval of their ordinary shareholders by Special Resolution at their annual general meeting, are permitted to issue an additional 10% of the issued capital over a 12-month period from the date of the annual general meeting (the Additional 10% Placement ).

The Additional 10% Placement under Listing Rule 7.1A is in addition to the ability of the Company to issue 15% of its issued capital without Shareholder approval over a 12-month period pursuant to Listing Rule 7.1. The Company may issue the 7.1A Placement Shares to raise additional cash funds for the Company (further details of which are set out below).

Funds raised from the issue of 7.1A Placement Shares, if undertaken, would be applied towards the acquisition of new assets or investments (including expenses associated with such acquisitions), continued exploration and feasibility study expenditure on the Company’s current assets and general working capital.

The Directors unanimously recommend that Shareholders vote in favour of this Special Resolution.

2. Listing Rule 7.1A

Eligibility

An entity is eligible to undertake an Additional 10% Placement if at the time of its Annual General Meeting it has a market capitalisation of $300 million or less and it is not included in the S&P/ASX300 Index ( Eligible Entity ).

For illustrative purposes only, on 2 December 2020, the Company’s market capitalisation was approximately $74.44 million based on the closing market price of the Shares on that date. The calculation of market capitalisation will be based on the closing market price of the Shares, on the last trading day on which trades in the Shares were recorded before the date of the Annual General Meeting, multiplied by the number of Shares on issue (excluding restricted securities and securities quoted on a deferred settlement basis).

The Company is also not included in the S&P/ASX300 Index as at the time of this Annual General Meeting, however, it should be noted that the S&P/ASX300 Index is rebalanced twice a year in March and September. The Company is therefore an Eligible Entity and able to undertake an Additional 10% Placement under Listing Rule 7.1A. In the event that the Company for any reason ceases to be an Eligible Entity after the Company has already obtained Shareholder approval pursuant to this Resolution, the approval obtained will not lapse and the Company will still be entitled to issue the 7.1A Placement Shares during the 12-month period following this AGM.

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Shareholder Approval by Special Resolution

The ability to issue the 7.1A Placement Shares is conditional upon the Company obtaining Shareholder approval by way of a Special Resolution passed at the Meeting. A Special Resolution is a resolution passed by at least 75% of the votes cast by members entitled to vote on the Resolution. Pursuant to Listing Rule 7.1A, no 7.1A Placement Shares will be issued until and unless this Special Resolution is passed at the Meeting.

3. Formula for calculating 10% Placement Facility – Listing Rule 7.1A.2

Listing Rule 7.1A2 provides that Eligible Entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the date of the annual general meeting, a number of the equity securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:

plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

plus the number of partly paid shares that became fully paid in the 12 months; and

plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;

less the number of fully paid shares cancelled in the 12 months.

Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%

E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

4. Listing Rules 7.1 and 7.1A

The ability of an entity to issue the equity securities under Listing Rule 7.1A is in addition to the entity’s 15% capacity under Listing Rule 7.1.

At the date of this Notice of Meeting, the Company has on issue 975,578,727 Shares. If this Resolution is passed the Company will have the capacity to issue the following equity securities immediately following the Meeting:

(1) 146,336,809 equity securities under Listing Rule 7.1; and
(2) subject to Shareholder approval being obtained under this Resolution, a further 97,557,873 7.1A Placement Shares under Listing Rule 7.1A.

The actual number of 7.1A Placement Shares that the Company will have the capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the 7.1A Placement Shares in accordance with the formula prescribed in Listing Rule 7.1A.2 (and set out below).

5. Information to be given to ASX – Listing Rule 7.1A.4

If Resolution 7 is passed and the Company issues any 7.1A Placement Shares under Listing Rule 7.1A, the Company will give to ASX:

(1) a list of allottees of the 7.1A Placement Shares and the number of the 7.1A Placement Shares allotted to each placee (this list will not be released to the market); and
(2) details of the proposed issue of equity securities in the form of, or accompanied by, an Appendix 3B and/or Appendix 2A as appropriate.

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6. Specific Information required by Listing Rule 7.3A

Listing Rule 7.3A sets out the requirements for notices of meeting at which shareholder approval is sought for the additional capacity to issue equity securities under Listing Rule 7.1A. For the purposes of Listing Rule 7.1A the Company advises as follows:

1. Period of time for which approval granted under Listing Rule 7.1A will be valid– Listing Rule 7.3A.1 If this Resolution is passed, Shareholder approval for the Additional 10% Placement will be valid from the date of the Meeting until the earlier to occur of:

(1) the date that is 12 months after the date of the Meeting; or
(2) the date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking); or
(3) such longer period if allowed by ASX.

Accordingly, if Shareholders give approval for the issue of the 7.1A Placement Shares pursuant to this Resolution, then that approval will expire on 18 January 2022 unless Shareholder approval is granted pursuant to Listing Rules 11.1.2 or 11.2 prior to that date.

2. Minimum Price of securities issued under Listing Rule 7.1A – Listing Rule 7.3A.2 Pursuant to and in accordance with Listing Rule 7.1A.3, the 7.1A Placement Shares issued pursuant to an approval under Listing Rule 7.1A must have an issue price of not less than 75% of the VWAP for the equity securities over the 15 trading days immediately before:

(1) the date on which the price at which the 7.1A Placement Shares are to be issued is agreed; or

(2) if the 7.1A Placement Shares are not issued within five trading days of the date in paragraph (1) above, the date on which the 7.1A Placement Shares are issued.

The Company will disclose to the ASX the issue price on the date of issue of the 7.1A Placement Shares.

3. Purpose – Listing Rule 7.3A.3 As noted above, the purpose for which the 7.1A Placement Shares may be issued includes the raising of funds to be applied towards the acquisition of new assets or investments (including expenses associated with such acquisitions), continued exploration and feasibility study expenditure on the Company’s current assets and general working capital.

4. Risk of Economic and Voting Dilution – Listing Rule 7.3A.4 As provided by Listing Rule 7.3A.2, if this Resolution is passed and the Company issues the 7.1A Placement Shares, there is a risk of economic and voting dilution to the existing Shareholders. The Company currently has on issue 975,578,727 Shares. Subject to the passing of this Special Resolution, the number of Shares that the Company could issue pursuant to Listing Rule 7.1A will be 97,557,873 (however, it is important to note that the exact number of 7.1A Placement Shares which may be issued will be calculated in accordance with the formula contained in Listing Rule 7.1A.2, details of which are set out above). Any issue of the 7.1A Placement Shares will have a dilutive effect on existing Shareholders.

There is a specific risk that:

(1) the closing market price for the Company’s equity securities may be significantly lower on the date of the issue of any 7.1A Placement Shares than it is on the date of the Meeting; and
(2) the 7.1A Placement Shares may be issued at a price that is at a discount to the closing market price for the Company’s equity securities on the issue date,

which may have an effect on the amount of funds raised by the issue or the value of the 7.1A Placement Shares.

As required by Listing Rule 7.3A.2, Table 2 below shows the potential economic and voting dilution effect, in circumstances where the issued share capital has doubled and the closing market price of the shares has halved. Table 2 also shows additional scenarios in which the issued share capital has increased (by both 50% and 100%) and the closing market price of the Shares has:

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(1) decreased by 50%; and
(2) increased by 100%.

Table 2:

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50% Decrease in Market Price – 100% Increase in Market Price
Current Market Price – $0.076
$0.038 – $0.152
10% Voting 10% Voting Capital 10% Voting Capital
Capital Raised
Dilution Dilution Raised Dilution Raised
Present Issued
Share Capital 97,557,873 $3,707,199 97,557,873 $7,414,398 97,557,873 $14,828,797
975,578,727
50% Increase in
Share Capital 146,336,809 $5,560,799 146,336,809 $11,121,597 146,336,809 $22,243,195
1,463,368,091
100% Increase
in Share Capital 195,115,745 $7,414,398 195,115,745 $14,828,797 195,115,745 $29,657,593
1,951,157,454
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Assumptions and Explanations for Table 2

a. The closing market price is $0.076, based on the closing market price of the Shares on ASX on 2 December 2020.
b. The above table only shows the dilutionary effect based on the issue of the 7.1A Placement Shares (assuming only Shares are issued), and not any Shares issued under the 15% capacity under Listing Rule 7.1.
c. The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. It shows the number of shares that the Company’s share capital will increase by.
d. The Company issues the maximum number of 7.1A Placement Shares.
e. The issued Share capital has been calculated in accordance with the formula in Listing Rule 7.1A.2 as at 2 December 2020.
f. The issue price of the 7.1A Placement Shares used in the table is the same as the closing market price and does not take into account the discount to the closing market price (if any).
g. The table above does not show the potential dilutionary effect to a particular shareholder.

5. Company’s Allocation Policy – Listing Rule 7.3A.5

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue of the 7.1A Placement Shares. The identity of the allottees of 7.1A Placement Shares will be determined on a case-by-case basis having regard to a number of factors including but not limited to the following:

(1) the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issue in which existing shareholders can participate;
(2) the effect of the issue of the 7.1A Placement Shares on the control of the Company;
(3) the financial situation and solvency of the Company; and
(4) advice from corporate, financial and broking advisers (if applicable).

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The allottees of the 7.1A Placement Shares have not been determined as at the date of this Notice but may include existing substantial Shareholders and new Shareholders who are not related parties or associates of a related party of the Company.

Furthermore, if the Company is successful in acquiring new assets or investments for which 7.1A Placement Shares are issued as consideration, it is likely that the allottees of some of the 7.1A Placement Shares will be the vendors of the new assets or investments.

6. Voting Exclusion Statement – Listing Rule 7.3A.7

The Company currently has no specific use identified for the 10% placement capacity sought pursuant to Listing Rule 7.1A. Accordingly, no Voting Exclusion statement has been included pursuant to Listing Rule 7.3A.7

7. Directors’ Recommendation

The Directors recommend that you vote in favour of this Special Resolution.

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Definitions

Terms used in this Explanatory Memorandum shall have the meanings ascribed to them and the Listing Rules or the Corporations Act as appropriate, unless otherwise defined below, or in the body of the Explanatory Memorandum. The following terms shall have the meanings ascribed to the below:

Advisory Resolution has the same meaning as when used in section 250R of the Corporations Act.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691.

BCP means Bizzell Capital Partners Pty Ltd.

BCP Engagement Letter means the agreement between BCP and the Company as evidenced by a letter dated 1 October 2020, pursuant to which BCP would act as lead manager and underwriter in connection with the Capital Raising, the material terms of which are summarised under 1. Background of the section of the Explanatory Memorandum dealing with Resolution 4.

BCP Fees means the fees payable to BCP for providing lead manager and underwriting services in respect of the Capital Raising as detailed under the heading Background in the section of the Explanatory Memorandum dealing with Resolution 4.

BCP Fee Options means those options to be issued to BCP pursuant to the BCP Engagement Letter.

BCP Fee Shares has the meaning given to it in 1. Background of the section of the Explanatory Memorandum dealing with Resolution 3 .

Board means the board of Directors of the Company.

Capital Raising means the Entitlement Offer and the Placement.

Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:

(a) a spouse or child of the member; or
(b) a child of the member’s spouse; or
(c) a dependant of the member or the member’s spouse; or
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or
(e) a company the member controls; or
(f) a person prescribed by regulations made pursuant to the Corporations Act.

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.

Entitlement Offer means the fully underwritten accelerated non-renounceable entitlement offer to eligible Shareholders of one (1) new Share for every six (6) Shares held at 7.00pm (AEST) on 14 October 2020, at an issue price of $0.08 together with one (1) free attaching new Option for every two (2) new Shares issued at an exercise price of $0.12 and an expiry date of 25 September 2023, to raise up to approximately $10,220,602, conducted pursuant to the Prospectus.

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

Key Management Personnel or KMP has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.

Listing Rules means the listing rules of ASX as amended, varied or replaced from time to time.

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Meeting or Annual General Meeting means the annual general meeting of the Company to be held on 18 January 2021.

Notice of Meeting or Notice means the Notice of Meeting convening the Meeting and this Explanatory Memorandum.

Ordinary Resolution means a Resolution passed by more than 50% of the votes cast at a general meeting of Shareholders.

Option means an option to subscribe for Shares granted by the Company.

Placement means the private placement to Sophisticated and Professional Investors of approximately $6 million (before costs) worth of Placement Shares along with one (1) Placement Option for every two (2) Placement Shares subscribed for, announced to the ASX on 12 October 2020.

Placement Options means the Options issued pursuant to the Placement on the basis of one (1) Option for every two (2) Placement Shares issued, each with an exercise price of $0.12 and an expiry of 25 September 2023.

Placement Securities means the Placement Shares and the Placement Options.

Placement Shares means the fully paid ordinary Shares issued pursuant to the Placement at an issue price per Share of $0.08.

Placement Securities means the Placement Shares and the Placement Options.

Prospectus means the prospectus prepared by the Company in accordance with section 713 of the Corporations Act and setting out the terms of the offer is to be made as part of the Capital Raising, lodged by the Company and dated 12 October 2020.

Resolution means a resolution to be 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.

Sophisticated and Professional Investors means a person or entity to whom securities may be issued without disclosure in reliance neither section 708(8) or (11) of the Corporations Act as the case may be.

Special Resolution means a Resolution passed by more than 75% of the votes cast at a general meeting of Shareholders.

Tribeca means Tribeca Investment Partners Pty Ltd ACN 008 430 100.

Tribeca Note Facility means the $10 million convertible note facility provided to the Company by Tribeca which was repaid in full on 3 November 2020 .

Use of Funds means each of the following:

(a) to pay out the Tribeca Note Facility; and

(b) to provide general working capital including the payment of creditors and the costs of the Capital Raising.

VWAP means volume weighted average price.

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Karl Schlobohm (the 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: [email protected]

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Schedule 1 – Option Terms

The terms of the Options, as described in the Prospectus are set out below.

(1) The Options shall be issued for no cash consideration.
(2) The exercise price of each Option is $0.12 (the Exercise Price ).
(3) The Options will expire on 25 September 2023 (the Expiry Date ) unless earlier exercised.
(4) The Options will be listed on the ASX.
(5) The Options may be exercised at any time wholly or in part by delivering a duly completed form of notice of exercise (the Exercise Notice ) together with payment for the Exercise Price per Option to the Company at any time on or after the date of issue of the Options and on or before the Expiry Date. Payment may be made as directed by the Company from time to time, which may include by cheque, electronic funds transfer or other methods.
(6) The number of Options that may be exercised at one time must be not less than 25,000, unless the holder of the Option (the Option Holder ) holds less than 25,000 Options in which case all Options must be exercised at one time.
(7) Within 20 Business Days after the valid exercise of the Options and payment of the Exercise Price, the Company will:
(a) allot and issue the number of fully paid ordinary Shares ranking pari passu with the then issued Shares as required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company; and
(b) if admitted to the official list of ASX at the time, apply for Official Quotation on ASX of Shares issued pursuant to the exercise of the Options.
(8) Option Holders do not have any right to participate in new issues of securities in the Company made to Shareholders generally. The Company will, where and only to the extent required pursuant to the Listing Rules, provide Option Holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to Shareholders generally) to exercise the Options, in accordance with the requirements of the Listing Rules.
(9) Option Holders do not participate in any dividends unless the Options are exercised, and the resultant Shares of the Company are issued prior to the record date to determine entitlements to the dividend.
(10) In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
(a) the number of Options, the Exercise Price of the Options, or both will be reorganised (as appropriate) in a manner consistent with the Listing Rules as applicable at the time of reorganisation, but with the intention that such reorganisation will not result in any benefits being conferred on the Option Holders are not conferred on Shareholders; and
(b) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reorganisation of capital, in all other respects the terms for the exercise of the Options will remain unchanged.
(11) If there is a pro rata issue (except a bonus issue), the Exercise Price of Option may be reduced according to the following formula:

On = O - E [P - (S + D)]

N + 1 where,

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On is the new exercise price of the Option;

O is the old exercise price of the Option;

E is the number of underlying securities into which one Option is exercisable;

P is the volume weighted average market price per security of the underlying securities during the 5 trading days ending on the day before the ex-right date or the ex-entitlements date;

S is the subscription price for a security under the pro rata issue;

D is dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue); and

N is the number of securities with rights or entitlements that must be held to receive a right to one new security.

(12) If there is a bonus issue to the Shareholders of the Company, the number of Shares over which the Option is exercisable may be increased by the number of Shares which the Option Holder would have received if the Option had been exercised before the record date for the bonus issue.
(13) The terms of the Options shall only be changed if Shareholders (whose votes are not to be disregarded) of in the Company approve of such a change. However, unless all necessary waivers of the Listing Rules are obtained, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options.
(14) The Company intends to apply for listing of the Options on the ASX.

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Schedule 2 – Employee Share Option Plan

Terms and Conditions of the Plan

1. Interpretation

1) Terms used herein shall have the meanings ascribed to them in ASIC Class Order [CO14/1000] or the Corporations Act as the case may be, unless otherwise defined in the body of this Schedule below or below:

Application Form means a duly completed and executed application for the issue of Options made by an Eligible Participant or Permitted Nominee in respect of an Offer, in the form approved by the Board from time to time.

ASIC means the Australian Securities and Investment Commission.

Associated Body Corporate of an issuer means:
a) a body corporate that is a related body corporate of the issuer; or
b) a body corporate that has voting power in the issuer of not less than 20%; or
c) a body corporate in which the issuer has voting power of not less than 20%.

ASX means ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the board of directors of the Company as constituted from time to time.

Borrower means an Eligible Participant and, where appropriate, a Permitted Nominee, who elects to exercise whole or part of the Loan Options granted to him or her and makes a request for the Company to provide a Loan and, in the event of his or her death after the grant to him or her of a Loan, his or her executors, administrators or other legal personal representatives;

Business Day means a day on which banks are open for business in Queensland.

Certificate means the certificate issued by the Company to a Holder in respect of an Option.

Change of Control Event means a shareholder, or a group of associated shareholders, becoming entitled to sufficient Shares to give it or them the ability, and that ability is successfully exercised, in general meeting, to replace all or a majority of the Board.

Class Order means ASIC Class Order [CO14/1000].

Company means DGR Global Limited ACN 052354 837 and any Associated Body Corporate.

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company from time to time but does not include a person who is only a director by virtue of being an alternate director.

Eligible Executive Options means options granted to an Eligible Participant pursuant to an exemption in section 708 of the Corporations Act whose terms are consistent with the terms of these Rules.

Eligible Participant means an eligible participant for the purposes of the Class Order.

Eligible Products means an eligible product for the purposes of the Class Order.

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Equity Interests has the meaning ascribed to that term in the Listing Rules and as set out in the latest accounts provided to the ASX under the Listing Rules.

Exercise Price means, in relation to an Option, the price per Share, determined in accordance with Rule 8, payable by a Holder on exercise of the Option respect of the Option which, if the Company is listed at that time, shall not be less than the minimum exercise price permitted by the Listing Rules.

Expiry Date means, in relation to an Option, the expiry date stated in the Certificate.

General Rules means Rules 1 to 26 (inclusive) of this Plan.

Holder means, in relation to an Option, the person (whether an Eligible Participant, a Permitted Nominee or their legal personal representative) entered in the Company's register of options as the holder of that Option.

Issue Date means, in relation to an Option, the date on which the Company grants that Option.

Listing Rules means the Official Listing Rules of ASX as amended, varied, modified or waived from time to time.

Loan means the amount of money lent to the Holder as approved under Rule 15.

Loan Approver has the meaning given in Rule 15 2).

Loan Invitation has the meaning given in Rule 15 1).

Loan Options means any Option and any option to acquire a Share held by an Eligible Participant or their Permitted Nominee, to which Eligible Participant or Permitted Nominee the Company has made a Loan for the purposes of subscribing for Shares on the exercise of the Loan Options.

Loan Scheme means the employee loan scheme as set out in Rules 15 to 26.

Loan Shares means those Shares issued to the Borrower using funds provided from a Loan that has not yet been repaid.

Market Value means:

a) the average closing sale price of the Shares recorded on the stock market of ASX over the 10 trading days immediately preceding the day on which the Board resolves to offer an Option; or
b) in circumstances where there has been no trading in the Shares during the 10 trading days immediately preceding the day on which the Board resolves to offer an Option, the last sale price recorded on the stock market of ASX.

Offer means an offer of Eligible Products to an Eligible Participant in accordance with Rule 6.

Offer Document means an eligible participant for the purposes of the Class Order.

Official Quotation has the meaning ascribed to it in the Listing Rules.

Option means an option to acquire a Share as issued pursuant to these Rules, or an Eligible Executive Option brought under the operation of these Rules with the consent of the Option Holder, as the case may be.

Partial Loan Repayment Amount means the portion of the balance of any amount outstanding in respect of a Loan which the Borrower wishes to repay, as specified in a Partial Loan Repayment Request.

Partial Loan Repayment Approval Notice has the meaning given in Rule 19 3).

Partial Loan Repayment Request has the meaning given in Rule 19 2).

Partial Release Loan Shares has the meaning given in Rule 19 4) a).

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Permitted Nominee means:

a) an immediate family member of the Eligible Participant;
b) a company whose members comprise no persons other than the Eligible Participant or immediate family members of the Eligible Participant;
c) a corporate trustee of a self-managed superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993 ) where the Eligible Participant is a director of the trustee; or
d) a person or entity permitted by the Board, pursuant to Rule 7 2) of the Rules, to accept an Offer of Eligible Products made to an Eligible Participant in place of the Eligible Participant PROVIDED THAT the issue of Eligible Products of that person would not result the Class Order not applying to the issue of Eligible Products under the Plan.

Plan means the DGR Global Limited Employee Share Option Plan established in accordance with these Rules.

Rules means the rules contained in this Plan as amended from time to time.

Secretary means the secretary of the Company from time to time.

Share means a fully paid ordinary share in the issued share capital of the Company.

Shareholder means the person or entity registered in the Company’s register of members as the legal holder of Shares at the relevant time.

Takeover Bid has the meaning given to that term in the Corporations Act.

Total and Permanent Disablement means that the Eligible Participant has, in the opinion of the Board, after considering such medical and other evidence as is reasonable, become incapacitated to such an extent as to render the Eligible Participant unlikely to ever be able to engage in any occupation for which he is reasonably qualified by education, training or experience.

Trading Policy means any Company securities trading policy, as amended from time to time.

Trust means an employee share trust established by the Company, which is governed by the Trust Deed.

Trust Deed means the document governing the creation and administration of a Trust.

Trustee means the trustee from time to time of the Trust.

Unvested means an Option that is not yet capable of being exercised.

Vested means an Option that is capable of being exercised.

Vesting Date means the vesting date stated in the Certificate being the date on which an Option becomes capable of being exercised.

Voting Power has the meaning given to that term in the Corporations Act.

2) In these Rules, unless the contrary intention appears:
a) a reference to these Rules or another instrument includes any variation or replacement of either of them;
b) the singular imports a reference to the plural and vice versa;

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c) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
d) a reference to the Shares comprised in the Options is a reference to the Shares for which the Holder for the time being has the option to subscribe for by reason of the grant to the Holder of the Options, including any Shares resulting from an adjustment made pursuant to these Rules;
e) a reference to an offer, issue or distribution to the shareholders of the Company generally is a reference to an offer, issue or distribution to the generality of the holders for the time being of Shares, whether or not including holders of other securities issued by the Company and whether or not including persons in particular places outside Australia or other minority groups who may for good reason be excluded from participation;
f) headings are for convenience and do not affect the interpretation of these Rules;
g) a reference to a person includes a reference to the person’s legal personal representatives, executors, administrators and successors, a firm or a body corporate; and
h) where any calculation or adjustment made under these Rules produces a fraction of a cent or a fraction of a Share, the fraction will be eliminated by rounding to the nearest whole number favourable to the Holder.

2. Name of Plan

This Plan shall be called the "DGR Global Limited Employee Share Option Plan".

3. Establishment and Termination of the Plan

1) The Board may establish and administer the Plan in accordance with the terms and conditions set out in these Rules and otherwise as it determines from time to time in its absolute discretion.
2) The Board may terminate the Plan, or suspend its operation for any period it considers desirable, at any time that it considers appropriate.
3) The Board may not issue any further Eligible Products pursuant to:
a) this Plan after the Plan has been terminated; or
b) in reliance on this Plan if it is determined that, or the Board has reasonable grounds to suspect that, it does not comply with the Class Order.

However, in the case of Options or rights, these Rules will continue to apply to those Eligible Products on issue at the date of such termination until the last of those rights lapses or is exercised.

4) The Board may not grant any Loans after the Plan has been terminated. However, these Rules will continue to apply, subject to any variation in accordance with Rule 9, to Loans on issue at the date of such termination until the last of those Loans is repaid in accordance with these Rules.
5) The Board may implement a Trust for the purposes of acquiring, delivering and holding Shares on behalf of Eligible Participants or their Permitted Nominees who participate in the Plan.

4. Purpose of Plan

1) The purpose of this Plan is to:
a) recognise the ability and efforts of the employees, officeholders and appropriate contractors of the Company who have contributed to the success of the Company;

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b) provide an incentive to the employees to achieve the long term objectives of the Company and improve the performance of the Company; and
c) attract persons of experience and ability to employment with the Company and foster and promote loyalty between the Company and its employees and officeholders.

5. Eligibility

1) Subject to these Rules, the Board may from time to time determine that any Eligible Participant is entitled to participate in the Plan and the extent of that participation. Prior to making that determination, the Board must consider:
a) the seniority of the relevant Eligible Participant and the position the Eligible Participant occupies within the Company;
b) the length of service of the Eligible Participant with the Company;
c) the potential contribution of the Eligible Participant to the growth of the Company;
d) the extent (if any) of the existing participation of the Eligible Participant (or any Permitted Nominee in relation to that Eligible Participant) in the Plan; and
e) any other matters which the Board considers relevant, including those matters addressed in the Class Order or ASIC Regulatory Guide 49 Employee incentive schemes or any regulatory instrument or guidance which replaces, amends or adds to either of them.
2) The Board may exercise its powers in relation to the participation of any Eligible Participant on any number of occasions.

6. Offer of Eligible Products

1) Subject to these Rules and to the Listing Rules, the Company (acting through the Board) may offer Eligible Products to any Eligible Participant at such times and on such terms as the Board considers appropriate, provided the Offer:
a) is in writing;
b) contains the name and address of the Eligible Participant;
c) attaches a copy of this Plan; and
d) sets out details of:
- i. the type or class of Eligible Products offered;
- ii. the number of Eligible Products offered; and
- iii. the terms of issue of any Eligible Products; and
e) in the case of Options or rights being offered:
- i. the exercise price of each Option or right (or where the exercise price is determinable at some time in the future by reference to a formula, the equivalent price (in Australian dollars) were that formula applied as at the date of the Offer);
- ii. the vesting date or vesting conditions of the Options or rights (if relevant); and
- iii. an explanation of the way in which the Company will during the offer period, within a reasonable period of the Eligible Participant so requesting, make available to the Eligible

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Participant, the current market price of the Shares which would be issued on the exercise of the Option or right, or any information relevant to calculating the exercise price referred to in Rule 6 1) e) ii above, if referenced to a formula.

2) At the time of making the Offer, the Company may invite an Eligible Participant to apply for a Loan to fund the Exercise Price on Loan Options by providing the Eligible Participant with a Loan Invitation in accordance with Rule 15.
3) No monies are payable by an Eligible Person for a grant of an Option or right, unless the Board decides otherwise.
4) Certificates will be dispatched within 10 Business Days after their Issue Date.
5) Notwithstanding anything else in this Plan, the Board may only offer to issue Eligible Products pursuant to this Plan if the Company:
a) has provided ASIC with a notice that it is relying upon the Class Order with respect to this Plan;
b) has issued an Offer Document pursuant to which the Company offers to issue Eligible Products pursuant to this Plan;
c) has complied with Rule 10; and
d) has complied with any other requirements necessary in order to rely on the Class Order.

7. Accepting Offers

1) Upon receipt of an Offer, an Eligible Participant may, within the period specified in the Offer:
a) accept the whole or any lesser number of Eligible Products offered by giving to the Company an Application Form; or
b) nominate a nominee in whose favour the Eligible Participant wishes to renounce the Offer by notice in writing to the Board. The Board may, in its absolute discretion, resolve not to allow such renunciation of an Offer in favour of a nominee without giving any reason for such decision.
2) Upon:
a) receipt of the Application Form referred to in Rule 7 1) a); or
b) the Board resolving to allow a renunciation of an Offer in favour of a nominee ( Permitted Nominee ) and the Permitted Nominee accepting the whole or any lesser number of Eligible Products offered by giving the Company an Application Form,

the Eligible Participant or the Permitted Nominee, as the case may be, will be taken to have agreed to be bound by these Rules and will be granted Eligible Products subject to these Rules. If Rule 7 2) applies, the Loan Invitation will be withdrawn from the Eligible Participant and made to the Permitted Nominee. The Board may make it a condition of any Offer already Loan Invitation extended to a Permitted Nominee that the Permitted Nominee execute any documents which the Board is satisfied will ensure that the Permitted Nominee is bound by these Rules.

3) If Eligible Products are issued to a Permitted Nominee or an Eligible Participant, the Eligible Participant must, without limiting any provision in these Rules, ensure that the Permitted Nominee complies with these Rules.

8. Exercise Price

The method of determining the Exercise Price of each Option will be determined by the Board having regard to the Market Value of the Shares when it resolves to offer the Option.

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9. Amendment to the Rules and the Terms of Loans or Options

The Board may, subject to the Listing Rules:

1) alter, delete or add to these Rules at any time (save for the provisions of Rule 10);
2) amend the terms of any Options all rights already granted under these Rules, with the approval of the Holder; and
3) amend the terms of any Loans already granted under these Rules, with the approval of the Borrower.

10. Number of Eligible Products to be Issued

The Company shall not offer or issue any Eligible Products to any Eligible Participant or Permitted Nominee pursuant to this Plan, if the total number of Shares which may be issued as a result (the First Offer ), when aggregated with the number of Shares which have been issued or which may be issued as a result of offers made pursuant to an employee incentive scheme:

1) or like scheme of the Company or an associated body corporate in reliance on the Class Order or an individual instrument made by ASIC in similar terms to the Class Order; or
2) or employee share scheme of the Company in reliance on ASIC Class Order [CO 03/184] or individual instrument made by ASIC in similar terms to that class order,

at any time during the three years prior to the time of the making of the First Offer, would exceed 5% of the total number of issued Shares at the time of the making the First Offer.

11. Powers of the Board

1) The Plan shall be administered by the Board who shall have the power to:
a) determine procedures from time to time for administration of the Plan consistent with these Rules;
b) resolve conclusively all questions of fact or interpretation arising in connection with the Plan; and
c) delegate to any one or more persons for such period and on such conditions as the Board may determine to exercise any of the Board's powers or discretions arising under the Plan.

12. Notices

Notices may be given by the Company to any Holder or other Eligible Participant either personally or by sending by post to his or her address as noted in the Company's records or to the address (if any) within the Commonwealth of Australia supplied by him or her to the Company for the giving of notices. Notices for any overseas Holders or Eligible Participant shall be forwarded and posted by air. Where a notice is sent by post the notice shall be deemed to be served on the day after posting. The signature of any notice may be given by any Director or secretary of the Company. A notice of exercise shall not be deemed to be served on the Company until actually received.

13. No Compensation or Damages

1) The rights and obligations of any Holder or other Eligible Participant under the terms of his or her employment with the Company are not affected by his or her participation in the Plan.
2) These Rules do not form part of, and will not be incorporated into, any contract of engagement or employment between a Holder or other Eligible Participant and the Company.
3) No Holder or other Eligible Participant has any rights to compensation or damages as a result of the termination of his or her employment, so far as those rights arise or may arise from the Holder or other Eligible Participant ceasing to have rights under the Plan as a result of the termination.

14. Governing Law

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This Plan and the issue of any Eligible Products (including the grant of any Options all rights) under it are governed by the laws of Queensland and the Commonwealth of Australia.

Specific Rules relating to Loans made by the Company to Eligible Participants under the Plan

15. Grant of Loans

1) Subject to Rule 15 7), the Company may invite any Eligible Participant or if Rule 7 2) applies, any Permitted Nominee to make a written application (in the form as may be prescribed by the Company) to the Company for a Loan to fund the exercise of the Loan Options ( Loan Invitation ).

The invitation to an Eligible Participant or Permitted Nominee to apply for a Loan may be made at the time of making an Offer for Options pursuant to Rule 6, or at such other time that the Company determines.

2) A written application for a Loan must be addressed to, in the case of Permitted Nominees and employees that are not Directors, the chief executive officer of the Company, and in the case of Directors, the Board ( Loan Approver
3) If:
a) the Loan Options are Eligible Executive Options, the written application for a Loan referred to in Rule 15 2) must also include the consent of the Holder for the Eligible Executive Options to be brought under these Rules; and
b) the Loan Options are not Eligible Executive Options or were not issued pursuant to this Plan, the written application for a Loan referred to in Rule 15 2) must also include the agreement of the Holder to comply with the Loan Scheme.
4) The Loan Approver will determine whether the Company should grant the Loan after considering the following matters:
a) the seniority of the relevant Eligible Participant and the position the Eligible Participant occupies within the Company;
b) the length of service of the Eligible Participant with the Company;
c) the potential contribution of the Eligible Participant to the growth of the Company;
d) any Loans already granted to the Eligible Participant, or Permitted Nominee as the case may be (if any);
e) (the current sale price of Shares as listed on the ASX as compared to the exercise price of the Loan Options proposed to be exercised); and
f) any other matters which the Loan Approver considers relevant including any aspect of the Class Order or ASIC Regulatory Guide 49 – Employee incentive scheme .

If the applicant for a Loan is a Permitted Nominee, the Loan Approver shall consider the matters set out in paragraphs (a) to (d) above as they apply to the Eligible Participant to whom the initial Offer of Loan Options, that was then accepted by the Permitted Nominee, was made.

5) If the Loan is approved, the Company will grant the Eligible Participant or Permitted Nominee as the case may be, a Loan for an amount of the combined exercise price of all the Loan Options intended to be exercised, such Loan to be used solely to fund the exercise of those Loan Options.
6) The Loan referred to in Rule 15 5) shall be provided to the Eligible Participant or Permitted Nominee:
a) at the time of exercise of the Loan Option, subject to Rule 15 9);

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b) for the sole purpose of funding the exercise of the Loan Options; and
c) in accordance with these Rules and the Borrower agrees to comply with these Rules or the Loan Scheme only, as the case may be.
7) The exercise of any Loan Options must be in compliance with and is subject to, the terms of issue of the relevant Loan Options.
8) The maximum amount to be lent to a Borrower who comes within Listing Rule 10.1 must not be equal to or exceed 5% of the Equity Interests in the Company, unless shareholder approval has been obtained under Listing Rule 10.1.
9) The Company may only grant Loans to an Eligible Participant or Permitted Nominee as the case may be, where the volume weighted average price of Shares as listed on the ASX over the 20 days prior to the grant of the Loan is greater than the exercise price of the Loan Options proposed to be exercised by that Eligible Participant or Permitted Nominee.

16. No Interest on Loans

No interest will be payable in respect of the Loan.

17. Repayment

1) Subject to Rule 17 6), Rule 18 and 19, the Loan will mature and be repayable by the Borrower on the day four (4) years after the grant of the Loan ( Maturity Date ). If the Loan is not repaid in full within 14 days of the Maturity Date, the Company may, in its discretion, require the Borrower to sell some or all of the Loan Shares in respect of the matured Loan in accordance with Rule 20 3). The Board may extend the Maturity Date at its discretion. The Company will have no other recourse against the Borrower.
2) Whilst the Loan is not fully repaid, the Borrower irrevocably directs the Company to use:
a) all franked dividends;
b) one half of any unfranked dividend; and
c) any capital returns or other amounts attributable to shareholders,

in respect of the Loan Shares towards the reduction of the amount outstanding on the Loan in respect of those Loan Shares. Such repayment shall be used to reduce the amount outstanding in respect of each Loan Share covered by the Loan on a pro rata basis.

3) In the event the Company announces a renounceable rights issue and the Borrower elects to sell his or her rights in respect of any Loan Shares then half of the proceeds from the sale of such rights shall be paid to the Company by way of instalment payment of the Loan in respect of those Loan Shares.
4) The Borrower hereby irrevocably appoints the Secretary as his or her attorney in the name of and on behalf of himself or herself, to execute all documents and papers and do such things as the attorney thinks fit for the purposes of satisfying and paying any instalment owing under the Loan to the Company pursuant to Rules 17 2) and 17 3). The Borrower agrees that the Secretary as attorney for the Borrower may, in complete satisfaction of each Loan instalment owing to the Company, negotiate over and endorse such negotiable instruments including cheques as may be receivable by the Borrower from the Company or any broker member of the ASX.
5) The Borrower may elect to arrange for the Loan to be repaid by instalments by way of deduction from the Borrower's salary where approved by, and on terms to be agreed with, the Board.
6) Notwithstanding anything else in these Rules, the total amount repayable by the Borrower to the Company in respect of the Loan, will be limited to the proceeds of sale of any Loan Shares purchased with the money advanced as part of the Loan, less any costs of their sale.

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18. Early Repayment of the Loan

1) The Borrower may elect to repay the entire balance of any amount outstanding in respect of the Loan at any time.
2) If the Borrower:
a) ceases to be employed by the Company or ceases to be a salaried Director (including by way of resignation, retirement, dismissal, redundancy or disqualification from office);
b) dies or suffers a permanent disability; or
c) becomes bankrupt,

then the Borrower (or in the event that the Borrower dies then the Borrower’s deceased estate), may elect, by serving written notice on the Company within 1 month (subject to Rule 18 3)) from the date of the happening of any of the events referred to above, to:

d) have the Company sell some or all of the Loan Shares in accordance with Rule 20 3) and apply the net proceeds of the sale in repayment of the Loan in accordance with Rule 20 4); or
e) repay the outstanding amount on the Loan.
3) If the Borrower is a Permitted Nominee, the relevant person for the purposes of paragraphs above is the Eligible Participant to whom the initial Offer of Loan Options was made, that was accepted by the Permitted Nominee.
4) If the Borrower, and in the case of a Permitted Nominee the Eligible Participant to whom the initial Offer of Loan Options was made that was accepted by the Permitted Nominee, ceases to be an employee or officeholder because of his or her death, permanent disability or redundancy, the period of 1 month shall be extended to 6 months. The Board may in its sole discretion extend the period for the Borrower, or the Permitted Nominee as the case may be, to make the election referred to Rules 18 2) or 18 3) for as long as it sees fit.
5) In the event that the Borrower or Permitted Nominee as the case may be, fails to make an election within the time period specified in Rule 18 2) as may be extended under Rule 18 3), the Borrower (or the Borrower’s estate as the case may be) will be deemed to have elected to have the Company sell some or all of the Loan Shares in accordance with Rule 18 2) d).
6) At any time 12 months after the grant of the Loan, the Borrower may inform the Secretary that it wishes to sell some or all of the Loan Shares. Upon receipt of this request in writing and approval by the Board, the Secretary will, subject to the Company's Trading Policy that may exist from time to time and Rule 18 5), sell the Shares in accordance with Rule 20 3) and apply the net proceeds of the sale in accordance with Rule 20 4).
7) The Board may refuse to comply with a request to sell the Loan Shares from the Borrower where the sale of the Loan Shares would be likely to lead to the net proceeds from the sale being less than the outstanding Loan amount in respect of the Loan Shares being sold.

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19. Partial Repayment of the Loan

1) This Rule 19 applies where the Borrower wishes to repay some (but not all) of the balance of any amount outstanding in respect of the Loan. Where the Borrower wishes to repay all of the balance of any amount outstanding in respect of the Loan, Rule 18 1) will apply.
2) The Borrower may inform the Secretary in writing that it wishes to repay some of the balance of any amount outstanding in respect of the Loan at any time ( Partial Loan Repayment Request ). Upon receipt of a Partial Loan Repayment Request, the Board may approve or refuse the Partial Loan Repayment Request in its absolute discretion by written notice to the Borrower within one (1) month following the receipt of the Partial Loan Repayment Request. If the Board fails to notify the Borrower of its approval or refusal of the request within the specified time period, the Board will be deemed to have refused the Partial Loan Repayment Request.
3) If the Board notifies the Borrower of its approval of a Partial Loan Repayment Request within the time period specified in Rule 19 2) ( Partial Loan Repayment Approval Notice ), the Borrower must repay the Partial Loan Repayment Amount in full within 1 month following receipt by the Borrower of the Partial Loan Repayment Approval Notice. The Board may in its sole discretion extend the period for the Borrower to repay the Partial Loan Repayment Amount for as long as it sees fit.
4) In the event that the Borrower repays the Partial Loan Repayment Amount in full in accordance with Rule 19 3):
a) the number of Loan Shares calculated in accordance with the following formula (and rounded down to the nearest whole Share) will become “Partial Release Loan Shares” for the purposes of these Rules:

A = B x C/D

where:

A is the number of Partial Release Loan Shares;

B is the total number of Loan Shares to which the Loan relates immediately prior to the repayment of the Partial Loan Repayment Amount;

C is the Partial Loan Repayment Amount; and

D is the balance of all amounts outstanding in respect of the Loan (including, for the avoidance of doubt, any accrued and unpaid interest) immediately prior to the repayment of the Partial Loan Repayment Amount; and

b) the balance of Loan Shares which do not become Partial Release Loan Shares will remain Loan Shares for the purposes of these Rules.

20. Holding Lock and Power of Sale

1) Until such time as a Loan is repaid in full (in accordance with these Rules) unless otherwise determined by the Board in its discretion:
a) the Company will hold all Share certificates (if any) or statements of holding in respect of the Loan Shares (other than any Partial Release Loan Shares);
b) the Borrower must not mortgage, charge or otherwise encumber the Loan Shares (other than any Partial Release Loan Shares) until the Loan is repaid in full, unless it has first obtained the prior approval of the Board, which approval may be withheld at its absolute discretion;
c) the Borrower must not sell or transfer or attempt to sell or transfer the Loan Shares (other than any Partial Release Loan Shares) except in accordance with these Rules; and

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d) the Company may implement any procedure it considers appropriate to restrict the Borrower from having the Loan Shares (other than any Partial Release Loan Shares) transferred to another person including, without limitation, imposing a holding lock (as that term is defined in Chapter 19 of the Listing Rules) on all Loan Shares (other than any Partial Release Loan Shares) or arranging for the Loan Shares (other than any Partial Release Loan Shares) to be held in the Trust, and for so long as the restriction imposed remains in place, the Borrower will effectively be prevented from having the Loan Shares (other than any Partial Release Loan Shares) transferred to another person.
2) In the event that the Borrower breaches any of these Rules and (if such breach is capable of being remedied) fails to remedy such breach within 14 days of written notice, the Board may sell the Shares in accordance with Rule 20 3) and apply the net proceeds of the sale in accordance with Rule 20 4).
3) The Borrower hereby irrevocably appoints the Secretary as his or her attorney in the name of and on behalf of himself or herself, to execute all documents, transfers and papers and do such acts or things in the name of the Borrower as the attorney thinks fit for the purposes of:
a) giving effect to the sale of the Loan Shares referred to in Rules 17 1), 18 2) d), 18 5) and 20 2); and
b) apply the net proceeds of the sale of the Loan Shares in accordance with Rule 20 4).
4) If, after the Secretary sells the Loan Shares pursuant to Rule 20 3):
a) the net proceeds of the sale is less than or equal to the outstanding Loan amount owed by the Borrower in respect of such Loan Shares, the Loan shall be repaid using the amount of the net proceeds and the Loan will be deemed to be fully repaid at that point; or
b) the net proceeds of the sale is more than the outstanding Loan amount owed by the Borrower in respect of such Loan Shares, the Loan shall be repaid using the amount of the net proceeds of the sale and the Borrower shall be entitled to the excess of the net proceeds over the amount of the outstanding Loan amount at the time of the sale.
5) the Company and the Secretary will have complete discretion in respect of the sale of the Loan Shares under Rule 20 3) and will not be liable to the Borrower in respect of the timing of or price obtained on or any other circumstances relating to such sale.

21. Effect of Repayment of the Loan

Upon a Loan being fully repaid in accordance with these Rules:

1) the Loan Shares shall become the free and unencumbered property of the Borrower and no longer deemed to be Loan Shares under these Rules; and
2) the Company will deliver to the Borrower the share certificate(s) or holding statements (if any) in respect of the Loan Shares held by the Company.

22. Effect of Partial Repayment of the Loan

Upon a Partial Loan Repayment Amount being repaid in accordance with Rule 19 3):

1) the Partial Release Loan Shares will become the free and unencumbered property of the Borrower and no longer deemed to be Loan Shares under these Rules; and
2) the Company will deliver to the Borrower the share certificate(s) or holding statements (if any) in respect of the Partial Release Loan Shares held by the Company.

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23. Security for the Loan

Where requested by the Company, the Borrower agrees to grant to the Company a lien, share mortgage or any other security over the Loan Shares (other than any Partial Release Loan Shares) as security for the repayment of the Loan. The Borrower appoints the Secretary as his or her attorney to do all things required and to execute all documents necessary to affect this security over those Loan Shares and to enforce this security against the Borrower. The security shall be in the form as prescribed by the Company.

24. Rights under the Shares

1) Other than in respect of the restrictions contained in these Rules, the Loan Shares will rank pari passu with all other fully paid ordinary shares in the Company from the date of issue including in respect of all voting rights and rights under any reconstructions, rights issues and bonus issues.
2) In addition to these Rules, the Loan Shares will be subject to the Constitution.

25. Bonus Issues

If Shares are issued pursuant to a bonus issue by the Company during the period of the Loan in respect of Loan Shares subject to a Loan, then those bonus Shares will be deemed to also be acquired under the Loan and subject to the terms of these Rules.

26. Administration of the Loan Scheme

1) The Board may establish and administer the Loan Scheme in accordance with the terms and conditions set out in these Rules but otherwise as is determined from time to time in its absolute discretion.
2) The Board may terminate the Loan Scheme, or suspend its operation for any period it considers desirable, at any time it considers appropriate.
3) The Board may not grant any Loans after the Loan Scheme has been terminated. However, these Rules will continue to apply, subject to any variation in accordance with Rule 26 4), to Loans on issues at the date of such termination until the last of those Loan is repaid in accordance with these Rules.
4) Subject to the Listing Rules, the Board may at any time by resolution amend all or any of the provisions of these Rules (including this Rule). The Board may amend the terms of any Loans granted in accordance with these Rules with the approval of the Borrower for those Loans.

Specific Rules relating to Options issued under the Plan

27. Entitlement

1) Subject to Rule 30, each Option entitles the Holder acquire one (1) Share at the Exercise Price, on the Option terms.
2) The Company must issue or procure the transfer to for the benefit of the Holder ( allocate ) Shares on exercise of an Option in accordance with these Rules, subject to the Option terms.
3) Subject to these Rules, Shares allocated on the exercise of Options will rank pari passu with all existing Shares from the date of allocation under Rule 27 2) and will be entitled in full to those dividends which have a record date for determining entitlements after the date of allocation.
4) Any Loan Shares held by a Borrower will, in addition to any other relevant Rules in these Rules, be subject to Rules 15 to 26 which impose additional terms on the Loan Shares.

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28. Right to Exercise and Lapse of Options

1) Unless otherwise provided in these Rules and subject to Rule 28 3), an Option may only be exercised in accordance with this Rule 28 and provided the Holder is not otherwise prohibited from doing so (for example, under the terms of the Company’s Trading Policy).
2) If Options are issued with a Vesting Date, these Options may only be exercised on or after the Vesting Date has elapsed.
3) The Holder may request from the Company that their Options are sold to the Company’s nominated broker and on terms approved by the Company, instead of being exercised pursuant to these Rules.
4) If either the Company or the Eligible Participant terminates the Eligible Participant's employment or officeholding, then:
a) any Unvested Options immediately lapse; and
b) the Eligible Participant, or Permitted Nominee as the case may be, may exercise any Vested Options held by the Eligible Participant, or Permitted Nominee as the case may be, at any time prior to the earlier of the Expiry Date and the date which is 180 days from the date on which either the Company or the Eligible Participant terminated the employment.
5) If the employment or officeholding is terminated pursuant to section 203B of the Corporations Act:
a) any Unvested Options immediately lapse; and
b) such Eligible Participant, or Permitted Nominee as the case may be, may exercise any Vested Options held by the Eligible Participant, or Permitted Nominee as the case may be, at any time prior to the earlier of the Expiry Date and the date which is 30 days from the date on which the employment is terminated.
6) If the Holder dies or suffers Total and Permanent Disablement, then the Holder or his legal personal representative may exercise any Vested Options held by the Holder or his legal personal representative during the period of 180 days following the Holder's death or date of disablement but prior to the Expiry Date. During this period the Holder’s legal personal representative may:
a) elect to be registered as the new Holder of the deceased Holder's Options;
b) whether or not he becomes so registered, exercise those Options as if he were the Holder of them in accordance with these Rules; and
c) if the deceased Holder had already given the Company a notice of exercise of his or her Options, pay the Exercise Price in respect of those Options.

If the Holder is a Permitted Nominee, then the references to death, Total and Permanent Disablement and legal person representative in this rule are to those of the Eligible Participant to whom the initial Offer of Options, that was accepted by the Permitted Nominee, was made.

7) An Option will immediately lapse:
a) on exercise of the Option;
b) if the Option has not been previously exercised, on the Expiry Date;
c) at the end of the period referred to in Rule 28 3) if such rule applies to the Option;
d) at the end of the period referred to in Rule 28 4) if such rule applies to the Option;

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e) at the end of the period referred to in Rule 28 5) if such rule applies to the Option; or
f) upon the bankruptcy, commencement of winding up or deregistration of the Holder (as appropriate).

29. Method of Exercise of Options

1) Subject to these Rules, the terms of the Options and the terms of the Company’s Trading Policy, an Option which is Vested or otherwise capable of being exercised may be exercised at any time during the period commencing on the Issue Date and ending on the Expiry Date.
2) Notwithstanding Rule 29 1), where one of the following events has occurred:
a) a bidder acquires Voting Power of 50% or more in the Company and their Takeover Bid becomes or is declared unconditional;
b) a Change of Control Event; or
c) an application under section 411 of the Corporations Act in respect of which, a court approves a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company,

the following treatment will apply to Options:

d) vested Options may be exercised after the event and prior to the Expiry Date, or such other period specified by the Board (either at the time of the Offer or at the time of the event);
e) unvested Options, in respect of which the sale price of Shares as listed on the ASX at the time of the event exceeds the Exercise Price will immediately vest and may be exercised prior to the Expiry Date, or such other period specified by the Board (either at the time of the Offer or at the time of the event); and
f) unvested Options, in respect of which the sale price of Shares as listed on the ASX at the time of the event is less than the Exercise Price, lapse immediately.

Any Options that become exercisable under this rule and are not exercised by the Expiry Date or other relevant period will lapse.

3) An Option may only be exercised by the Holder lodging with the Secretary, or such other person as the Board designates, an exercise notice (in writing) together with:
a) except where a Loan is provided pursuant to Rule 15, payment to the Company in cleared funds of an amount equal to the Exercise Price multiplied by the number of Options which are being exercised; and
b) the Certificate for the Options which are being exercised or, if the Certificate for those Options has been lost, mutilated or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of it relying on such declaration.
4) If the items specified in Rule 29 3) are delivered in accordance with that rule, the Company must:
a) immediately allocate to the Holder the Shares in respect of which the Options are exercised together with any additional Shares an entitlement to which has arisen under Rule 30 in consequence of the exercise of the Options;
b) except in relation to Loan Shares, deliver to the Holder a certificate for the Shares so allocated; and

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c) cancel the Certificate delivered pursuant to Rule 29 3) b), and if Options which have not lapsed remain unexercised, deliver to the Holder a replacement Certificate for the Options to reflect the number of those Options which remain unexercised.
5) Options may be exercised in whole or in part as determined by the Board and as stated in the Certificate (or if no amount is stated, then the Options may be exercised in multiples of 25,000, unless the Holder exercises all Options able to be exercised at that time). The exercise of some Options only does not affect the Holder's right to exercise other Options at a later time.
6) Subject to Rules 15 to 26 in respect of Loan Shares, from and including the date of allocation to the Holder of any Shares upon the exercise of the Options, the Holder will be:
a) the beneficial owner of those Shares;
b) bound by the Constitution of the Company; and
c) entitled to deal with those Shares as beneficial owner subject to the Corporations Act, the Constitution, the Listing Rules (if applicable) and the Trading Policy.

30. Adjustment to Options

1) New Issues

Holders may only participate in new issues of securities to holders of Shares if an Option has been exercised, if that is permitted by their terms, and the Shares in respect of the exercise of the Options has been allocated before the date for determining entitlements to the issue. The Company must give notice as required under the Listing Rules to the Holders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.

2) Rights Issues

If the Company makes an offer of Shares pro rata to all or substantially all holders of Shares (other than a bonus issue or an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allocated in respect of an Option before the date for determining entitlements to the pro rata issue then the Exercise Price of the Option will be adjusted in the manner provided for in the Listing Rules.

3) Bonus Issues

If the Company makes a bonus issue of Shares or other securities ( Bonus Issue ) pro rata to holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allocated in respect of an Option before the date for determining entitlements to the Bonus Issue then the number of securities over which the Option is exercisable will be increased by the number of securities which the Holder would have received if the Option had been exercised before the record date for the Bonus Issue ( Bonus Shares ). The Bonus Shares must be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank pari passu in all respects with the other Shares of that class on issue at the date of issue of the Bonus Shares.

4) Reconstruction

If there is any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company (not being a reconstruction referred to in Rules 30 1) to 30 3), the number of Options or the Exercise Price (or both) will be adjusted in accordance with the Listing Rules (if applicable) and in a manner which will not result in any additional benefits being conferred on a holder of the Options which is not conferred on holders of Shares, but in all other respects the terms of exercise will remain unchanged.

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5) Cumulation of Adjustments

Effect will be given to Rules 30 3) to 30 4) in such manner that the effect of the successive applications of them are cumulative, with the intention being that the adjustments they progressively effect reflect previous adjustments.

31. Dividends

The Options will not give the Holder any right to participate in dividends until Shares are allocated pursuant to the exercise of the Options.

32. Quotation

1) Subject to rule 32 2) the Options will not be listed for quotation on any stock exchange. However, the Company will make application to ASX for Official Quotation of Shares issued on the exercise of the Options, if other Shares of the same class are listed on the ASX at that time.
2) Where the Company has applied for quotation of other options or rights to subscribe for Shares, the Company may apply for quotation of the Option.

33. No Transfers

Subject to Rule 28 5), an Option granted to the Holder may not be transferred and lapses immediately on purported transfer, unless the Board in its absolute discretion approves the transfer, or the transfer or transmission is effected by force of law on death or legal incapacity to the Holder's legal personal representative.

34. Information to Shareholders

Every report and other document sent by the Company to its shareholders generally must be sent also to the Holder while the Holder holds Options.

35. Rules to Prevail

In the event of any inconsistency between these Rules and the terms set out in the Certificate, these Rules shall prevail.

AI assistant

DGR GLOBAL LIMITED — AGM Information 2020

64771_rns_2020-12-07_f4effb3b-c92d-4bdf-b08d-d1e56e87c9b2.pdf

Notice of Annual General Meeting and Explanatory Memorandum

COVID Related Disclosure

AGENDA

ORDINARY BUSINESS

Annual Financial Reports

See Explanatory Statement below for further information.

Resolution 1 - Remuneration Report

See the Explanatory Memorandum for further information.

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

VOTING INTENTION OF CHAIRMAN

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

See the Explanatory Memorandum for further information.

Resolution 3 - Ratification of the Issue of Placement and Other Securities

See Explanatory Memorandum for further information.

VOTING EXCLUSION STATEMENT

Resolution 4 - Approval to Issue up to 35,974,007 Quoted Options

See Explanatory Memorandum for further information.

VOTING EXCLUSION STATEMENT

Resolution 5 - Approval of Issue of Equity Securities Pursuant to an Employee Share Option Plan

See the Explanatory Memorandum for further information.

V ot i n g E x c lu s i o n St ate men t

P R O X Y A PP O IN TM EN T R E ST RI C TI O N

SPECIAL BUSINESS

Resolution 6 - Replacement of the Constitution

See the Explanatory Memorandum for further information.

Resolution 7 - Approval to Issue an Additional 10% of the Issued Capital of the Company Over a 12-Month Period Pursuant to Listing Rule 7.1A

See the Explanatory Memorandum for further information.

GENERAL BUSINESS

Explanatory Memorandum

Introduction

Consider the Company’s 2020 Annual Report

ORDINARY RESOLUTIONS

Resolution 1 - Remuneration Re p ort

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

Resolution 3 - Ratification of the Issue of Placement and Other Securities

1. Background

2. Listing Rules 7.1 and 7.4

3. Information required by Listing Rule 7.5

1. Background

Additional Placement Options

BCP Fee Options

2. Listing Rule 7.1

3. Information required by Listing Rule 7.3

4. Directors’ Recommendation

Resolution 5 - Approval of Issue of Equity Securities Pursuant to an Employee Share Option Plan

1. Background

2. ASIC Class Order [CO 14/1000]

3. Listing Rule 7.1

4. Further Information for Shareholders

5. Participation of Directors

6. Directors’ Recommendation

SPECIAL RESOLUTIONS

Resolution 6 - Re placement of the Constitution

1. Introduction

1. Summary of material proposed changes

(2) Direct Voting (new Rule 28)

(5) Restricted securities (new Rule 82)

(6) Takeover approval provisions (new Rule 76)

2. Information required by section 648G of the Corporations Act

(3) Knowledge of any acquisition proposals

3. Board recommendation

Resolution 7 - Approval to Issue an Additional 10% of the Issued Capital of the Company Over a 12 Month Period Pursuant to Listin g Rule 7.1A

1. Introduction

2. Listing Rule 7.1A

Eligibility

Shareholder Approval by Special Resolution

3. Formula for calculating 10% Placement Facility – Listing Rule 7.1A.2

(A x D) – E

D is 10%

4. Listing Rules 7.1 and 7.1A

5. Information to be given to ASX – Listing Rule 7.1A.4

6. Specific Information required by Listing Rule 7.3A

Assumptions and Explanations for Table 2

5. Company’s Allocation Policy – Listing Rule 7.3A.5

6. Voting Exclusion Statement – Listing Rule 7.3A.7

7. Directors’ Recommendation

Definitions

DGR GLOBAL LIMITED AGM Information 2020