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DGR GLOBAL LIMITED Annual Report 2019

Oct 16, 2019

64771_rns_2019-10-16_6c7188a9-2d7e-40f5-9c2c-7edcff93d615.pdf

Annual Report

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DGR Global and its subsidiaries

dgrglobal.com.au

DGRGLOBAL

DGR Global Limited

ABN 67 052 354 837 dgrglobal.com.au

Year ended 30 June 2019 DGR GLOBAL LIMITED ABN 67 052 354 837 2019

ANNUAL REPORT Year ended 30 June 2019

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DGR Global and its subsidiaries

Directors’ report 21 Directors’ report 22 Remuneration report 28 Auditor’s independence declaration 42

Financial report 43 Statements of comprehensive income 44 Statements of financial position 45 Statements of changes in equity 46 Statements of cash flows 48 Notes to the financial statements 49 Directors’ declaration 100 Independent auditor’s report 101

Further information 105 Shareholder information 106 Interest in tenements 108 Corporate directory 111

About 1 Chairman’s letter 2 Corporate governance 4 Review of operations 5 Introduction 6 Corporate 7 Investments in listed companies 7 Exploration and development of unlisted subsidiaries and companies 10 Mineral resources 20 Future developments 20

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DGR Global and its subsidiaries

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ABOUT
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DGR Global and its subsidiaries

dgrglobal.com.au

Chairman’s letter

for the year ended 30 June 2019

Dear Shareholders,

Over the course of the past 12 months, and often as a result of indirect global factors, the international junior mining sector has experienced more than its fair share of headwinds. It is during these times that the quality of a company’s management, projects and/ or strategy come under the greatest internal and external pressures. In this regard, I remind shareholders that DGR Global continues to focus on the long game, banking on the continuing fundamental global demands that underpin and fuel the world’s ongoing urban and technological development. The global mega trends of our time point to increasing population and living standards, increasing urbanisation and infrastructure requirements, increasing life expectancies and ageing populations, shifting economic power towards Asia, and the ever-increasing demands for energy across the board. All of these trends require the production and consumption of more, not less, resources. The generation of projects in globally demanded resources will therefore remain at the core of DGR Global’s business model.

Touching on some of the major developments within the broader DGR Group over the year, I note the following:

  1. In relation to Armour Energy, DGR Global reinvested the majority of its proceeds from the redemption of Armour’s Convertible Notes into Armour’s corporate bond issue. DGR continues to believe in the fundamental supply opportunity for the Australian domestic gas market, and the longer-term outlook for gas as an energy supply source even under published international climate change scenarios.

  2. SolGold published its upgraded Mineral Resource Estimate and its Preliminary Economic Assessment for the Alpala Deposit within its flagship Cascabel Copper-Gold Porphyry Project in northern Ecuador. SolGold is now proceeding with work for a further Mineral Resource Estimate and a Pre-Feasibility Study for Alpala, as well as progressing the exploration of its regional package of 72 tenements across Ecuador.

  3. In early 2019, IronRidge Resources announced the acquisition of the 400km[2] Zaranou Gold Project, a potential companymaking opportunity in Cote d’Ivoire. Work on this project has been prioritised for Q4, 2019 given the opportunity to discover a significant high-grade gold deposit. IronRidge now boasts an impressive inventory of gold and lithium projects across Africa, which it will continue to progress over the next 12 months.

Recently, DGR Global’s long-standing General Manager, Greg Runge, retired from his full-time role with the Group. Greg was a DGR Global Group employee for 13 years and over that time handled a number of challenging operational and corporate issues with professionalism. On behalf of the Board, I would like to thank Greg for his dedication and many years of service, and I am pleased that he has agreed to remain a Director of Auburn Resources for the time being.

My fellow Board members and the Company’s management team continue to work on the evolution and maturity of the Company’s business model, and I thank them for their continued efforts in this regard. As always, DGR Global’s CEO Nick Mather has travelled tirelessly and extensively this year both raising funds and promoting the broader Group in various markets around the world. Nick’s efforts across the broader DGR Group are often under appreciated, and he deserves our sincere thanks.

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Yours faithfully,

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William (Bill) Stubbs Non-Executive Chairman

  1. DGR Global has continued to progress the Armour Uganda Oil Project, by funding and managing the first-phase exploration program and tenement renewal process. Work is continuing at the time of writing, with results to be announced from the seismic program once available.

In the coming 12–24 months, DGR Global will aim to add not only Auburn Resources and the Ugandan Oil Project to its range

of sponsored listed investments, but will also aim to add further projects and investments into the DGR stable. As stated earlier, continuous exploration for new opportunities and large-scale projects is the core of our business model. In looking at other successful diversified resource industry players and investment vehicles, it is clear that the market is prepared to ascribe a higher pricing to those companies that have eight or more portfolio interests, including a number that derive income. Accordingly, at full maturity, the DGR Global business model would have a greater number of portfolio interests or investments, have a number of investments that generate income, be self-funding from a project generation and investment perspective, obviating the need for capital raisings, and operate profitably, lending itself to the payment of dividends.

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DGR Global and its subsidiaries

Corporate governance

Visit dgrglobal.com.au/corporate-governance

The Board of Directors of DGR Global is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. The governance principles adopted by the Board are designed to achieve this outcome.

Throughout the financial year ended 30 June 2019, DGR Global Limited’s Corporate Governance Statement has been adopted and structured with reference to the third edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations .

Further details are available in DGR Global’s 2019 Appendix 4G and Corporate Governance Statement for the year ended 30 June 2019, as well as on the Company’s website.

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Review of operations for the year ended 30 June 2019

INTRODUCTION

CORPORATE

Highlights for the Company during 2019 included:

DGR Global’s business is resource-project generation and discovery across a range of commodities, including copper, gold, nickel, tin, iron ore, titanium, bauxite, lithium, cobalt, oil and gas. The group focuses on new project generation and value creation, delivering value through discovery of ore bodies by the application of innovative exploration techniques and reassessment strategies of existing pre-development projects and to new greenfields areas. DGR Global is generating and developing several independently funded and managed resource companies in order to progress each of these projects. The company maintains its cornerstone investor position in subsidiaries that move to listing on a recognised stock exchange as illustrated in the corporate tree below.

  • Business model endorsed by the best performing hedge fund in the world in 2016 with Tribeca Investment Partners providing up to $10 million in converting note funding to further develop the resource company creation business[1] .

  • DGR holds an 83.18% (Armour Energy 16.82%) interest in a highly prospective oil project in the Kanywataba Block, Uganda[2] .

  • Continuation of support to Armour Energy in expanding its Roma Shelf gas production and distribution assets and fully recommissioning the Kincora plant (refer later section).

  • Further support to SolGold (copper, gold) in progressing the Cascabel discovery.

  • Supporting IronRidge Resources in securing gold and lithium prospects in Chad, Ghana and Ivory Coast.

  • Supporting AusTin Mining (Tin) and Dark Horse Resources in development and diversification projects (refer later sections).

  • Additional seed capital raising and progressing preparations for the IPO and ASX listing of Auburn Resources Limited.

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11.06%
100.00% 100.00% 94.34%
22.03%
Private
16.65%
613.2m Shares
Public
21.97%
44.98% 83.16% 6.37%
30.42% 2.23%
16.73%
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DGR GROUP CORPORATE TREE DGR Global-created listed investments (at 30 June 2019)

  • HSE for the group entities for which DGR acts as Operator, maintained a rolling 12-month TRIFR of 0.00 and zero environmental incidents for the corresponding period, highlighting the continuous commitment to safe operations.

INVESTMENTS IN LISTED COMPANIES

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SOLGOLD PLC | 11.06%

LSE/TSX: SOLG | solgold.com.au

  • Focus on high grade world class copper gold porphyry systems at Cascabel in Ecuador. Cascabel is close to Quito, the Capital and ports, is at low elevation, and has abundant water supplies and access to hydropower.

  • Updated NI 43-101 compliant Alpala Mineral Resource estimate, released in November 2018, more than doubled the initial estimate reported in January 2018 – refer SolGold website for details[3] .

  • Sampling and mapping continued across SolGold’s additional 72 wholly owned Mineral Concessions in Ecuador to remain the dominant explorer in the country.

  • Extensive high-grade copper, gold and zinc mineralisation already discovered in outcrops on several concessions in Southern Ecuador, particularly at the La Hueca, Timbara and Porvenir Projects[4] . High grade epithermal gold mineralisation discovered at the Blanca and Cisne Loja Project[5] .

  • Fresh discovery at Porvenir Target 15[6] .

  • SolGold raises £45 million at 45p per share from BHP[7] .

  • Engagement of ten (10) drilling rigs onsite at Cascabel. Discovery of previously unknown high-grade mineralisation within existing low-grade inferred resource areas[8] .

  • Mapping and sampling at the Porvenir Project identified a significant porphyry copper gold system[9] .

  • Large copper and gold systems discovered at the Chical Project in Northern Ecuador[10] .

  • Strong epithermal gold and copper porphyry results for the Cisne Loja Project with copper, gold and silver mineralisation identified over an area 1.5km by 1km[11] .

  • Strong initial copper gold porphyry results for the Coangos Project in southern Ecuador indicated very high potential for a major

  • copper gold porphyry project in the broader tenement area[12] .

  • Positive PEA Study results announced. Full details available on the SolGold website[13] .

  • Extensive lithocap identified at Rio Amarillo with significant copper and gold results[14] .

  • The Constitutional Court in Ecuador unanimously rejects the petition by the applicant that challenged the legality and validity of the future of mining in the Carchi and Imbabura Provinces in northern Ecuador[15] .

  • Discovery of a new copper gold molybdenum porphyry target at the Sharug Project in Central Ecuador[16] .

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Review of operations continued for the year ended 30 June 2019

INVESTMENTS IN LISTED COMPANIES CONTINUED

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ARMOUR ENERGY LIMITED | 21.97%

ASX: AJQ | armourenergy.com.au

  • Holds highly prospective whole basin oil and gas positions in Northern Territory and North West Qld covering 139,000 km[2] .

  • $55 million refinancing through secured and amortising debt notes finalised, enabled the retirement of existing convertible note funding and assisting with the delivery of a material work program that is geared towards achieving 2019 growth objectives with a focus on the 20TJ/day production target[17] .

  • The LPG system of the Kincora Gas Plant successfully recommissioned and the whole plant is fully operational. Gas, LPG and condensate from existing production wells has been processed and sold for the last twelve months[18] .

  • Awarded further Roma Shelf petroleum acreage near the Kincora plant[19] .

  • Independently verified 2P reserves increased by 56% since the previous assessment in October 2018[20] .

  • Armour holds an Exploration Licence over the highly prospective Kanywataba Block in the Albertine Graben, Uganda. Less than 40% of the Albertine Graben has been explored to date, where 101 wells of approximately 115 wells drilled have encountered hydrocarbons[21] .

  • Initial production from the first well under the Federal Government’s Gas Acceleration Program (GAP) initiative, Myall Creek 4A, commenced with subsequent recompletion activities carried out and stabilised production achieved. The second well under the GAP initiative Myall Creek 5A was drilled and cased and connected into the Kincora gas pipeline network[22] .

  • Armour progressed to firm contracted gas supply agreement with APLNG[23] .

  • Petroleum acreage near Chinchilla awarded to the Armour-APLNG JV with first gas from this tenement area planned for delivery

  • by mid-2021[24] .

IRONRIDGE RESOURCES LIMITED | 22.03%

AIM (LSE): IRR | ironridgeresources.com.au

  • Primary focus on gold (in Chad and Ivory Coast) and lithium (in Ghana and Ivory Coast) now firmly established with extensive tenement packages secured in all three countries.

  • Major gold discovery at the Dorothe Project and nearby Ouchar and Echbara licence areas in Chad, gold projects in Ivory Coast, and lithium projects with proven big, high grade lithium spodumene pegmatites in Ghana and Ivory Coast[25] .

  • Following on from access rights being secured via Earn-In Agreement to the Zaranou Gold Project application covering 397 km[2] enhancing the existing Ivory Coast portfolio for a combined total of 3,584 km[2] gold focussed land package, the application was granted. The due diligence period was successfully completed and the JV agreement formally ratified. Mapping and channel sampling field programmes were commenced[26] .

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DARK HORSE RESOURCES LIMITED | 16.73%

ASX: DHR | darkhorseresources.com.au

  • Focussed on gold and lithium in Argentina.

  • Initial assay results from the extensive field exploration programme over the Santa Cruz Gold Projects revealed encouraging gold and silver results on several tenements with infill sampling at Cachi Prospects confirming gold-silver anomalism[27] with further surface exploration work continuing to define drilling targets[31] .

  • Visible gold identified in iron sulphide/oxide breccia at the Morena Project[32] .

  • Participation in the Lakes Oil (ASX:LKO) entitlement offer subscribing for 500,000,000 shares for a cost of $500,000[31] to increase DHR’s total holding to 10.1 billion LKO shares[33] .

  • First phase drilling at Las Opeñas Gold Project targeting high grade gold silver and base epithermal veins discovered during surface mapping and sampling completed with high grade mineralised zones to moderate depths being confirmed[34] .

  • Mapping and geophysical programmes completed over some of the mineralised Cachi targets, providing drill targets for later in 2019[35] .

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AUS TIN MINING LIMITED | 16.65%

ASX: ANW | austinmining.com.au

  - Heads of agreement (non-binding) entered into for the sale of waste rock from the Granville East Mine[36] .

  - High-grade cobalt results from drilling at Mt Cobalt west of Gympie, Qld. Initial target zone 350m long and 25m wide open at depth[37] with a further 5-hole drilling programme completed in April[38] .

  - Significant progress at the Granville Tin Project in Tasmania and civil works well advanced with the completion of the tailings storage facility, mining of the first ore block and transition in March to owner mining[39] . A strategic review is underway, with the objective of determining the best meast of extracting value.

  - JORC resource estimate confirmed Taronga as a world class tin project. The details of the resource (79% indicated) can be viewed on both ASX’s and Aus Tin’s websites.

  - Metallurgical flow sheet completed for Taronga pre-feasibility study with the ore described as coarse grained, having simple metallurgy and highly amenable to pre-concentration.

  - Capital raising of $450,000 by private placement in April to primarily fund commencement of Taronga Stage 140, which received final regulatory approval from the NSW Department of Planning and Environment in May[41] .

  - Successful completion of Share Purchase Plan in May which closed oversubscribed with accepted applications totalling $910,000[42] .
  • In late 2018 IronRidge raised £5.4m at 20p per share for development of gold and lithium projects[27] .

  • Exceptional metallurgical results for the Ewoyaa Pegmatite Project which forms part of the Cape Coast Lithium Portfolio[28] .

  • Completion of the acquisition of the Vavoua Projects, a highly prospective gold exploration portfolio in the Ivory Coast[29] .

  • Detailed face mapping, channel sampling, rock chip sampling and over 3,900m of air-core drilling undertaken in the Ivory Coast

  • project portfolio[30] .

  • Retention of highly prospective hematite rich iron targets evident in Tchibanga and Belinga Sud licence areas in Gabon – total tenure 5,400 square km. Tchibanga is less than 70 km from the port of Mayumba.

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Review of operations continued for the year ended 30 June 2019

EXPLORATION AND DEVELOPMENT OF UNLISTED SUBSIDIARIES AND PROJECTS

During the year the group was strongly focused on advancing exploration projects within the parent and subsidiary companies. Field reconnaissance programs including mapping, soil, stream and rock sampling and diamond drilling were undertaken. Significant activities which occurred during the year are set out in this section.

AUBURN RESOURCES LIMITED | 44.98%

  • Continuation of development and consolidation as a nickel-copper-cobalt, gold and zinc company exploring in QLD and NT, with highly prospective areas in the NT covered by granted MEL applications[43] .

  • Key Iron Oxide Copper Gold (IOCG) and lead-zinc targets identified and secured in the Tanumbirini district of the Northern Territory[43] .

  • Potential for world class copper gold discoveries at Mt Abbott, Calgoa and Marodian Projects and large sulphide nickel-cobaltcopper discoveries near Hawkwood[44] .

  • Exploration targets defined for the Ban Ban Zinc Project.

  • Planning well advanced for IPO and ASX listing (subject to market conditions) during 2020.

The Northern Territory Government has granted all 12 of the Exploration Licenses that make up the Tanumbirini and Victoria River Projects to Pennant Resources Pty Ltd, a wholly owned subsidiary of Auburn Resources Limited (see Figures 1 and 2 below).

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FIGURE 1 Location of the Tanumbirini and Victoria River Projects in the Northern Territory

FIGURE 2 The Tanumbirini Project Area – traversed by the sealed Carpentaria Highway and the gas pipeline to the McArthur River Mine

Tennant Creek and Mt Isa are the preeminent mineral resource hubs for the Northern Territory and Queensland. The region between these two hubs is a vast prospective frontier covered by a thin veneer of sediments.

Geoscience Australia (GA), as part of the Federal Government’s Exploring for the Future program, undertook an extensive soil sampling survey in collaboration with the Northern Territory Geological Survey and the Geological Survey of Queensland. Catchment outlet sediment samples were collected at 776 sites (including duplicates) and analyzed for elemental composition using three different analytical techniques[1] . The black dots in Figure 3 show all the sample points. Subsequently, GA undertook a wide spaced airborne electromagnetic (EM) survey over the entire area to primarily define sulphide mineralization targets.

In mid-2018 GA started the public release of the Northern Australian Geochemical Survey. DGR Global Limited (DGR) geoscientists started to interrogate the released data sets. DGR focused on the total lead assays rather than other base metals such as copper and nickel as lead is relatively insoluble thus not moving far from its point of origin. Figure 3 shows the result of this data search.

The total lead footprint at Tanumbirini is larger in area than that at Mt Isa to the east, and comparable in magnitude given that Tanumbirini is all under cover and Mt Isa is exposed and has been mined for approximately a century. Lead high values to 46.2 ppm characterize Mt Isa and 34 ppm characterizes the Tanumbirini area.

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FIGURE 3 Geoscience Australia overbank fine stream sediment sample points, with regional lead anomalism (Total Lead > 25 ppm by ICP-MS) shown in dark pink

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Review of operations continued for the year ended 30 June 2019

IOCG Targets

EXPLORATION AND DEVELOPMENT OF UNLISTED SUBSIDIARIES AND PROJECTS CONTINUED

AUBURN RESOURCES LIMITED CONTINUED

More detailed investigation of the Northern Australia Geochemical Survey (NAGS) data sets further confirmed a large area of base metal anomalism at Tanumbirini. Examining the data sets for lead and copper by Mobile Metal Ion™ (partial leach) (MMI™) geochemistry indicated an even larger anomalous footprint at Tanumbirini, with a significant indication of copper on the western section of the project area (see Figures 4 and 5). The highest copper in the unpolluted Tanumbirini area is 4310 ppb by MMI™. Excluding polluted exceptions, this compares to the Mt Isa area high of 2970 ppb and 2,000–3,000 ppb in the Mt Oxide Gunpowder

Coincident with DGR’s research, Greatland Gold plc announced its Havieron IOCG discovery at the Paterson Ranges about 40 kms east of Telfer. Greatland had previously announced that anomalous rare earths in soils were an exploration tool for IOCG deposits, so DGR revisited the NAGS data sets to search for rare earths. As shown in Figure 5 (below), rare earths point to a massive IOCG target zone on the western section at Tanumbirini (yet to be supported by gravity and magnetic data).

  • DGR considers that in the Tanumbirini Project Area, Auburn Resources has secured two new potential mineral fields:

  • a pyritic dolomitic shale sub basin of the broader McArthur Basin prospective for lead zinc deposits at Tanumbirini East; and 2. an iron oxide copper gold target area at Tanumbirini West.

copper district.

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FIGURE 4 Lead (light green) and Copper (light blue) anomalism by MMI™ (partial leach) geochemistry cation of the Tanumbirini and Victoria River Projects in the Northern Territory

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FIGURE 5 Copper, gold, uranium, rare earths and molybdenum association at Tanumbirini – indicative of large iron oxide copper gold (IOCG) targets under relatively shallow cover

Figure 6 below is a composite diagram incorporating mapped fault structures and EM supported geology on a magnetic image, indicating the interpretation of a fault bounded pyritic dolomitic shale sub basin prospective for lead zinc deposits on the east, and iron oxide copper gold (IOCG) targets on the west. The standout feature through Tanumbirini is an 80 km long magnetic terrane boundary (shaded in purple), and which DGR considers is the source of the copper-gold-uranium-molybdenum-rare earth anomalism. The soil geochemistry and EM data from the Geoscience Australia surveys adds to an already extensive knowledge of surface geology and faults in the area, as well as available detailed magnetic data and a general understanding of the local stratigraphy.

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FIGURE 6 Geological interpretation on magnetic image – fault bounded pyritic dolomitic shale sub-basin on the east

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Review of operations continued for the year ended 30 June 2019

EXPLORATION AND DEVELOPMENT OF UNLISTED SUBSIDIARIES AND PROJECTS CONTINUED

AUBURN RESOURCES LIMITED CONTINUED

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FIGURE 7 Conceptual SW-NE geological cross-section of the Tanumbirini Project area

ARMOUR UGANDA LIMITED (83.16%)

Armour Uganda’s flagship project is the Kanywataba Block which is highly prospective for oil and gas. The project covers approximately 344km[2] and is located in a rift basin within the Albertine Graben, Uganda. The project area is in close proximity to the Total and CNOOC operations to the North.

Activities in the year and which are ongoing include: reprocessing of existing 2D seismic data; geochemical surface soil gas sampling program; 2D seismic programme; Basin Analysis study; and pursuing renewal of the permit.

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FIGURE 8 Location of the Kanywataba Block, Armour Uganda’s flagship project

PINNACLE GOLD PTY LTD (94.34%)

Pinnacle Gold holds substantial gold exploration tenements south of Charters Towers, QLD. Most of the area is soil covered, with previous exploration efforts by earlier explorers largely confined to areas of outcrop and focused on mapping and sampling known workings. Only two areas have been drilled.

To date there has been no wide ranging systematic geochemical survey undertaken, yet the area clearly lies on potentially mineralising structures (Charters Towers – Black Jack – Mt Leyshon). Previous explorers appear to have been distracted by small high-grade gold bearing quartz veins with no size potential. Significant stream sediment anomalisms (see Figure 10 below) may not all be due to the proximate small veins.

After further interrogation of historical exploration programs, Pinnacle reconsidered the exploration strategy for this mostly soil covered area. Looking for large targets, Pinnacle has undertaken a field program of low gold detection limit soil lines on a grid pattern with infill gridding of any elevated results. Initial shallow RC drilling on 2 of the EPMs were undertaken in late 2018 with mixed results, warranting further exploration and drilling to better define drill targets.

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FIGURE 9 Pinnacle Gold‘s EPM locations, Queensland

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FIGURE 10 Overview of gold stream sediment geochemistry south of Charters Towers (compiled from historical data)

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EXPLORATION AND DEVELOPMENT OF UNLISTED SUBSIDIARIES AND PROJECTS CONTINUED

COOLGARRA MINERALS PTY LTD (100%)

Coolgarra Minerals is focussed on discovery and development of gold, antimony, nickel and cobalt and holds five granted EPMs to the south of Greenvale, QLD and one EPM west of Theodore in Central Queensland.

The southernmost permit covers substantial historic gold workings at Janelle’s Hope and Wade’s with the Northern tenement areas immediately adjacent to the south of the Sconi nickel-cobalt project.

Initial exploration was focused around several historical small-scale mining areas, in particular Wally’s Hope and Janelle’s Hope Prospects in the southern section of EPM 19270, and what is recorded as a long (several kilometres) strata bound gold occurrence in the northern section now referred to as Wade’s Prospect.

First pass shallow drilling campaign on the Greenvale South project area result highlights include a gold intercept of 14 metres @ 1.67g/t and a cobalt-nickel intercept of 8 metres @ 0.16% cobalt and 0.74% nickel[45] .

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FIGURE 12 Soil Sample Grid on southern section of EPM 19270

Figure 12 over the page is a satellite image of the southern section of EPM 19270 showing the soil grid lines with a macro view of the soil gold concentration contours at >25 ppb, >50 ppb, and >100 ppb.

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FIGURE 11 Coolgarra Minerals’ EPM locations, Queensland

FIGURE 13 Drilling Hole PAN 22 – Intercepted 0.16% cobalt and 0.74% nickel over 6 metres

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Review of operations continued for the year ended 30 June 2019

EXPLORATION AND DEVELOPMENT OF UNLISTED SUBSIDIARIES AND PROJECTS CONTINUED

HARTZ RARE EARTHS PTY LTD (100%)

Hartz Rare Earths (HRE) have applications for two exploration licenses in the Northern Territory. The project area is located approximately 855km south of Darwin and 420km north-west of Alice Springs.

The target is a uranium copper molybdenum anomalous area highlighted in the recent Geoscience Australia survey. The geology and metal association indicate the potential for roll front uranium deposits within dry stream channels on the margin of the Tanami Desert.

On grant of the exploration licenses, HRE is proposing to investigate this previously large unexplored target specifically for uranium, copper, molybdenum and vanadium using a denser geochemical survey. Initially this will involve further MMI™ and conventional sampling, followed by traverses of shallow drilling.

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FIGURE 14 Geoscience Australia MMI™ stream sediment geochemistry map

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FIGURE 15 License
application location
map
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ALBATROSS BAUXITE PTY LTD (100%)

Albatross Bauxite holds two exploration permits in the Kingaroy region located approximately 175km north-west of Brisbane and 25km west of Kingaroy.

The Kingaroy Project comprises EPM 26838 (Jumna Creek) and EPM 26839 (Holland Creek) and was established to explore for Lithium, Caesium and Tantalum pegmatites (LCT) within the Kingaroy pegmatite field (refer Figure 16).

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FIGURE 16 Jumna Creek and Holland Creek tenement location map

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DGR Global and its subsidiaries

Review of operations continued for the year ended 30 June 2019

MINERAL RESOURCES

Following a resource drilling programme that was announced to the ASX on 4 August 2014[46] , the Shamrock Tailings Dam contains a

JORC 2012 compliant Mineral Resource of:

  • indicated: 770,000 tonnes @ 0.58 g/t Au for 450,000 grams (14,000 ounces) gold, and

  • inferred: 770,000 tonnes @ 11 g/t Ag for 8,242,400 grams (265,000 ounces) silver.

There has been no change to this Mineral Resource since that time.

FUTURE DEVELOPMENTS

DGR Global aims to hold its key positions in the listed resource companies that it has created as they mature and develop. This review has identified unlisted subsidiaries that may progress to listing within the next 12–18 months, subject to further exploration, development and market conditions.

FOOTNOTES

  • 1DGR ASX Release 22/8, 25/10/17, 26/9/18

  • 3SOLG LSE & TSX Releases 20/11/18, 3/1/19

  • 5SOLG LSE & TSX Releases 20/03, 7/6, 18/7/18

  • 7SOLG LSE & TSX Releases 16/10, 8/11/18

  • 9SOLG LSE & TSX Release 07/05/19

  • 11SOLG LSE & TSX Release 09/05/19

13SOLG LSE & TSX Releases 20/05, 28/06/19 15SOLG LSE & TSX Releases 06/06, 21/06, 27/06/19 17AJQ ASX Release 29/3/19

  • 19AJQ ASX Releases 15/11, 21/12/18

  • 21AJQ ASX Release 19/9/17

  • 23AJQ ASX Release 6/12/18

25IRR LSE:AIM Releases 2/5, 16/8, 24/9/18

  • 27IRR LSE:AIM Release 21/11/18

  • 29IRR LSE:AIM Release 12/6/19

  • 31DHR ASX Releases 16/1, 5/3/19

33DHR ASX Releases 19/2, 22/2/19

  • 35DHR ASX Release 27/5/19

2AJQ ASX Release 14/9/17 4SOLG LSE & TSX Releases 24/2, 25/5/18

6SOLG LSE & TSX Release 2/1/19

8SOLG LSE & TSX Release 10/04/19

10SOLG LSE & TSX Release 08/05/19

12SOLG LSE & TSX Release 10/05/19

14SOLG LSE & TSX Release 30/05/19

16SOLG LSE & TSX Release 13/06/19 18AJQ ASX Releases 21/1, 12/2/18 20AJQ ASX Release 18/2/19 22AJQ ASX Releases 28/3, 29/6, 1,12,21,27/11, 13/12/18, 30/05/19 24AJQ ASX Release 30/05/19

26IRR LSE:AIM Release 14/2, 23/04, 06/06, 20/06, 25/06/19

28IRR LSE:AIM Release 21/5/19

30IRR LSE:AIM Release 1/7/19

32DHR ASX Release 16/1/19

34DHR ASX Releases 2/4, 1/5, 27/5/19 36ANW ASX Release 29/3/19

37ANW ASX Releases 23/1, 16/2/18 38ANW ASX Releases 21/3, 27/3, 10/05/19 39ANW ASX Releases 18/1, 18/2, 13/3/19 40ANW ASX Release 12/4/19 41ANW ASX Release 13/5/19 42ANW ASX Release 28/5/19 43DGR ASX Release 20/5/19 44DGR ASX Releases 3/7, 5/7/17, 8/11/18 45DGR ASX Release 8/2/19 46DGR ASX Release 4/8/14

COMPETENT PERSON’S STATEMENT

The information herein that relates to Exploration Results is based on information compiled by Nicholas Mather B.Sc (Hons) Geol., who is a Member of The Australian Institute of Mining and Metallurgy. Mr Mather is employed by Samuel Capital Pty Ltd which provides certain consultancy services including the provision of Mr Mather as the Managing Director of DGR Global (and a director of DGR Global’s subsidiaries and associates).

Mr Mather has more than five years experience which is relevant to the style of mineralization and type of deposit being reported and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves . This public report is issued with the prior written consent of the Competent Person(s) as to the form and context in which it appears.

20

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DGR Global and its subsidiaries

dgrglobal.com.au

Directors’ report for the year ended 30 June 2019

Your Directors submit their report for the year ended 30 June 2019.

DIRECTORS

The names and details of the Company’s directors in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.

William (Bill) Stubbs Non-Executive Chairman Nicholas Mather Managing Director and Chief Executive Officer Brian Moller Non-Executive Director Vincent Mascolo Non-Executive Director Ben Cleary Non-Executive Director

WILLIAM (BILL) STUBBS | NON-EXECUTIVE CHAIRMAN LLB

==> picture [170 x 170] intentionally omitted <==

Mr Stubbs is a lawyer of over 35 years’ experience and has previously worked with DGR Global CEO Nick Mather on the boards of numerous emerging globally significant resource companies. He was the co-founder of the legal firm Stubbs Barbeler and has practiced extensively in the area of commercial law including stock exchange listings and all areas of mining law.

Mr Stubbs has held the position of director of various public companies over the past 25 years in the mineral exploration and biotech fields. He is also the former Chairman of

NICHOLAS MATHER | MANAGING DIRECTOR AND CEO BSc (Hons, Geol), MAusIMM

==> picture [170 x 170] intentionally omitted <==

Mr Mather has 30 years of experience in exploration and resource company management. His career has taken him to a variety of countries exploring for precious and base metals and fossil fuels. He has focused his attention on the identification of and investment in large resource exploration projects.

Mr Mather was Managing Director of Bemax Resources NL and instrumental in the discovery of the world class Gingko mineral sand deposit in the Murray Basin in 1998. As an Executive Director of Arrow Energy NL, he drove the acquisition and business

development of Arrow’s large Surat Basin Coal Bed Methane project in South East Queensland. Mr Mather was Managing Director of Auralia Resources NL, a junior gold explorer before its $23 million merger with Ross Mining NL in 1995. He was also a Non-Executive Director of Ballarat Goldfields NL, having assisted that company in its re-emergence as a significant emerging gold producer.

During the past three years Mr Mather has also served as a director of the following listed companies:

  • Armour Energy Limited

  • Lakes Oil NL

  • Aus Tin Mining Limited

  • Dark Horse Resources Limited

  • SolGold plc, which is listed on the London Stock Exchange and the Toronto Stock Exchange

  • IronRidge Resources Limited, which is listed on the AIM submarket of the London Stock Exchange

Alchemia Ltd, and Bemax Resources NL which discovered and developed extensive mineral sands resources in the Murray Basin. He was the founding Chairman of Arrow Energy NL which originally pioneered coal seam gas development in Queensland’s Bowen and Surat Basins from 1998, and is now a world-wide coal seam gas company.

During the past three years Mr Stubbs has also served as a director of the following listed and public companies:

  • Armour Energy Limited (retired 27 November 2018)

  • Lakes Oil NL (retired 13 November 2018)

  • Stradbroke Ferries Pty Ltd (formerly Stradbroke Ferries Limited)

Mr Stubbs is the Chair of both the Audit and Risk Committee and the Remuneration and Nomination Committee.

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dgrglobal.com.au

Directors’ report continued for the year ended 30 June 2019

DIRECTORS CONTINUED

==> picture [170 x 170] intentionally omitted <==

BRIAN MOLLER | NON-EXECUTIVE DIRECTOR LLB (Hons)

Brian Moller is a partner in the Brisbane-based law firm HopgoodGanim. He was admitted as a solicitor in 1981 and has been a partner since 1983. He practices almost exclusively in the corporate area with an emphasis on capital raising, mergers and acquisitions. He holds an LLB (Hons) from the University of Queensland and is a member of the Australian Mining and Petroleum Law Association.

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. During the past three years Mr Moller has also served as a director of the following listed companies:

  • Aus Tin Mining Limited

==> picture [170 x 170] intentionally omitted <==

BEN CLEARY | NON-EXECUTIVE DIRECTOR BEcon, GDipFin

Mr Cleary has had an extensive career in the natural resources sector having worked in a number of specialist, director-level roles at Macquarie Bank, RBC and RBS over the past 15 years.

In 2015, Mr Cleary founded Tribeca Global Natural Resources following the merger of Cleary Capital with Tribeca Investment Partners and has grown the team into one of Australia’s largest dedicated natural resources investment groups at a time where a number of investment management firms have exited the sector.

The Tribeca Global Natural Resources team have been instrumental in corner-stoning more than $5bn of announced transactions in Australasia, Europe and North America since Mr Cleary founded the business. Mr Cleary is based in Singapore and is the Chief Executive Officer for Tribeca Investment Partners Asia.

  • Platina Resources Limited

  • Dark Horse Resources Limited

Mr Cleary has not during the past three years served as a Director of the any other listed companies.

  • SolGold plc, which is listed on the London Stock Exchange and the Toronto Stock Exchange

  • Aguia Resources Limited

  • Lithium Consolidated Mineral Exploration Limited

DIRECTORS’ HOLDINGS

As at the date of this report, the interest of the Directors in the shares and options of DGR Global Limited were:

Mr Moller is a member of both the Audit and Risk Committee and the Remuneration and Nomination Committee.

VINCENT MASCOLO | NON-EXECUTIVE DIRECTOR

==> picture [170 x 170] intentionally omitted <==

BEng (Mining), MAusIMM, MIEAust

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

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

During the past three years Mr Mascolo has also served as a director of the following listed companies:

  • IronRidge Resources Limited, which is listed on the AIM submarket of the London Stock Exchange

  • Lithium Consolidated Mineral Exploration Limited

Number of ordinaryshares Number of options over ordinaryshares
William (Bill) Stubbs 6,428,082 2,312,500
Nicholas Mather 112,142,553 8,250,000
Brian Moller 7,254,618 2,312,500
Vincent Mascolo 9,650,000 2,312,500
Ben Cleary 1,000,000 2,312,500

COMPANY SECRETARY

==> picture [170 x 170] intentionally omitted <==

KARL SCHLOBOHM

BComm, BEcon, MTax, CA, FGIA

Karl Schlobohm is a Chartered Accountant with over 25 years of experience across a wide range of industries and businesses. He has extensive experience with financial accounting, corporate governance, company secretarial duties and board reporting. He currently also acts as the Company Secretary for ASX-listed Aus Tin Mining Limited, Armour Energy Limited, Dark Horse Resources Limited, LSE(AIM)-listed IronRidge Resources Limited, and LSE– and TSX-listed SolGold plc.

Mr Mascolo is a member of both the Audit and Risk Committee and the Remuneration and Nomination Committee.

24

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DGR Global and its subsidiaries

dgrglobal.com.au

Directors’ report continued for the year ended 30 June 2019

Liquidity and funding

PRINCIPAL ACTIVITIES

The principal activity of the Group during the financial year was the generation of projects, and the provision of services and support to sponsored listed companies, within the mineral resources industry. There were no significant changes in the nature of the Group’s principal activities during the financial year.

DIVIDENDS PAID OR RECOMMENDED

There were no dividends paid or recommended during the current and previous financial years.

REVIEW OF OPERATIONS

Detailed comments on operations and exploration programs up to the date of this report are included separately in the Annual Report under Review of Operations .

REVIEW OF FINANCIAL CONDITION

On 26 September 2018, DGR Global Ltd requested to draw down the remaining $2 million under the convertible note funding facility with Tribeca. At 30 June 2019 the cash balance of the Group was $1,671,891. Together the Group’s cash and the Group’s ability to sell interests in its listed investments will provide the Group with sufficient funding for a minimum of 12 months from the date of this report.

OPERATING RESULTS

For the year ended 30 June 2019, the Group loss after income tax was $4,432,875 (2018: $74,792). The loss for the year has been largely driven by:

  • management fee income;

  • interest income on convertible notes;

  • reversal of impairment on equity accounted investments; offset by

  • recognition of share of associate losses;

  • fair value adjustments on convertible notes; and

  • interest expense on the Tribeca convertible notes.

CAPITAL STRUCTURE

Ordinary shares

There were no new ordinary shares issued during the financial year ended 30 June 2019. The following shares were issued during the

financial year ended 30 June 2018:

  • On 2 August 2017, 2,000,000 $0.065 ordinary shares were issued pursuant to the exercise of unlisted options held under the Employee Share Option Plan.

  • On 29 September 2017, 17,720,000 $0.065 ordinary shares were issued pursuant to the exercise of unlisted options held under the Employee Share Option Plan.

  • On 27 November 2017, 22,950,000 $0.065 ordinary shares were issued pursuant to the exercise of unlisted options held under the Director Share Option Plan.

POSITION AT 30 JUNE 2019 AND POSITION AT THE DATE OF THIS REPORT

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

In the opinion of the Directors there were no significant changes in the state of affairs of the Group that occurred during the financial year under review not otherwise disclosed in this report or the financial statements of the Group for the financial year.

SIGNIFICANT EVENTS AFTER REPORTING DATE

On 20 September 2019, the Company provided a letter of funding support to Aus Tin Mining Ltd for an amout of up to $1,000,000 and for a term of up to 12 months, with funding requests to be accompanied by details of proposed expenditure and subject the Company’s approval.

Subsequent to 30 June 2019, the Company has sold an additional $2,050,000 of Armour Energy Corporate Bonds (Corporate Bonds) bringing the total of Corporate Bonds held to $6,700,000 at the date of this report.

Financial position

The net assets of the Group have increased by $15,853,524 to $119,248,190 as at 30 June 2019 from $103,394,666 as at 30 June 2018. This increase has largely resulted from:

The Directors are not aware of any other significant changes in the state of affairs of the Group or events after the reporting date that would have a material impact on the consolidated financial statements.

  • increase in value of SolGold plc investment accounted for as assets at fair value through other comprehensive income;

  • increase in exploration and evaluation assets primarily due to the exploration work carried out in Uganda; offset by

  • increase in other financial liabilities resulting from the draw down of the remaining $2 million under the convertible note funding facility with Tribeca Investment Partners (Tribeca).

During the past year the Group has continued investing in its mineral exploration tenements.

Treasury policy

The Group does not have a formally established treasury function. The Board is responsible for managing the Group’s currency risks and finance facilities. The Group does not currently undertake hedging of any kind.

FUTURE LIKELY DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES

Likely developments in the operations of the Group and the expected results of those operations in subsequent financial years have been discussed where appropriate in the Annual Report under Review of Operations .

ENVIRONMENTAL REGULATION AND PERFORMANCE

The Group is subject to environmental regulation in relation to its exploration activities. The Group has conducted an extensive review of the environmental status of the Mining Leases and has estimated the potential costs for future rehabilitation and restoration to be $1,041,313. There are no matters that have arisen in relation to environmental issues up to the date of this report.

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DGR Global and its subsidiaries

dgrglobal.com.au

Directors’ report continued for the year ended 30 June 2019

REMUNERATION REPORT (AUDITED)

All Directors have the opportunity to qualify for participation in the Directors’ and Executive Officers’ option plan, subject to the approval of shareholders.

REMUNERATION POLICY

The remuneration of Non-Executive Directors for the year ended 30 June 2019 is detailed in this Remuneration Report.

The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the Company must attract, motivate and retain highly skilled Directors and Executives.

The Remuneration and Nomination Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors and the Executive team. The Remuneration and Nomination Committee assesses the appropriateness of the nature and amount of remuneration of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and Executive team. Such officers are given the opportunity to receive their base remuneration in a variety of forms including cash and fringe benefits. It is intended that the manner of payments chosen will be optimal for the recipient without creating undue cost for the Company. Further details on the remuneration of Directors and Executives are set out in this Remuneration Report.

The Company aims to reward the Executive Director and Senior Management with a level and mix of remuneration commensurate with their position and responsibilities within the Company. The Board’s policy is to align Director and Executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering long-term incentives. During the year the Group did not engage the services of Remuneration consultants.

In accordance with best practice corporate governance, the structure of Non-Executive Director and Executive Director and Senior Management remuneration is separate and distinct.

NON-EXECUTIVE DIRECTOR REMUNERATION

The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. The Company’s specific policy for determining the nature and amount of remuneration of Board members of the Company is set out below.

EXECUTIVE DIRECTOR AND SENIOR MANAGEMENT REMUNERATION

The Company aims to reward the Executive Director and Senior Management with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to:

  • reward Executives for company and individual performance against targets set by reference to appropriate benchmarks;

  • align the interests of Executives with those of shareholders;

  • link reward with the strategic goals and performance of the Company; and

  • ensure total remuneration is competitive by market standards.

The remuneration of the Executive Director and Senior Management may from time to time be fixed by the Board. The remuneration will comprise a fixed remuneration component and also may include offering specific short and long-term incentives, in the form of:

  • performance based salary increases and/or bonuses; and/or

  • the issue of options.

During 2019 there were no discretionary bonuses paid (2018: $nil). There were no performace based salary increases or options issued that were performance related.

All Directors and Executives have the opportunity to qualify for participation in the Directors’ and Executive Officers’ Option Plan, subject to the approval of shareholders. All employees have the opportunity to qualify for participation in the DGR Global Employee Share Option Plan.

The remuneration of the Executive Director and Senior Management for the year ended 30 June 2019 is detailed in this Remuneration Report.

RELATIONSHIP BETWEEN REMUNERATION AND COMPANY PERFORMANCE

The Constitution of the Company provides that the Non-Executive Directors are entitled to remuneration as determined by the Company in general meeting to be apportioned among them in such manner as the Directors agree and, in default of agreement, equally. The aggregate remuneration currently determined by the Company is $350,000 per annum. Additionally, Non-Executive Directors are entitled to be reimbursed for properly incurred expenses.

If a Non-Executive Director performs extra services, which in the opinion of the Directors are outside the scope of the ordinary duties of the Director, the Company may remunerate that Director by payment of a fixed sum determined by the Directors in addition to or instead of the remuneration referred to above. However, no payment can be made if the effect would be to exceed the maximum aggregate amount payable to Non-Executive Directors. A Non-Executive Director is entitled to be paid travelling and other expenses properly incurred by them in attending Director’s or general meetings of the Company or otherwise in connection with the business of the Company.

The Company and its subsidiaries’ principal activity is the generation of projects, and the provision of services and support provided to sponsored listed companies, within the mineral resources industry and accordingly only generates revenues for services and support provided and historically has generated losses.

2015 2016 2017 2018 2019
Share price at year end $0.036 $0.025 $0.135 $0.09 $0.105
Dividend declared $0.0025 - - - -
Earnings (loss) per share (cents per share) 1.6 0.1 0.5 (0.0) (0.7)

During the year ended 30 June 2019 the market price of the Company’s ordinary shares ranged from a low of $0.083 to a high of $0.165.

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DGR Global and its subsidiaries

dgrglobal.com.au

Directors’ report continued for the year ended 30 June 2019

Senior management

REMUNERATION REPORT (AUDITED) CONTINUED

RELATIONSHIP BETWEEN REMUNERATION AND COMPANY PERFORMANCE CONTINUED

As the Company is still in the generation of projects and exploration stage, the link between remuneration, company performance and shareholder wealth is tenuous. Share prices are subject to the influence of metals prices and market sentiment toward the sector, and as such increases or decreases may occur quite independent of Executive performance or remuneration.

EMPLOYMENT CONTRACTS

It is the Board’s policy that employment agreements are entered into with all Executive Directors, Executives and employees. Contracts do not provide for pre-determining compensation values or method of payment. Rather the amount of compensation is determined by the Board in accordance with the remuneration policy set out above.

The current employment agreement with the Managing Director has a notice period of three (3) months. All other Executive employment agreements have between 1 and 3 months’ notice periods. No current employment contracts contain early termination clauses. The terms of appointment for Non-Executive Directors are set out in letters of appointment.

Certain Key Management Personnel are entitled to their statutory entitlements of accrued annual leave and long service leave together with any superannuation on termination. No other termination payments are payable.

Managing Director

DGR Global Limited has an agreement with Samuel Capital Pty Ltd, an entity associated with Nicholas Mather, for the provision of certain consultancy services by Nicholas Mather. The agreement was last updated on 1 July 2015. Samuel Capital Pty Ltd will provide Nicholas Mather as the Managing Director of DGR Global Limited for a base fee of $250,000 per annum. Effective 1 March 2017 the Managing Director’s base fee was increased to $300,000 per annum. There is no fixed term specified in this agreement.

The base salary of senior management are as follows:

Position Base salary
Company Secretary $218,500
Chief Financial Offcer $287,500
Group General Counsel $350,000
General Manager $200,000

Employment contracts entered into with senior management contain the following key terms:

Event Company policy
Duration Non-specifc
Performance-based salary increases and/or bonuses Board discretion
Short– and long-term incentives, such as options Board discretion
Resignation / notice period 1–3 months
Serious misconduct Company may terminate at any time
Payouts upon resignation or termination, outside industrial regulations (ie. ‘golden None
handshakes’)

DETAILS OF KEY MANAGEMENT PERSONNEL

(i) Directors

i) Directors
Bill Stubbs Non-Executive Chairman
Nicholas Mather Managing Director and Chief Executive Offcer
Brian Moller Non-Executive Director
Vincent Mascolo Non-Executive Director
Ben Cleary Non-Executive Director

(ii) Other Key Management Personnel

Under the terms of the present contract:

  • both DGR Global Limited and Samuel Capital Pty Ltd are entitled to terminate the contract upon giving three (3) months written notice (6 months where triggered by a change of control);

  • DGR Global Limited is entitled to terminate the agreement upon the happening of various events in respect of Samuel Capital Pty Ltd’s solvency or other conduct or if Nicholas Mather ceases to be a Director of DGR Global Ltd;

  • the contract provides for a six-monthly review of performance by DGR Global Limited. The Company currently has not set any specific KPIs; and

The following persons are the Senior Executives of the Company:

Greg Runge General Manager
Karl Schlobohm Company Secretary
Priy Jayasuriya Chief Financial Offcer
Peter Burge Group General Counsel
  • the contract provides for the provision of a car park.

There is no termination payment provided for in the Executive Service Contract with Samuel Capital Pty Ltd, other than the agreed notice periods.

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DGR Global and its subsidiaries

dgrglobal.com.au

Directors’ report continued for the year ended 30 June 2019

REMUNERATION REPORT (AUDITED) CONTINUED

REMUNERATION DETAILS

Remuneration of Directors

Directors Short-term benefts
Long-term benefts
Post-employment
Salary & fees
$ Cash bonus
$ Non-cash and other*
$ Long service leave accrual
$ Superannuation
$ 70,000
-
5,439
-
-
70,000
-
2,425
-
-
300,000
-
13,939
-
-
300,000
-
14,963
-
-
50,000
-
5,439
-
-
50,000
-
2,425
-
-
50,000
-
5,439
-
-
50,000
-
2,425
-
-
50,000
-
5,439
-
-
37,121
-
2,425
-
-
520,000
-
35,695
-
-
507,121
-
24,663
-
-
Share-based payments
Equity-settled
Total
$ Consisting of options
%
Consisting of performance-related
%
Options
$ Shares
$
Bill Stubbs
2019
2018
-
-
75,439
-
-
52,910
-
125,335
42%
-
Nicholas Mather
2019
2018
-
-
313,939
-
-
188,760
-
503,723
37%
-
Brian Moller
2019
2018
-
-
55,439
-
-
52,910
-
105,335
50%
-
Vincent Mascolo
2019
2018
-
-
55,439
-
-
52,910
-
105,335
50%
-
Ben Cleary
2019
2018
-
-
55,439
-
-
52,910
-
92,456
57%
-
Sub-total remuneration
2019
2018
-
-
555,695
400,400
-
932,185
  • “Non-cash and other” short-term benefits include provision of a car park and/or an allocation of the Company’s Directors and Officers insurance premium.

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DGR Global and its subsidiaries

dgrglobal.com.au

Directors’ report continued for the year ended 30 June 2019

REMUNERATION REPORT (AUDITED) CONTINUED

REMUNERATION DETAILS CONTINUED

Remuneration of Key Management Personnel

Other Key
Management
Personnel
Short-term benefts
Long-term benefts
Post-employment
Salary & fees
$ Cash
bonus
$ Non-cash and other*
$ Long service leave
accrual
$ Superannuation
$ 182,648
-
15,339
3,510
17,352
182,648
-
12,325
-
17,352
218,440
-
5,439
-
-
218,455
-
2,425
-
-
262,558
-
15,339
4,288
24,943
262,558
-
12,325
3,839
24,943
330,769
-
13,872
482
31,423
-
-
-
-
-
-
-
-
-
-
56,044
-
2,425
-
-
994,415
-
49,989
8,280
73,718
719,705
-
29,500
3,839
42,295
1,514,415
-
85,684
8,280
73,718
1,226,826
-
54,163
3,839
42,295
Share-based payments
Equity-settled
Total
$ Consisting of options
%
Consisting of performance-related
%
Options
$ Shares
$
Greg Runge
2019
2018
-
-
218,849
-
-
22,937
-
235,262
10%
-
Karl Schlobohm
2019
2018
-
-
223,879
-
-
68,811
-
289,691
24%
-
Priy Jayasuriya
2019
2018
-
-
307,128
-
-
68,811
-
372,476
18%
-
Peter Burge1
2019
2018
-
-
376,546
-
-
-
-
-
-
Neil Wilkins2
2019
2018
-
-
-
-
-
22,937
-
81,406
28%
-
Sub-total remuneration
2019
2018
-
-
1,126,402
183,496
-
978,835
Total remuneration
2019
2018
-
-
1,682,097
583,896
-
1,911,020
  • “Non-cash and other” short-term benefits include provision of a car park and/or an allocation of the Company’s Directors and Officers insurance premium.

1 Peter Burge was appointed as Group General Counsel on 23 January 2018 and was considered a key management personnel commencing 1 July 2018.

2 Neil Wilkins retired as Exploration Manager on 30 June 2018.

34

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DGR Global and its subsidiaries

dgrglobal.com.au

Directors’ report continued for the year ended 30 June 2019

DGR Global Limited

REMUNERATION REPORT (AUDITED) CONTINUED

REMUNERATION DETAILS CONTINUED

Performance income as a proportion of total remuneration

Performance based bonuses are paid on set monetary figures, rather than proportions of salaries. The remuneration committee has set these bonuses to encourage achievement of specific goals that have been given a high level of importance in relation to the future growth of the consolidated Group.

The remuneration committee will review the performance bonuses to gauge their effectiveness against achievement of the set goals, and adjust future years’ incentives as they see fit, to ensure the most cost effective and efficient methods.

There were no discretionary bonus payments made during the year ended 30 June 2019 (2018: $nil).

Shares and options issued in DGR Global Limited as part of remuneration

Shares and options are not issued based on performance criteria. Options are issued to the majority of key management personnel and executives to align comparative shareholder return and reward for Directors and executives.

The terms and conditions of the grant of options over ordinary shares affecting remuneration of directors and other key management personnel during the financial year ended 30 June 2019 or future reporting years are set out below.

DGR Global Limited
Balance on Received as part Received on Other# Balance on
30 June 2018 of remuneration exercise of 30 June 2019
options
Directors
Bill Stubbs 6,428,082 - - - 6,428,082
Nicholas Mather 112,142,553 - - - 112,142,553
Brian Moller 7,254,618 - - - 7,254,618
Vincent Mascolo 9,650,000 - - - 9,650,000
Ben Cleary 1,000,000 - - - 1,000,000
Other Key Management
Personnel
Greg Runge 13,009,415 - - - 13,009,415
Karl Schlobohm 6,500,000 - - (250,000) 6,250,000
Priy Jayasuriya 2,000,000 - - (1,970,000) 30,000
Peter Burge - - - - -
Total 157,984,668 - - (2,220,000) 155,764,668

Other includes the balance of shares held on appointment / resignation, and shares acquired and sold for cash in on-market transactions.

There were no shares held nominally at the end of the year.

Key Management Grant date Vesting and Expiry date Exercise price Fair value per option at
Personnel options exercisable date grant date
7,000,000 9/11/2017 9/11/2017 8/11/2020 $0.20 $0.0229
17,500,000 30/11/2017 30/11/2017 28/11/2020 $0.20 $0.0229
3,000,000 12/02/2018 12/02/2018 12/02/2021 $0.20 $0.0240

Options granted carry no dividend or voting rights. There was no amount paid or payable by the recipients. There were no options

over ordinary shares granted to and vested by directors and other key management personnel as part of compensation during the year ended 30 June 2019.

SHARES ISSUED ON EXERCISE OF REMUNERATION OPTIONS

There were no options exercised into ordinary shares by employees and Directors during the year that were previously granted as remuneration (2018: 34,950,000).

The Board’s current policy does not allow Directors and executives to limit their risk exposure in relation to equities or options without the approval of the Board.

ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL

Auburn Resources Limited

Auburn Resources Limited
Balance on Received as part Received on Other Balance on
30 June 2018 of remuneration exercise of 30 June 2019
options
Directors
Bill Stubbs - - - - -
Nicholas Mather - - - - -
Brian Moller 100,000 - - (66,666) 33,334
Vincent Mascolo 100,000 - - (66,666) 33,334
Ben Cleary - - - - -
Other Key Management
Personnel
Greg Runge 600,000 - - 600,000 1,200,000
Karl Schlobohm - - - - -
Priy Jayasuriya - - - 50,000 50,000
Neil Wilkins 200,000 - - 1,412,742 1,612,742
Total 1,000,000 - - 1,929,410 2,929,410

Share holdings

The number of shares in the Company and controlled subsidiaries held during the financial year by each director and other member of the key management personnel of the consolidated entity, including their personally related parties is set out over the page.

On 23 July 2018, Auburn Resources Limited consolidated its share capital on a 3-into-1 basis, resulting in its number of shares on issue reducing from 63,400,000 to 21,133,333 on that date.

There were no shares held nominally at the end of the year.

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dgrglobal.com.au

Directors’ report continued for the year ended 30 June 2019

DGR Global Limited

REMUNERATION REPORT (AUDITED) CONTINUED

ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL CONTINUED

Share holdings continued

Pinnacle Gold Pty Ltd

Pinnacle Gold Pty Ltd
Balance on Received as part Received on Other Balance on
30 June 2018 of remuneration exercise of 30 June 2019
options
Directors
Bill Stubbs 200,000 - - - 200,000
Nicholas Mather 200,000 - - - 200,000
Brian Moller - - - - -
Vincent Mascolo 200,000 - - - 200,000
Ben Cleary - - - - -
Other Key Management
Personnel
Greg Runge 500,000 - - - 500,000
Karl Schlobohm 100,000 - - - 100,000
Neil Wilkins 400,000 - - - 400,000
Priy Jayasuriya 50,000 - - - 50,000
Total 1,650,000 - - - 1,650,000

There were no shares held nominally at the end of the year.

Option holdings

The number of options over ordinary shares in the Company and controlled subsidiaries held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out over the page.

Balance Granted as Exercised Other# Balance Vested at Vested and Vested and
on remuneration on 30 June the end of exercisable unexercisable
30 June 2019 the year at the end at the end of
2018 of theyear theyear
Directors
Bill Stubbs 2,312,500 - - - 2,312,500 2,312,500 2,312,500 -
Nicholas Mather 8,250,000 - - - 8,250,000 8,250,000 8,250,000 -
Brian Moller 2,312,500 - - - 2,312,500 2,312,500 2,312,500 -
Vincent Mascolo 2,312,500 - - - 2,312,500 2,312,500 2,312,500 -
Ben Cleary 2,312,500 - - - 2,312,500 2,312,500 2,312,500 -
Other Key
Management
Personnel
Greg Runge 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
Karl Schlobohm 3,000,000 - - - 3,000,000 3,000,000 3,000,000 -
Priy Jayasuriya 3,000,000 - - - 3,000,000 3,000,000 3,000,000 -
Peter Burge 3,000,000 - - - 3,000,000 3,000,000 3,000,000 -
Total 27,500,000 - - - 27,500,000 27,500,000 27,500,000 -

Other includes the balance of options held on appointment / resignation, and options expired during the period.

Auburn Resources Limited

There were no options over ordinary shares in Auburn Resources Limited held during the financial year by Directors or key management personnel.

Pinnacle Gold Pty Ltd

There were no options over ordinary shares in Pinnacle Gold Pty Ltd held during the financial year by Directors or key management personnel.

Loans to Directors and Key Management Personnel

There were no loans made, guaranteed or secured to directors and key management personnel by the entity or any of its controlled entities.

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dgrglobal.com.au

Directors’ report continued for the year ended 30 June 2019

REMUNERATION REPORT (AUDITED) CONTINUED

ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL CONTINUED

Other transactions with Key Management Personnel

  • i) Mr Brian Moller (a Director), is a partner in the firm HopgoodGanim Lawyers. Hopgood Ganim Lawyers were paid $26,644 (2018: $81,702) for the provision of legal services to the Group during the year. The services were based on normal commercial terms and conditions. At 30 June 2019 there was a balance of $9,676 owing (2018: $4,176) included within current liabilities.

  • ii) Mr Greg Runge, during the prior financial year advanced subsidiary Auburn Resources Limited an unsecured loan of $100,000 (2019: nil). There was no interest payable on the advance. During the year ended 30 June 2019 the loan was converted to shares in Auburn Resources at $0.10 per share. At 30 June 2018 there was a balance of $100,000 owing (2019: nil)

  • iii) Mr Neil Wilkins, during the prior financial year advanced subsidiary Auburn Resources Limited an unsecured loan of $40,000 (2019: nil). There was no interest payable on the advance. During the year ended 30 June 2019 the loan was converted to shares in Auburn Resources at $0.10 per share. At 30 June 2018 there was a balance of $40,000 owing (2019: nil)

(END OF REMUNERATION REPORT)

DIRECTORS’ MEETINGS

The number of meetings of Directors held during the period and the number of meetings attended by each Director are set out in the table below.

table below.
Board
Audit & Risk Management
Committee
Remuneration & Nomination
Committee
Number of
meetings held
while in offce
Meetings
attended
Number of
meetings held
while in offce
Meetings
attended
Number of
meetings held
while in offce
Meetings
attended
Nicholas Mather
Bill Stubbs
Brian Moller
Vincent Mascolo
Ben Cleary
8
8
N/A
N/A
N/A
N/A
8
8
2
2
-
-
8
6
2
1
-
-
8
6
2
2
-
-
8
7
N/A
N/A
N/A
N/A

INDEMNIFICATION AND INSURANCE OF DIRECTORS, OFFICERS AND AUDITORS

Each of the Directors and the Secretary of the Company has entered into a Deed with the Company whereby the Company has provided certain contractual rights of access to books and records of the Company to those Directors. The Company has insured all of the Directors of DGR Global Limited. The contract of insurance prohibits the disclosure of the nature of the liabilities covered and amount of the premium paid. The Corporations Act does not require disclosure of the information in these circumstances.

The Company has not indemnified or insured its auditor.

OPTIONS

There were no shares issued as a result of the exercise of options during the year ended 30 June 2019 (2018: 42,670,000) and none

since that date. At the date of this report, the unissued ordinary shares of DGR Global Limited under option are as follows:

Grant date Date of expiry Exerciseprice Number under option
9 November 2017 8 November 2020 $0.20 19,375,000
30 November 2017 28 November 2020 $0.20 17,500,000
12 February 2018 12 February 2021 $0.20 3,000,000
15 June 2018 12 February 2021 $0.20 1,000,000
30 October 2018 12 February 2021 $0.20 1,200,000

At the date of this report, there is no unissued ordinary shares of Auburn Resources Limited or Pinnacle Gold Pty Ltd under option. No option holder has any right under the options to participate in any other share issue of the Company or any other entity.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purposes of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

NON-AUDIT SERVICES

There were no non-audit services provided by the entity’s auditor BDO Audit Pty Ltd for the year ended 30 June 2019 (2018: nil)

CORPORATE GOVERNANCE

In recognising the need for the highest standards of corporate behavior and accountability, the Directors of DGR Global Limited support the principles of good corporate governance. The Company’s Corporate Governance Statement has been released as a separate document and is located on our website at dgrglobal.com.au.

AUDITOR’S INDEPENDENCE DECLARATION

The Auditor’s Independence Declaration forms part of the Directors’ Report and can be found on page 42.

Signed in accordance with a resolution of the Directors.

==> picture [102 x 43] intentionally omitted <==

Nicholas Mather

Managing Director Brisbane 30 September 2019

40

41

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DGR Global and its subsidiaries

Directors’ report continued Auditor’s independence declaration

==> picture [90 x 40] intentionally omitted <==

Tel: +61 7 3237 5999 Fax: +61 7 3221 9227 www.bdo.com.au

Level 10, 12 Creek St Brisbane QLD 4000 GPO Box 457 Brisbane QLD 4001 Australia

DECLARATION OF INDEPENDENCE BY T J KENDALL TO THE DIRECTORS OF DGR GLOBAL LIMITED

As lead auditor of DGR Global Limited for the year ended 30 June 2019, I declare that, to the best of my knowledge and belief, there have been:

  1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

  2. No contraventions of any applicable code of professional conduct in relation to the audit.

  3. This declaration is in respect of DGR Global Limited and the entities it controlled during the year.

==> picture [102 x 37] intentionally omitted <==

T J Kendall

Director

BDO Audit Pty Ltd

Brisbane, 30 September 2019

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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Financial report

Consolidated statement of profit or loss and other

comprehensive income


comprehensive income
for the year ended 30 June 2019 Notes
2019
$ 2018
$
Revenue and other income
Revenue
Interest and other income
2
1,596,000
1,596,000
2
2,037,587
6,180,693
Total revenue and other income 3,633,587
7,776,693
Expenses
Finance costs
Employee benefts expenses
Depreciation
Legal expenses
Administration and consulting expenses
Exploration and evaluation assets written-off
Rehabilitation expense
Share of profts / (losses) of associates
Net reversal of impairment of investment in associates
Movement in fair value of convertible note payable
Movement in fair value of convertible note receivable
Share based payments expense
(1,162,022)
(782,740)
(2,463,681)
(2,389,109)
(24,882)
(34,701)
(31,024)
(72,885)
(1,957,966)
(1,875,305)
(61,844)
(822,265)
-
-
13(a)
(4,127,440)
(6,236,853)
13(a)
655,120
4,991,112
18
(54,241)
200,096
11(b)
(636,345)
636,345
(46,186)
(941,717)
Proft / (loss) before income tax
Income tax (expense) / beneft
3
(6,276,924)
448,671
4
1,844,049
(523,463)
Proft /(loss)for theyear (4,432,875)
(74,792)
Other comprehensive income: items that will not be reclassifed into proft or loss
Change in fair value of fnancial assets
Income tax beneft relating to change in fair value of fnancial assets
Share of associates other comprehensive income (net of tax)
11(a)
27,143,133
(50,651,299)
4
(8,040,671)
15,195,297
13(a)
(341,695)
376,703
Other comprehensive income for theyear, net of tax 18,760,767
(35,079,299)
Total comprehensive income for theyear 14,327,892
(35,154,091)
Proft / (loss) for the year attributable to:
Owners of the parent company
Non-controllinginterests
(4,440,658)
(65,382)
7,783
(9,410)
Total comprehensive income for the year attributable to:
Owners of the parent company
Non-controllinginterests
(4,432,875)
(74,792)
14,320,109
(35,144,681)
7,783
(9,410)
Earnings per share attributable to owners of the parent company
Basic earnings per share
Diluted earnings per share
14,327,892
(35,154,091)
Cents / share
Cents / share
8
(0.7)
(0.0)
8
(0.7)
(0.0)

Consolidated statement of financial position

as at 30 June 2019

as at 30 June 2019
2019 2018
Notes $ $
Current assets
Cash and cash equivalents 9 1,671,891 2,841,511
Trade and other receivables 10 1,110,705 1,483,286
Other current assets 16 6,223 39,710
Current tax assets 4 - 5,101
Total current assets 2,788,819 4,369,608
Non-current assets
Other fnancial assets 11 133,671,640 108,812,320
Investments accounted for using the equity method 13 16,277,817 17,991,832
Property, plant and equipment 14 417,534 426,731
Exploration and evaluation assets 15 9,292,821 6,572,307
Total non-current assets 159,659,812 133,803,190
Total assets 162,448,631 138,172,798
Current liabilities
Trade and other payables 17 1,757,845 1,461,117
Total current liabilities 1,757,845 1,461,117
Non-current liabilities
Deferred tax liabilities 4 30,479,079 24,287,557
Other fnancial liabilities 18 9,854,145 7,939,904
Provisions 19 1,109,372 1,089,554
Total non-current liabilities 41,442,596 33,317,015
Total liabilities 43,200,441 34,778,132
Net assets 119,248,190 103,394,666
Equity
Issued capital 20 33,545,921 33,545,921
Reserves 21 103,792,308 84,650,218
Accumulated losses 22 (19,732,747) (15,292,089)
Equity attributable to owners of the parent company 117,605,482 102,904,050
Non-controllinginterests 1,642,708 490,616
Total equity 119,248,190 103,394,666

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

The above consolidated statement of financial position sould be read in conjunction with the accompanying notes.

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Financial report continued Consolidated statement of changes in equity

for the year ended 30 June 2019

for the year ended 30 June 2019
Attributable to owners of the parent company
Issued capital
Accumulated losses
Share-based
payments reserve
Financial assets
revaluation reserve
30,787,204
(15,226,707)
6,898,865
85,107,269
-
(65,382)
-
-
-
-
-
(35,079,299)
-
(65,382)
-
(35,079,299)
-
-
-
-
2,773,550
-
-
-
(14,833)
-
-
-
-
-
941,717
-
33,545,921
(15,292,089)
7,840,582
50,027,970
-
(4,440,658)
-
-
-
-
-
18,760,767
-
(4,440,658)
-
18,760,767
-
-
-
-
-
-
46,186
-
33,545,921
(19,732,747)
7,886,768
68,788,737
Attributable to owners of the parent company
Change in
proportionate interest
reserve
Proft reserve
Total
Non-controlling
interests
Total equity
Balance at 1 July 2017
Proft for the year
Other comprehensive income
17,927,599
8,854,067
134,348,297
500,026
134,848,323
-
-
(65,382)
(9,410)
(74,792)
-
-
(35,079,299)
-
(35,079,299)
Total comprehensive income for
the year, net of tax
Issue of shares
Exercise of options
Share issue costs, net of tax
Share-based payments
-
-
(35,144,681)
(9,410)
(35,154,091)
-
-
-
-
-
-
-
2,773,550
-
2,773,550
-
-
(14,833)
-
(14,833)
-
-
941,717
941,717
Balance at 30 June 2018 17,927,599
8,854,067
102,904,050
490,616
103,394,666
Proft for the year
Other comprehensive income
-
-
(4,440,658)
7,783
(4,432,875)
-
-
18,760,767
-
18,760,767
Total comprehensive income for
the year, net of tax
Issue of shares to non-controlling
interest
Share-based payments
-
-
14,320,109
7,783
14,327,892
335,137
-
335,137
1,144,309
1,479,446
-
-
46,186
-
46,186
Balance at 30 June 2019 18,262,736
8,854,067
117,605,482
1,642,708
119,248,190

46

47

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

DGR Global and its subsidiaries

dgrglobal.com.au

Financial report continued Consolidated statement of cash flows

for the year ended 30 June 2019

DGR Global and its subsidiaries
Financial reportcontinued
Consolidated statement of cash fows
for the year ended 30 June 2019
2019 2018
Notes $ $
Cash fows from operating activities
Receipts in the course of operations (including GST) 1,343,800 902,800
Payments to suppliers and employees (including GST) (3,829,287) (4,231,104)
Interest received 1,938,134 855,947
Interest and other costs of fnance paid (802,845) (778,743)
Income taxes paid - (547,712)
Net cash fows from operatingactivities 29 (1,350,198) (3,798,812)
Cash fows from investing activities
Security deposit (payment) / refunds (116,853) (3,849)
Payments for property, plant and equipment (15,685) (15,343)
Payments for fnancial assets at fair value through other comprehensive income (15,000) (15,000)
Payments for investments in associates (2,100,000) (3,611,705)
Proceeds from redemption of convertible notes 539,023 -
Proceeds from the sale of corporate bonds 1,269,701 -
Payments for exploration and evaluation assets (2,202,925) (2,733,749)
Repayments of loans by related parties - 1,000,000
Net cash fows from investingactivities (2,641,739) (5,379,646)
Cash fows from fnancing activities
Proceeds from the issue of shares - 2,773,547
Proceeds from the issue of shares in subsidiaries to non-controlling interests 882,317 -
Capital raising expenses - (14,833)
Proceeds from borrowings 2,000,000 8,140,000
Borrowingexpenses (60,000) (240,000)
Net cash fows from fnancingactivities 2,822,317 10,658,714
Net increase / (decrease) in cash held (1,169,620) 1,480,256
Cash at the beginningof the year 2,841,511 1,361,255
Cash at the end of the fnancialyear 9 1,671,891 2,841,511

Notes to the financial statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CORPORATE INFORMATION

The consolidated financial report of DGR Global Limited for the year ended 30 June 2019 was authorised for issue in accordance with a resolution of the Directors on 30 September 2019.

DGR Global Ltd (the Parent or the Company) is a public company limited by shares incorporated and domiciled in Australia. The Company’s registered office is located on Level 27, 111 Eagle Street, Brisbane QLD 4000. The Company is a for-profit entity.

The nature of the operations and principal activities of the Group are described in the Director’s report.

Basis of preparation

This financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 (Cth).

The financial report covers the Group comprising of DGR Global Ltd and its subsidiaries and is presented in Australian dollars.

Compliance with IFRS

Australian Accounting Standards include Australian Equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial statements and notes of DGR Global Limited comply with International Financial Reporting Standards (IFRS) and interpretations.

Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:

  • financial assets carried at fair value through other comprehensive income – refer note 11(a);

  • investment in convertible notes carried at fair value through profit or loss – refer note 11(b);

  • convertible notes payable at fair value through profit or loss – refer note 18.

Functional and presentation currency

The financial statements are presented in Australian dollars ($) which is DGR Global Limited’s functional and presentation currency.

Going concern

The financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business.

For the year ended 30 June 2019 the Group generated a consolidated loss after tax of $4,432,875 and incurred operating cash outflows of $1,350,198. As at 30 June 2019 the Group had $1,671,891 in cash and cash equivalents, net current assets of $1,030,974 and net assets of $119,248,190.

Due to DGR’s ability to sell down investments in listed entities and corporate bonds held, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

The above statements of cash flows should be read in conjunction with the accompanying notes.

48

49

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dgrglobal.com.au

Financial report continued

continued Notes to the financial statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(A) NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

The accounting policies adopted are consistent with those of the previous financial year except as follows.

New and amended Australian Accounting Standards and AASB Interpretations that have been adopted as of 1 July 2018 are set out below.

Reference Title Application date Application
of standard date for the
Group
AASB 15 Revenue from Contracts with Customers 1 January 2018 1 July 2018
AASB 2014–5 Amendments to Australian AccountingStandards arisingfrom AASB 15 1 January 2018 1 July 2018
AASB 2016–3 Amendments to Australian Accounting Standards – Clarifcations to
AASB 15
1 January 2018 1 July 2018
AASB 2016–5 Amendments to Australian Accounting Standards – Classifcation and
Measurement of Share-based Payment Transactions
1 January 2018 1 July 2018
AASB 2016–6 Amendments to Australian Accounting Standards – Applying AASB 9
Financial Instruments_with AASB 4_Insurance Contracts
1 January 2018 1 July 2018
Amendments to Australian Accounting Standards – Transfers of
AASB 2017–1 Investment Property. Annual improvements 2014–2016 Cycle and Other 1 January 2018 1 July 2018
Amendments
AASB 2017–3 Amendments to Australian Accounting Standards – Clarifcations to
AASB 4
1 January 2018 1 July 2018

The group has adopted AASB 15 Revenue from Contracts with Customers from 1 July 2018 which did not have any impact on the 30 June 2018 comparative results. In the previous years, the group derived its revenue from providing management services to its affiliated entities. Revenue from providing management services is recognised in the accounting period in which the services are rendered.

The adoption of the other above standards and interpretations did not have any material impact on the current or any prior period and is not likely to materially affect future periods.

Australian Accounting Standards and Interpretations that have been recently issued or amended but are not yet effective have not been adopted by the Company for the annual reporting period ended 30 June 2019. The Consolidated Entity is yet to evaluate the impact of those standards and interpretations on the financial statements.

The Company anticipates that all of the relevant pronouncements will be adopted in the Company’s accounting policies for the first period beginning after the effective date of the pronouncement. Information of new standards, amendments and interpretations that are expected to be relevant to the Company’s financial statements is provided over the page.

Reference Title Application date Application
of standard date for the
Group
AASB 16 Leases 1 January 2019 1 July 2019
Amendments to Australian Accounting Standards – Prepayment
AASB 2017–6 1 January 2019 1 July 2019
Features with Negative Compensation
Amendments to Australian Accounting Standards – Long-term Interests
AASB 2017–7 1 January 2019 1 July 2019
in Associates and Joint Ventures
Amendments to Australian Accounting Standards – Annual
AASB 2018–1 1 January 2019 1 July 2019
Improvements 2015–2017 Cycle
Amendments to Australian Accounting Standards – Plan Amendment,
AASB 2018–2 1 January 2019 1 July 2019
Curtailment or Settlement
AASB 17 Insurance Contracts 1 January 2021 1 July 2021

Management has assessed the effects of applying AASB 16 Leases and the current operating lease for office space will result in the recognition of a right of use asset and lease liability. Based on the leases currently in place, the amount to be recognised in respect of the right of use asset and lease liability would be approximately $2.2 million.

(B) BASIS OF CONSOLIDATION

The consolidated financial statements comprise the financial statements of DGR Global Limited and its subsidiaries as at and for the period ended 30 June each year (the Group).

Subsidiaries

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. In preparing the consolidated financial statements, all intercompany balances, transactions, unrealized gains and losses resulting from intra-group transactions and dividends have been eliminated in full.

Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date on which control is transferred out of the Group.

Investments in subsidiaries held by DGR Global Limited are accounted for at cost in the separate financial statements of the parent entity less any impairment charges. Dividends received from subsidiaries are recorded as a component of other revenues by the parent entity, and do not impact the recorded cost of the investment. Upon receipt of dividend payments from subsidiaries, the parent will assess whether any indicators of impairment of the carrying value of the investment in the subsidiary exist. Where such indicators exist, to the extent that the carrying value of the investment exceeds its recoverable amount, an impairment loss is recognised.

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dgrglobal.com.au

Financial report continued

continued Notes to the financial statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

When the Group’s share of losses in an associate is equal to or exceeds its interest in the associate, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

(B) BASIS OF CONSOLIDATION CONTINUED

Subsidiaries continued

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The acquisition method of accounting involves recognising at acquisition date, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. The identifiable assets acquired and the liabilities assumed are measured at their acquisition date fair values.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the

associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Joint arrangements

Joint operations

The difference between the above items and the fair value of consideration (including the fair value of any pre-existing investment in the acquiree) is goodwill or discount on acquisition.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill forms part of a cash generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash generating unit retained.

Non-controlling interests are allocated their share of net profit after tax in the statement of comprehensive income and presented within equity in the consolidated statement of financial position, separately from the equity of the owners of the parent.

Losses are attributed to the non-controlling interest even if that results in a deficit balance.

The proportionate interests in the assets, liabilities and expenses of a joint operation activity have been incorporated in the financial statements under the appropriate headings.

Joint ventures

Investments in joint ventures are accounted for using the equity method. Under the equity method, the share of the profits or losses of the joint venture is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in joint ventures are carried in the statement of financial position at cost plus post-acquisition changes in the consolidated entity’s share of net assets of the joint venture. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. Dividends receivable from joint venture entities reduces the carrying amount of the investment.

Changes in ownership interests

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and noncontrolling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to noncontrolling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of DGR Global Limited.

Associates

Associates are all entities over which the Group has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting, after initially being recognised at cost. The Group’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition.

The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income where applicable. The cumulative postacquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates reduce the carrying amount of the investment.

When the Group ceases to have control, or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

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continued Notes to the financial statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(F) TRADE AND OTHER RECEIVABLES

Receivables generally have 30–60 day terms, are recognised initially at fair value and subsequently measured at amortised cost using

the effective interest method, less an allowance for impairment.

(C) BUSINESS COMBINATIONS

Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity issued by the acquirer, and the amount of any noncontrolling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as

incurred.

The group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the group applies the simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(G) FINANCIAL INSTRUMENTS

Recognition and initial measurement

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with contractual terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions as at the acquisition date.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value through profit and loss.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it is not remeasured.

(D) OPERATING SEGMENTS

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This may include start-up operations which are yet to earn revenues.

Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements.

Information about other operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”.

(E) CASH AND CASH EQUIVALENTS

For the statement of cash flows, cash and cash equivalents include cash on hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within shortterm borrowings in current liabilities on the statement of financial position.

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

Classification and subsequent measurement

(i) Financial assets at amortised cost

Financial assets at amortised cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method. The business model of these financial assets is to hold to collect contractual cash flows and their contractual cash flows comprise of solely principal and interest. Financial assets at amortised cost include cash and cash equivalents, trade and other receivables, corporate bonds issued by Armour Energy Limited, cash on deposit and security bonds.

(ii) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets. These assets are measured at fair value with gains or losses recognised in the profit or loss.

Convertible note receivables are held at fair value through profit or loss as the convertible feature does not meet the requirements of being held to collect soley payment of principal and interest and therefore cannot be carried at amortised cost or at fair value through other comprehensive income. The coupon rate received periodically over the term of the notes is classified as part of the fair value gain or loss in other income.

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continued Notes to the financial statements

Impairment of financial assets

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(G) FINANCIAL INSTRUMENTS CONTINUED

continued Classification and subsequent measurement

(iii) Financial assets at fair value through other comprehensive income

Equity investments are classified as being at fair value through Other Comprehensive Income. After initial recognition at fair value (being cost), the Company has elected to present in Other Comprehensive Income changes in the fair value of equity instrument investments.

Unrealised gains and losses on investments are recognised in the financial assets revaluation reserve until the investment is sold or otherwise disposed of, at which time the cumulative gain or loss is transferred to retained earnings.

(iv) Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method, except for convertible notes which are subsequently measured at fair value through profit or loss.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value of all other financial assets and liabilities, where appropriate, including recent arm’s length transactions, reference to similar instruments and option pricing models.

The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments continue to be recognised in profit or loss as other revenue when the Company’s right to receive payments is established (see note 11) and as long as they represent a return on investment.

Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income or other expenses in the statement of profit or loss and other comprehensive income as applicable. Interest income from these financial assets is included in the net gains / (losses). Dividend income is presented as other revenue.

Details on how the fair value of financial instruments is determined are disclosed in note 31.

An assessment is made at each reporting date to determine whether there is objective evidence that a specific financial asset or a group of financial assets may be impaired. If such evidence exists, the estimated recoverable amount of that asset is determined from available information such as quoted market prices or by calculating the net present value of future anticipated cash flows. In estimating these cash flows, management makes judgments about a counter-party’s financial situation and the net realisable value of any underlying collateral. Impairment losses are recognised in the profit or loss.

Impairment losses on financial assets measured at amortised cost using the effective interest method are calculated by comparing the carrying value of the asset with the present value of estimated future cash flows at the original effective interest rate.

(H) PROPERTY, PLANT & EQUIPMENT

Property, plant & equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.

The cost of property, plant & equipment constructed within the Group includes the cost of materials, direct labour, borrowing costs and an appropriate portion of fixed and variable costs. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the profit or loss during the financial year in which they are incurred.

Depreciation

The depreciable amount of all property, plant & equipment is depreciated over their useful life to the Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of assets are set out below.

Class ofproperty,plant & equipment Depreciation
Freehold building 2.5% straight line
Plant and equipment 10–35% straight line
Computers and offce equipment 33.3% straight line
Furniture and fttings 20% straight line
Motor vehicles 25% straight line

Derecognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognized where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in profit or loss.

Derecognition

An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.

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continued Notes to the financial statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(I) EXPLORATION AND EVALUATION ASSETS

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. Such expenditures comprise net direct costs and an appropriate portion of related overhead expenditure but do not include overheads or administration expenditure not having a specific nexus with a particular area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active or significant operations in relation to the area are continuing.

A regular review has been undertaken on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

A provision is raised against exploration and evaluation assets where the Directors are of the opinion that the carried forward net cost may not be recoverable or the right of tenure in the area lapses. The increase in the provision is charged against the results for the year. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

Costs of site restoration are provided over the life of the area from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structure, waste removal, and rehabilitation of the site in accordance with clauses of mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that restoration will be completed within one year of abandoning the site.

(J) IMPAIRMENT OF NON-FINANCIAL ASSETS

At each reporting date, the Group reviews the carrying values of its non-financial assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the profit or loss.

(K) TRADE AND OTHER PAYABLES

Trade and other payables are carried at amortised cost and due to their short term nature they are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30–60 days of recognition.

(L) PROVISIONS AND EMPLOYEE BENEFITS

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in profit or loss net of any reimbursement.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs.

Employee benefits

(i) Wages, salaries and annual leave

Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Expenses for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

(ii) Long service leave

The liability for long service leave is recognised and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wages and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on Australian corporate bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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continued Notes to the financial statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(M) LEASES

Leases of property, plant & equipment where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to the Group are classified as finance leases.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the year.

Leased assets are depreciated on a straight line basis over their estimated useful lives where it is likely that the Group will obtain ownership of the asset or over the term of the lease.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses on a straight line basis over the lease term.

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the lease term.

(N) SHARE CAPITAL

Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit.

(O) SHARE-BASED PAYMENTS

The Group may provide benefits to Directors, employees or consultants in the form of share-based payment transactions, whereby services may be undertaken in exchange for shares or options over shares (equity-settled transactions).

The fair value of options granted to Directors, employees and consultants is recognised as an employee benefit expense with a corresponding increase in equity (share-based payments reserve). The fair value is measured at grant date and recognised over the period during which the recipients become unconditionally entitled to the options. Fair value is determined using the Black-Scholes option pricing model. An expense is still recognised for options that do not ultimately vest because a market condition was not met.

Where the terms of options are modified, the expense continues to be recognised from grant date to vesting date as if the terms had never been changed. In addition, at the date of the modification, a further expense is recognised for any increase in fair value of the transaction as a result of the change.

(P) REVENUE

The Goup generates revenue from the provision of management serveces to related entities. Revenue from contracts with customers is recognised when control of the services is transferred to a customer at an amount that reflects the consideration to which the Group expects to be entiteled to receive in exchange for those services.

Services

The Group’s performance obligation on management fees charged to related entities are fulfilled over time as the Group provides those management services. Revenues are recognised over time, which are invoiced monthly based on contractual terms.

Interest

Interest revenue is recognized as interest accrues using the effective interest rate method in accordance with AASB 9. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

All revenue is stated net of the amount of goods and services tax (GST).

(Q) INCOME TAX

The income tax expense for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

The current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the reporting date.

Deferred tax is recongised in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax is recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates expected to apply to the period when the asset is realised or liability is settled. Deferred tax is recognised in profit or loss except where it relates to items that may be recognised directly in other comprehensive income or equity, in which case the deferred tax is recognised in other comprehensive income or directly against equity respectively. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences and unused tax losses can be utilised.

Where options are cancelled, they are treated as if vesting occurred on cancellation and any unrecognised expenses are taken immediately to the profit or loss. If new options are substituted for the cancelled options and designated as a replacement, the combined impact of the cancellation and replacement options are treated as if they were a modification.

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continued Notes to the financial statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(Q) INCOME TAX CONTINUED

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

DGR Global Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The Company is responsible for recognising the current tax assets and liabilities and deferred tax assets attributable to tax losses for the tax consolidation group. The tax consolidated group have entered a tax funding agreement whereby each company in the tax consolidation group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidation group.

(R) GOODS AND SERVICES TAX (GST)

Revenues, expenses and assets are recognised net of GST except where GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(S) BORROWINGS

Loans and borrowings are initially recognised at the fair value of consideration received net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

Where there is an unconditional right to defer settlement of the liability for at least twelve months after the reporting date, the loans or borrowings are classified as non-current.

(T) EARNINGS PER SHARE

Basic earnings per share is calculated as net profit / (loss) attributable to members of the parent, adjusted to exclude any costs of servicing equity other than ordinary shares, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

  • the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and

  • the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

(U) FOREIGN CURRENCIES

Items included in the financial statements of each of the Group entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Australian dollars, which is the Company’s functional and presentation currency.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Exchange differences arising from the translation of financial statements of foreign subsidiaries are taken to the foreign currency translation reserve at the reporting date.

(V) COMPARATIVES

When required by Australian Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

(W) FAIR VALUE MEASUREMENT

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interest. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed each reporting date and transfers between levels are determined based on a reassessment of the lowest level input that is significant to the fair value measurement.

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continued Notes to the financial statements

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

(W) FAIR VALUE MEASUREMENT CONTINUED

For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.

(X) CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

Key judgments – exploration & evaluation assets

The Group performs regular reviews on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. These reviews are based on detailed surveys and analysis of drilling results performed to reporting date.

The Directors have assessed that for the exploration and evaluation assets recognised at 30 June 2019, the facts and circumstances do not suggest that the carrying amount of an asset may exceed its recoverable amount. In considering this the Directors have had regard to the facts and circumstances that indicate a need for an impairment as noted in AASB 6 Exploration for and Evaluation of Mineral Resources .

Exploration and evaluation assets at 30 June 2019 were $9,292,821 (2018: $6,572,307).

Key judgements – significant influence over associates

The Group currently holds between 20% and 50% of the issued ordinary shares of certain companies and management considered whether the Group had control over these companies and accordingly whether these companies should be consolidated into the Group. Several factors including but not limited to the relative proportion of other large shareholders, composition of the Board and the ability to direct decisions arrived at during Board meetings were considered. Based on the factors considered, it was concluded that the Group does not control these companies but rather has the ability to exert significant influence. Accordingly, the Group’s investments in these companies have been accounted for under the equity accounting method.

The notes are convertible into ordinary shares of the parent entity, at the option of the holder, or repayable in October 2020. The conversion rate is based on a variable formula subject to adjustments for share price movement. Management determined that these terms give rise to a derivative financial liability. The initial consideration received for the note was deemed to be fair value of the liability at the issue date. The liability will subsequently be recognised on a fair value basis at each reporting period. The fair value at each reporting date has been determined using a binomial tree model. The key assumptions used and sensitivity of those assumpions in the binomial tree model has been disclosed in Note 31.

Key judgements – convertible note receivable

The Armour Energy convertible notes in the prior year were measured at fair value through profit or loss for financial reporting purposes. As the Armour Energy convertible notes were not traded in an active market, its fair value was estimated by discounting the stream of future interest and principal payments at the rate of interest prevailing at the reporting date for instruments of similar term and risk (the market interest rate), and adding this value to the value of the convertibility feature which was estimated using a BlackScholes model based on assumptions including risk free interest rate, expected dividend yield, expected volatility and expected remaining life of the Armour Energy convertible notes receivable. Any resulting change in fair value was reflected on the profit or loss. Management estimates that the market interest rate on similar borrowings without the conversion feature was approximately 22% and used an implied volatility of 55.81% volatility in valuing the convertibility feature. Refer to Note 31 which summarises the quantitative information about the significant unobservable inputs used in level 3 fair value measurements.

Key judgments – corporate bonds

The Armour Energy corporate bonds are debt instruments measured at amortised cost for financial reporting purposes. The Group’s intention is to hold these corporate bonds to collect the contractual cash flows. The characteristics of the contractual cash flows are that of soley the principal and interest. On intial recognition these are carried at fair value and there after they have been carried at amortised cost in accordance with AASB 9.

Key judgments – share based payment transactions

The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity settled share based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact the profit or loss and equity.

Key judgements – convertible note payable

The Group’s convertible notes have been treated as a financial liability, in accordance with the principles set out in AASB 132. The key criterion for liability classification is whether there is an unconditional right to avoid delivery of cash for another financial asset to settle the contractual obligation. The terms and conditions applicable to the convertible notes require the Group to settle the obligation in either cash, or in the Company’s own shares.

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NOTE 2: REVENUE AND OTHER INCOME

NOTE 2: REVENUE AND OTHER INCOME
2019 2018
$ $
Revenue from contracts with customers
Management fees (related parties) 1,596,000 1,596,000
Total revenue from contracts with customers 1,596,000 1,596,000
Disaggregtation of renvenue is not presented as all revenue for the current and prior years was derived from the provision of management fees.
2019 2018
Interest and other income $ $
Interest (see below) 1,751,816 1,680,518
Net foreign exchange gains - 13,168
Gain on reclassifcation of equity-accounted investments to investments held at fair value
through other comprehensive income - 4,478,780
Other income 285,771 8,227
Total other income 2,037,587 6,180,693
Interest revenue from:
Deposits held with fnancial institutions 14,342 26,906
Armour Energy Limited convertible notes 1,520,579 1,653,612
Armour Energy Limited corporate bonds 216,895 -
Total interest revenue 1,751,816 1,680,518

NOTE 3: PROFIT / (LOSS) BEFORE INCOME TAX

2019 2018
Proft /(loss)before income tax has been determined after: $ $
Finance costs
External 1,162,022 782,740
Related parties - -
Total fnance costs 1,162,022 782,740
Share based payments expense 46,186 941,717
Superannuation contributions expense 159,844 140,705
Minimum lease rentals under operating leases 542,502 520,738
(Gain) / loss on foreign exchange 713 (13,618)

NOTE 4. INCOME TAX

NOTE 4. INCOME TAX
(a)Components of tax expense /(beneft)inproft or loss comprise: 2019
$ 2018
$
Current tax
Deferred tax
Income tax paid in relation to the prior year
(over) / under provisions of deferred tax expenses in prior year
Components of tax expense / (beneft) in other comprehensive income comprise:
Deferred tax
(b) The prima facie tax on proft / (loss) before income tax is reconciled to the income tax
expense / (beneft) as follows:
5,101
(5,101)
(1,493,485)
381,365
-
147,199
(355,665)
-
(1,844,049)
523,463
8,040,671
(15,195,297)
8,040,671
(15,195,297)
2019
$ 2018
$
Prima facie tax on proft / (loss) before income tax at 30% (2018: 30%)
Add tax effect of:
Permanent differences
Other
Derecognised tax losses
Less tax effect of:
Permanent differences
Prior year loss now recognised
Other
Recognition of temporary differences
(1,883,077)
134,601
25,859
285,102
-
-
8,675
8,590
(1,848,543)
428,293
-
(197,873)
-
202,367
95,170
-
Income tax expense /(beneft) (1,844,049)
523,463
Amounts recognised directly in equity
Net deferred tax debited / (credited) directly to equity
Income tax provision recognised
Income tax provision
-
-
-
-
-
(5,101)

66

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dgrglobal.com.au

Financial report continued continued Notes to the financial statements

NOTE 4: INCOME TAX CONTINUED

2019 Opening
balance
$ Net charged to
income
$ Net charged
to other
comprehensive
income
$ Net charged to
other equity
$ Closing
balance
$
Deferred tax asset
Carried forward tax losses
Accruals/provisions
Capital raisingcosts expensed
2,357,452
1,390,192
-
-
3,747,644
241,430
(21,895)
-
-
219,536
106,627
(39,600)
-
-
67,027
Deferred tax liability
Financial assets at fair value through
other comprehensive income
Convertible note
Investment in associates
Exploration and evaluation assets
Property, plant & equipment
2,705,509
1,328,697
-
-
4,034,206
(21,732,550)
-
(8,143,179)
-
(29,875,729)
-
(108,693)
-
-
(108,693)
(4,322,261)
1,648,292
102,509
-
(2,571,460)
(870,656)
(1,019,146)
-
-
(1,889,802)
(67,599)
-
-
-
(67,599)
(26,993,066)
520,452
(8,040,671)
-
(34,513,285)
Net deferred tax recognised (24,287,557)
1,849,149
(8,040,671)
-
(30,479,079)
Deferred tax assets not recognised
Unused tax losses
Unused capital losses
Temporary differences
Tax beneft at 30%
1,790,677
28,915
-
-
1,819,592
67,848
-
-
-
67,848
-
-
-
-
-
557,558
8,675
-
-
566,232
2018 Opening
balance
$ Net charged to
income
$ Net charged
to other
comprehensive
income
$ Net charged to
other equity
$ Closing
balance
$
Deferred tax asset
Carried forward tax losses
Accruals/provisions
Capital raising costs expensed
Investment in associates
AFS revaluation
1,716,256
641,196
-
-
2,357,452
164,945
76,485
-
-
241,430
83,964
22,663
-
-
106,627
372,124
(372,124)
-
-
-
405,059
-
(405,059)
-
-
Deferred tax liability
Financial assets at fair value through
other comprehensive income
Related party loans
Investment in associates
Exploration and evaluation assets
Property, plant & equipment
2,742,348
368,220
(405,059)
-
2,705,509
(36,024,309)
(1,308,596)
15,600,355
-
(21,732,550)
(110,011)
110,011
-
-
-
(4,313,455)
(8,806)
-
-
(4,322,261)
(1,328,462)
457,806
-
-
(870,656)
(67,599)
-
-
-
(67,599)
(41,843,837)
(749,585)
15,600,355
-
(26,993,066)
Net deferred tax recognised (39,101,489)
(381,365)
15,195,296
-
(24,287,557)
Deferred tax assets not recognised
Unused tax losses
Unused capital losses
Temporary differences
Tax beneft at 30%
1,762,042
28,635
-
-
1,790,677
67,848
-
-
-
67,848
-
-
-
-
-
548,967
8,590
-
-
557,558

In order to recoup carried forward losses in future periods, either the Continuity of Ownership Test (COT) or Same Business Test must be passed. The majority of losses are carried forward at 30 June 2019 under the COT.

Deferred tax assets which have not been recognised as an asset, will only be obtained if:

  • a) the Company derives future assessable income of a nature and of an amount sufficient to enable the losses to be realised; b) the Company continues to comply with the conditions for deductibility imposed by the law; and

  • c) no changes in tax legislation adversely affect the Company in realising the losses.

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Financial report continued continued Notes to the financial statements

NOTE 5: KEY MANAGEMENT PERSONNEL

Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each member of the Group’s Key Management Personnel for the year ended 30 June 2019. The totals of remuneration for Key Management Personnel during the year are set out below.

Personnel during the year are set out below.
2019 2018
$ $
Short-term employee benefts 1,600,100 1,280,990
Long-term employee benefts 8,280 3,839
Post-employment benefts 73,718 42,295
Share-based payments - 583,896
Total 1,682,098 1,911,020

NOTE 6. DIVIDENDS AND FRANKING CREDITS

There were no dividends paid or recommended during the financial year ended 30 June 2019 (2018: nil).

NOTE 7: AUDITOR’S REMUNERATION

NOTE 7: AUDITOR’S REMUNERATION
2019 2018
$ $
Amounts paid / payable to the auditor of the parent of the Group for:
Audit and review of the fnancial reports of the Group 87,200 81,200
87,200 81,200
NOTE 8: EARNINGS PER SHARE (EPS)
2019 2018
(a)Earnings $ $
Earnings used to calculate basic and diluted earnings per share (4,440,658) (65,382)
2019 2018
(b)Weighted average number of shares shares shares
Used in calculating basic EPS 613,181,877 599,230,366
Weighted average number of dilutive options - -
Weighted average number of ordinary shares and potential ordinary shares, used in calculating
dilutive EPS 613,181,877 599,230,366

NOTE 9: CASH AND CASH EQUIVALENTS

2019 2018
$ $
Cash at bank and in hand 1,671,891 2,841,511
Total 1,671,891 2,841,511

NOTE 10: TRADE AND OTHER RECEIVABLES

2019 2018
$ $
Trade receivables 745,483 809,906
Interest receivables - 394,136
GST receivable 107,409 171,873
Other receivables 257,813 107,371
Total 1,110,705 1,483,286

The receivables were not exposed to foreign exchange risk. No receivables were impaired at 30 June 2019 (2018: nil).

Past due but not impaired receivables are set out below.

2019
Total
$ Amount
impaired
$ Amount not
impaired
$ 94,565
-
94,565
27,500
-
27,500
45,990
-
45,990
577,428
-
577,428
745,483
-
745,483
2018
Total
$ Amount
impaired
$ Amount not
impaired
$
Not past due
Past due 30 days
Past due 30–60 days
Past due >60 days
297,719
-
297,719
2,872
-
2,872
50,589
-
50,589
458,726
-
458,726
Total 809,906
-
809,906

All receivables that are neither past due nor impaired are with long standing clients who have a good credit history with the entity. As at 30 June 2019, included in trade and other receivables is two significant debtors accounting for 93% (2018: one significant debtor accounting for 56%) of the total trade receivables.

Options granted are not included in the determination of diluted earnings per share as they are considered to be anti dilutive.

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Financial report continued continued Notes to the financial statements

On 16 December 2016, DGR Global subscribed for $9.4 million worth of Convertible Notes in Armour Energy, in part repayment of

NOTE 11: OTHER FINANCIAL ASSETS

NOTE 11: OTHER FINANCIAL ASSETS
2019 2018
$ $
Financial assets at fair value through other comprehensive income (refer (a) below) 123,273,136 96,115,003
Convertible notes (refer (b) below) - 11,175,368
Corporate bonds (refer (c) below) 8,750,000 -
Cash on deposit held as security (refer (d) below) 314,000 314,000
Security bonds (refer (e) below) 1,334,504 1,207,949
133,671,640 108,812,320

the Bridging Finance Facility, the key terms of the notes are as follows:

  • Issue Price: Face value of $0.11 per Convertible Note

  • Interest Rate: 15% per annum

  • Interest Payments: Interest paid half yearly in arrears and the interest may be paid in certain circumstances at Armour’s election by the issue of further Convertible Notes;

  • Maturity Date: 30 September 2019

  • Conversion Terms: Convertible at any time at the Convertible Note holder’s election into one ordinary share in Armour subject to usual adjustment mechanisms in certain circumstances

On 5 April 2017, interest accrued on the Armour Energy convertible notes to 31 March 2017 of $405,616 was paid via the issue of

additional convertible notes at the Company’s election. Armour Energy Limited redeemed all the outstanding convertible notes on 29 March 2019.

2019 2018
(a)Financial assets at fair value through other comprehensive income $ $
Opening balance at 1 July 96,115,003 138,522,943
Additions 15,000 406,030
Additions – conversion of Lakes Oil NL convertible notes - 367,500
Additions – reclassifcation on loss of signifcant infuence from investments accounted for
using the equity method initially recognised at fair value - 7,469,829
Disposal of fnancial assets at fair value through other comprehensive income - -
Fair Value adjustment through other comprehensive income 27,143,133 (50,651,299)
Closingbalance at 30 June 123,273,136 96,115,003

Financial assets at fair value through other comprehensive income comprise an investment in the ordinary issued capital of SolGold plc, listed on the London Stock Exchange (LSE) and Toronto Stock Exchange (TSX), an investment in the ordinary issued capital of Block X Capital Corp. (listed on the TSX), an investment in the ordinary issued capital of Aus Tin Mining Limited (listed on the ASX), an investment in the ordinary issued capital of Lakes Oil NL (listed on the ASX), and an investment in the ordinary issued capital of Dark Horse Resources Limited (listed on the ASX).

Classification of financial assets at fair value through other comprehensive income

For equity securities that are not held for trading, the Company has made an irrevocable election at initial recognition to recognise changes in fair value through other comprehensive income rather than profit or loss. These securities are presented separately in the statement of financial position.

statement of fnancial position.
2019 2018
(b)Convertible notes at fair value throughproft or loss $ $
Opening balance at 1 July 11,175,368 10,173,116
Additions – Conversion of Armour Energy Convertible note interest - 733,407
Fair value movement (636,345) 636,345
Conversion of Lakes Oil NL convertible notes into ordinary shares - (367,500)
Redemption of Armour Energy Convertible note (10,539,023) -
Closingbalance at 30 June - 11,175,368
2019 2018
(c)Corporate bonds at amortised cost $ $
Opening balance at 1 July - -
Additions 10,000,000 -
Sale / Disposals (1,250,000) -
Closingbalance at 30 June 8,750,000 -

On 29 March 2019, post the redemption of the Armour Energy convertible notes, the Company applied for a $10,000,000 investment

in the new secured and amortising notes (New Notes) in Armour Energy Limited. The offer was managed by FIIG Securities Limited and the key terms of the New Notes are as follows:

  • Issue Price: $1,000

  • Interest Rate: 8.75%

  • Interest Payments: Interest paid quarterly in arrears

  • Term: 5 years

  • Security: The New Notes will be secured over all of the assets of the Armour Energy Limited

(d) Cash on deposit held as security at amortised cost

Cash on deposit held as security is held in a term deposit account restricted under a bond with the Department of Natural Resources and Mining as security for rehabilitation works required.

(e) Security bonds at amortised cost

Security bonds are held with the Department of Natural Resources and Mining as security for rehabilitation works required.

(f) Fair value

Refer to note 31 for fair value disclosures.

72

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Financial report continued

continued Notes to the financial statements

(c) Summarised financial information

NOTE 12: CONTROLLED ENTITIES AND TRANSACTIONS WITH NONCONTROLLING INTERESTS



(a)Controlled entities
Country of
Incorporation
Principal Activity
Principal
place of
business
Percentage owned
2019
2018
Parent entity:
DGR Global Limited
Australia
Mineral Exploration
Australia
Subsidiaries of DGR Global Limited:
Pennant Resources Pty Ltd1
Australia
Mineral Exploration
Australia
Auburn Resources Ltd1
Australia
Mineral Exploration
Australia
Barlyne Mining Pty Ltd1
Australia
Mineral Exploration
Australia
Albatross Bauxite Pty Ltd
Australia
Mineral Exploration
Australia
Coolgarra Minerals Pty Ltd
Australia
Mineral Exploration
Australia
DGR Zambia Ltd
Zambia
Mineral Exploration
Zambia
Hartz Rare Earths Pty Ltd
Australia
Mineral Exploration
Australia
Pinnacle Gold Pty Ltd
Australia
Mineral Exploration
Australia
Tinco Pty Ltd
Australia
Mineral Exploration
Australia
DGR Bolivia Pty Ltd
Australia
Mineral Exploration
Australia
Andean ExplominingSRL
Bolivia
Mineral Exploration
Bolivia
45%
63%
45%
63%
45%
63%
100%
100%
100%
100%
100%
100%
100%
100%
94%
94%
100%
100%
100%
100%
100%
-

1 Auburn Resources Limited (previously Archer Resources Limited) is the immediate parent of Barlyne Mining Pty Ltd and Pennant Resources Pty Ltd (previously Aimfire Resources Pty Ltd). These companies are wholly owned and directly held by Auburn Resources Limited and indirectly by DGR Global Limited.

(b) Transactions with non-controlling interests

During the financial year ended 30 June 2019, Auburn Resources Limited issued a total of 17,402,199 new ordinary shares (2018: nil).

Summarised financial information of the subsidiaries with non-controlling interests that are material to the consolidated entity is set out below.

out below.
2019 2018
Auburn Resources Limited – non-controllinginterest 45%(2018: 37%) $ $
Summarised statement of fnancial position
Current assets 552,966 32,354
Non-current assets 2,668,198 2,225,907
Total assets 3,221,164 2,258,261
Current liabilities 24,018 398,582
Non-current liabilities - 546,024
Total liabilities 24,018 944,606
Net assets 3,197,146 1,313,655
Summarised statement of proft or loss and other comprehensive income
Revenue - -
Expenses (29,503) (24,700)
Proft / (loss) before income tax expense (29,503) (24,700)
Income tax (expense) / beneft - -
Proft / (loss) after income tax expense (29,503) (24,700)
Other comprehensive income - -
Total comprehensive income (29,503) (24,700)
Statement of cash fows
Net cash used in operating activities (41,882) (18,434)
Net cash used in investing activities (311,584) (205,104)
Net cash from fnancingactivities 882,314 228,894
Net increase /(decrease)in cash and cash equivalents 528,848 5,356
Other fnancial information
Proft / (loss) attributable to non-controllinginterests 7,911 (9,116)
Accumulated non-controllinginterests at the end of reportingperiod 1,635,617 496,587
Dividendspaid to non-controllinginterests - -

There are no significant restrictions on the ability of DGR Global Limited to access the assets of the subsidiaries with noncontrolling interests.

74

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Financial report continued

continued Notes to the financial statements

(c) Summarised financial information of associates

NOTE 13: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD


METHOD
Name
Country of
incorporation
and principle
place of
business
Principle activity
Shares
Ownership
interest
Carrying amount
2019
%
2018
%
2019
$ 2018
$
Armour Energy Ltd
Australia
Oil & gas exploration
ORD
IronRidge Resources Ltd
Australia
Mineral exploration
ORD
22%
22%
22%
24%
7,497,281
7,635,576
8,780,536
10,356,256
(a)Movements duringtheyear in equityaccounted investments 2019
$
16,277,817
17,991,832
2018
$
Balance at beginning of year
Additional investment
Sale of investment
Share of associates losses after income tax
Share of associates other comprehensive income
Net reversal of impairment
Reclassifcation on loss of signifcant infuence to fnancial assets classifed at fair
value through other comprehensive income – derecognised carryingamount
17,991,832
2,100,000
-
(4,127,440)
(341,695)
655,120
-
17,035,638
4,816,283
-
(6,236,853)
376,703
4,991,112
(2,991,051)
Balance at end ofyear 16,277,817 17,991,832

Net reversal of impairment relates to the investments in Armour Energy Ltd. At 30 June 2018 the share price of Armour Energy Ltd

was $0.084. The share price of Armour Energy Ltd at 30 June 2019 was $0.067. The investment in Armour Energy Ltd has been written up to the lower of fair value, less costs to sell or the equity accounted value, while the investment in IronRidge Resources has been further impaired following the recognition of the Group’s share of profits in excess of the increase in share price.

The results of the Group’s associates and its aggregated assets (including goodwill) and liabilities are set out below.

Ownership interest
%
Current assets
$ Non-current assets
$ Current liabilities
$
2019
Armour Energy Limited
IronRidge Resources Limited
22%
22%
14,376,248
102,175,981
6,690,858
6,923,588
25,546,351
1,395,416
2018
Armour Energy Limited
Dark Horse Resources Limited*
IronRidge Resources Limited
22%
-
24%
21,299,836
127,722,332
8,086,274
9,037,623
92,483,704
10,543,173
-
-
-
9,208,488
16,890,343
1,452,776
Non-current liabilities
$
18,246,111
109,374,047
11,995,949
Revenues
$ Proft/loss
$ Other comprehensive
income
$
2019
Armour Energy Limited
IronRidge Resources Limited
65,102,608
-
27,819,335
(11,683,748)
(1,488,893)
45,945
(7,137,728)
(66,529)
2018
Armour Energy Limited
Dark Horse Resources Limited*
IronRidge Resources Limited
65,102,608 27,865,280
(18,821,476)
(1,555,422)
46,132,323
-
-
14,748,819
(11,557,788)
1,487,500
23,214
(2,216,375)
-
52,648
(13,191,397)
176,843
46,132,323 14,801,467
(24,749,185)
1,664,343
  • Dark Horse Resources Limited was transferred to financial assets carried at fair value through other comprehensive income. The profit/loss and other comprehensive income for represent results up to the date of loss of significant influence on 19 April 2018.
2019 2018
(b)Fair value of investments in associates withpublishedpricequotations $ $
Fair value of investment in Armour Energy Limited 7,497,281 7,635,576
Fair value of investment in IronRidge Resources Limited 19,336,537 34,095,692
Closingbalance at 30 June 26,833,818 41,731,268

Refer note 31 for further details on fair value.

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Financial report continued

continued Notes to the financial statements

NOTE 13: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD CONTINUED

  • (d) Reconciliation of the carrying amount of the Group’s investment in associates
Armour Energy
Dark Horse Resources
IronRidge Resources
2019
$ 2018
$ 2019
$ 2018
$ 2019
$ 2018
$
Opening carrying amount
Share of profts (loss) after tax
Share of other comprehensive income
Additional investment
Reversal of impairment/ (impairment)
Reclassifcation to fnancial assets at fair
value through other comprehensive income
7,635,576
5,253,500
-
1,867,429
10,356,256
9,914,709
(2,566,375)
(2,592,947)
-
(430,762)
(1,561,065)
(3,213,146)
(327,041)
333,715
-
-
(14,655)
42,988
2,100,000
1,204,578
-
-
-
3,611,705
655,120
3,436,730
-
1,554,383
-
-
-
-
(2,991,050)
-
-
Closingcarryingamount 7,497,281
7,635,576
-
-
8,780,536
10,356,256

(e) Reconciliation of the share of net assets to the carrying amount of the Group’s investment in associates



Armour Energy
Dark Horse Resources
IronRidge Resources
2019
$ 2018
$ 2019
$ 2018
$ 2019
$ 2018
$
Share of net assets
Goodwill
Net impairment
9,831,416
10,060,995
-
-
6,844,295
6,003,258
15,796,335
16,360,171
-
-
1,936,241
4,352,998
(18,130,470)
(18,785,590)
-
-
-
-
Closingcarryingamount 7,497,281
7,635,576
-
-
8,780,536
10,356,256

NOTE 14: PROPERTY, PLANT AND EQUIPMENT

NOTE 14: PROPERTY, PLANT AND EQUIPMENT
2019
$ 2018
$
Land at cost 345,000
345,000
Freehold building at cost
Accumulated depreciation
79,234
72,728
(35,569)
(33,735)
Plant and equipment at cost
Accumulated depreciation
43,665
38,993
360,593
359,309
(352,604)
(349,083)
Site infrastructure at cost
Accumulated depreciation
7,989
10,226
2,443,532
2,443,532
(2,443,532)
(2,443,532)
Motor vehicles at cost
Accumulated depreciation
-
-
25,082
25,082
(25,082)
(25,082)
Computers and offce equipment at cost
Accumulated depreciation
-
-
197,450
189,555
(187,940)
(182,931)
Furniture and fttings at cost
Accumulated depreciation
9,510
6,624
108,903
108,903
(97,533)
(83,015)
11,370
25,888
417,534
426,731
2019
Land
$ Freehold
building
$ Plant &
equipment
$ Computers
& offce
equipment
$ Furniture &
fttings
$ Total
$
11,370
25,888
417,534
426,731
Balance at the beginning of the year
345,000
38,993
10,226
6,624
25,888
426,731
Additions
-
6,506
1,284
7,895
-
15,685
Disposals
-
-
-
-
-
-
Depreciation expenses
-
(1,834)
(3,521)
(5,009)
(14,518)
(24,882)
Carryingamount at the end of theyear
345,000
43,665
7,989
9,510
11,370
417,534

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Financial report continued continued Notes to the financial statements

NOTE 14: PROPERTY, PLANT AND EQUIPMENT CONTINUED

Land Freehold Plant & Computers Furniture & Total
2018 building equipment & offce
equipment
fttings
$ $ $ $ $ $
Balance at the beginning of the year 345,000 38,736 7,544 13,861 40,944 446,085
Additions - 2,028 9,032 4,287 - 15,347
Disposals - - - - - -
Depreciation expenses - (1,771) (6,350) (11,524) (15,056) (34,701)
Carryingamount at the end of theyear 345,000 38,993 10,226 6,624 25,888 426,731

NOTE 15: EXPLORATION AND EVALUATION ASSETS

2019 2018
$ $
Exploration and evaluation assets 9,292,821 6,572,307
Movements in carrying amounts
Balance at the beginning of the year 6,572,307 4,428,211
Additions 2,782,358 2,966,361
Written-off (61,844) (822,265)
Carryingamount at the end of theyear 9,292,821 6,572,307

The exploration and evaluation assets written off during the year are as a result of the total abandonment of certain areas of tenure.

The recoverability of the carrying amount of exploration and evaluation assets is dependent on the successful development and commercial exploitation or, alternatively, the sale of the respective areas of interest.

NOTE 16: OTHER ASSETS

NOTE 16: OTHER ASSETS
2019 2018
$ $
Prepayments 6,223 39,710

NOTE 18: OTHER FINANCIAL LIABILITIES

NOTE 18: OTHER FINANCIAL LIABILITIES
2019
$ 2018
$
Convertible notes at fair value through proft or loss
Loans from related parties
9,854,145
7,799,904
-
140,000
Movements in convertible notes carryingvalue 9,854,145
7,939,904
2019
$ 2018
$
Opening balance
Face value of convertible notes issued
Additions
7,799,904
8,000,000
2,000,000
-
54,241
(200,096)
Movement in fair value 9,854,145
7,799,904

The principal terms of the convertible notes are as follows:

  • Number of notes issued: 50,000,000

  • Issue price: Face value of $0.20 per convertible note

  • Interest rate: 12% per annum

  • Interest payments: Interest paid quarterly in arrears. Interest is payable as cash.

  • Maturity date: 26 September 2020

  • Conversion terms: Convertible at any time at the Convertible Note holder’s election into one ordinary share in DGR based on a price of $0.20 per share, subject to usual adjustment mechanisms in certain circumstances. As a result of the adjustment mechanism the fixed-for-fixed test is not met therefore the convertible notes are carried at fair value through profit or loss.

  • Security: Secured by DGR’s share holding in IronRidge Resources.

NOTE 19: PROVISIONS – NON-CURRENT

2019 2018
$ $
Site restoration 1,041,313 1,041,313
Longservice leave 68,059 48,241
1,109,372 1,089,554

NOTE 17: TRADE AND OTHER PAYABLES

2019 2018
$ $
Trade payables 687,489 852,997
Sundry payables and accrued expenses 770,504 248,386
Employee benefts 299,852 359,734
1,757,845 1,461,117

The Group has conducted an extensive review of the environmental status of the Mining Leases with a view to making an assessment of the appropriate provision it should make for liabilities in respect of rehabilitation and restoration. In the course of this exercise, advice was received from different parties providing estimations on the potential costs for future rehabilitation and restoration. Based on this information, the Group has provided in respect of these restoration liabilities an amount of $1,041,313.

Trade and other payables are non-interest bearing and are generally on 30–60 day terms. Due to the short term nature of these payables, their carrying value is assumed to approximate fair value.

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Financial report continued continued Notes to the financial statements

NOTE 20: ISSUED CAPITAL

NOTE 20: ISSUED CAPITAL
2019 2018
$ $
613,181,877 (30 June 2018: 613,181,877) fully paid ordinary shares 35,004,941 35,004,941
Share issue costs (1,459,020) (1,459,020)
33,545,921 33,545,921

NOTE 21: RESERVES

NATURE AND PURPOSE OF RESERVES

(i) Share-based payments reserve

The share-based payments reserve is used to recognise the grant date fair value of options issued to employees and other service providers.

(ii) Change in proportionate interest reserve

Ordinary shares participate in dividends and the proceeds on winding up the Company. At shareholder meetings each ordinary share

is entitled to one vote when a poll is called, otherwise each shareholder has one vote on show of hands.

The change in proportionate interest reserve is used to recognise differences between the amount by which non-controlling interests are adjusted and any consideration paid or received which may arise as a result of transactions with non-controlling interests that do not result in a loss of control.

There is no par value or authorised capital.

(iii) Financial assets revaluation reserve

2019 2018 2019 2018
(a)Ordinaryshares Number Number $ $
At 1 July 613,181,877 570,511,877 35,004,941 32,231,391
2 August 20171 - 2,000,000 - 130,000
29 September 20172 - 17,720,000 - 1,151,800
27 November 20173 - 22,950,000 - 1,491,750
At 30 June 613,181,877 613,181,877 35,004,941 35,004,941
  • 1 On 2 August 2017, 2,000,000 $0.065 ordinary shares were issued upon the exercise of options.

2 On 29 September 2017, 17,720,000 $0.065 ordinary shares were issued upon the exercise of options.

3 On 27 November 2017, 22,950,000 $0.065 ordinary shares were issued upon the exercise of options.

(b)Options Number Exercise Price Expiry
Unlisted employee options 19,375,000 $0.20 08/11/20
Unlisted Director options 17,500,000 $0.20 28/11/20
Unlisted employee options 3,000,000 $0.20 12/02/21
Unlisted employee options 2,200,000 $0.20 12/02/21
Total options on issue 42,075,000

(c) Capital management

Management controls the capital of the Group in order to provide capital growth to shareholders and ensure the Group can fund its operations and continue as a going concern. The Group’s capital comprises equity as shown on the statement of financial position. There are no externally imposed capital requirements. Management effectively manages the Group’s capital by assessing the Group’s financial risk and adjusting its capital structure in response to changes in these risks and the market. These responses include the management of share issues.

Changes in the fair value of investments, such as equities, classified as financial assets at fair value through other comprehensive imcome, are recognised in other comprehensive income, as described in note 1(g) and accumulated in a separate reserve within equity.

Movements in the financial assets revaluation reserve are set out below.

Movements in the fnancial assets revaluation reserve are set out below.
2019 2018
$ $
Balance 1 July 50,027,970 85,107,269
Revaluation – gross 27,143,133 (50,651,299)
Deferred tax (8,040,671) 15,195,297
Share of other comprehensive income in associate (net of tax) (341,695) 376,703
68,788,737 50,027,970

(iv) Profit reserve

The Profit Reserve is used to quarantine annual profits when available. This allows the Company to be able to pay dividends to shareholders at its discretion.

Movements in the profit reserve are set out below.

2019 2018
$ $
Balance 1 July 8,854,067 8,854,067
Transfer of Proft after tax to proft reserve - -
Dividend declared - -
8,854,067 8,854,067

There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.

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Financial report continued continued Notes to the financial statements

NOTE 22: ACCUMULATED LOSSES

NOTE 22: ACCUMULATED LOSSES
2019 2018
$ $
Accumulated losses attributable to members of DGR Global Ltd at beginning of the fnancial year (15,292,089) (15,226,707)
Proft / (loss) for the year (4,440,658) (65,382)
Transfer of reserves on disposal of investments - -
Accumulated losses attributable to members of DGR Global Ltd at the end of the fnancialyear (19,732,747) (15,292,089)

NOTE 23: COMMITMENTS FOR EXPENDITURE

(a) Future exploration

The Group has certain obligations to expend minimum amounts on exploration in tenement areas. These obligations may be varied from time to time and are expected to be fulfilled in the normal course of operations of the Group.

The commitments to be undertaken are set out below.

The commitments to be undertaken are set out below.
2019
$ 2018
$
Payable within one year
Payable between one and fve years
2,422,406
557,000
544,000
784,000
2,966,406
1,341,000

To keep the exploration permits in good standing, work programs should meet certain minimum expenditure requirements. If the minimum expenditure requirements are not met, the Group has the option to negotiate new terms or relinquish the tenements. The Group also has the ability to meet expenditure requirements by joint venture or farm in agreements.

NOTE 25: SHARE-BASED PAYMENTS

On 9 November 2017, 19,375,000 DGR Global Ltd share options were granted to management and employees under the Employee Share Option Plan. The options are to take up one ordinary share in DGR Global Ltd at a price of 20 cents each. The options vested immediately and are due to expire on 8 November 2020. A value of $444,407 was calculated using the Black Scholes valuation methodology (refer below).

On 30 November 2017, 17,500,000 DGR Global Ltd share options were granted to Directors as approved by shareholders at AGM of 29 November 2017. The options are to take up one ordinary share in DGR Global Ltd at a price of 20 cents each. The options vested immediately and are due to expire on 28 November 2020. A value of $400,399 was calculated using the Black Scholes valuation methodology (refer below).

On 12 February 2018, 3,000,000 DGR Global Ltd share options were granted to management under the Employee Share Option Plan. The options are to take up one ordinary share in DGR Global Ltd as a price of 20 cents each. The options vested immediately and are due to expire on 12 February 2021. A value of $71,897 was calculated using the Black Scholes valuation methodology (refer below).

On 15 June 2018, 1,000,000 DGR Global Ltd share options were granted to management under the Employee Share Option Plan. The options are to take up one ordinary share in DGR Global Ltd as a price of 20 cents each. The options vested immediately and are due to expire on 12 February 2021. A value of $25,014 was calculated using the Black Scholes valuation methodology (refer below).

On 30 October 2018, 1,200,000 DGR Global Ltd share options were granted to employees under the Employee Share Option Plan. The options are to take up one ordinary share in DGR Global Ltd as a price of 20 cents each. The options vested immediately and are due to expire on 12 February 2021. A value of $46,186 was calculated using the Black Scholes valuation methodology (refer below).

(b) Lease expenditure commitments

(b) Lease expenditure commitments
2019 2018
Operatingleases(non-cancellable) $ $
Minimum lease payments
Not later than one year 518,357 488,014
Later than one year and not later than fve years 2,289,230 40,799
Later than fve years 50,696 -
2,858,283 528,813

Operating leases relate to office premises. The original terms of the operating leases ranged from 1 to 7 years with options to renew.

NOTE 24: CONTINGENT LIABILITIES

Movements in a number of options are set out below.

2019
2018
No. of options
Weighted average
exercise price
$ No. of options
Weighted average
exercise price
$
Outstanding at the beginning of the year
Granted
Forfeited
Exercised
Expired
40,875,000
$0.20
42,670,000
$0.065
1,200,000
$0.20
40,875,000
$0.20
-
-
-
-
-
-
(42,670,000)
$0.065
-
-
-
-
Outstandingatyear-end 42,075,000
$0.20
40,875,000
$0.20
Exercisable atyear-end 42,075,000
$0.20
40,875,000
$0.20

The Directors are not aware of any contingent assets and liabilities at 30 June 2019.

The weighted average exercise price of options outstanding at the end of the year was $0.20 (2018: $0.20). The weighted average remaining contractual life of the options was 1.41 years (2018: 2.41 years).

All options on issue will settle for one share each when exercised. There are no vesting conditions attached to the options.

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Financial report continued

continued Notes to the financial statements

RECONCILIATION OF SHARE-BASED PAYMENTS EXPENSE

NOTE 25: SHARE-BASED PAYMENTS CONTINUED

FAIR VALUE

The fair values of options granted were calculated by using a Black-Scholes options pricing model applying the following inputs.

2019 2018
$ $
DGR Global Ltd options 46,186 941,717
Total share-basedpayments expense 46,186 941,717

DGR Global Limited

DGR Global Limited
2019 DGR Global Limited
ESOP
Weighted average exercise price $0.20
Weighted average life of the option 2.29 years
Underlying share price $0.145
Expected share price volatility 60.20%
Risk free interest rate 1.97%
Number of options issued 1,200,000
Fair value (Black-Scholes) per option $0.038
Total value of options issued $46,186
2018 DGR Global Limited
ESOP
DGR Global Limited
Director Options
Weighted average exercise price $0.20 $0.20
Weighted average life of the option 2.41 years 2.42 years
Underlying share price $0.085 – $0.10 $0.10
Expected share price volatility 61.36% – 74.36% 61.36%
Risk free interest rate 1.94% – 2.13% 1.89%
Number of options issued 23,375,000 17,500,000
Fair value (Black-Scholes) per option $0.023 – $0.025 $0.023
Total value of options issued $541,317 $400,400

Expected share price volatility was estimated based on historical share price volatility.

RECONCILIATION OF RESERVE MOVEMENTS

RECONCILIATION OF RESERVE MOVEMENTS
2019 2018
$ $
Opening balance at 1 July 7,840,582 6,898,865
Total share issue costs recognised in equity - -
Total share based payments expense 46,186 941,717
Closingbalance at 30 June 7,886,768 7,840,582

NOTE 26: RELATED PARTY DISCLOSURES

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

(A) PARENT AND ULTIMATE CONTROLLING ENTITY

  • i) The parent entity and ultimate controlling entity is DGR Global Ltd which is incorporated in Australia. The names and other information about subsidiaries are provided in Note 12.

(B) TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL

  • i) Transactions with Key Management Personnel are provided in the Remuneration Report within the Directors’ Report on page 28.

(C) TRANSACTIONS WITH RELATED PARTIES

  • i) DGR Global Ltd has a commercial agreement with Armour Energy Ltd, for the provision of administrative services. In consideration for the provision of the services, Armour Energy Ltd pays DGR Global Ltd a monthly management fee. For the year ended 30 June 2019 $456,000 (2018: $456,000) was paid or payable to DGR Global Ltd Ltd for the provision of the services. The total amount receivable at year end was $396 (2018: $859).

  • ii) DGR Global Ltd has a commercial agreement with Aus Tin Mining Ltd for the provision of administrative Services. In consideration for the provision of the Services, Aus Tin Mining Ltd pays DGR Global Ltd a monthly management fee. For the year ended to 30 June 2019 $192,000 (2018: $192,000) was paid or payable to DGR Global Ltd for the provision of the Services. The total amount receivable at year end was $572,392 (2018: $455,185).

  • iii) DGR Global Ltd has a commercial agreement with Dark Horse Resources Ltd, for the provision of administrative services. In consideration for the provision of the services, Dark Horse Resources Ltd pays DGR Global Ltd a monthly management fee. For the year ended 30 June 2019 $300,000 (2018: $300,000) was paid or payable to DGR Global Ltd for the provision of the services. The total amount receivable at year end was $124,144 (2018: $51,386).

  • iv) DGR Global Ltd has a commercial agreement with IronRidge Resources Ltd for the provision of administrative Services. In consideration for the provision of the Services, IronRidge Resources Ltd pays DGR Global Ltd a monthly management fee. For the year ended 30 June 2019 $288,000 (2018: $288,000) was paid or payable to DGR Global for the provision of the Services. The total amount receivable at year end was $547 (2018: $44,797).

  • v) DGR Global Ltd has a commercial agreement with SolGold Plc, for the provision of administrative services. In consideration for the provision of the services, SolGold Plc pays DGR Global Ltd a monthly management fee. For the year ended 30 June 2019 $360,000 (2018: $360,000) was paid or payable to DGR Global Ltd Ltd for the provision of the services. The total amount receivable at year end was $37,654 (2018: $117,320).

(D) LOANS WITH RELATED PARTIES

There were no loans with related parties during the financial years ended 30 June 2019 and 2018.

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Financial report continued

continued Notes to the financial statements

SEGMENT REPORTING

NOTE 27: OPERATING SEGMENTS

SEGMENT INFORMATION

Identification of reportable segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

Basis of accounting for purposes of reporting by operating segments

(a) Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors, being the chief operating decision maker with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group.

(b) Inter-segment transactions

Corporate charges are allocated to segments based on the segments’ overall proportion of overhead expenditure within the Group. The Board of Directors believes this is representative of likely consumption of head office expenditure that should be used in assessing segment performance and cost recoveries.

Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If inter-segment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements.

(c) Segment assets

Where an asset is used across multiple segments, the asset is allocated to that segment that receives majority economic value from that asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

The Group reports information to the Board of Directors along company lines. That is, the financial position of DGR and each of its subsidiary companies is reported discreetly, together with an aggregated Group total. Accordingly, each company within the Group that meets or exceeds the relevant threshold tests is separately disclosed below. The financial information of the subsidiaries that do not exceed the relevant thresholds outlined above, and are therefore not reported separately, is aggregated and disclosed as Others.

30 JUNE 2019 DGR Global Auburn Others Total
$ $ $ $
Segment performance
Revenue
External revenue 1,596,000 - - 1,596,000
Inter-segment revenue - - - -
Total segment revenue 1,596,000
Reconciliation of segment revenue to Group revenue
Elimination of intersegment revenue -
Total Grouprevenue 1,596,000
Segment net proft / (loss) before tax (2,741,508) (29,504) (33,592) (2,804,604)
Reconciliation of segment result to Group net proft / (loss) before tax
Reversal of impairment of investment in associate 655,120
Share of losses of associates (4,127,440)
Netproft /(loss)before tax (6,276,924)
Segment assets
Assets 164,435,386 3,221,164 1,199,681 168,856,231
Reconciliation of segment assets to Group assets
Inter-segment receivables and investments eliminated (6,407,600)
Total Groupassets 162,448,631

All segment asset additions occur in Australia.

(d) Unallocated items

The following items of revenue, expenses and assets are not allocated to operating segments as they are not considered part of the

core operations of any segment:

  • impairment of assets and other non-recurring items of revenue or expense;

  • income tax expense; and

  • current and deferred tax.

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Financial report continued continued Notes to the financial statements

NOTE 27: OPERATING SEGMENTS CONTINUED

SEGMENT REPORTING CONTINUED

SEGMENT REPORTINGCONTINUED
30 JUNE 2018 DGR Global Auburn Others Total
$ $ $ $
Segment performance
Revenue
External revenue 1,596,000 - - 1,596,000
Inter-segment revenue - - - -
Total segment revenue 1,596,000
Reconciliation of segment revenue to Group revenue
Elimination of intersegment revenue -
Total Grouprevenue 1,596,000
Segment net proft / (loss) before tax 1,880,261 (24,700) (161,149) 1,694,412
Reconciliation of segment result to Group net proft / (loss) before tax
Reversal of impairment of investment in associate 4,991,112
Share of losses of associates (6,236,853)
Netproft /(loss)before tax 448,671
Segment assets
Assets 141,174,358 2,225,907 502,171 143,902,436
Reconciliation of segment assets to Group assets
Inter-segment receivables and investments eliminated (5,729,638)
Total Groupassets 138,172,798

All segment asset additions occur in Australia.

NOTE 28: PARENT COMPANY

The Corporations Act requirement to prepare parent entity financial statements where consolidated financial statements are prepared has been removed and replaced by Regulation 2M.3.01 which requires limited disclosure in regard to the parent entity (DGR Global Ltd). The consolidated financial statements incorporate the assets, liabilities and results of the parent entity in accordance with the accounting policy described in Note 1(b).

The limited financial statements of the parent company are set out over the page.

2019 2018
$ $
Statement of fnancial position
Current assets 2,211,232 4,318,643
Non-current assets
Loans (intragroup receivables) - -
Loans (related parties) - 1,755,861
Security bonds 1,587,119 1,479,315
Property plant and equipment 417,534 426,726
Exploration and evaluation assets 5,413,448 3,913,292
Investment in Block X Capital Corp (formerly Lions Gate Metals Inc) 137 2,280
Investment in SolGold plc 117,948,582 82,865,069
Investment in Dark Horse Resources Ltd 1,322,481 5,620,427
Investment in Aus Tin Mining Ltd 3,259,777 6,134,173
Investment in Armour Energy Ltd 7,497,280 7,635,576
Investment in Auburn Resources Ltd 2,166,667 4,056,401
Investment in IronRidge Resources Ltd 19,336,537 34,095,692
Investment in Lakes Oil NL 742,159 1,484,319
Investment in other subsidiaries 10 10
Convertible notes in Armour Energy Ltd - 11,175,368
Corporate bonds Armour Energy Ltd 8,750,000 -
Total non-current assets 168,441,731 160,644,509
Total assets 170,652,963 164,963,152
Current liabilities 1,597,253 8,860,327
Non-current liabilities 41,442,596 25,377,112
Total liabilities 43,039,849 34,237,439
Net assets 127,613,114 130,725,713
Issued capital 33,545,924 33,545,924
Share-based payments reserve 7,886,768 7,756,175
Financial assets revaluation reserve 79,344,737 76,806,997
Proft reserve 8,854,067 8,854,067
Accumulated profts (2,018,382) 3,762,550
Total shareholders’ equity 127,613,114 130,725,713
Statement of comprehensive income
Proft / (loss) for the year (5,780,932) (439,140)
Total comprehensive income for the year 25,324,700 (12,398,292)

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Financial report continued continued Notes to the financial statements

NOTE 28: PARENT COMPANY CONTINUED

At 30 June 2019, the Company’s investments in associates and investments at fair value through other comprehensive income (excluding investments in Convertible Notes) are set out below.

Listed investment Number of Number of options/ Share price# Quoted value
shares warrants (unlisted) $
Block X Capital Inc (previously Lions Gate Metals Inc) 17,500 - C$0.05 951
SolGold plc 204,151,800 - £0.32 117,947,478
Dark Horse Resources Ltd 330,613,371 - $0.004 1,322,453
Aus Tin Mining Ltd 362,197,351 - $0.009 3,259,776
Armour Energy Ltd 111,899,712 - $0.067 7,497,281
IronRidge Resources Ltd 68,522,667 - £0.1563 19,336,537
Lakes Oil NL 742,159,370 - $0.001 742,159
Totalquoted value 150,106,635

Share price represents the market quoted price for listed investments at 30 June 2019. All quoted values above are level 1 in the fair value heirarchy.

GUARANTEES

No guarantees have been entered into by the parent entity in relation to debts of its subsidiaries.

CONTRACTUAL COMMITMENTS

There were no contractual commitments for the acquisition of property, plant and equipment entered into by the parent entity at 30 June 2019 (2018: nil).

OPERATING LEASE COMMITMENTS

Refer note 23(b) to review operating lease commitments.

CONTINGENT LIABILITIES

NOTE 29: CASH FLOW INFORMATION

(a) Reconciliation of cash flow from operations with profit / (loss) after tax

NOTE 29: CASH FLOW INFORMATION
(a) Reconciliation of cash fow from operations with proft / (loss) after tax
2019 2018
$ $
Proft / (loss) after tax (4,432,875) (74,792)
Depreciation 24,877 34,701
Exploration and evaluation assets written off 61,845 822,265
Share based payments expense 46,189 941,717
Share of losses associates 4,127,440 6,236,854
Reversal of impairment of investment in associate (655,120) (4,991,112)
Gain on loss of signifcant infuence of Dark Horse Resources Ltd - (4,478,780)
Fair value movement on convertible note receivable 636,345 (636,345)
Fair value movement on convertible note payable 54,241 (200,096)
Interest converted to convertible notes - (733,406)
Interest capitalised to related party loans - (58,227)
Management fees converted to shares - (200,000)
Changes in operating assets and liabilities, net of the effects of purchase and disposal of subsidiaries:
(Increase) / decrease in trade and other receivables 479,991 (610,374)
(Increase) / decrease in other assets 33,487 (9,053)
Increase / (decrease) in trade and other payables 117,431 (365,383)
Increase / (decrease) in deferred tax liabilities (1,844,049) 523,219
Net cash fow from operations (1,350,198) (3,798,812)
Non-cash investing and fnancing activities
Issue of shares in lieu of cash for services - -
Conversion of receivables for shares and convertible notes - (243,679)
Conversion of loans with related parties for shares - (1,057,799)
Redemption of Armour convertible notes* 10,000,000 -
Investment in Armour corporate bonds (10,000,000) -
Conversion of loans to shares in subsidiaries (140,000) -

The parent entity has no contingent liabilities.

  • Represents the principal amount of the convertible notes early redeemed. The early redemption premium and interest have been included in the net cash flows from operating activities.

(b) Reconciliation of liabilities arising from financing activities

Opening balance
$
Financingcash fow
Non cash fow changes
Closing balance
$ Proceeds from
borrowings
$ Fair value movement of
convertible notes
$
Convertible notes
7,799,904
2,000,000
54,241
9,854,145

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Financial report continued continued Notes to the financial statements

NOTE 30: FINANCIAL RISK MANAGEMENT

NOTE 30: FINANCIAL RISK MANAGEMENT
2019
$ 2018
$
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial assets at fair value through other comprehensive income
Financial assets at fair value through proft or loss
Cash on deposit
Security bonds
Corporate bonds
1,671,891
2,841,511
1,110,705
1,488,387
123,279,087
96,115,003
-
11,175,368
314,000
314,000
1,328,553
1,207,949
8,750,000
-
Financial liabilities
Trade and other payables
Other fnancial liabilities
136,454,236
113,142,218
1,748,087
1,461,117
9,854,145
7,939,904
11,602,232
9,401,021

(a) General objectives, policies and processes

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. The Group’s financial instruments consist mainly of deposits with banks, receivables and payables, shares in listed corporations, investements in convertible notes and corporate bonds.

The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group’s finance function. The Group’s risk management policies and objectives are designed to minimise the potential impacts of these risks on the results of the Group where such impacts may be material.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these matters are set out below.

(b) Credit risk

Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting in the Group incurring a financial loss. This usually occurs when counterparties fail to settle their obligations owing to the Group. The Group’s objective is to minimise the risk of loss from credit risk exposure.

The maximum exposure to credit risk, excluding the value of any collateral or other security, in the event other parties fail to discharge their obligations under financial instruments in relation to each class of financial asset at reporting date is the carrying amount in the statement of financial position which, for the relevant assets, is summarised in the table above.

Credit risk is reviewed regularly by the Board and the audit committee. It primarily arises from exposure to receivables as well as through deposits with financial institutions. There is no collateral held as security.

The Group’s material credit risk exposure is to loans with related parties, related party debtors, investments in convertible notes and corporate bonds.

(c) Liquidity risk

Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet financial obligations as they fall due. The objective of managing liquidity risk is to ensure, as far as possible, that the Group will always have sufficient liquidity to meets its liabilities when they fall due, under both normal and stressed conditions.

Liquidity risk is reviewed regularly by the Board and the audit committee.

The Group manages liquidity risk by monitoring forecast cash flows and liquidity ratios such as working capital. The Group’s working capital, being current assets less current liabilities, has decreased from a surplus of $2,903,390 in 2018 to a surplus of $1,040,732 in 2019.

2019 Carrying Contractual < 6 months 6–12 months 1–3 years > 3 years
MATURITY ANALYSIS amount cash fows
$ $ $ $ $ $
Financial liabilities
Trade and other payables 1,748,087 1,748,087 1,748,087 - - -
Other fnancial liabilities 9,854,145 11,492,603 600,000 600,000 10,292,603 -
Total 11,602,232 13,240,690 2,348,087 600,000 10,292,603 -
2018 Carrying Contractual < 6 months 6–12 months 1–3 years > 3 years
MATURITY ANALYSIS amount cash fows
$ $ $ $ $ $
Financial liabilities
Trade and other payables 1,461,117 1,461,117 1,461,117 - - -
Other fnancial liabilities 7,939,904 9,265,096 480,000 480,000 8,305,096 -
Total 9,401,021 10,726,213 1,941,117 480,000 8,305,096 -

(d) Market risk

Market risk arises from the use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes interest rates (interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk). The Group does not have any material exposure to market risk other than interest rate risk and other equity securities price risk.

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Financial report continued

continued Notes to the financial statements

NOTE 30: FINANCIAL RISK MANAGEMENT CONTINUED

The Group has performed a sensitivity analysis relating to its exposure to interest rate risk. This demonstrates the effect on the profit and equity which could result from a change in these risks.

(d) Market risk continued

Interest rate risk

The objective of interest rate risk management is to manage and control interest rate risk exposures with acceptable parameters while optimising the return. Interest rate risk is managed with a mixture of fixed and floating rate instruments. For further details on interest rate risk refer to the tables below.

2019 Floating interest Fixed interest Non-interest Total carrying Weighted
rate rate bearing amount average effective
interest rate
$ $ $ $ %
(i) Financial Assets
Cash and cash equivalents 1,671,891 - - 1,671,891 0.75%
Trade and other receivables - - 1,110,705 1,110,705 N/A
Other fnancial assets - - 124,921,640 133,671,640 N/A
Corporate bonds - 8,750,000 - - 8.75%
Total fnancial assets 1,671,891 8,750,000 126,032,345 136,454,236
(ii) Financial Liabilities
Trade and other payables - - 1,748,087 1,748,087 N/A
Other fnancial liabilities - 9,854,145 - 9,854,145 12%
Total fnancial liabilities - 9,854,145 1,748,087 11,602,232
2018 Floating interest Fixed interest Non-interest Total carrying Weighted
rate rate bearing amount average effective
interest rate
$ $ $ $ %
(i) Financial Assets
Cash and cash equivalents 2,841,511 - - 2,841,511 1.02%
Trade and other receivables - - 1,483,286 1,483,286 -
Other fnancial assets - 11,489,368 97,322,952 108,812,320 14.44%
Related party loans - - - - -
Total fnancial assets 2,841,511 11,489,368 98,806,238 113,137,117
(ii) Financial Liabilities
Trade and other payables - - 1,461,117 1,461,117
Other fnancial liabilities - 7,799,904 140,000 7,939,904 12%
Total fnancial liabilities - 7,799,904 1,601,117 9,401,021

At 30 June 2019 the effect on profit and equity as a result of changes in the interest rate at that date would be as follows:

2019
$
2018
$
Change in proft and equity
Increase in interest rate by 1% 16,719 28,415
Decrease in interest rate by 1% (16,719) (28,415)

Equity securities price risk

The Group has performed a sensitivity analysis relating to its exposure to equity securities price risk. The sensitivity demonstrates the effect on pre-tax profit and equity which could result from a change in these risks.

At 30 June 2019 the effect on equity as a result of changes in equity security prices would be as follows:

2019 2018
$ $
Change in equity*
Increase in equity security price by 10% (12,327,909) (9,611,500)
Decrease in equity security price by 10% 12,327,909 9,611,500
  • Financial assets revaluation reserve/other comprehensive income

The analysis assumes all other variables remain constant. It also assumes the investment in SolGold plc, Lions Gate Metals Inc, Aus Tin Mining Ltd, Dark Horse Resources Ltd and Lakes Oil NL, were remeasured to fair value on 30 June 2019 (and that the 10% change had occurred as at that date).

It should be noted that the investment in associate is not included in the above analysis as it is outside the scope of Accounting

Standard AASB 9 Financial Instruments , as it is accounted for in accordance with Accounting Standard AASB 128 Investments in Associates and Joint Ventures .

Foreign exchange risk

Foreign exchange risk
Change in US dollar rate Effect on proft before tax
% $
2019 +10% 71
-5% (35)
2018 +10% 103
-5% (51)

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Financial report continued

continued Notes to the financial statements

NOTE 31: FAIR VALUE

FAIR VALUE HEIRARCHY

The following table details the consolidated entity’s assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement being:

Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the Level 1 measurement date. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or Level 2 indirectly. Level 3 Unobservable inputs for the asset or liability.

(a) The following table presents the Group’s assets and liabilities measured and recognised at fair value at 30 June:

Level 1 Level 2 Level 3 Total
$ $ $ $
2019
Financial assets at fair value through other comprehensive income 123,279,087 - - 123,279,087
Convertible note payable - - 9,854,145 9,854,145
2018
Financial assets at fair value through other comprehensive income 96,115,003 - - 96,115,003
Convertible note receivable - - 11,175,368 11,175,368
Convertible note payable - - 7,799,904 7,799,904

The financial assets at fair value through other comprehensive income and certain convertible note receivables are measured based on the quoted market prices at 30 June. The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

Description Fair value at Unobservable inputs* Range of Relationship of unobservable inputs to
30 June 2019 inputs fair value
$
2018
Lower volatility (-10 bps) would increase
Share price volatility 55% FV by $362,084; higher volatility (+10 bps)
would decrease FV by $315,500
Convertible note receivable 11,175,368 Lower discount rate (-100 bps) would
Risk-adjusted discount 22% increase FV by $102,414; higher discount
rate rate (+100 bps) would decrease FV by
$101,169.
Higher volatility (+10 bps) would increase
Share price volatility 60% FV by $103,257; lower volatility (+10 bps)
would decrease FV by $78,915.
Convertible note payable 7,799,904 Lower discount rate (-25 bps) would
Risk-free interest rate 1.96% increase FV by $23,820; higher discount
rate (+25 bps) would decrease FV by
$20,224.
  • There were no significant inter-relationships between unobservable inputs that materially affect fair values.

  • (c) The following table presents the Group’s assets and liabilities which are not carried at fair value at 30 June wherein their carrying values do not approximate their fair value at 30 June:

values do not approximate their fair value at 30 June:
Level 1 Level 2 Level 3 Carrying value
$ $ $ $
2019
Investments accounted for using the equity method 26,833,818 - - 16,277,817
2018
Investments accounted for usingthe equity method 41,731,267 - - 17,991,832

(b) The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value

measurements:

measurements:
Description Fair value at Unobservable inputs* Range of Relationship of unobservable inputs to
30 June 2019 inputs fair value
$
2019
Higher volatility (+10 bps) would increase
Share price volatility 62% FV by $95,564; lower volatility (-10 bps)
would decrease FV by $89,650.
Convertible note payable 9,854,145 Lower discount rate (-25 bps) would
Risk-free interest rate 1.00% increase FV by $24,567; higher discount
rate (+25 bps) would decrease FV by
$24,468.

The investments accounted for using the equity method displayed in the table above are measured based on the quoted market prices at 30 June.

NOTE 32. SIGNIFICANT EVENTS AFTER REPORTING DATE

On 20 September 2019, the Company provided a letter of funding support to Aus Tin Mining Ltd for an amout of up to $1,000,000 and for a term of up to 12 months, with funding requests to be accompanied by details of proposed expenditure and subject the Company’s approval.

Subsequent to 30 June 2019, the Company has sold an additional $2,050,000 of Armour Energy Limited Corporate Bonds

(Corporate Bonds), bringing the total of Corporate Bonds held to $6,700,000 at the date of this report.

The Directors are not aware of any other significant changes in the state of affairs of the Group or events after reporting date that would have a material impact on the consolidated financial statements.

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Financial report continued Directors’ declaration

1. In the opinion of the Directors:

  • a) the financial statements and notes of DGR Global Ltd for the financial year ended 30 June 2019 are in accordance with the Corporations Act, including:

  • i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2019 and performance for the year then ended;

Independent auditor’s report

==> picture [89 x 35] intentionally omitted <==

Tel: +61 7 3237 5999 Level 10, 12 Creek St Fax: +61 7 3221 9227 Brisbane QLD 4000 www.bdo.com.au GPO Box 457 Brisbane QLD 4001 Australia

INDEPENDENT AUDITOR'S REPORT

  • ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations;

  • b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1;

  • c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable, as disclosed in Note 1; and

  • d) the remuneration disclosures contained in the Remuneration Report comply with Section 300A of the Corporations Act.

  • This declaration has been made after receiving the declarations required to be made to the Directors in accordance with Section 295A of the Corporations Act for the financial year ended 30 June 2019.

Signed in accordance with a resolution of the Directors.

==> picture [102 x 43] intentionally omitted <==

Nicholas Mather

Managing Director Brisbane

30 September 2019

To the members of DGR Global Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of DGR Global Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2019, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration.

In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001 , including:

  • (i) Giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its financial performance for the year ended on that date; and

  • (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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Financial report continued Independent auditor’s report continued

==> picture [89 x 35] intentionally omitted <==

Classification and carrying value of financial assets at fair value through other comprehensive

income

Key audit matter How the matter was addressed in our audit
Refer to Note 11 of the financial report.
The Group carries investments in listed shares
which are carried at fair value through other
comprehensive income.
The carrying amount of financial assets at fair
value through other comprehensive income is
a key audit matter due to the significance of
the total balance.
Our audit procedures, amongst others, included:

Obtaining from management a schedule of
investments held by the Group and vouching the
movements to supporting documentation.

Agreeing a sample of the additions and disposals of
investments during the year to supporting
documentation, and ensuring that gains and losses
arising were treated appropriately.

Reviewing management’s assessment of the fair
value of the investments by reference to quoted
prices in active markets, ensuring that
management have considered the effect of foreign
exchange and that all gains and losses have been
treated appropriately.

Reviewing the adequacy of the disclosures of
investments, including the fair value disclosures,
by comparing these disclosures to our
understanding the nature of the investment and
the applicable accounting standards.
Carrying value of convertible notes payable
Key audit matter How the matter was addressed in our audit
Refer to Note 18 of the financial report.
The Group issued convertible notes which are
carried at fair value through profit or loss in
accordance with AASB 9.
The carrying value of the convertible notes at
fair value through profit and loss is a key
audit matter due to:

the significance of the total balance

the determination of the fair value of
convertible notes involves significant
judgement regarding the valuation
methodology and the inputs and
assumptions.
Our audit procedures, amongst others, included:

Obtaining an understanding of and assessing the
terms and conditions of the convertible note
agreement to determine the accounting
treatment.

Providing the valuation model to our internal
experts to assess the reasonableness of the
methodology and assumptions applied in the model
and evaluating the results of their work.

Assessing the reasonableness of the inputs to the
valuation.

Reviewing management’s assessment of the
movements in fair value of the convertible notes,
ensuring that all gains and losses have been
treated appropriately.

Reviewing the adequacy of the disclosures in the
financial report and agreeing these to the
valuation model and the convertible note
agreement.

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

Independent auditor’s report

==> picture [89 x 35] intentionally omitted <==

Classification and carrying value of investments accounted for using the equity method

Key audit matter How the matter was addressed in our audit
Refer to Note 13 of the financial report.
The Group holds investments in associates
accounted for using the equity method.
The classification of each asset as an
associate and measurement thereof is a key
audit matter due to:

the level of judgement management
were required to make in assessing the
classification of the investment

the significance of the closing balance

the significance of the share of loss of
associates and gain arising from
discontinuing the use of equity method.
Our audit procedures, amongst others, included:

Evaluating management’s assessment of
whether control, joint control or significant
influence existed.

Agreeing the Group’s share of associate losses
to the audited financial reports of the
Associates and assessing the adequacy of the
disclosures.

Reviewing the financial information of the
associate including assessing whether the
accounting policies of the associates were
consistent with DGR Global Limited.

Recalculating the impairment reversals
recorded by reference to the fair value of the
investments based on quoted prices in active
markets and checking that the reversal was not
in excess of previously recorded impairments.

Reviewing the adequacy of the disclosures of in
the financial report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2019, but does not include the financial report and the auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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Financial report continued Independent auditor’s report continued

==> picture [89 x 35] intentionally omitted <==

Auditor’s responsibilities for the audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf

This description forms part of our auditor’s report.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 25 to 35 of the directors’ report for the 28 40 year ended 30 June 2019.

In our opinion, the Remuneration Report of DGR Global Limited, for the year ended 30 June 2019, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

BDO Audit Pty Ltd

T J Kendall

Director

Brisbane, 30 September 2019

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

==> picture [596 x 842] intentionally omitted <==

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105
5
FURTHER
INFORMATION
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Further information Shareholder information

Additional information required by ASX and not shown elsewhere in this report is as follows

The information is current as at 23 September 2019.

(a) Distribution schedule

(a) Distribution schedule
Ordinary shares
Unlisted $0.20 options exercisable on or
before 8 November 2020
Number of holders
Number of shares
Number of holders
Number of options
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 50,000
50,001 – 100,000
100,001 and over
210
16,894
-
-
183
580,196
-
-
235
2,026,606
-
-
473
12,842,886
-
-
151
11,954,093
-
-
405
585,761,202
16
19,375,000
Total 1,657
613,181,877
16
19,375,000
Unlisted $0.20 options exercisable on or Unlisted $0.20 options exercisable on or Unlisted $0.20 options exercisable on or Unlisted $0.20 options exercisable on or Unlisted convertible notes at $0.20 per Unlisted convertible notes at $0.20 per
before 28 November 2020 before 12 February2021 convertible note
Number of holders Number of options Number of holders Number of options Number of holders Number of notes
- - - - - -
- - - - - -
- - - - - -
- - - - - -
- - -
4 17,500,000 2 5,200,000 2 50,000,000
4 17,500,000 2 5,200,000 2 50,000,000

The number of shareholders holding less than a marketable parcel of shares is 404 (holding a total of 655,131 ordinary shares).

(b) Substantial shareholders

(b) Substantial shareholders
Name Number of Shares Percentage ownership
%
Nicholas Mather* 112,142,553 18.29
Tenstar TradingLimited 110,012,044 17.94

(e) Twenty largest holders

The names of the twenty largest holders, in each class of quoted security in DGR Global Limited are set out below.

Ordinary shares

Rank Name
Holding as
at 23 Sep
2019
Issued
capital
%
1
2
3
4
5
6
8
9
10
11
12
13
14
15
16
17
18
19
20
CITICORP NOMINEES PTY LIMITED
116,678,844
19.03
SAMUEL HOLDINGS PTY LTD *
69,926,147
8.60
NICHOLAS MATHER & JUDITH MATHER
41,310,000
6.74
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
25,456,218
4.15
MR YEE TECK TEO
16,616,367
2.71
MR JEFFREY DOUGLAS PAPPIN
10,000,000
1.63
MR VINCENT DAVID MASCOLO
9,650,000
1.57
PINEGOLD PTY LTD
8,000,000
1.30
NATIONAL NOMINEES LIMITED
7,859,159
1.28
MATHER FOUNDATION LIMITED
7,020,788
1.14
BETA GAMMA PTY LTD
6,700,000
1.09
BNP PARIBAS NOMINEES PTY LTD
5,662,025
0.92
AIKEN & ASSOCIATES LIMITED
5,430,144
0.89
3RD WAVE INVESTORS LTD
5,000,000
0.82
DR STEVEN G RODWELL
4,942,898
0.81
BRIAN MOLLER
4,775,000
0.78
MR WILLIAM STUBBS
4,650,000
0.76
MR WILLIAM GREGORY RUNGE & MRS WENDY KAY RUNGE
4,509,415
0.74
HAYES PASTORAL CORPORATION PTY LTD
4,114,007
0.67
Total of toptwentyshareholders
354,829,691
59.06
Balance of register
258,352,186
40.94
Total shares on issue
613,181,877
100.00
  • These shareholders have more than one shareholding and these shareholdings have been merged for the purposes of this table.

  • Includes indirect holdings

(c) Voting rights

All ordinary shares carry one vote per share without restriction.

(d) Restricted securities

As at the date of this report, there were no restrictions over the Company’s shares.

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Further information continued Interest in tenements

As at the date of this report, the Group has an interest in tenements as set out below (and continued over the page).

Tenure type, number and name Current holder Registered interest of holder Date of expiry
%
EPM 26838 Jumna Creek Albatross Bauxite Pty Ltd 100 14 October 2021
EPM 26839 Holland Creek Albatross Bauxite Pty Ltd 100 9 December 2021
EPM 19379 Three Sisters Auburn Resources Limited 100 29 January 2021
EPM 25948 Hawkwood Auburn Resources Limited 100 10 February 2021
EPM 26013 Walkers Road Auburn Resources Limited 100 13 March 2021
EPM 26245 Nerangy Auburn Resources Limited 100 14 May 2020
EPM 26248 Titi Creek Auburn Resources Limited 100 29 January 2020
EPM 26526 Auburn Auburn Resources Limited 100 3 January 2021
EPM 26529 Therevale Auburn Resources Limited 100 23 August 2021
EPM 26758 Hillgrove Auburn Resources Limited 100 27 August 2021
EPM 18534 Quaggy Creek Auburn Resources Limited 100 11 October 2020
EPM 26523 Calrossie Auburn Resources Limited 100 10 December 2020
EPMA 27217 Quaggy Extended Auburn Resources Limited 100 Under Application
EPM 15134 Gayndah Barlyne Mining Pty Ltd 100 29 September 2021
EPM 18451 Calgoa Barlyne Mining Pty Ltd 100 20 May 2020
EPM 19087 Mt Abbot Barlyne Mining Pty Ltd 100 28 July 2020
EPM 26274 Euri Creek Barlyne Mining Pty Ltd 100 28 May 2020
EPM 26607 Otter Ridge Barlyne Mining Pty Ltd 100 12 July 2021
EPMA 27250 Kolbar Barlyne Mining Pty Ltd 100 Under Application
EPM 19270 Pandanus Creek Coolgarra Minerals Pty Ltd 100 17 September 2021
EPM 26265 Britannia Coolgarra Minerals Pty Ltd 100 15 March 2020
EPMA 26355 Big Rush Coolgarra Minerals Pty Ltd 100 Under Application
EPM 26382 Crooked Creek Coolgarra Minerals Pty Ltd 100 8 May 2020
EPM 26386 Roebourne Coolgarra Minerals Pty Ltd 100 23 November 2020
EPM 27061 Wade Creek Coolgarra Minerals Pty Ltd 100 20 May 2022
ML 3678 United Reefs DGR Global Limited 100 31 May 2022
ML 3741 Shamrock Extd. DGR Global Limited 100 30 September 2030
ML 3749 North Chinaman DGR Global Limited 100 31 July 2027
ML 3752 Shamrock Tailings DGR Global Limited 100 31 January 2021
ML 3753 Shamrock Tailings Extended DGR Global Limited 100 31 August 2021
ML 50099 Manumbar Extended DGR Global Limited 100 31 August 2025
ML 50148 Tableland DGR Global Limited 100 30 April 2029
ML 50291 Black Shamrock DGR Global Limited 100 Under Application
EPM 26769 Stockhaven Pennant Resources Pty Ltd 100 27 August 2021
MDL 409 Daddamarine Pennant Resources Pty Ltd 100 31 December 2018
NT EL 31980 – Tanumbirini North Pennant Resources Pty Ltd 100 6 May 2025
NT EL 31981 – Tanumbirini South Pennant Resources Pty Ltd 100 6 May 2025
Tenure type, number and name Current holder Registered interest of holder Date of expiry
%
continued continued continued continued
NT EL 32002 – Tanumbirini East Pennant Resources Pty Ltd 100 6 May 2025
NT EL 32006 – Victoria River Downs Pennant Resources Pty Ltd 100 6 May 2020
NT EL 32008 – Cooee Hill Pennant Resources Pty Ltd 100 6 May 2025
NT EL 32009 – Williams Creek Pennant Resources Pty Ltd 100 6 May 2025
NT EL 32010 – Lagoon Creek West Pennant Resources Pty Ltd 100 6 May 2025
NT EL 32011 – Lagoon Creek Pennant Resources Pty Ltd 100 6 May 2025
NT EL 32012 – Lansen Creek Pennant Resources Pty Ltd 100 6 May 2025
NT EL 32013 – Parsons Creek Pennant Resources Pty Ltd 100 6 May 2025
NT EL 32014 – Newcastle Creek Pennant Resources Pty Ltd 100 6 May 2025
NT EL 32039 – Bullock Creek Pennant Resources Pty Ltd 100 4 July 2025
EPM 25225 Mabel Jane Pinnacle Gold Pty Ltd 100 14 January 2020
EPM 25963 Leyshonview Pinnacle Gold Pty Ltd 100 23 December 2020
EPM 25964 Blind Freddy Pinnacle Gold Pty Ltd 100 23 December 2020
EPM 25965 Black Knob Pinnacle Gold Pty Ltd 100 23 December 2020
EPM 25966 Bulldog Pinnacle Gold Pty Ltd 100 23 December 2020
EPM 27289 Rannes West Pinnacle Gold Pty Ltd 100 Under Application
NT EL 32032 Blue Bush Pinnacle Gold Pty Ltd 100 Under Application
NT EL 32031 Corella Pinnacle Gold Pty Ltd 100 Under Application
NT EL 32042 Green Swamp West Hartz Rare Earths Pty Ltd 100 Under Application
NT EL 32043 Green Swamp East Hartz Rare Earths Pty Ltd 100 Under Application

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DGR Global and its subsidiaries

dgrglobal.com.au

Corporate directory

Directors

William (Bill) Stubbs Chairman / Non-Executive Director Nicholas Mather Managing Director / CEO Brian Moller Non-Executive Director Vincent Mascolo Non-Executive Director Ben Cleary Non-Executive Director

Solicitors

Hopgood Ganim Lawyers Level 8, Waterfront Place 1 Eagle Street Brisbane QLD 4000 Australia

Bankers

Macquarie Bank Level 8 825 Ann Street Fortitude Valley QLD 4006 Australia

Auditors

BDO Audit Pty Ltd Level 10 12 Creek Street Brisbane QLD 4000 Australia

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Stock exchange listing ASX (ticker code DGR)

Internet address dgrglobal.com.au

Twitter @DGRGlobal

Country of incorporation Australia

Australian Business Number 67 052 354 837

Postal and

contact address

DGR Global Limited GPO Box 5261 Brisbane QLD 4001 Australia

Registered office and principal business address DGR Global Limited Level 27, 111 Eagle Street Brisbane QLD 4000 Australia

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