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DGR GLOBAL LIMITED — Capital/Financing Update 2006
Jul 2, 2006
64771_rns_2006-07-02_a8246f0d-85b1-41a3-b110-00891685744f.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT
3 July 2006
Share Purchase Plan - letter dispatched to shareholders
The attached letter has been dispatched to shareholders of D'Aguilar Gold Ltd ("the Company") today, 3 July 2006.
The letter invites shareholders of the Company to participate in a Share Purchase Plan ("Plan") plus outlines the terms and conditions of the Plan.
| Highlights: | |
|---|---|
| ю. | Offer to existing D'Aguilar shareholders to participate in a Share Purchase Plan KIB an A |
| ×. | The Plan will raise a maximum of \$1,250,000 |
| $\bullet$ | Shareholders can, at their election, take up |
| $$3.000:$ or C. |
|
| \$5,000 $\sim$ |
|
| of new shares under the Plan, at 5.0 cents per share | |
| $\bullet$ | The Plan is underwritten to the extent of \$800,000 |
| a) | Funds raised will contribute to D'Aguilar's planned activities on its nickel, molybdenum and gold assets, the costs of the Plan and working capital |
The key dates for the Plan are as follows:
| Record Date of the Plan | Thursdav | 29 June 2006 |
|---|---|---|
| Opening Date of the Plan | Monday | 3 July 2006 |
| Closing Date of the Plan | Friday | 21 July 2006 |
| Shortfall Applications and funds received from the Underwriters of the Plan | Monday | 31 July 2006 |
| Issue and Allotment of new shares under the Plan | Friday | 4 August 2006 |
For further information, contact:
Mr Nicholas Mather, Managing Director or Mr Duncan Cornish, Company Secretary Telephone +61 7 3303 0680 or at [email protected]
Electronic copies and more information are available on the Company website: www.daguilar.com.au
ASX Code: DGR
Head Office lavel \$. so Edward Street, Bristiane QLD 4000 Postal Address GPD Box 6263. Brisbane QLD 4001 Shamrack Mine Site Stack Scale Road PO Box 72, Kilkivan QLD 4600 Phone +61 7 5484 1366 +617 5484 1434 Fax

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY
30 June 2006
| Highlights: | |
|---|---|
| $\mathcal{L}$ | Offer to existing D'Aguilar shareholders to participate in a Share Purchase Plan ("Plan") |
| $\bullet$ | The Plan will raise a maximum of \$1,250,000 |
| æ. | Shareholders can, at their election, take up |
| $$3.000:$ or | |
| \$5.000 | |
| of new shares under the Plan, at 5.0 cents per share | |
| $\bullet$ | The Plan is underwritten to the extent of \$800,000 |
| ö. | Funds raised will contribute to D'Aguilar's planned activities on its nickel, molybdenum and gold assets, the costs of the Plan and working capital |
Dear Shareholder
On behalf of the Board of Directors of D'Aguilar Gold Limited ("D'Aguilar"), I would like to invite you to participate in D'Aguilar's Share Purchase Plan ("Plan").
Summary of the Plan
The Plan provides shareholders on the Company's register at the record date with an opportunity to subscribe for either \$3,000 or \$5,000 in new shares at 5.0 cents per share in D'Aguilar at an attractive discount to the market price in the period prior to the date of this Plan. The Board has structured the Plan to encourage our loyal, smaller shareholders to apply and increase their participation in D'Aguilar.
It is only shareholders of D'Aguilar registered as at 7pm on 29 June 2006 who are afforded the opportunity to participate in the Plan. Shareholders not registered as at this date will not receive an offer under the Plan. The rights of shareholders eligible to participate under this plan are not transferable.
The Company proposes a maximum raising of \$1,250,000 under the Plan, comprising the issue of some 25,000,000 new shares. The Plan is underwritten to the extent of \$800,000, comprising the issue of some 16,000,000 new shares.
The proposed use of the funds raised under the Plan (assuming only the underwritten amount (\$800,000) is raised) is as follows:
- contributing to budgeted expenditure on the Company's nickel, molybdenum and gold assets, and working capital - \$740,000
- meeting the costs of the Plan (including any fees and commissions) \$60,000.
| Phone | +61 7 3303 9689 | |
|---|---|---|
| Fax | $+61733030000$ | |
| [email protected] | ||
| Website | www.daguilar.com.au |
Head Office Esvel 5,
60 Edward Street, Brisbane QLD 4000 If the maximum amount under the Plan is raised (\$1,250,000), the proposed use of the funds raised is as follows:
- contributing to budgeted expenditure on the Company's nickel, molybdenum and gold assets, and working capital - \$ 1,190,000
- meeting the costs of the Plan (including any fees and commissions) \$60,000.
A summary of the Company's planned activities on its nickel, molybdenum and gold assets is set out below.
Terms of the Plan
The terms and conditions of the Plan are outlined in the enclosed document. By making an application to purchase shares under the Plan, you will have agreed to be bound by those terms and conditions.
The right to participate in this offer under the Plan is available exclusively to persons who were registered as holders of fully paid ordinary shares in D'Aguilar Gold Limited at 7pm (Brisbane time) on the record date of 29 June 2006 and whose registered address was in Australia or in any other jurisdiction in which it is lawful for D'Aguilar to offer shares under the Plan.
Eligible shareholders are entitled to apply for a maximum of \$5,000 of new shares, at 5.0 cents per new share, under the Plan.
You may apply only for shares in one of the following amounts:
- $\bullet$ $$3,000;$ or
- \$5,000.
The Subscription Price will be \$0.050 (five cents) per share which represents a discount of 12.9% to the average closing price over the five days of trading of D'Aguilar's shares on the ASX prior to the announcement of the Plan.
Participation in the Plan is entirely at your discretion but the Plan is non-renounceable which means you cannot transfer your right to purchase shares under the Plan to anyone else.
On the basis of the issue price of shares under the Plan, the Directors recommend the Plan to shareholders. Not all of the Directors intend, in respect of their own shareholdings, to apply for their entitlement of new shares under the Plan.
The application period will close at 5.00pm (Brisbane time) on 21 July 2006. Therefore, if you wish to apply for any shares under the Plan, you should follow the instructions outlined in the attached Application Form so payment is received at our Share Registry by that date.
It is proposed that the following timetable apply in respect of the Plan:
| Record Date of the Plan | Thursdav | 29 June 2006 |
|---|---|---|
| Opening Date of the Plan | Mondav | 3 July 2006 |
| Closing Date of the Plan | Friday | 21 July 2006 |
| Shortfall Applications and funds received from the Underwriters of the Plan | Monday | 31 July 2006 |
| Issue and Allotment of new shares under the Plan | Friday | 4 August 2006 |
The above timetable is indicative only. D'Aguilar reserves the right to vary any of the key dates above, including the closing date of the Plan and the Issue Date, without further notice.
The Plan is underwritten to the extent of \$800,000 (representing 16,000,000 new shares at 5.0 cents per share). The Company has entered into a number of underwriting agreements on usual terms, with each underwriter agreeing to underwrite a portion of the new shares offered under the Plan. The Company will pay a fee of 5% of the underwritten amount to underwriters, which fee may be paid (at the election of the underwriters) in cash or by the issue of new shares at an issue price of 5.0 cents each.
I look forward to you participating in D'Aguilar's Share Purchase Plan. On behalf of the Board of Directors of D'Aguilar, I commend this investment to you.
Yours sincerely Christopher Rawlings Chairman
Project summaries
The next exploration phase will include some 6,200 metres of drilling in total, focussing on the following projects:
$1.$ The Company's Nickel laterite exploration project at Cobalt Lode and Ridleys where there is widespread mineralisation in the 0.4 to 1.1 % nickel range in a laterite over two zones, at Cobalt Lode over a 400 x 400m zone open at 30m depth @ 0.4%Ni and at Ridley's, 1.5 km to the south where mineralisation has been encountered up to 26m deep in drill holes and is evident over a 700 x 200m zone. At recent nickel prices D'Aguilar believes that there is significant upside for an economic project. D'Aguilar has a number of other nickel projects which have potential to yield other nickel laterite resources and nickel sulphide mineralisation. Approximately 1,700 metres of drilling is directed at the deeper extensions at Cobalt Lode and the areal extent of both the Cobalt Lode and the Ridley's laterite resource targets.
-
The Company is planning to conduct approximately 1,800 metres of RC and core drilling on its Anduramba Molybdenum resource, near Brisbane. The drilling is expected to infill grade data for the current resource and identify high grade areas for pit optimisation in the pre feasibility phase. Part of this assessment work is being conducted by Coffey International Limited (previously Tennant Isokangas). Core samples will also provide the Company with metallurgical data. The project currently shows a positive discounted Net Present Value on the basis of discarding the oxide cap, current Molybdenum prices and independently assessed capital and operating cost estimates. Subject to final outcomes of these studies. D'Aquilar intends to progress the development of this resource as soon as possible following completion of the next drill program and feasibility study, using a mixture of debt, convertible debt, equity and arrangements with future off-take parties to fund the project.
-
High grade gold resources suitable for toll treating at a nearby third party mill. The Company's search for a porphyry copper gold deposit in the D'Aguilar Block has not been successful to date, however a number of higher grade gold vein style resource targets have been identified and the drilling program will direct some 2,700 meters at resource definition on six individual vein systems. The targeted vein style systems and previous key intersections include:
| 2 m @ 15g/t Au @ 52 m depth and 2m @ 5.7 g/t Au @ 54m |
|---|
| 1.2 m @ 25.4g Au, 46 g/t Ag @ 115m, 1.3 m @ 13.2 Au & 12.4 Ag @ |
| 140 m, 1.9 m @9.6 g/t Au & 15.2 g/t Ag @ 155m |
| 1m @29.9Au @ 21m, 1 m @ 14 g/t @ 13 m, 1m @ 12.8 g/t Au @17m |
| 1m @18 g/t Au @ 29m, 10 m @1.55 g/t Au @39m |
| 1.18 g/t Au from 9m, 6 m @ 2.98 g/t Au from 14 m, 8 m @ 2.38 g/t Au |
| from $26m$ |
| Not previously drilled |
| Not previously drilled |
| up to 2 m @ 36.3 g/t Au |
(Note these intersections are not true widths and are previously published exploration results)
D'Aguilar is currently undergoing a porphyry copper gold prospectivity review of the D'Aguilar Gold project and expects that this study will redirect the porphyry copper gold search effort in the D'Aguilar Block when it is completed in late July.
The Company has a portfolio of other exploration opportunities which will be advanced as a second priority to the above key projects
D'AGUILAR GOLD LIMITED ACN 052 354 837 ("D'AGUILAR")
TERMS & CONDITIONS OF SHARE PURCHASE PLAN
$\mathbf{1}$ . DEFINITIONS
$1.1$ In this Plan, unless the context otherwise indicates:
"Application Form" means the application form distributed with these Terms and Conditions;
"Application Amount" means the total amount payable by an Eligible Shareholder who applies for Shares under the Plan based on the Subscription Price for the total number of Shares applied for by that Eligible Shareholder;
"ASX" means the Australian Stock Exchange Limited;
"Board" means the board of directors of D'Aguilar;
"Eligible Shareholders" means those Shareholders who satisfy the conditions set out in clause 2.1;
"D'Aquilar" means D'Aguilar Gold Limited ACN 052 354 837;
"Listing Rules" means the official listing rules of the ASX (as amended from time to time);
"Market Price" has the same meaning as defined in the Listing Rules;
"Offer" means a non-renounceable offer of \$3000 or \$5,000 of ordinary fully paid shares in D'Aguilar (at the Subscription Price) to Eligible Shareholders under the Plan;
"Plan" means the D'Aguilar Gold Limited Share Purchase Plan approved by the Board;
"Record Date" means 29 June 2006;
"Shareholders" means those persons or entities that hold ordinary shares in the issued capital of D'Aguilar;
"Shares" means up to a maximum of 25,000,000 new ordinary shares in D'Aguilar to be issued pursuant to the Plan;
"Shortfall" means any Shares not taken up by Eligible Shareholders under the Plan;
"Subscription Price" mans the subscription price of the Shares being \$0.050 per Share; and
"Terms and Conditions" means the terms and conditions set out herein.
$2.$ ELIGIBILITY TO PARTICIPATE
- $2.1$ Those shareholders of D'Aguilar that will be eligible to apply for Shares under the Plan must:
- be recorded in D'Aguilar's register of shareholders at 7.00pm (Brisbane time) on the Record Date; and $(a)$
- $(b)$ have an address in a jurisdiction in which it is lawful and practical for D'Aguilar to issue the Shares (in the reasonable opinion of the Board).
- $2.2$ The Offer does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an Offer.
TERMS OF THE OFFER 3.
- $3.1$ The Offer will be open on and from 9.00am (Brisbane time) on 3 July 2006 ("Opening Date") until, subject to the discretion of the Board, 5.00pm (Brisbane Time) on 21 July 2006 ("Closing Date").
-
$3.2$ The Board reserves the right to close the Offer at any time prior to the Closing Date and/or extend the Closing Date without further notification.
-
3.3 In response to the Offer, Eligible Shareholders wishing to apply for Shares under the Plan, may either:
- apply for 60,000 Shares for \$3,000; OR $(a)$
- apply for 100,000 Shares for \$5,000, subject to clause 5.4. $(b)$
- $3.4$ All Offers for Shares under the Plan are non-renounceable.
- $3.5$ Participation in the Plan by Eligible Shareholders is entirely optional and subject to these Terms and Conditions.
4. APPLICATIONS FOR SHARES
- $4.1$ Eligible Shareholders wishing to apply for Shares under the Plan must:
- $(a)$ complete the Application Form;
- $(b)$ pay for the Shares in the manner specified on the Application Form; and
- forward the completed Application Form and payment for the Application Amount to D'Aquilar's Share $(C)$ Registrar at the addresses specified on the Application Form, to reach such addresses by no later than 5.00pm (Brisbane time) on the Closing Date.
- 4.2 All application monies will be deposited into an account and any application monies received in respect any applications rejected by the Board under clause 4.3 shall be refunded by D'Aquilar without interest.
- $4.3$ The Board reserves the right to reject any application for Shares (in whole or in part) including (without limitation) if:
- an Application Form is not correctly completed; or $(a)$
- the applicant is not an Eligible Shareholder; or $(b)$
- $(c)$ the issue of those Shares would contravene any law or the Listing Rules; or
- $(d)$ the exact payment for the Shares applied for is not received; or
- to accept the application in full would have the effect of exceeding the maximum offer of Shares under $(e)$ the Plan; or
- $(f)$ it believes the issue of those shares may result in a person receiving shares with an application price totalling more than \$5,000 in any consecutive 12 month period under the Plan (or any arrangement similar to the Plan); or
- $(g)$ if the applicant has not otherwise complied with the terms of the Plan.
- $4.4$ The Board reserves the right to allocate fewer, or no, Shares than an Eligible Shareholder applies for under the Plan, including without limitation in the event that the Plan is oversubscribed.
- 4.5 If there is a consolidation or re-organisation of the issued share capital of D'Aguilar prior to the Closing Date, the maximum number of Shares to be issued pursuant to and in accordance with the Plan shall be consolidated in the same ratio as the issued capital of D'Aguilar.
5. ISSUE OF SHARES
- $5.1$ D'Aguilar intends to issue the Shares under the Plan on or about 4 August 2006 ("Issue Date"). D'Aguilar reserves the right to vary the Issue Date without further notice in the event that the Closing Date is varied pursuant to clause 3.2.
- $5.2$ In respect of application monies received from an Eligible Shareholder, D'Aguilar will, prior to the Issue Date, determine the maximum number of Shares rounded up to the nearest whole number which may be acquired by any Eligible Shareholder.
-
5.3 The allocation of Shares will be determined by the Board at its sole discretion.
-
5.4 In the event that the Offer under the Plan is not fully subscribed, the Board of D'Aguilar reserves its right to issue Shares in excess of the maximum \$5,000 worth of Shares specified in clause 3.3(b) ("Additional Issue"), to any person (whether or not such person is an Eligible Shareholder) so long as the Additional Issue:
- satisfies section 708 of the Corporations Act 2001 (Cth); and $(a)$
- $(b)$ any approval of Shareholders to the Additional Issue which is required under the Listing Rules or the Corporations Act is obtained.
- D'Aquilar will apply to ASX for quotation of the Shares issued under the Plan and the Additional Issue (if any) $5.5$ within the period prescribed the Listing Rules.
6. SUBSCRIPTION PRICE
- $6.1$ The Subscription Price of the Shares will be \$0.050 per share.
- 6.2 The Shares are a speculative investment and the Market Price of the Shares may change between the Opening Date and the Issue Date. This means that the Subscription Price you pay for the Shares may exceed the Market Price of the Shares at the Issue Date. The Company does not make any assurance as to the Market Price of Shares and there can be no certainty that Shares in the Company will trade at or above the Subscription Price following the Issue Date. Shareholders should seek their own financial advice in relation to this Offer and participation in the Plan.
- 6.3 No brokerage, commissions, stamp duty or other transaction costs will be payable by Eligible Shareholders in respect of an application for, and an issue of, Shares under the Plan.
- $6.4$ The Company may pay brokerage and other commissions in respect of any subscriptions procured in respect of the Shortfall, as determined by the Board in its discretion.
7. NON-RESIDENTS
$7.1$ Eligible Shareholders who are not residents of Australia should consult their professional advisers as to whether any formalities need to be observed (either by them or the Company) to enable them to apply for Shares. It is the responsibility of such Eligible Shareholders to obtain all necessary approvals so they may legally apply for Shares. The return of a completed application form from a non-resident Eligible Shareholder will be taken by the Company to constitute a representation and warranty by that Eligible Shareholder that all relevant approvals have been obtained and that the Company may legally offer the Shares to that Eligible Shareholder.
8. GENERAL
- The Board may change or terminate the Plan at any time prior to the Issue Date. In the event that the Board $8.1$ does so, it will advise the ASX. Any omission to give notice of changes to, or termination of, the Plan, or the non-receipt of any such notice, will not invalidate the change or termination.
- 8.2 If the Plan is withdrawn, all application money will be refunded. No interest will be paid on any refunded application money.
- 8.3 In addition to any rights of the Board to reject applications as set out in these Terms and Conditions, the Board also reserves the right to allocate fewer, or no, Shares than an Eligible Shareholder applies for under the Plan if the Board believes that the allotment of those Shares would contravene any of the Listing Rules. In any such case, excess application monies will be returned to the relevant applicant(s). No interest will be paid on application monies so returned.
- D'Aguilar may settle in any manner it deems appropriate, any disputes or anomalies which may arise in 8.4 connection with or by reason of the operation of the Plan, whether generally or in relation to any applicant or application of shares. The decision of D'Aguilar will be conclusive and binding on all persons to whom the determination relates.
- 8.5 D'Aguilar reserves the right to waive compliance with any provision of the Plan terms and conditions.

All registry communication to: Link Market Services Limited Locked Bad A14 Sydney South NSW 1235 Australia Telephone: (02) 8280 7454 Facsimile: (02) 9287 0303 Email: [email protected] Web: www.linkmarketservices.com.au
SHARE PURCHASE PLAN APPLICATION FORM
Name Address
Record Date: 29 June 2006 Closing Date: 21 July 2006 Purchase Price: \$0.05 per Share
Barcode
HIN or SRN
I/We, the above mentioned, being registered as Shareholder(s) in D'Aguilar Gold Limited as at 29 June 2006 for this offer hereby apply for the number of new ordinary Shares in D'Aguilar Gold Limited as indicated below at an Issue Price of \$0.050 per Share issued in accordance with the Terms and Conditions of the D'Aguilar Gold Limited Share Purchase Plan (SPP). I/We understand that my/our right under the SPP to purchase shares is non-renounceable, that is. Uwe cannot transfer my/our right to purchase shares under the SPP to anyone else.
APPLICATION AND PAYMENT INSTRUCTIONS
Once the Shareholder has decided the amount they want to pay, ie: \$3,000; or \$5,000; the Shareholder must make the required payment by cheque by following the instructions outlined below;
Making a cheque payment
$\mathbf{I}$ .
- Complete the "Application Details" section below by:
- Marking the box to indicate the value of shares applied for.
- Inserting cheque details.
- Inserting your daytime contact details in case we need to contact you.
- $\overline{2}$ . Use a "Not Negotiable" cheque or draft payable to "D'AGUILAR GOLD LTD" account in Australian currency and drawn on an Australian Bank.
-
- Return the "Application Form" section with the cheque for full payment in the enclosed reply paid envelope
| APPLICATION DETAILS No Signature required |
Daytime Contact Details Name: |
||
|---|---|---|---|
| Phone: | |||
| Email address: | |||
| Record Cheque Details Below | |||
| Drawer | BSB Number | Cheque Number | Amount |
| S | |||
| Cheques are to be made payable to "D'AGUILAR GOLD LTD" and marked "Not Negotiable". The Shareholder must submit the correct amount as incorrect payments may result in the application being rejected. The Shareholder must also indicate their choice below by marking one box only. |
|||
| 60,000 ordinary shares $\mathcal{Q}_1$ 5 cents | 100,000 ordinary shares $\mathcal{Q}_1$ 5 cents | ||
| A\$3,000 | OR | A\$5,000 |
DECLARATION AND ACKNOWLDEGEMENTS
By forwarding a payment, the Shareholder acknowledges that they have read and understood the terms and conditions of the SPP and confirms that the total cost of all shares purchased by the Shareholder under the SPP (together with all shares and interests in shares applied for by the Shareholder under any arrangement similar to this SPP in the previous 12 months prior to the date of this Application) (including through joint and beneficial holdings) does not exceed A\$5,000. The Shareholder understands that their right under the SPP to purchase shares is non-renounceable, that is, the Shareholder cannot transfer their right to purchase shares under the SPP to anyone else. The Shareholder represents and warrants that they are over 18 years of age (if a natural person) and if a non-resident of Australia, have obtained all necessary approvals to legally apply for Shares under the SPP.
D'AGUILAR GOLD LTD ACN 052 354 837 may settle in any manner it deems appropriate, any disputes or anomalies which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any applicant or application of shares. The decision of D'AGUILAR GOLD LTD ACN 052 354 837 will be conclusive and binding on all persons to whom the determination relates. D'AGUILAR GOLD LTD ACN 052 354 837 reserves the right to waive compliance with any provision of the SPP terms and conditions.