DGR GLOBAL LIMITED — Capital/Financing Update 2013

Jun 23, 2013

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

DGR Global Limited

ABN

67 052 354 837

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Ordinary Shares be issued 2 Number of[+] securities issued or 66,211,977 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully Paid Ordinary Shares +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	Yes
	$0.025
	Rights Issue
	No

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)
	30 July 2013
	Number	+Class
	397,271,863	Ordinary Shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	16,000,000 11,250,000 300,000 5,000,000 500,000	Unlisted Options (28c @ 29/11/13) Unlisted Options (28c @ 28/02/14) Unlisted Options (28c @ 28/02/15) Unlisted Options (28c @ 24/04/15) Convertible Notes

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval No required? 12 Is the issue renounceable or non‐ Non‐renounceable renounceable? 13 Ratio in which the[+] securities 1 New Share for every 5 Shares will be offered 14 +Class of +securities to which the Ordinary Shares offer relates 15 +Record date to determine 2 July 2013 entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements?

• See chapter 19 for defined terms.

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17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	Fractional Entitlements will be rounded to the nearest whole number of New Shares
	Bahamas Channel Islands Japan Netherlands Papua New Guinea Singapore South Africa Thailand United Kingdom
	22 July 2013
	Mather Investments (Qld) Pty Limited (ACN 156 050 752)
	Under the terms of the Underwriting Agreement, DGR will: 1. pay to the Underwriter an underwriting cash fee of:  if shareholders approve the issue of the Underwriters Option, $115,871 (being 7 % of $1,655,300, which is the underwritten amount), or  if shareholders do not approve the issue of the Underwriters Option, $148,977 (being 9 % of $1,655,300, which is the underwritten amount), and 2. subject to shareholder approval, issue to the Underwriter 4,634,838 Underwriter Options (being equal to 7% of the New Shares), exercisable on or before the expiration of 12 months from the date of their allotment, at an exercise price of $0.06.
	N/A

• See chapter 19 for defined terms.

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23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	N/A
	N/A
	N/A
	8 July 2013
	25 June 2013
	N/A
	N/A
	By completing the relevant section of the entitlement and acceptance form to be sent to each shareholder. See lodging instructions on the entitlement and acceptance form.
	By completing the relevant section of the entitlement and acceptance form to be sent to each shareholder. See lodging instructions on the entitlement and acceptance form.

• See chapter 19 for defined terms.

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• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

• 33 +Issue date

30 July 2013

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

(b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 24 June 2013 ~~(Director/~~ Company Secretary)

Print name: Karl Schlobohm

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid[+] ordinary securities on issue 12 months before the + issue date or date of agreement to issue

Add the following:

• Number of fully paid[+] ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary securities cancelled during that 12 month period “A”

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of [+] equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
Subtract “C”
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C”
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

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Part 2

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [+] equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E”
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• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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FULLY UNDERWRITTEN

NON‐RENOUNCEABLE RIGHTS ISSUE

NOTICE UNDER SECTION 708AA OF THE CORPORATIONS ACT

Pursuant to section 708AA(7) of the Corporations Act, DGR Global Limited provides notice of the following:

DGR Global Limited will offer the New Shares for issue without disclosure to investors under Part 6D.2 of the Corporations Act.

1. DGR Global Limited is providing this notice under section 708AA(2)(f) of the Corporations Act.

2. As at the date of this notice, DGR Global Limited has complied with:

3. (a) the provisions of Chapter 2M of the Corporations Act as they apply to DGR Global Limited; and

4. (b) section 674 of the Corporations Act.

5. As at the date of this notice there is no information:

6. (a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

7. (b) that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:

   • (1) the assets and liabilities, financial position and performance, profits and losses and prospects of DGR Global Limited; or

   • (2) the rights and liabilities attaching to the New Shares.

8. If all shareholders take up their entitlement under the Rights Issue, the Rights Issue will have no effect on the control of DGR Global Limited. However, the proportional shareholdings of shareholders who are not residents in Australia, New Zealand and Hong Kong may be diluted as those shareholders are not entitled to participate in the Rights Issue. Additionally, if an Eligible Shareholder does not take up their entitlement in full there may be a dilutionary effect on that shareholder’s proportionate shareholding.

9. If shareholders take up their full entitlement, they can also apply for additional New Shares ( Additional New Shares ) under a Shortfall Facility. The offer price for the Additional New Shares will be the Issue Price of $0.025 per Additional New Share. Any Additional New Shares must be allocated from that pool of New Shares which remain available for allocation, after the allocation of all entitlements to each Eligible Shareholder who has applied for their entitlements ( Shortfall Shares ). Related Parties of the Company and their associates who are Eligible Shareholders must not apply for, and will not be issued Additional New Shares.

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1. The Rights Issue is underwritten by Mather Investments (Qld) Pty Limited (ACN 156 050 752) ( Underwriter ), an entity associated with Mr Nicholas Mather, the managing director of DGR. The Underwriter is a related party of DGR. Only once Directors have exhausted efforts to allocate the Additional New Shares pursuant to the Shortfall Facility, will DGR call on the Underwriter to take up the balance of the Shortfall Shares. Given that the Underwriter is controlled by Mr Nicholas Mather, there is a possibility for the Rights Issue to impact on the level of control exercised by Nicholas Mather and his associates over the Company. Where no Eligible Shareholders other than Nicholas Mather or his associates take up their entitlements and the Directors call on the Underwriter to take up those Shortfall Shares, the relevant interest of Nicholas Mather would move from 13.88% up to 28.23% of the Company’s issued shares.

2. Eligible Shareholders who are also creditors of the Company, may elect to take up their entitlement (or any Additional New Shares allocated under the Shortfall Facility) in whole or in part by means of conversion of some or all of the existing debt owed to them by DGR. The conversion will be taken on a dollar for dollar basis at the Issue Price.

Further information

The Company anticipates that approximately 66,211,977 New Shares will be issued (this number may have to be increased if existing option holders exercise their options and are registered shareholders by the Record Date). The New Shares will be issued for $0.025 each.

Upon completion of the Rights Issue, and assuming it is fully subscribed and that existing options are not exercised, the issued capital of DGR Global Limited will comprise approximately 397,271,863 shares.

The New Shares will rank equally in all respects with DGR Global Limited’s existing shares. If an Eligible Shareholder's entitlement results in a fraction of a New Share, fractional entitlement will be rounded to the nearest whole number of New Shares.

Trading in the New Shares is expected to commence on 31 July 2013.

DGR Global Limited encourages all Eligible Shareholders to participate in the capital raising.

For further information please contact Karl Schlobohm, Company Secretary on +61 7 3303 0680. Alternatively visit the Company’s website at www.dgrglobal.com.au.

Yours faithfully

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Karl Schlobohm Company Secretary DGR Global Limited

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