DGR GLOBAL LIMITED

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24 June 2013

Fully Underwritten Non-Renounceable Rights Issue To Raise $1.65 Million

The Board of Directors of DGR Global Limited ACN 052 354 837 ( DGR or the Company ) hereby announces a non-renounceable rights issue to eligible shareholders, on the basis of 1 New Share at an issue price of $0.025 each for every 5 Shares held, to raise approximately $1,655,300 (before costs) ( Rights Issue ). Assuming no existing options on issue in the Company are exercised, approximately 66,211,977 New Shares will be offered under the Rights Issue.

The Rights Issue will be available to all registered shareholders who hold shares at 7pm AEST on 2 July 2013 ( Record Date ) with registered addresses in Australia, New Zealand and Hong Kong ( Eligible Shareholders ). Shares issued pursuant to the Rights Issue will rank equally with all shares on issue. Eligible shareholders will be entitled to apply for any shortfall after applying for all of their entitlements under the Rights Issue ( Shortfall Facility ).

Option holders need to exercise their options and be a registered holder of shares on the Record Date if they wish to participate in the Rights Issue. Option holders will receive a letter from the Company in this regard.

In accordance with the ASX Listing Rules and the Corporations Act 2001 (Cth) (Corporations Act), DGR has considered the number of shareholders with registered addresses in various jurisdictions outside of Australia, New Zealand and Hong Kong and the size of the shareholdings held by those shareholders. Taking this into consideration, as well as the costs of complying with the legal requirements and the requirements of the regulatory authorities relating to the shareholders with registered addresses in various jurisdictions outside of Australia, New Zealand and Hong Kong, the Company has formed the view that it is unreasonable to extend the Rights Issue to those shareholders.

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 Underwriters obligations will not arise until after the exhaustion of the Shortfall Facility. Full details of the underwriting arrangements and the potential impact on the Company are outlined in the attached Offer Booklet.

The funds raised from the Rights Issue will be used to continue the implementation of DGR Global’s longterm project generation and investment diversification strategy, to provide general working capital and to fund the costs of the Rights Issue.

Further details of the Offer and DGR Global’s long-term project generation and investment diversification strategy are outlined in the attached Offer Booklet, which will be mailed to all Eligible Shareholders on 8 July 2013. The Rights Issue is being made without a disclosure document, in accordance with section 708AA of the Corporations Act.

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On Behalf of the Board Karl Schlobohm Company Secretary DGR Global Limited

DGR Global currently has 331,059,886 shares on issue.

Email: [email protected]

Electronic copies and more information are available on the Company website: www.dgrglobal.com

For further information contact:

Mr Nicholas Mather Managing Director DGR Global Ltd Ph: 07 3303 0680

Karl Schlobohm Company Secretary, DGR Global Ltd Ph: 07 3303 0680

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Entitlement Offer Booklet

DGR Global Limited ACN 052 354 837

A non-renounceable Entitlement Offer to existing shareholders of DGR Global Limited of 1 New Share at an issue price of $0.025 each for every 5 Shares held to raise up to approximately $1,655,300 before costs.

The Entitlement Offer is fully underwritten by Mather Investments (Qld) Pty Limited ACN 156 050 752.

Important notice

This document is not a prospectus. This document does not contain all of the information that an investor may require in order to make an informed investment decision regarding the New Shares offered by this document. The New Shares offered by this document should be considered speculative.

This document should be read in its entirety. If after reading this document you have any questions about the Entitlement Offer or the New Shares then you should consult your stockbroker, accountant or other professional adviser.

Underwriter Legal Adviser Mather Investments (Qld) Pty Limited ACN 156 050 752

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Important notice

The offer made pursuant to this Offer Booklet is for a rights issue of continuously quoted securities (as defined in the Corporations Act) of the Company. This Offer Booklet is not a disclosure document for the purposes of Chapter 6D of the Corporations Act. The Company is offering the securities under this Offer Booklet without disclosure to investors under Chapter 6D of the Corporations Act pursuant to section 708AA of the Corporations Act. Accordingly, the level of disclosure contained in this Offer Booklet is significantly less than that required under a prospectus and Eligible Shareholders should consider all relevant facts and circumstances, including their knowledge of the Company and disclosures made to ASX, and should consult their professional advisers before deciding whether to accept the Entitlement Offer.

This Offer Booklet is dated 24 June 2013 and was lodged with ASX on that date. ASX does not take any responsibility for the contents of this Offer Booklet.

Securities will only be issued on the basis of this Offer Booklet in accordance with the terms set forth in this Offer Booklet.

As at the date of this Offer Booklet, the Company has complied with:
the provisions of Chapter 2M of the Corporations Act, as they apply to the Company; and
section 674 of the Corporations Act.

No excluded information

As at the date of this Offer Booklet, the Company is not aware of any excluded information of the kind which would require disclosure in this Offer Booklet pursuant to sections 708AA(8) and (9) of the Corporations Act.

Foreign Shareholders

The Company has not made any investigation as to the regulatory requirements that may prevail in the countries, outside of Australia, New Zealand and Hong Kong, in which the Company’s Shareholders may reside. The distribution of this Offer Booklet in jurisdictions outside Australia, New Zealand or Hong Kong may be restricted by law and persons who come into possession of this Offer Booklet should seek advice on and observe those restrictions. Any failure to comply with restrictions might constitute a violation of applicable securities laws.

The Entitlement Offer may only be accepted by Eligible Shareholders and does not constitute an offer in any place in which or to any person to whom, it would be unlawful to make such an offer.

The Company has decided that it is unreasonable to make offers under the Entitlement Offer to Shareholders with registered addresses outside Australia, New Zealand and Hong Kong having regard to the number of Shareholders in those places, the number and value of the New Shares they would be offered and the cost of complying with the legal and regulatory requirements in those places. Accordingly, the Entitlement Offer is not being extended to, and does not qualify for distribution or sale by, and no New Shares will be issued to Shareholders having registered addresses outside Australia, New Zealand and Hong Kong.

Ord Minnett Limited has been appointed as Nominee to deal with the Entitlements of the Company’s Foreign Shareholders. Further details in this regard are set out in Section 1.14.

Please read this document carefully before you make a decision to invest. An investment in the Company has a number of specific risks which you should consider before making a decision to invest. Some of these risks are summarised in Section 2.2.

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Chairman’s letter

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24 June 2013

Dear Shareholder,

On behalf of the Directors, I am pleased to invite you, as a valued Shareholder of DGR Global Limited ( DGR or the Company ), to participate in the Company’s 1 for 5 non-renounceable entitlement offer of new DGR ordinary shares ( New Shares ) at an issue price of $0.025 per New Share ( Entitlement Offer ).

Capital Raising

DGR today announced its intention to raise gross proceeds of approximately $1,655,300 through this Entitlement Offer. This Offer Booklet relates to the Entitlement Offer.

It is proposed that the funds raised will be utilized to continue the implementation of DGR Global’s long-term project generation and investment diversification strategy ($1.25m), to provide general working capital ($200,000) and be applied to the costs of the Entitlement Offer ($180,000).

The Directors intend to take up their Entitlements to New Shares.

The number of New Shares you are entitled to subscribe for under the Entitlement Offer ( Entitlement ) is set out in your personalised Entitlement and Acceptance Form that accompanies this Offer Booklet. The issue price of $0.025 per New Share represents a 16.7% discount to the five-day volume-weighted average Share price as at 20 June 2013. If you take up your full Entitlement, you can also apply for additional New Shares ( Additional New Shares ) under a Shortfall Facility (refer to Section 4 of this Offer Booklet for more information) ( 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. Further, DGR will not allocate Additional New Shares to any Eligible Shareholder to the extent that the allocation will result in that Eligible Shareholder acquiring a holding of more than 20% in DGR. Please see Section 4.2 of this Offer Booklet for details on how to apply for Additional New Shares.

If you are an Eligible Shareholder and you wish to accept your Entitlement pursuant to the Entitlement Offer, you will need to complete the Entitlement and Acceptance Form and return it and make payment of the appropriate application money to the Company’s Share Registry before 5:00pm (Brisbane time) on the Closing Date of Monday 22 July 2013 .

The Entitlement Offer is fully underwritten by Mather Investments (Qld) Pty Limited (as trustee for the Mather Family Trust) ( Underwriter ), which is an entity associated with Mr Nicholas Mather, the Managing Director 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. The underwriting obligations will not arise until after the Directors have first sought to place the Shortfall Shares with Eligible Shareholders, who have at the time of their initial application, applied for Additional New Shares. The allocation of Additional New Shares will be made on a pro-rata basis, if there is greater demand than available New Shares.

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Underwriting Agreement and Impact and Control

Those Eligible Shareholders who are associated with the Underwriter have agreed to take up their full Entitlement under the Entitlement Offer and not to apply for any Additional New Shares. The Underwriter will then take up (at the Issue Price) any remaining Shortfall Shares following exhaustion of the Shortfall Facility, as notified by the Company to the Underwriters in the period after the Entitlement Offer. The Underwriter has certain limited rights to terminate the Underwriting Agreement relating to breach by the Company of the Underwriting Agreement or regulatory action. The Company will provide certain standard undertakings and an indemnity in favour of the Underwriter.

Given that the Underwriter is controlled by Mr Nicholas Mather (who, as a Director of DGR, is a related party), there is a possibility for the Entitlement Offer to impact on the level of control exercised by Nicholas Mather and his associates over the Company.

If all Eligible Shareholders take up their full Entitlements under the Entitlement Offer, there will be no significant change to the existing proportion of ownership of the Company.

However, if no Eligible Shareholders other than Nicholas Mather or his associates take up their Entitlements, then the Directors will call on the Underwriter to take up those Shortfall Shares. Under that scenario, the relevant interest of Nicholas Mather would move from 13.88% up to 28.23% of the Company’s issued shares. In entering into the Underwriting Agreement the Directors took into account the Underwriter’s assertion that it was not seeking to increase its control over the Company, and would be happy for the Directors to place any Shortfall Shares without calling on it to fulfil its underwriting obligations.

Future Fund Raising

The Company is presently finalising negotiations with a US based group with a view to securing an equity based funding facility which if successfully concluded, may result in the issue of further Shares on a progressive basis ( Further Funding ). If, and when, the Company is able to conclude these negotiations, it will provide an update to the market. The provision of any Further Funding on the terms under discussion will result in further Shares being issued in the capital of the Company. Please refer to Sections 3.2 and 3.4 for information on the impact of the Entitlement Offer.

The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on the ASX or otherwise transferable. I encourage you to consider this offer carefully.

Pursuant to the Corporations Act, DGR is not required to prepare a prospectus for the Entitlement Offer. A summary of the key information with respect to the Entitlement Offer is set out in this Offer Booklet. Please read the Offer Booklet carefully before deciding whether or not to invest. If there is any matter on which you require further information, you should consult your stockbroker, accountant or other professional adviser.

On behalf of the Directors, I encourage you to consider this investment opportunity and thank you for your ongoing support of DGR.

Yours sincerely,

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Bill Stubbs Chairman

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Important information

Entitlement and Acceptance Forms

It is the responsibility of overseas Applicants to ensure compliance with all laws of any country relevant to their Acceptance.

A number of terms and abbreviations used in this Offer Booklet have defined meanings, which are explained in the Glossary.

Money as expressed in this Offer Booklet is in Australian dollars or else as indicated.

Key dates for investors

Offer Booklet lodged with ASX	Monday 24 June 2013
Notice sent to Shareholders containing information on the Entitlement Offer	Tuesday 25 June 2013
Shares commence trading ex-rights	Wednesday 26 June 2013
Record Date for the Entitlement Offer (7:00pm Brisbane time)	Tuesday 2 July 2013
Offer Booklet and Entitlements and Acceptance Form dispatched to Eligible Shareholders	Monday 8 July 2013
Entitlement Offer opens (9:00am Brisbane time)	Monday 8 July 2013
Entitlement Offer closes (5:00pm Brisbane time)	Monday 22 July 2013
Notification to ASX of under subscriptions	Thursday 25 July 2013
Issue date	Tuesday 30 July 2013
Normal trading of New Shares on ASX commences	Wednesday 31 July 2013

The dates set out in the above table are subject to change and are indicative only. The Company, in conjunction with the Underwriter, reserves the right to alter this timetable at any time, subject to the Corporations Act and the Listing Rules, without notice. The Directors, subject to the requirements of the Listing Rules and the Corporations Act, may extend the period of the Entitlement Offer or bring forward the Closing Date at their discretion. This may have a consequential effect on the other dates. Investors are encouraged to submit their Entitlement and Acceptance Forms as soon as possible.

Key Entitlement Offer Details

Number of New Shares to be issued	66,211,977
Issue Price	$0.025
Gross proceeds (approx)	$1,655,300

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Chairman’s letter ...................................................................................................................................... 2	Chairman’s letter ...................................................................................................................................... 2
1.	Entitlement Offer details ............................................................................................................. 6
2.	Investor Presentation and Risks .................................................................................................12
3.	Effect of Capital Raising on control of DGR ................................................................................18
4.	How to Apply ..............................................................................................................................21
5.	Material Contracts .....................................................................................................................25
6.	Additional information ...............................................................................................................27
7.	Definitions and glossary .............................................................................................................29
8.	Corporate directory ...................................................................................................................32

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1. Entitlement Offer details

1.1 Entitlement Offer

The Entitlement Offer is an offer to Eligible Shareholders only. The Entitlement Offer will raise gross proceeds of approximately $1,655,300.

The proceeds of the Capital Raising raised will be utilized to continue the implementation of DGR Global’s long-term project generation and investment diversification strategy ($1.25m), to provide general working capital ($200,000) and be applied to the costs of the Entitlement Offer ($180,000).

Eligible Shareholders who are on the Company’s share register at 7:00pm (Brisbane time) on the Record Date of 2 July 2013 are entitled to acquire 1 New Share for every 5 Shares held on the Record Date ( Entitlement ). The issue price of $0.025 per New Share represents a discount of approximately 16.7% to the five-day volume-weighted average Share price as at 20 June 2013. Fractional Entitlements will be rounded down to the nearest whole number of New Shares.

The Entitlement Offer is non-renounceable. Accordingly, Entitlements do not trade on the ASX, nor can they be transferred or otherwise disposed of.

An Entitlement and Acceptance Form setting out your Entitlement accompanies this Offer Booklet. Eligible Shareholders may subscribe for all or part of their Entitlement.

On the same date as announcing the Entitlement Offer, the Company applied to the ASX for the New Shares to be granted official quotation on the ASX. Quotation and trading of the New Shares is expected to occur on or about 31 July 2013.

1.2 Shortfall Facility

Each Eligible Shareholder may apply for Additional New Shares, in addition to their Entitlement, at an issue price of $0.025 per New Share ( Shortfall Facility ).

Any New Shares not taken up under the Entitlement Offer by the Closing Date ( Shortfall ) may be made available to those Eligible Shareholders who took up their full Entitlement and applied for Additional New Shares under the Shortfall Facility. There is no guarantee that such Shareholders will receive the number of Additional New Shares applied for, or indeed any Additional New Shares at all. There is no cap on the number of Additional New Shares that Eligible Shareholders may apply for under the Shortfall Facility, although the number of New Shares available under the Shortfall Facility will not exceed the Shortfall following the Entitlement Offer. The allocation of Additional New Shares will be made on a pro rata basis, if there is greater demand than available New Shares.

The Directors shall allot and issue Additional New Shares in accordance with the allocation policy for the Shortfall set out in Section 4.3. The Company may reject any application for Additional New Shares or allocate fewer Additional New Shares than applied for by subscribers for Additional New Shares.

The ability for the Company to issue Additional New Shares is dependent upon the extent of any Shortfall. Applications for Additional New Shares must be made in the Additional New Shares section on the Entitlement and Acceptance Form accompanying this Offer Booklet.

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1.3 Eligibility of Shareholders

The Entitlement Offer is being offered to all Eligible Shareholders only.

Eligible Shareholders are Shareholders on the Record Date who:

(a) have a registered address in Australia, New Zealand or Hong Kong or are a Shareholder that DGR has otherwise determined is eligible to participate;
(b) are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States; and
(c) are eligible under all applicable securities laws to receive an offer under the Entitlement Offer without any requirement for a prospectus or other disclosure document to be lodged or registered.

The Entitlement Offer is not being extended to the Ineligible Shareholders because of the small number of such Shareholders, the number and value of Shares that they hold and the cost of complying with the applicable regulations in jurisdictions outside Australia, New Zealand and Hong Kong.

1.4 Investment risks

Eligible Shareholders should be aware that an investment in DGR involves risks, a number of which are specific to DGR and the industry in which it operates. The key risks identified by DGR are outlined within Section 2.2 of this Offer Booklet.

1.5 New Share terms

Each New Share will rank equally with all existing Shares then on issue. Full details of the rights and liabilities attaching to the Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

1.6 Underwriting

The Entitlement Offer is fully underwritten by Mather Investments (Qld) Pty Limited, which is an entity associated with Mr Nicholas Mather. As Mr Mather is a Director of DGR, the Underwriter is a related party of DGR.

Under the terms of the Underwriting Agreement, DGR will:

pay to the Underwriter an underwriting cash fee of:
if shareholders approve the issue of the Underwriter Options, $115,871 (being 7% of $1,655,300, which is the underwritten amount), or
if shareholders do not approve the issue of the Underwriter Options, $148,977 (being 9% of $1,655,300, which is the underwritten amount), and
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 each.

Further details of the Underwriting Agreement are set out in Section 5.1 of this Offer Document. The Underwriter will not be obliged to underwrite any of the Shortfall until the allocation of Additional New Shares applied for under the Shortfall Facility has been exhausted.

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1.7 Potential effects of Underwriting on Control

The underwriting arrangement may have an impact on the control of the Company.

Nicholas Mather and his associates currently have a relevant interest in 13.88% of the Shares. Additionally, Nicholas Mather and his associates have an interest in 6,500,000 Existing Options and may be issued 4,634,838 Underwriter Options.

If the Underwriter was required to subscribe for all of the New Shares it has agreed to underwrite, upon completion of the Entitlement Offer, Nicholas Mather and his associates would have a relevant interest in 112,157,210 Shares, representing 28.23% of the Shares on issue after completion of the Capital Raising (assuming no Existing Options and no Underwriter Options are exercised). Further details of the effect of the Entitlement Offer and the underwriting arrangements are set out in Sections 3.3 and 3.4 of this Offer Document.

1.8 Proposed use of funds

However, in the event that circumstances change or other better opportunities arise, the Directors reserve the right to vary the proposed uses of funds to maximise the benefit to Shareholders.

1.9 Important dates

Offer Booklet lodged with ASX	Monday 24 June 2013
Notice sent to Shareholders containing information on the Entitlement Offer	Tuesday 25 June 2013
Shares commence trading ex-rights	Wednesday 26 June 2013
Record Date for the Entitlement Offer (7:00pm Brisbane time)	Tuesday 2 July 2013
Offer Booklet and Entitlements and Acceptance Form dispatched to Eligible Shareholders	Monday 8 July 2013
Entitlement Offer opens (9:00am Brisbane time)	Monday 8 July 2013
Entitlement Offer closes (5:00pm Brisbane time)	Monday 22 July 2013
Notification to ASX of under subscriptions	Thursday 25 July 2013
Issue date	Tuesday 30 July 2013
Normal trading of New Shares on ASX commences	Wednesday 31 July 2013

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1.10 Allotment and allocation

The Company will proceed to allocate New Shares as soon as possible after the Closing Date and receiving ASX permission for official quotation of the New Shares.

Allocation of shares applied for under the Shortfall Facility will be allocated and allotted in accordance with the allocation policy set out in Section 4.3. Successful Applicants will be notified in writing of the number of New Shares allocated to them as soon as possible following the allocation being made.

It is the responsibility of Applicants to confirm the number of New Shares allocated to them prior to trading in New Shares. Applicants who sell New Shares before they receive notice of the number of New Shares allocated to them do so at their own risk.

1.11 ASX listing

The Company applied for the listing and official quotation of the New Shares on the ASX on 24 June 2013. If granted, official quotation of the New Shares will commence as soon as practicable after allotment of the New Shares to Applicants. It is the responsibility of the Applicants to determine their allocation of New Shares prior to trading.

1.12 CHESS

The Company will apply for the New Shares to participate in CHESS, in accordance with the ASX Listing Rules and ASX Settlement Operating Rules. The Company will not issue certificates to Shareholders with respect to the New Shares. After allotment of the New Shares, participating Shareholders will receive a transaction confirmation statement.

CHESS holders will also receive an allotment advice. The CHESS statements, which are similar in style to bank account statements, will set out the number of New Shares allotted to each successful Applicant pursuant to this Offer Booklet. The statement will also advise holders of their holder identification number. Further statements will be provided to holders which reflect any changes in their holding in the Company during a particular month.

1.13 Option and Convertible Note holders

Option holders will not be entitled to participate in the Entitlement Offer unless they:

(a) have become entitled to exercise their Existing Options under the terms of their issue and do so prior to the Record Date; and
(b) participate in the Entitlement Offer as a result of being a holder of Shares registered on the share register at 7:00pm (Brisbane time) on the Record Date.

There are currently 32,550,000 Existing Options on issue with an exercise price of $0.28 and various expiry dates. Please refer to Section 3.2 for further details of the Existing Options on issue.

In the event that all entitled Option holders elect to exercise their Existing Options prior to the Record Date to participate in the Entitlement Offer, a further 6,510,000 New Shares may be issued under this Offer Booklet.

There are currently 500,000 Convertible Notes on issue. The terms of the Convertible Notes do not give the holders any right to participate in the Entitlement Offer.

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1.14 Overseas Shareholders

The Company has not made investigations as to the regulatory requirements that may prevail in the countries, outside of Australia, New Zealand and Hong Kong, in which the Company’s Shareholders reside.

This Offer Booklet and the accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of New Shares in any place outside Australia, New Zealand and Hong Kong in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Offer Booklet. The distribution of this Offer Booklet and the accompanying Entitlement and Acceptance Form in jurisdictions outside Australia, New Zealand and Hong Kong may be restricted by law and persons who come into possession of this Offer Booklet and the accompanying Entitlement and Acceptance Form should seek advice on and observe those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws.

The Company has appointed the Nominee to act as nominee for the purposes of section 615 of the Corporations Act. Accordingly, the Company must issue to the nominee the New Shares that would otherwise be issued to Eligible Shareholders having a registered address outside of Australia, New Zealand and Hong Kong who accept the Offer ( Foreign Shareholders ).

The Nominee must sell such New Shares at a price and otherwise in a manner determined by the Nominee in its sole discretion. Neither the Company nor the Nominee, will be held liable for the sale of any such New Shares at any particular price or the timing of such sale. Subject to it being economic to do so, any net proceeds of sale will be distributed to each of those Foreign Shareholders for whose benefit the New Shares are sold in proportion to the Foreign Shareholders’ Entitlement (after deducting costs).

New Zealand

In making this Entitlement Offer to Eligible Shareholders in New Zealand, the Company is relying on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand), by virtue of which this Offer Booklet is not required to be registered in New Zealand.

Hong Kong

This document has not been, and will not be, registered as a prospectus or disclosure document under the Companies Ordinance (Cap. 32) of Hong Kong (the Companies Ordinance ), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO ). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the Entitlement Offer and the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

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No advertisement, invitation or document relating to the Entitlement Offer and the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Entitlement Offer and New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

1.15 Electronic Offer Document

An electronic version of this Offer Booklet is available on the Internet at www.dgrglobal.com.au.

The Entitlement and Acceptance Form may only be distributed together with a complete and unaltered copy of the Offer Booklet. The Company will not accept a completed Entitlement and Acceptance Form if it has reason to believe that the Eligible Shareholder has not received a complete paper copy or electronic copy of the Offer Booklet or if it has reason to believe that the Entitlement and Acceptance Form or electronic copy of the Offer Booklet has been altered or tampered with in any way.

While the Company believes that it is extremely unlikely that during the Entitlement Offer period the electronic version of the Offer Booklet will be tampered with or altered in any way, the Company cannot give any absolute assurance that it will not be the case. Any investor in doubt concerning the validity or integrity of an electronic copy of the Offer Booklet should immediately request a paper copy of the Offer Booklet directly from the Company or the Share Registry.

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2. Investor Presentation and Risks

2.1 Company Information

DGR Global is focused on generating resource exploration companies and developing them from an early exploration stage through to independently financed, listed and managed companies, with a specific advanced project focus. Projects are generated directly through the skills and experience of DGR Global’s accomplished team of exploration geoscientists, not by the costly purchase of properties. This approach enables our investors an early entry and thus a lower entry price.

While the earlier stages of resource exploration and development carry more risk, investments at this stage benefit from the maximum upside potential in the life of the project. Each project is held, and that exploration strategy pursued, in a separate subsidiary.

Focused and specialist management is then engaged within the subsidiary, with project specific finance raised in that subsidiary – faster and less dilutive to DGR Global. As the subsidiary project develops and starts to derisk, the subsidiary is separately capitalised and independent management installed. DGR focuses on potentially large world class targets held 100% under extensive and secure tenures. DGR primarily focuses on metals and commodities that benefit from ongoing global demand growth. Iron, nickel and tin to build infrastructure, gas to power it, copper to network it and gold to hedge against financial disorder. DGR is active in a global exploration theatre.

DGR Global currently retains an equity interest and board representation in five of its listed subsidiaries. A breakdown of DGR Global’s listed company investments is illustrated in the table below (as at 20 June 2013) followed by a brief description of each company.

Investment	Listed Code	Listed Code	Number of Shares owned by DGR	Number of Options (with a listed price)	Market Value (AUD) to DGR	Closing Share Price
SolGold plc	LSE:AIM: SOLG		54,517,440	-	$3,598,000	6.6 cents (Au equiv't)
Orbis Gold Ltd	ASX: OBS		39,000,000	-	$5,850,000	15 cents
Navaho Gold Ltd	ASX: NVG		57,787,518	-	$982,000	1.7 cents
AusNiCo Ltd	ASX: ANW		59,776,500	-	$358,600	0.6 cents
Armour Energy Ltd	ASX: AJQ		75,050,000	18,837,500 4.6 cents	$16,627,000	23 cents
Total market value of DGR Global's		listed assets $27,415,600
Total DGR Global shares on issue		331,059,886
Value attributable to each DGR share 8.3 cents
DGR actual closing share price on 20 June 2012 3.0 cents

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SolGold is listed in London (AIM: SOLG) and at a current trading price of 4.15p per share (Close 19 June 2013), has a market capitalization of approximately $36.4 million (AUD). DGR holds 54.5 million shares in SolGold, representing approximately 10% of the company and approximately $3.6 million in value. SolGold is focused on developing a significant gold-copper porphyry deposit at Cascabel in Ecuador in joint venture with Cornerstone Capital Resources. Cascabel is located in the same continental scale belt as some of the world’s largest copper and gold porphyry deposits on the Andean copper trend. Drilling is due to commence at Cascabel in the next month or so.

SolGold has some distinctively attractive features: -

Inferred and indicated resource of 550,000 ounces of gold equivalent[N1] at Rannes in Central Queensland;
Cascabel has a footprint comparable in size to several world class copper-gold porphyries;
High surface copper-gold grades encountered at Cascabel indicate the porphyry system to be a high grade target unlike many of the run of the mill low grade Andean targets;
Favourable logistics at Cascabel including available water, low elevation, proximity to power stations and port;
A team of geoscientists responsible for several large copper gold porphyries.

Orbis Gold is listed in Australia (ASX: OBS) and at a current trading price of 15 cents per share, has a market capitalisation of approximately $32.5 million. DGR holds 39 million shares in Orbis Gold, representing approximately 18% of the company and approximately $5.85m in current market value. Orbis Gold is focused on the discovery and development of large-scale gold deposits in world-class mineral provinces. The company has established a significant land holding in Burkina Faso, West Africa, and in addition to its 668,000 ounce indicated gold resource[N2] at its high grade Nabanga gold project, has recently announced a significant high grade discovery over the Natangou prospect within the Bongou Project, which has potential for significant expansion.

AusNiCo (ASX:ANW) has a current market capitalisation of approximately $2.6 million at 0.6 cents per share. DGR holds almost 60 million shares in AusNiCo, representing approximately 14% of the company and approximately $358,600 in current market value. AusNiCo’s flagship project is the Taronga Tin Project in New South Wales, a world class tin project, currently ranked the 11[th] largest undeveloped hard rock tin project globally with a historic resource estimate of 46.7Mt containing 68,000 tonnes of tin[N3] . The Taronga Tin Project also contains significant copper and silver (up to 0.12%Cu and 6.5g/t respectively based upon bulk samples taken for the pre-feasibility study) and other minerals of possible by-product potential including tungsten, molybdenum and bismuth. AusNiCo remains an active explorer and also holds a substantial portfolio of exploration tenure highly prospective for tin, nickel and a range of other metals. Recent analysis of the Taronga Tin Project indicates a positive economic evaluation and recent favourable broker analysis has also been published (see www.ausnico.com.au )[N3] .

Navaho Gold (ASX:NVG) has a current market capitalisation of approximately $3.5 million at 1.7 cents per share. DGR holds 57 million shares in Navaho Gold, representing approximately 28% of the company and approximately $982,000 in current market value. Navaho Gold’s flagship project is held within subsidiary NavGas. NavGas has secured a shale gas project in the Flinders Ranges in South Australia covering 53,000km[2] of petroleum exploration licence applications. NavGas has received an independent review of its gas prospectivity and is currently designing an exploration work program to exploit the area’s potential. The NavGas project area is in close proximity to the Moomba to Adelaide gas pipeline and Moomba to Port Bonython liquids pipeline.

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Armour Energy (ASX:AJQ) has a current market capitalisation of approximately $69 million at 23 cents per share. DGR holds 75 million shares in Armour, representing approximately 25% of the company and approximately $17.25 million in current market value. DGR also holds 18.84 million listed options in Armour with a current market value of approximately $866,000. Armour Energy has one of the largest shale gas acreage positions in Australia with 100% ownership of 33 million acres in northern Australia. A mean prospective resource of 41.3 trillion cubic feet of gas and 2.2 billion barrels of associated liquids[N4] has been estimated in Armour’s northern Australian permits. The projects are close to existing pipelines and major domestic energy users and the Company is currently drilling its first well (Egilabria 2) in its Queensland tenement area, near Doomadgee. Armour intends to benefit from the looming east coast Australian gas shortage as demand more than triples as a result of the Gladstone (Central Queensland Port) LNG projects come on line in 2015.

Altogether these listed investments represent approximately $27.4 million in value to DGR Global and its shareholders.

In addition there are a number of unlisted subsidiaries in the DGR group which promote the opportunity for further world class discoveries. The most advanced example of which is IronRidge Resources, which holds several proposed iron ore projects in Gabon; the first major tenement area being close to the giant Belinga Railway project, and a second site at Tchibanga, which is only 60km east of the Gabonese port of Mayumba. This value has been created directly through DGR Global as a resource company generator, as part of its on-going business development initiatives.

Competent Persons 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 Ltd (and a director of DGR Global Ltd’s subsidiaries and associates).

Mr Mather has more than five years experience which is relevant to the styles of mineralization and types of deposits being reported and	Mr Mather has more than five years experience which is relevant to the styles of mineralization and types of deposits being reported and
to the activity which he is undertaking to qualify as a Competent Person for the purposes of the Listing Rules. 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.
Note 1.	The resource information quoted for SolGold plc has been taken from SolGold’s London Stock Exchange release of 25 March
	2012.
Note 2.	The information regarding the gold resource for Orbis Gold Ltd was taken from that company’s market release of 25 September
	2012.
Note 3.	The information regarding the historic tin resource and other matters associated with AusNiCo’s Taronga Tin Project have been
	taken from that company’s market releases of 27 March and 8 April 2013.
Note 4.	The resource estimates used in this announcement with respect to oil and gas for Armour Energy Limited were taken from
	recent Armour Energy market releases and were, where indicated, compiled by MBA Petroleum Consultants, and detailed in the
	Independent Expert’s Report, Replacement Prospectus dated 20 March 2012 for Armour Energy (Chapter 9).

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DGR Global group company structure.

2.2 Risks

Investing in New Shares in the Company involves some risk. There are a number of factors, both specific to the Company and of a general nature, which may affect the future operating and financial performance of the Company and the value of your investment in the Company. Some of these factors can be mitigated by appropriate commercial action. However, many are outside the control of the Company, are dependent on the policies adopted and approaches taken by regulatory authorities, or cannot otherwise be mitigated. If you are unsure about subscribing for New Shares in the Company, you should first seek advice from your stockbroker, accountant, financial or other professional adviser.

The New Shares offered under this Offer Booklet carry no guarantee in respect of profitability, dividends, return of capital or the price at which they may trade on ASX. The past performance of the Company should not necessarily be considered a guide to the future performance of the Company.

As with any equity investment, substantial fluctuations in the value of your investment may occur. This Offer Booklet does not set out all the risks you may face in applying for, and holding, additional shares in the Company.

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The key risks are summarised below.

Key Business risk	Description
Financing	The Company’s ability to effectively implement its business strategy over time may depend in part on its (and its subsidiaries) ability to raise additional funds. There can be no assurance that any such equity or debt funding will be available on favourable terms or at all. If adequate funds are not available on acceptable terms, the Company (or its subsidiaries) may not be able to take advantage of opportunities or otherwise respond to competitive pressures. The Company may decide to raise additional funds in the future through further capital raising. This may result in the Company issuing additional shares in the Company to third parties who are not presently shareholders of the Company. As a result, existing shareholdings may be diluted.
Operational risks	Prosperity for the Company and its subsidiaries will depend largely upon an efficient and successful implementation of all the aspects of exploration, developments, business activities and management of commercial factors. The operations of the Company and its subsidiaries may be disrupted by a variety of risks and hazards which are beyond the control of the Company. Exploration has been and will continue to be hampered on occasions by unforseen weather events, accidents, unforseen cost changes, environmental considerations, natural events and other incidents beyond the control of the Company.
Government policy and taxation	Changes in relevant taxation, interest rates, other legal, legislative and administrative regimes, and Government policies in Australia (at Federal and State level), may have an adverse effect on the assets, operations and ultimately the financial performance of Company.
Commodity prices	The Company’s prospects and perceived value will be influenced from time to time by the prevailing short-term prices of the commodities targeted in exploration programs of the Company and its subsidiaries. Commodity prices fluctuate and are affected by factors including supply and demand for mineral products, hedge activities associated with commodity markets, the costs of production and general global economic and financial market conditions. These factors may cause volatility which in turn, may affect the Company’s ability to finance its future exploration and/or bring the Company’s projects to market.
Tenement risks	All mining licences and exploration permits in which Company has an interest (directly or indirectly) will require compliance with certain levels of expenditure and renewal from time to time. If for anyreason

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	expenditure requirements are not met or a licence or permit is not renewed then Company may suffer damage and as a result may be denied the opportunity to develop certain mineral resources.
Land Access risks	Land access is critical for exploration and evaluation to succeed. Access to land for exploration purposes can be affected by factors such as land ownership and Native title claims.
Environmental risks	The various tenements which the Company has interests in (whether directly or indirectly) are subject to laws and regulations regarding environmental matters, which mean there are potential liability risks.
Exploration and production	Tenements in which the Company or its Related Bodies Corporate has an interest are at various stages of exploration. There can be no assurance that exploration of the project areas will result in the discovery of an economic reserve.
Contractual risk	The Company’s ability to efficiently conduct its operations in a number of respects depends upon a third party product and service providers and contracts have, in some circumstances, been entered into by the Company and its subsidiaries in this regard. Any default under such contracts by a third party may adversely affect the Company.

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3. Effect of Capital Raising on control of DGR

3.1 Present position

As at the date of this Offer Booklet, Nicholas Mather (together with his associates) is the Company’s largest Shareholder, controlling 13.88% of the Shares on issue in the Company.

The following table sets out details of the Shareholders who held more than 5% of the Shares on issue prior to the date of this Offer Booklet.

Shareholder1	Shares	% issued capital (current)
Nicholas Mather	45,945,233	13.88%
Tenstar Trading Limited	33,921,543	10.24%

1 Includes indirect holdings

3.2 Capital structure

Subject to rounding of fractional Entitlements and depending on the number of Existing Options (if any) that are exercised before the Record Date, the capital structure of the Company following the issue of New Shares under the Entitlement Offer (assuming full subscription under the Entitlement Offer) is expected to be as follows:

Shares on issue as at 24 June 2013 (announcement of the Entitlement Offer)	331,059,886
New Shares to be issued under the Entitlement Offer	66,211,977
Shares on issue following the Entitlement Offer	397,271,863

NB:

(1) This assumes that the Further Funding has not been provided. Provision of any Further Funding will increase the number of Shares on issue.

As at the date of this Offer Booklet, the Company has the following Existing Options on issue:

No of Options	Exercise price	Vesting date/Performance hurdle	Expiry date
16,000,000	$0.28	Fully vested	29 Nov 2013
11,250,000	$0.28	Fully vested	28 Feb 2014
300,000	$0.28	Fully vested	28 Feb 2015
5,000,000	$0.28	Fully vested	24 Apr 2015

Pursuant to the Underwriting Agreement, the Company is required to issue 4,634,838 Underwriter Options. The issue of the Underwriter Options is subject to Shareholder approval being obtained.

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3.3 Potential effects of the Capital Raising on control

The Entitlement Offer is a fully underwritten, pro-rata offer so that if all Eligible Shareholders take up their Entitlements and none of the Optionholders exercise their Existing Options and participate in the Entitlement Offer, the voting power of all Eligible Shareholders will remain substantially the same.

Eligible Shareholders who do not take up all of their Entitlements will have their interest in the Company further diluted. In addition, the proportional shareholdings of Shareholders who are not resident in Australia, New Zealand or Hong Kong may be diluted as those Shareholders are not entitled to participate in the Entitlement Offer.

In the event of a Shortfall, the Directors will allocate and allot shares in accordance with applications for Additional New Shares made under the Shortfall Facility if any, and in the event of any New Shares outstanding at the end of that process, will look to the Underwriter to fulfil its obligations under the Underwriting Agreement.

The Offer is being fully underwritten by Mather Investments (Qld) Pty Limited, being an entity associated with Nicholas Mather, a director of the Company. If the Underwriter is required to subscribe for New Shares under its underwriting commitment, it will impact on the interest held by Nicholas Mather and his associates in the Company. Further details of the effect that the Underwriting arrangements may have on the control of the Company are set out in section 3.4.

3.4 Underwriting and potential effects on control

Accordingly, if the Underwriter was required to subscribe for all of the New Shares it has agreed to underwrite, upon completion of the Entitlement Offer, Nicholas Mather and his associates would have a relevant interest in 112,157,210 Shares, representing 28.23% of the Shares on issue after completion of the Capital Raising (assuming no Existing Options and no Underwriter Options are exercised). Even where some but not all of the Eligible Shareholders other than Nicholas Mather and his associates take up their Entitlements, the Directors cannot allocate all of that Shortfall under the Shortfall Facility, the Directors will call on the Underwriter to take up those Shortfall Shares. Depending on how large the Shortfall is, Nicholas Mather may still move from 13.88% to over 20% of the Company’s issued share capital.

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Accordingly, the underwriting arrangements may have an impact on the control of the Company as follows:

Nicholas Mather and Associates	Number of Shares	% of total Share Capital (5)
Current Holding1	45,945,233	13.88%
Potential holding on completion of Entitlement Issue2where the Underwriter is required to subscribe for 10% of all New Shares.	52,566,431	13.23%
Potential holding on completion of Entitlement Issue2where the Underwriter is required to subscribe for 50% of all New Shares.	79,051,222	19.90%
Potential holding on completion of Entitlement Issue2where the Underwriter is required to subscribe for 80% of all New Shares.	98,914,815	24.90%
Maximum potential holding on completion of Entitlement Issue assuming all Existing Options held by Nicholas Mather and associates and all Underwriter Options are exercised3	123,292,049	31.03%

Notes:

1. Assumes no Existing Options are exercised.

2. Assumes no Existing Options and no Underwriter Options are exercised.

3. Assumes no Existing Options (other than those held by Nicholas Mather and his associates) are exercised.

4. All percentages quoted above assume that no Convertible Notes are converted to ordinary shares.

5. All of these percentages proceed on the assumption that the Further Funding is not provided. Provision of any Further Funding will increase the number of Shares on issue and decrease these percentages.

An underwriting fee comprising a cash fee of 7% of the amount raised pursuant to the Entitlement Offer together with 4,634,838 Underwriter Options (exercisable on or before 12 months from the date of their approval with an exercise price of 6 cents each) is payable. The issue of the Underwriter Options is subject to Shareholder approval being obtained. In the event that Shareholder approval is not obtained to the issue of the Underwriter Options, the Company will be required to pay an increased cash fee of 9% (rather than 7%) of the amount raised pursuant to the Entitlement Offer.

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4. How to Apply

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4.1 Your choices as an Eligible Shareholder

The number of New Shares to which each Eligible Shareholder is entitled ( Entitlement ) is calculated as at 7:00pm (Brisbane time) on the Record Date of 2 July 2013 and is shown on the personalised Entitlement and Acceptance Form accompanying this Offer Booklet.

Eligible Shareholders may:

(a) take up their Entitlement in full and, if they do so, they may apply for Additional New Shares under the Shortfall Facility (refer to Section 4.2);
(b) take up part of their Entitlement, in which case the balance of the Entitlement would lapse (refer to Section 4.3); or
(c) allow their Entitlement to lapse (refer to Section 4.5).

The Company reserves the right to reject any Application that is received after the Closing Date. The Closing Date for acceptance of the Entitlement Offer is 5:00pm (Brisbane time) on 22 July 2013.

4.2 Taking up your Entitlement in full and participating in Shortfall Facility

If you wish to take up all of your Entitlement and also apply for Additional New Shares under the Shortfall Facility, complete the accompanying Entitlement and Acceptance Form for New Shares and the Top Up section in accordance with the instructions set out in the form. In order to apply for Additional New Shares under the Shortfall Facility you must be an Eligible Shareholder and must have first taken up your Entitlement in full.

Forward your completed Entitlement and Acceptance Form together with your cheque or bank draft in Australian currency drawn on and payable at an Australian bank and made payable to "DGR Global - Entitlement Issue A/C" and crossed "Not negotiable" for the amount shown on the form using the envelope provided to reach the Company’s Share Registry, Link Market Services Limited, no later than 5.00pm (Brisbane time) on 22 July 2013 at the address set out below:

DGR Global Limited C/- Link Market Services Limited Locked Bag 3415 Brisbane QLD 4001

Eligible Shareholders may submit payments for New Shares applied for using BPAY. In order to use BPAY, please follow the instructions set out on the Entitlement and Acceptance Form. If you make payment by BPAY, you do not need to return your Entitlement and Acceptance Form, however, your payment must be received by no later than 5:00pm (Brisbane time) on 22 July 2013.

Amounts received by the Company in excess of the Issue Price multiplied by your Entitlement ( Excess Amount ) will be treated as an application to apply for as many additional New Shares as your Excess Amount will pay for in full.

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If you apply for Additional New Shares under the Shortfall Facility and your application is successful (in whole or in part), your Additional New Shares will be issued at the same time that other New Shares are issued under the Entitlement Offer. The basis on which the Directors will allocate and issue Additional New Shares under the Shortfall Facility is set out in Section 4.3.

Refund amounts, if any, will be paid in Australian dollars. You will be paid either by cheque sent by ordinary post to your address as recorded on the share register (the registered address of the first-named in the case of joint holders), or by direct credit to the nominated bank account as noted on the share register as at the Closing Date of the Entitlement Offer.

4.3 Allotment and Allocation Policy for Shares issued under the Shortfall Facility

A Shortfall will exist if any Eligible Shareholder does not take up their full Entitlements. Additional New Shares applied for will only be allocated and issued if any Eligible Shareholders do not apply for their full Entitlements, and therefore a Shortfall exists – the Entitlement Offer is undersubscribed.

Allocation and allotment of any Additional New Shares applied for will be made in accordance with the following policy:

(a) The Directors will allocate the Shortfall Shares to Eligible Shareholders who have indicated they wish to take up their Additional Shares as provided for in Section 4.2.
(b) These Additional New Shares will be allocated on a pro-rata basis if there is a greater demand than available shares.
(c) No Related Party or Eligible Shareholder associated with them (including Nicholas Mather the Underwriter) will participate in the Shortfall Facility.
(d) Once Directors have exhausted the allotment and allocation of Additional New Shares under the Shortfall Facility, then the Company will call on the Underwriter to take up the remaining Shortfall Shares in accordance with its underwriting obligations under the Underwriting Agreement. The Underwriting Agreement is summarised in Section 5.1. Additional New Shares will be issued at the same time as all other New Shares are issued under the Entitlement Offer.
(e) DGR will not allocate or issue Additional New Shares under the Shortfall Facility, where it is aware that to do so would result in a breach of the Corporations Act, the Listing Rules or any other relevant legislation or law. Eligible Shareholders wishing to apply for Additional New Shares must consider whether or not the issue of the Additional New Shares applied for would breach the Corporations Act or the Listing Rules having regard to their own circumstances.
(f) There is no guarantee that Eligible Shareholders will be successful in being allocated any of the Additional New Shares that they apply for. The Company may reject any application for Additional New Shares or allocate fewer Additional New Shares than applied for by Applicants for Additional New Shares in accordance with the policy set out above.

4.4 Taking up part of your Entitlement and allowing the balance to lapse

If you wish to take up part of your Entitlement complete the accompanying Entitlement and Acceptance Form for New Shares in accordance with the instructions set out in the form.

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Forward your completed Entitlement and Acceptance Form together with your cheque or bank draft in Australian currency drawn on and payable at an Australian bank and made payable to "DGR Global - Entitlement Issue A/C" and crossed "Not negotiable" for the relevant Application Monies (calculated as the Issue Price multiplied by the number of New Shares that you wish to take up) using the envelope provided to reach the Company’s Share Registry, Link Market Services Limited, no later than 5.00pm (Brisbane time) on 22 July 2013 at the address set out below:

DGR Global Limited C/- Link Market Services Limited Locked Bag 3415 Brisbane QLD 4001

Eligible Shareholders may submit payments for New Shares applied for using BPAY. In order to use BPAY, please follow the instructions set out on the Entitlement and Acceptance Form. If you make payment by BPAY, you do not need to return your Entitlement and Acceptance Form , however, your payment must be received by no later than 5:00pm (Brisbane time) on 22 July 2013.

If the Company receives an amount that is less than the Issue Price multiplied by your Entitlement ( Reduced Amount ), your payment will be treated as an application for as many New Shares as your Reduced Amount will pay for in full.

4.5 Allowing your Entitlement to lapse

If you do not wish to accept all or any part of your Entitlement, do not take any further action and that part of your Entitlement will lapse.

4.6 Consequences of not taking up your Entitlement

If you do not take up all of your Entitlement in accordance with the instructions set out above, any New Shares that you would have otherwise been entitled to under the Entitlement Offer (or New Shares that relate to the portion of your Entitlement that has not been accepted) may be acquired by the Underwriter or by other Shareholders under the Shortfall Facility, and failing that, by the Underwriter.

4.7 Payment

The consideration for the New Shares (including under the Shortfall Facility) is payable in full on application by a payment of $0.025 per New Share.

You must arrange for payment of the Application Monies through BPAY or by cheque or bank draft in accordance with the instructions on the Entitlement and Acceptance Form.

Eligible Shareholders must not forward cash. Receipts for payment will not be issued.

4.8 Binding effect of Entitlement and Acceptance Form

A payment made through BPAY or the lodgement of an Entitlement and Acceptance Form and corresponding Application Money in accordance with the instructions contained in this Section 4 and on the Entitlement and Acceptance Form constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Offer Booklet and, once lodged or paid, cannot be withdrawn. The Directors’ decision whether to treat an acceptance as valid is final.

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By making a payment through BPAY or lodging an Entitlement and Acceptance Form and corresponding Application Money, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

(a) you are an Eligible Shareholder and are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares under the Entitlement Offer;
(b) you acknowledge that the New Shares have not been, and will not be, registered under the US Securities Act or under the laws of any other jurisdiction outside Australia, New Zealand or Hong Kong; and
(c) you have not and will not send any materials relating to the Entitlement Offer to any person in the United States or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States.

4.9 Brokerage, handling fees and stamp duty

No brokerage, handling fees or stamp duty is payable by Applicants in respect of their applications for New Shares under this Offer Booklet. The amount payable on acceptance will not vary during the period of the Entitlement Offer and no further amount is payable on allotment.

Application Monies will be held in trust in a subscription account until allotment of the New Shares. The subscription account will be established and kept by the Company on behalf of the Applicants. Any interest earned on the Application Monies will be retained by the Company irrespective of whether allotment takes place.

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5. Material Contracts

A summary of the material contracts to which the Company is a party relevant to the Entitlement Offer and not otherwise disclosed to ASX is set out below:

5.1 Underwriting Agreement

The Company has entered into the Underwriting Agreement and Mather Investments (Qld) Pty Ltd ACN 156 050 752 (as trustee for the Mather Family Trust).

Pursuant to the terms of the Underwriting Agreement the Underwriter has agreed to underwrite the Offer up to 66,211,977 New Shares, representing 100% of the Offer. The Underwriter’s obligations will only arise if any Shortfall remains after allocation of Shortfall Shares under the Shortfall Facility.

The Company must:

(a) pay to the Underwriter the following fees (out of the proceeds of the Offer an Underwriting Fee of:
(1) if Shareholder Approval is given for the grant of 4,634,838 Underwriter Options, then 7% of the Underwritten Amount; and
(2) if Shareholder Approval is not given then 9% of the Underwritten Amount;
(b) subject to Shareholder Approval, the grant of 4,634,838 Underwriter Options.

The Underwriting Fee shall be paid in full by bank cheque or electronic funds on the Quotation Date out of the funds of the Entitlement Offer and the Shortfall Facility.

Pursuant to the terms of the Underwriting Agreement the Underwriter may terminate for any number of events typically found in such underwriting agreements including but not limited to (each an Event of Termination ):

(a) during the Offer Period, the 5 day VWAP for the Company’s shares falls below 85% of the Offer Price;
(b) the spot price for gold as quoted on COMEX falling to a determined level;
(c) approval for Quotation of the New Shares being refused or not granted, other than subject to standard conditions customarily imposed;
(d)
the S & P/ASX 200 Index falling to a determined level;
(e) any material adverse change occurring in the assets, liabilities, share capital, share structure, financial position or performance, profits, losses or prospects of the Company;
(f) the Company withdrawing any disclosure documents issued or published by or on behalf of the Company in respect of the Entitlement Offer and the Shortfall Facility, including any documents required pursuant to s 708AA Corporations Act, the Offer Booklet, and any Entitlement and Acceptance Form, without issuing a Corrective Document, or terminates the Entitlement Offer;

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(g) the Company or a Related Body Corporate (as that term is defined in section 50 of the Corporations Act) of the Company is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts within the meaning of the Corporations Act, or is presumed to be insolvent under the Corporations Act;
(h) the Offer Documents:
(1) do not comply with s 708AA (2)(f) of the Corporations Act;
(2) are false or misleading in a material particular; or
(3) have omitted a matter or thing, the omission of which render the Offer Documents misleading in a material respect;
(i) any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or in the international financial markets or any material adverse change occurs in national or international political, financial or economic conditions;
(j) hostilities political or civil unrest not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities, political or civil unrest occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, the United States of America, the United Kingdom, any member state of the European Union, Japan, Indonesia, Singapore, Malaysia, Hong Kong, North Korea or the Peoples Republic of China or a significant terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;
(k) trading in securities generally has been suspended or materially limited, for at least one trading day, by any of the New York Stock Exchange, the London Stock Exchange or the ASX;
(l) except as contemplated by the Offer Documents, an event specified in section 652C(1) or section 652C(2) Corporations Act, but replacing ‘target’ with ‘Company’; or
(m) an event specified in the Timetable is delayed for more than 3 Business Days other than as the result of actions taken by, or at the request of the Underwriter or due to requirements of ASX (unless those actions were requested by the Company) or the actions of the Company (where those actions were taken with the Underwriter’s prior consent).

If an Event of Termination occurs the Underwriter may terminate the Underwriting Agreement at any time prior to Completion by giving notice in writing to the Company which sets out:

(a) the Event of Termination; and
(b) that the Underwriting Agreement is terminated.

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6. Additional information

6.1 Section 708AA Corporations Act

The Company is a disclosing entity and therefore subject to regular reporting and disclosure obligations under the Corporations Act. Under those obligations, the Company is obliged to comply with all applicable continuous disclosure and reporting requirements in the Listing Rules.

This Offer Booklet is issued under section 708AA(2)(f) of the Corporations Act. This section enables disclosing entities to issue an Offer Booklet in relation to securities in a class of securities which has been quoted by ASX at all times during the 12 months before the date of the Offer Booklet or options to acquire such securities. Apart from formal matters, this Offer Booklet need only contain:

(a) information that is excluded information as at the date of the Offer Booklet pursuant to sections 708AA (8) and (9); and
(b) information regarding:
(1) the potential effect the issue of the New Shares will have on the control of the Company; and
(2) the consequences of that effect.

6.2 Rights and liabilities attaching to New Shares

The New Shares will have from issue the same rights attaching to all existing Shares on issue.

The rights attaching to ownership of the New Shares are set out in the Company’s Constitution, a copy of which is available for inspection at the registered office of the Company during business hours.

This Offer Booklet does not contain a summary of the principal rights and liabilities of holders of the New Shares.

6.3 Expenses of the Capital Raising

All expenses connected with the Capital Raising are being borne by the Company. Total expenses of the Capital Raising are estimated to be in the order of $180,000.

6.4 Consents and disclaimers

Written consents to the issue of this Offer Booklet have been given and at the time of this Offer Booklet have not been withdrawn by the following parties:

Link Market Services Limited has given and has not withdrawn its consent to be named in this Offer Booklet as the Share Registry of the Company in the form and context in which it is named. It has had no involvement in the preparation of any part of this Offer Booklet other than recording its name as Share Registry to the Company. It takes no responsibility for any part of the Offer Booklet other than the references to its name.

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HopgoodGanim has given and has not withdrawn its consent to be named in this Offer Booklet as solicitors to the Entitlement Offer in the form and context in which it is named. It takes no responsibility for any part of the Offer Booklet other than references to its name.

Mather Investments (Qld) Pty Limited has given and has not withdrawn its consent to be named in this Offer Booklet as the Underwriter in the form and context in which it is named. It takes no responsibility for any part of the Offer Booklet other than references to its name.

Ord Minnett Limited has given and has not withdrawn its consent to be named in this Offer Booklet as the Nominee in the form and context in which it is named. It takes no responsibility for any part of the Offer Booklet other than references to its name.

6.5 Directors’ statement

This Offer Booklet is issued by DGR Global Limited. Each Director has consented to the lodgement of the Offer Booklet with ASX.

Signed on the date of this Offer Booklet on behalf of DGR Global Limited by:

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Bill Stubbs Chairman DGR Global Limited

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7. Definitions and glossary

Terms and abbreviations used in this Offer Booklet have the following meaning:


Acceptance	An acceptance of Entitlements.
Additional New Shares	Those New Shares which Eligible Shareholders may apply for under the Shortfall Facility in excess of their Entitlement, in the event that there is a Shortfall as described in Section 1.2.
Applicant	An Eligible Shareholder who has applied to subscribe for New Shares by arranging for payment through BPAY in accordance with the instructions on the Entitlement and Acceptance Form.
Application	Arranging for payment of the relevant Application Monies through BPAY in accordance with the instructions on the Entitlement and Acceptance Form.
Application Monies	The aggregate amount payable for the New Shares applied for through BPAY, calculated as the Issue Price multiplied by the number of New Shares applied for.
ASIC	Australian Securities & Investments Commission.
Associate	An associate for the purposes of Chapter 6 of the Corporations Act.
ASX	ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as applicable.
Board	The board of Directors of the Company.
Business Day	has the same meaning as in the Listing Rules.
Capital Raising	the Entitlement Offer.
CHESS	The Clearing House Electronic Sub Register System, an automated transfer and settlement system for transactions in securities quoted on the ASX under which transfers are affected in paperless form.
Closing Date	5:00pm Brisbane time on Monday 22 July 2013, being the date the Entitlement Offer closes.
CompanyorDGR	DGR Global Limited ACN 052 354 837.
Constitution	The constitution of the Company.
Convertible Notes	means the 500,000 convertible notes on issue as at the date of this Offer Booklet.
Corporations Act	Corporations Act 2001(Cth).
Director	A director of the Company.

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Eligible Shareholder	A Shareholder on the Record Date who: (a) has a registered address in Australia, New Zealand or Hong Kong or is a Shareholder that the Company has otherwise determined is eligible to participate; (b) is not in the United States and is not a person (including a nominee or custodian) acting for the account or benefit of a person in the United States; and (c) is eligible under all applicable securities laws to receive an offer under the Entitlement Offer without any requirement for a prospectus or other disclosure document to be lodged or registered.
Entitlement	The entitlement to subscribe for New Shares pursuant to the Entitlement Offer.
Entitlement and Acceptance Form	The entitlement and acceptance form accompanying this Offer Booklet.
Entitlement Offer	The pro rata, non-renounceable offer to Eligible Shareholders to subscribe for 1 New Share for every 5 Shares of which the Shareholder is the registered holder as at 7:00pm (Brisbane time) on the Record Date, at an Issue Price of $0.025 per New Share pursuant to this Offer Booklet.
Existing Options	All existing Options to subscribe for Shares currently on issue as at the date of this Offer Booklet.
Ineligible Shareholderor Foreign Shareholders	A Shareholder (or beneficial holder of Shares) on the Record Date with a registered address outside Australia, New Zealand or Hong Kong or any other jurisdiction that the Company and the Underwriter agree that ASX Listing Rule 7.7.1(a) applies.
Offer Booklet	This Offer Booklet dated 24 June 2013.
Investor Presentation	The presentation to investors, incorporated in Section 2 of this Offer Booklet.
Issue Price	$0.025 for each New Share applied for.
Listing Rules	The official listing rules of ASX.
New Shares	Shares to be allotted and issued under the Entitlement Offer, and including where the context requires, Shortfall Shares issued under the Shortfall Facility or to the Underwriter.
Nominee	A nominee appointed by the Company for the purposes of section 615 of the Corporations Act.

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Opening Date	9:00am (Brisbane time) on Monday 8 July 2013, being the date the Entitlement Offer opens.
Optionholders	The holders of the Existing Options
Options	Options on issue in the Company from time to time
Record Date	7:00pm (Brisbane time) on Tuesday 2 July 2013.
related party	A related party for the purposes of the Corporations Act.
Share	A fully paid ordinary share in the capital of the Company.
Share Registry	Link Market Services Limited ACN 083 214 537.
Shareholder	A holder of Shares.
Shortfall Facility	The facility described in Section 4.2 under which Eligible Shareholders may apply for Additional New Shares in excess of their Entitlement.
ShortfallorShortfall Shares	Any New Shares not taken up pursuant to the Entitlement Offer.
Underwriter	Mather Investments (Qld) Pty Limited ACN 156 050 752
Underwriter Options	The Options)to subscribe for Shares expiring 12 months from the date of their allotment, and issued to the Underwriter subject to shareholder approval, and exercisable at 6 cents each, pursuant to the terms of the Underwriting Agreement.
Underwriting Agreement	The underwriting agreement between the Company and the Underwriter dated 21 June 2013.
US Securities Act	The US Securities Act of 1933, as amended.

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8. Corporate directory

	Directors and Company Secretary		Solicitors to the Capital Raising
	Mr William (Bill) Stubbs (Non-Executive Chairman) Mr Nicholas Mather (Managing Director) Mr Vincent Mascolo (Non-Executive Director) Mr Brian Moller (Non-Executive Director) Mr Karl Schlobohm (Company Secretary)		HopgoodGanim Level 8 Waterfront Place 1 Eagle Street Brisbane QLD 4000 Tel: +61 7 3024 0000 www.hopgoodganim.com.au
	Administration and Registered Office		Share Registry
	DGR Global Limited Level 27, 111 Eagle Street Brisbane QLD 4000 Tel: +61 7 3303 0680 www.dgrglobal.com		Link Market Services Limited Level 15 324 Queen Street Brisbane QLD 4000 Tel: 1300 554 474 www.linkmarketservices.com.au
	Underwriter
	Mather Investments (Qld) Pty Limited GPO Box 5261 Brisbane QLD 4001

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AI assistant

DGR GLOBAL LIMITED — Capital/Financing Update 2013

64771_rns_2013-06-23_cd298e9f-8446-45f7-babb-68c29ece1fa2.pdf

DGR Global Limited

24 June 2013

Fully Underwritten Non-Renounceable Rights Issue To Raise $1.65 Million

Entitlement Offer Booklet

DGR Global Limited ACN 052 354 837

Important notice

Important notice

No excluded information

Foreign Shareholders

24 June 2013

Capital Raising

Underwriting Agreement and Impact and Control

Future Fund Raising

Important information

Entitlement and Acceptance Forms

Key dates for investors

Key Entitlement Offer Details

Table of Contents

1. Entitlement Offer details

1.1 Entitlement Offer

1.2 Shortfall Facility

1.3 Eligibility of Shareholders

1.4 Investment risks

1.5 New Share terms

1.6 Underwriting

1.7 Potential effects of Underwriting on Control

1.8 Proposed use of funds

1.9 Important dates

1.10 Allotment and allocation

1.11 ASX listing

1.12 CHESS

1.13 Option and Convertible Note holders

1.14 Overseas Shareholders

New Zealand

Hong Kong

1.15 Electronic Offer Document

2. Investor Presentation and Risks

2.1 Company Information

2.2 Risks

The key risks are summarised below.

3. Effect of Capital Raising on control of DGR

3.1 Present position

3.2 Capital structure

NB:

3.3 Potential effects of the Capital Raising on control

3.4 Underwriting and potential effects on control

4.1 Your choices as an Eligible Shareholder

4.2 Taking up your Entitlement in full and participating in Shortfall Facility

4.3 Allotment and Allocation Policy for Shares issued under the Shortfall Facility

4.4 Taking up part of your Entitlement and allowing the balance to lapse

4.5 Allowing your Entitlement to lapse

4.6 Consequences of not taking up your Entitlement

4.7 Payment

4.8 Binding effect of Entitlement and Acceptance Form

4.9 Brokerage, handling fees and stamp duty

5. Material Contracts

5.1 Underwriting Agreement

6. Additional information

6.1 Section 708AA Corporations Act

6.2 Rights and liabilities attaching to New Shares

6.3 Expenses of the Capital Raising

6.4

Consents and disclaimers

6.5 Directors’ statement

7. Definitions and glossary

8. Corporate directory

More from DGR GLOBAL LIMITED

DGR GLOBAL LIMITED Capital/Financing Update 2013