DGR GLOBAL LIMITED — Capital/Financing Update 2020

Oct 11, 2020

Proposed issue of securities

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Announcement Summary

Entity name

DGR GLOBAL LIMITED

Announcement Type

New announcement

Date of this announcement

Monday October 12, 2020

The Proposed issue is: An accelerated offer A placement or other type of issue

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Options exercisable at $0.12 expiring 25 September 2023	63,878,760
DGR	ORDINARY FULLY PAID	127,757,519

Trading resumes on an ex-entitlement basis (ex date)

Wednesday October 14, 2020

+Record date

Wednesday October 14, 2020

Offer closing date for retail +security holders

Wednesday October 28, 2020

Issue date for retail +security holders

Monday November 2, 2020

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Options exercisable at $0.12 expiring 25 September 2023	37,500,000
DGR	ORDINARY FULLY PAID	75,000,000

Proposed issue of securities

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Proposed issue of securities

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Proposed +issue date

Monday November 2, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

DGR GLOBAL LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ABN 67052354837

1.3 ASX issuer code

DGR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Monday October 12, 2020

1.6 The Proposed issue is:

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An accelerated offer A placement or other type of issue

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

DGR : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

DGR : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

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The quantity of additional +securities For a given quantity of +securities to be issued held 1 6 What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 127,757,519 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined?

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Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.08000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined?

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Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 0.08000 AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

Shareholders who apply for their full Entitlement may also apply for additional shares (Additional Entitlement Offer Shares) in excess of their Entitlement at the Issue Price, to be issued from any Shortfall or the Additional Offer (at the Company's discretion). Directors and any other related parties of the Company are not permitted to apply for Additional Entitlement Offer Shares but may take up their Entitlement, if any, and/or participate as a sub-underwriter as disclosed in this Prospectus.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

The Company reserves the right to scale back any applications for Additional Shares under the Shortfall Offer or the Additional Offer. If this occurs, applications monies will be returned (without interest) to the extent of the scale back.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Options exercisable at $0.12 expiring 25 September 2023 Yes Yes	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Options exercisable at $0.12 expiring 25 September 2023 Yes Yes
New class-code to be confirmed	Options exercisable at $0.12 expiring 25 September 2023

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

Has the offer ratio been determined?

Has the offer ratio been determined?
Yes
The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded up to the next whole number	(subject to rounding)
	63,878,760

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.00000

AUD - Australian Dollar

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Offer price details for institutional security holders

Has the offer price for the institutional offer been determined?

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Yes

In what currency will the offer be made?

AUD - Australian Dollar

What is the offer price per +security for the institutional offer? AUD 0.00000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

Shareholders who apply for their full Entitlement may also apply for additional shares (Additional Entitlement Offer Shares) in excess of their Entitlement at the Issue Price, to be issued from any Shortfall or the Additional Offer (at the Company's discretion). Directors and any other related parties of the Company are not permitted to apply for Additional Entitlement Offer Shares but may take up their Entitlement, if any, and/or participate as a sub-underwriter as disclosed in this Prospectus.

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

The Company reserves the right to scale back any applications for Additional Shares under the Shortfall Offer or the Additional Offer. If this occurs, applications monies will be returned (without interest) to the extent of the scale back.

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.1200 Monday September 25, 2023

Details of the type of +security that will be issued if the option is exercised

DGR : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:DGR)

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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Please refer to section 7.2 of the Prospectus.

Part 3D - Timetable

3D.1a First day of trading halt

Tuesday October 6, 2020

3D.1b Announcement date of accelerated offer

Monday October 12, 2020

3D.2 Trading resumes on an ex-entitlement basis (ex date)

Wednesday October 14, 2020

3D.5 Date offer will be made to eligible institutional +security holders

Monday October 12, 2020

3D.6 Application closing date for institutional +security holders

Tuesday October 13, 2020

3D.8 Announcement of results of institutional offer

(The announcement should be made before the resumption of trading following the trading halt)

Wednesday October 14, 2020

3D.9 +Record date

Wednesday October 14, 2020

3D.10a Settlement date of new +securities issued under institutional entitlement offer

Friday October 16, 2020

3D.10b +Issue date for institutional +security holders

Friday October 16, 2020

3D.10c Normal trading of new +securities issued under institutional entitlement offer

Monday October 19, 2020

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

Monday October 19, 2020

3D.12 Offer closing date for retail +security holders

Wednesday October 28, 2020

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3D.13 Last day to extend retail offer close date

Friday October 23, 2020

3D.16 Entity announces results of retail offer, including the number and percentage of +securities taken up by existing retail +security holders.

Monday November 2, 2020

3D.19 +Issue date for retail +security holders

Monday November 2, 2020

Part 3E - Fees and expenses

• 3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Bizzell Capital Partners Pty Ltd ABN 38 118 741 012

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

• (a) Management Fee: 1% of the total amount raised by the Company under the Offers;

• (b) Underwriting Fee: 5% of the value of all Shares underwritten and issued under the Underwritten Amount (being approximately $510,000);

• (c) Additional Offer Fee: 5% of the value of all new Shares issued pursuant to the Additional Offer; and

• (d) Option Fee: the Company must issue to the Underwriter or its nominees the Underwriter Options on the basis two (2) Options for every $1 of the amount raised by the Company under the Offers.

• 3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Bizzell Capital Partners Pty Ltd ABN 38 118 741 012

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

• 100%

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

• (a) Management Fee: 1% of the total amount raised by the Company under the Offers;

• (b) Underwriting Fee: 5% of the value of all Shares underwritten and issued under the Underwritten Amount (being approximately $510,000); (c) Additional Offer Fee: 5% of the value of all new Shares issued pursuant to the Additional Offer; and (d) Option Fee: the Company must issue to the Underwriter or its nominees the Underwriter Options on the basis two (2) Options for every $1 of the amount raised by the Company under the Offers.

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3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

This information is a general summary only of the material terms; more detailed information regarding potential termination is available in the Prospectus. These terms and conditions are typical for an underwriting agreement in respect of an offer of the same or a similar type and size as the Offer, being made by an issuer similar to the Company. - S&P/ASX200 falls 10% for 5 consecutive days

• Material adverse change in the Company's assets/liabilities/structure/performance

• Company withdraws Offer Document/terminates Entitlement Offer, or omits material information from, or makes a false, misleading or deceptive material statement in, the Prospectus

• General securities trading is suspended or limited for at least one trading day on NYSW/LSE/ASX

• Company defaults in default any material term and condition of the Underwriting Agreement- Outbreak or escalation of hostilities in certain nominated jurisdictions

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

3E.2e (i) What is the name of that party?

Samuel Holdings Pty Ltd ACN 063 693 747 as trustee for the Samuel Discretionary Trust (an entity controlled by Director Nicholas Mather)

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

$1,963,000

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

The same as described in 3E.2c above.

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

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No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

• Total of $1,072,736, comprising:

• Underwriter¿s Fees (in aggregate): $613,236

• Additional Offer Fees: $360,000

• Legal costs of the Entitlement Offer: $50,000

• ASX and ASIC costs: $32,500

• Printing, postage and Share Registry: $17,000

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

• repayment of the Company's existing convertible note facility with Tribeca Investment Partners;

• corporate overheads;

• the costs of the Entitlement Offer;

• payments to creditors and meeting accrued liabilities; and

• working capital.

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3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

None

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue https://dgrglobal.com.au/2020-offers

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

DGR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

75,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.08000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes Yes ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.12 expiring 25 September 2023

+Security type

Options

Number of +securities proposed to be issued

37,500,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Nil cash consideration as these are free attaching securities

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

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+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.1200 Monday September 25, 2023

Details of the type of +security that will be issued if the option is exercised

DGR : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:DGR)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Please refer to section 7.2 of the Prospectus.

Part 7C - Timetable

7C.1 Proposed +issue date

Monday November 2, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

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Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

112,500,000

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes 7E.1a Who is the lead manager/broker? Bizzell Capital Partners Pty Ltd ABN 38 118 741 012

• 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? - Management Fee: 1% of the total amount raised by the Company under the Offers; and - Additional Offer Fee: 5% of the value of all new Shares issued pursuant to the Additional Offer.

• 7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue The same as described in 3E.4 above. Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities As described above in Part 3F. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue https://dgrglobal.com.au/2020-offers

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