DGR GLOBAL LIMITED — Capital/Financing Update 2020

Oct 11, 2020

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DGR Global Ltd

ACN 052 354 837

Prospectus

Entitlement Offer to Eligible Shareholders

An accelerated non-renounceable rights issue to Eligible Shareholders of DGR Global Ltd of one (1) New Share for every six (6) Shares held at an Issue Price of $0.08 per New Share to raise up to approximately $10.2 million before costs of the Entitlement Offer, with one (1) attaching New Option for every two (2) New Shares allotted exercisable at $0.12 on or before 25 September 2023.

AND

An additional offer to Nominated Investors of New Shares at an Issue Price of $0.08 per New Share, together with one (1) New Option for every two (2) New Shares allotted, exercisable at $0.12 on or before 25 September 2023 to raise approximately $6,000,000 before the costs of the offer ( Additional Offer ).

The Entitlement Offer and the Additional Offer are together referred to as the Offers .

The Entitlement Offer is fully underwritten by Bizzell Capital Partners Pty Ltd ABN 38 118 741 012.

The Additional Offer is not underwritten.

This document is important and should be read in its entirety

The Retail Entitlement Offer closes on 28 October 2020. Therefore, Entitlement and Acceptance Forms for the Retail Entitlement Offer must be received by the Share Registry with your payment no later than 5:00pm (AEST) on 28 October 2020.

Please refer to the table on the following page and the full timetable set out in section 2.4 of this Prospectus, for the important dates.

If you are in any doubt as to the contents of this document, you should consult your stockbroker, solicitor, banker, financial adviser or accountant as soon as possible. The securities offered by this Prospectus are considered to be speculative.

This is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth).

Not for distribution in the United States of America or to U.S. persons.

Important Information

Issue Price of New Shares	$0.08
Entitlement Offer Ratio	1:6
Issue Price of New Options	Nil
Exercise Price of New Options	$0.12
Maximum number of New Shares to be issued under the Entitlement Offer1, 2	127,757,519
Maximum number of New Options to be issued under the Entitlement Offer1, 2	63,878,760
Maximum number of New Shares that may be issued under the Additional Offer1, 3	75,000,000
Maximum number of New Options to be issued under the Additional Offer1,	37,500,000
Maximum number of Shares to be on issue following issue of the New Shares under the Offers and exercise of the New Options1, 4	1,070,681,390
New Options Expiry Date	25 September 2023

1 Excludes any New Shares which may be issued in the event that any Existing Options and Convertible Notes are exercised prior to the Record Date. Some allowance has been made for rounding, with Fractional Entitlements being rounded up.

2 Assumes that the maximum number of New Shares are issued pursuant to the Entitlement Offer. The Entitlement Offer is fully underwritten. Some allowance has been made for rounding, with Fractional Entitlements being rounded up.

3 Assumes that the maximum number of New Shares are issued under the Additional Offer. Commitments for the full amount of the Additional Offer have been received by Bizzell Capital Partners Pty Ltd.

4 Assumes that the maximum number of New Shares are issued pursuant to the Entitlement Offer and the Additional Offer, and the maximum number of New Options are issued pursuant to both the Entitlement Offer and the Additional Offer, and are exercised. The issue of the New Shares under the Entitlement Offer is fully underwritten. Neither the issue of New Shares under the Additional Offer nor the exercise of the New Options are underwritten.

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Key dates

Company in Trading Halt	Tuesday 6 October 2020
Trading Halt lifted	Monday 12 October 2020
Company in voluntary suspension	Monday 12 October 2020
Announcement of Entitlement Offer and Additional Offer	Monday 12 October 2020
Institutional Entitlement Offer opens	Monday 12 October 2020
Institutional Entitlement Offer closes	5pm (AEST) Tuesday 13 October 2020
Results of Institutional Entitlement Offer announced	Wednesday 14 October 2020
Voluntary suspension lifted	Wednesday 14 October 2020
Record Date for the Retail Entitlement Offer	Wednesday 14 October 2020 (7.00pm AEST)
Prospectus and Entitlement and Acceptance Form despatched to Eligible Retail Shareholders Opening Date of Retail Entitlement Offer (9am AEST) Opening Date of Additional Offer (9am AEST)	Monday 19 October 2020
Closing Date* of Retail Entitlement Offer	Wednesday 28 October 2020 (5.00pm AEST)
Closing Date of Additional Offer	Wednesday 28 October 2020 (5.00pm AEST)
Issue of New Shares and New Options pursuant to Retail Entitlement Offer	Monday 2 November 2020
Issue of New Shares and New Options under the Additional Offer	Monday 2 November 2020
New Shares pursuant to Retail Entitlement Offer commence trading on ASX	Tuesday 3 November 2020

* The Directors may extend the Closing Date by giving at least three (3) Business Days’ notice to ASX prior to the Closing Date.

Further details regarding the timetable for the Entitlement Offer are set out in section 2.4. The dates set out in this timetable are subject to change and are indicative only. The Company reserves the right to alter this timetable at any time, subject to the Corporations Act and the Listing Rules, without prior notice. Eligible Retail Shareholders are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Retail Entitlement opens.

Subject to the requirements of the Listing Rules and the Corporations Act, the Directors reserve the right to:

• (a) withdraw the Entitlement Offer and/or the Additional Offer without prior notice; or

• (b) vary any of the key dates set out in this Prospectus, including by extending the Entitlement Offer.

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Important Notice

This Prospectus is dated 12 October 2020 and was lodged with the Australian Securities and Investments Commission ( ASIC ) on the same date. Neither ASIC nor the ASX nor their respective officers take any responsibility for the contents of this Prospectus. No securities will be issued on the basis of this Prospectus any later than 13 months after the date of issue of this Prospectus.

This Prospectus contains an Entitlement Offer to Eligible Shareholders, the offer of New Shares under the Entitlement Shortfall Facility and the Additional Offer to Nominated Investors of continuously quoted securities (as defined in the Corporations Act) and options to acquire continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act. No exposure period applies to this Prospectus by virtue of ASIC Corporations (Exposure Period) Instrument 2016/74 .

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 ASX Listing Rules.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to the ASX. Accordingly, the level of disclosure contained in this Prospectus is significantly less than that required under a prospectus for an initial public offer and Eligible Shareholders should consider: all relevant facts and circumstances, including their knowledge of the Company and any disclosures that it has made to the ASX; and should consult their professional advisers, before deciding whether to accept the Entitlement Offer.

Foreign Shareholders

This document does not constitute an offer of securities in any jurisdiction in which it would be unlawful to make such an offer. No New Securities may be offered or sold in any country outside Australia except to the extent permitted below.

The Company has not made any investigation as to the regulatory requirements that may prevail in countries outside of Australia and New Zealand. The distribution of this Prospectus in jurisdictions outside of Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe those restrictions. Any failure to comply with those restrictions might constitute a violation of applicable securities laws. It is the responsibility of overseas Applicants to ensure compliance with all laws of any country relevant to their Acceptance. The Entitlement Offer 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.

See section 2.16 for further information.

New Zealand

The New Securities being offered under the Entitlement Offer are not being offered to the public within New Zealand, other than to existing Shareholders of the Company with registered addresses in New Zealand, to whom the Entitlement Offer is being made in reliance on Financial Markets Conduct Act 2013 (New Zealand) , the Financial Markets Conduct Regulations of New Zealand , and the Financial Markets Conduct (Incidental Retail Entitlement Offers) Exemption Notice 2016 (New Zealand) .This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the “FMC Act”). The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

This document is not an investment statement, prospectus or product disclosure statement under New Zealand law, and is not required to, and may not, contain all the information that an investment statement, prospectus or product disclosure statement under New Zealand law is required to contain.

Papua New Guinea

This Prospectus may be distributed in Papua New Guinea only to Shareholders. This Prospectus has not been registered as a prospectus in Papua New Guinea and no notice of the Entitlement Offer will be submitted to the Registrar of Companies. No other documents are being lodged with the Registrar of Companies or the Papua New Guinea Securities Commission in respect of the Entitlement Offer. The Entitlement Offer is not, and should not be construed as, an offer of securities to the public in Papua New Guinea.

Singapore

This document and any other materials relating to the New Securities have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the Entitlement Offer or sale, or invitation for subscription or purchase, of New Securities, may not be issued, circulated or distributed, nor may the New Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of

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Singapore (the SFA ), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

is not a relevant person should not act or rely on this document or any of its contents.

Jersey (Channel Islands)

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

No offer is made to you with a view to the New Securities being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Securities. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

United Kingdom

Neither this document nor any other document relating to the Entitlement Offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000 , as amended ( FSMA )) has been published or is intended to be published in respect of the New Securities.

This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in the United Kingdom, and the New Securities may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Securities has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) ( investment professionals ) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ( FPO ), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together relevant persons ). The investments to which this document relates are available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who

Neither this Prospectus nor any other document relating to the Entitlement Offer has been delivered for approval to the Jersey Financial Services Commission or any other regulatory authority in Jersey. The Entitlement Offer for New Securities in Jersey is made only to Shareholders and this Prospectus may only be distributed in Jersey to Shareholders. This document does not constitute a prospectus under Jersey law and is not required to, and may not, contain all the information that a prospectus under Jersey law is required to contain.

Nothing in this Prospectus or anything communicated to the holders or potential holders of any New Securities (or interests in them) by or on behalf of the Company is intended to constitute or should be construed as advice on the merits of the purchase of, or subscription for, any New Securities (or interests in them) or the exercise of any rights attached to the New Securities (or interests in them) for the purposes of the Financial Services (Jersey) Law 1998 .

United States

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your application for New Shares is subject to all requisite authorities and clearances being obtained for the Company to lawfully receive your application monies.

How to accept Entitlement to New Shares

Entitlements to New Shares can be accepted in full or in part in the case of:

1. Eligible Institutional Shareholders, by following instructions given to them by the Underwriter in separate documentation (the Institutional Offer Letters ) which will be accompanied by this Prospectus; and

2. Eligible Retail Shareholders by completing and returning the Entitlement and Acceptance Form which is accompanying this Prospectus or making payment of Application Monies by BPAY® in accordance with the instructions set out in this Prospectus and on the Entitlement and Acceptance Form.

This Prospectus is available in electronic form on the Company’s website at http://www.dgrglobal.com.au. If

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you wish to obtain a free paper copy of this Prospectus, please contact the Company by email at info@dgrglobal.com.au or by phone +61 (07) 3303 0680.

Enquiries

If you are an Eligible Retail Shareholder and have any questions in relation to the Retail Entitlement Offer, please contact your stockbroker or professional adviser. If you have questions in relation to the Shares upon which your Entitlement has been calculated, or how to complete the Entitlement and Acceptance Form or how to take up your Entitlement, please contact the Company by email at info@dgrglobal.com.au or by phone +61 (07) 3303 0680.

Eligible Institutional Shareholders should direct their enquiries to the Company Secretary by email at kschlobohm@dgrglobal.com.au or by phone +61 (07) 3303 0680.

Deciding to accept the Entitlement Offer

performance or achievements could be significantly different from the results or objectives expressed in, or implied by, those forward-looking statements. This Prospectus details some important factors that could cause the Company’s actual results to differ from the forward-looking statements made in this Prospectus.

No representations

No person is authorised to give any information or to make any representation in connection with the Entitlement Offer which is not contained in this Prospectus. Any information or representation in connection with the Entitlement Offer not contained in this Prospectus may not be relied on as having been authorised by the Company or its officers. This Prospectus does not provide investment advice or advice on the taxation consequences of accepting the Entitlement Offer. The Entitlement Offer and the information in this Prospectus, do not take into account your investment objectives, financial situation and particular needs (including financial and tax issues) as an investor.

No person named in this Prospectus, nor any other person, guarantees the performance of DGR, the repayment of capital or the payment of a return on the New Shares.

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 1.8 and set out in more detail in section 6.

This Prospectus is an important document and you should read it in full before deciding whether to invest pursuant to the Entitlement Offer. You should also have regard to other publicly available information about the Company, including ASX announcements, which can be found at the Company’s website: http://www.dgrglobal.com.au. Shareholders can download their personalised Entitlement and Acceptance Form at http://www.dgrglobal.com.au.

Terms used

A number of terms and abbreviations used in this Prospectus have defined meanings, which are explained in the definitions and glossary in section 9.

Money as expressed in this Prospectus is in Australian dollars unless otherwise indicated.

Forward looking statements

Some of the information contained in this Prospectus constitutes forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements include those containing such words as ‘anticipate’, ‘estimate’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions. These statements discuss future objectives or expectations concerning results of operations or financial conditions or provide other forwardlooking information. The Company’s actual results,

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Table of Contents

Table of Contents	Table of Contents
Director’s letter ........................................................................................................................................ 8
1.	Investment summary ................................................................................................................. 10
2.	Entitlement Offer Details ........................................................................................................... 22
3.	How to apply .............................................................................................................................. 31
4.	Company information ................................................................................................................ 37
5.	Effect of the Offers on DGR ...................................................................................................... 43
6.	Risk factors ................................................................................................................................ 52
7.	Rights and liabilities attaching to New Securities ...................................................................... 61
8.	Additional information ................................................................................................................ 64
9.	Definitions & glossary ................................................................................................................ 78
10.	Corporate directory.................................................................................................................... 85

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Prospectus

Director’s letter

12 October 2020

Dear Shareholder,

On behalf of the Directors, I am pleased to invite you to take up your Entitlement to new ordinary fully paid New Shares (and New Options to subscribe for ordinary fully paid Shares in DGR Global Ltd) pursuant to the Entitlement Offer.

The Company is making an accelerated non-renounceable rights issue of one (1) New Share for every six (6) Shares held in the Company on the Record Date, at an Issue Price of $0.08 per New Share, to raise up to approximately $10,220,602 before costs of the Entitlement Offer. This Issue Price represents a 12.6% discount to the 5 day volume-weighted average price ( VWAP ) of Shares as at 5 October 2020 (being $0.0915).

The Entitlement Offer comprises:

• (a) the Institutional Entitlement Offer ; and

(b) the Retail Entitlement Offer .

Together the Institutional Entitlement Offer and Retail Entitlement Offer will raise up to approximately $10,220,602.

The Institutional Entitlement Offer will be undertaken on 12 and 13 October 2020.

The Company has also reserved the right to accept subscriptions from Eligible Shareholders for additional New Shares over and above their Entitlement ( Additional Entitlement Offer Shares ), and to accept applications from Nominated Investors, up to a maximum value of $6,000,000 under the Additional Offer.

Every 2 New Shares (under both the Entitlement Offer and the Additional Offer) issued will have 1 Attaching Option, being an option to subscribe for one ordinary share in the Company exercisable at $0.12 cents per share on or before 25 September 2023.

The Directors intend to take up some or all their Entitlement to New Shares as disclosed in section 1.13.

The Retail Entitlement Offer and Additional Offer will open on 19 October 2020 and are due to close on 28 October 2020. Please read the Prospectus 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.

It is proposed that the funds raised under the Offers will be applied for the purposes of: repaying the Company’s Tribeca Note Facility, including outstanding interest; additional investment in DGR investee companies; covering the costs of the Offers; payments of accrued liabilities; and providing the Company with working capital.

The Institutional Offer Letters will be provided to each Eligible Institutional Shareholder by the Underwriter (together with a copy of this Prospectus) and will set out that Eligible Institutional Shareholder’s Entitlement along with instructions as to how that Entitlement can be accepted in full or in part.

In the case of Eligible Retail Shareholders, a personalised Entitlement and Acceptance Form will accompany this Prospectus and set out the number of New Shares which you are Entitled to subscribe for. Retail Entitlements to New Shares can be accepted in full or in part by

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Prospectus

completing and returning the Entitlement and Acceptance Form, or making payment of Application Monies by BPAY® in accordance with the instructions set out below and on the Entitlement and Acceptance Form.

Eligible Shareholders may, in addition to their Entitlement, apply for Additional Entitlement Offer Shares under the Entitlement Shortfall Facility (refer to sections 1.12 and 3.4 of this Prospectus for more information). The issue of any Additional Entitlement Offer Shares will be filled at the Company’s discretion in consultation with the Underwriter from any Shortfall .

Application Monies for the New Shares:

• Eligible Retail Shareholders, must be received by the Company at its Share Registry by the Retail Offer Closing Date; and

• Eligible Institutional Shareholders, must be received by the Company by the Institutional Offer Closing Date,

Please refer to the timetable in section 2.4 for the important dates of the Entitlement Offer.

The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on the ASX or otherwise transferable.

The Entitlement Offer is fully underwritten by Bizzell Capital Partners Pty Ltd ABN 38 118 741 012 and partially sub-underwritten by Samuel Holdings Pty Ltd ACN 063 693 747 as trustee for the Samuel Discretionary Trust ( Samuel Holdings ). Samuel Holdings is an entity associated with the Company’s Managing Director, Mr Nicholas Mather.

The underwriting means that the receipt of the maximum funds sought under the Entitlement Offer can be guaranteed (subject to the terms of the Underwriting Agreement), and the Company will be able to implement its planned activities. Bizzell Capital Partners Pty Ltd have received commitments for the full amount of the Additional Offer. The Company will pay the Underwriter a management fee of 1% of the total amount raised by the Company under the Offers, an underwriting fee of 5% of the Underwritten Amount, a fee of 5% of the value of all New Shares issued pursuant to the Additional Offer and, subject to shareholder approval, an option fee of the two (2) Underwriter Options for every $1 of the amount raised by the Company under the Offers. The fees may, at the election of the Underwriter, be satisfied by the issue to the Underwriter of so many shares as equal to the relevant fee divided by the Issue Price, together with 1 free attaching option for every 2 New Shares issued in payment of fees, subject to any necessary shareholder approvals. For more information as to the underwriting arrangements, see sections 2.11 and 8.6.

On behalf of the Directors, I thank you for your continued support and I invite you to consider this investment opportunity.

Yours sincerely,

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Brian Moller Non-Executive Director DGR Global Ltd

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Prospectus

1. Investment summary

The information set out in this section is not intended to be comprehensive and should be read in conjunction with the full text of this Prospectus.

1.1 The Entitlement Offer

The Entitlement Offer is for an accelerated non-renounceable entitlement offer of approximately 127,757,519 New Shares at an Issue Price of $0.08 per New Share, on the basis of one (1) New Share for every six (6) Shares held by Eligible Shareholders as at the Record Date (together with one (1) free attaching New Option for every two (2) New Shares issued). The Issue Price of $0.08 per New Share represents a 12.6% discount to the 5 day volume-weighted average price for Shares (being $0.0915) as at 5 October 2020.

The Entitlement Offer has two components:

• (a) the Institutional Entitlement Offer - an offer to Eligible Institutional Shareholders; and

• (b) the Retail Entitlement Offer - an offer to Eligible Retail Shareholders.

Both the Institutional Entitlement Offer and the Retail Entitlement Offer are nonrenounceable. Accordingly, Entitlements cannot be traded on the ASX, nor can they be sold, transferred or otherwise disposed of. If you do not participate in the Entitlement Offer, you will not receive any value for your Entitlement.

The Entitlement Offer is fully underwritten by the Underwriter. Further details of the underwriting appear in Sections 1.7, 2.11 and 8.6.

The Company has Existing Options and Convertible Notes on issue, which could increase the number of New Shares to be issued if the holders of Existing Options exercise their Existing Options or the holders of the Convertible Notes convert prior to the Record Date.

The Company will apply to the ASX within 7 days of the date of this Prospectus for the New Shares and the New Options to be granted Official Quotation on the ASX. Official Quotation of the New Shares issued under the Institutional Entitlement Offer is expected to occur on or about 19 October 2020, and New Options issued under the Institutional Offer as well as New Securities issued under the Retail Entitlement Offer on or about 3 November 2020.

The Directors may at any time decide to withdraw this Prospectus and the offer of New Shares (together with the attaching New Options) made under this Prospectus, in which case the Company will return all Applications Moneys (without interest) in respect of any New Securities not issued within 28 days of giving notice of such withdrawal.

1.2 Institutional Entitlement Offer

The Company will make offers to Eligible Institutional Shareholders under the Institutional Entitlement Offer. The Institutional Entitlement Offer will be conducted on 12 and 13 October 2020.

Eligible Institutional Shareholders are Shareholders:

• who have been identified by the Company as a Professional or Sophisticated Shareholder;

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Prospectus

• to whom an offer is made under the Institutional Entitlement Offer (either directly or through a nominee), and does not elect to take part in the Retail Entitlement Offer for all of its Entitlement[1] ;

• who 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

• who are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Eligible Institutional Shareholders may subscribe for all or part of their Entitlement as set out in the Institutional Offer Letters. Eligible Institutional Shareholders who accept their Entitlement in full may also apply for Additional Entitlement Offer Shares from the Entitlement Shortfall Facility. The Directors may at their discretion and in consultation with the Underwriter, allocate Additional Entitlement Offer Shares applied for by Eligible Institutional Shareholders. However the allocation of Additional Entitlement Offer Shares to those Eligible Institutional Shareholders who applied for them, will take place contemporaneously with the allocation of Additional Entitlement Offer Shares to those Eligible Retail Shareholders who applied for them, in each case subject to the availability of a sufficient Entitlement Shortfall to meet demand.

New Shares issued under the Institutional Entitlement Offer will be issued at the same price and at the same ratio as those being offered under the Retail Entitlement Offer. The announcement of the results of the Institutional Entitlement Offer will be made on 14 October 2020 and the issue of New Shares and New Options under the Institutional Entitlement Offer is expected to occur on 16 October 2020.

1.3 The Retail Entitlement Offer

The Retail Entitlement Offer constitutes an offer to Eligible Retail Shareholders only.

Eligible Retail Shareholders are Shareholders:

• who are on the Register on the Record Date;

• who 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;

• who were not invited to participate in the Institutional Entitlement Offer and were not treated as an Ineligible Institutional Shareholder under the Institutional Entitlement Offer, or who were invited to participate in the Institutional Entitlement Offer but elected to take part in the Retail Entitlement Offer for all or part of their Entitlement[2] ; and

• who are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Eligible Retail Shareholders are entitled to acquire one (1) New Share for every six (6) Shares held on the Record Date (together with one (1) free attaching New Option for every two (2) New Shares issued. Each New Option is exercisable at $0.12 per share and expires on 25 September 2023.

1 An Eligible Shareholder may take part in the Institutional Entitlement Offer for part of their Entitlement and take part in the Retail Entitlement Offer for the balance of their Entitlement.

2 An Eligible Shareholder may take part in the Institutional Entitlement Offer for part of their Entitlement and take part in the Retail Entitlement Offer for the balance of their Entitlement.

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Prospectus

Fractional Entitlements will be rounded up 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 as an Eligible Retail Shareholder accompanies this Prospectus.

Eligible Retail Shareholders may subscribe for all or part of their Entitlement. Eligible Retail Shareholders who accept their Entitlement in full may also apply for Additional Entitlement Offer Shares from the Entitlement Shortfall Facility. Eligible Retail Shareholders who do not take up all of their Entitlements will have their percentage shareholding in the Company diluted by the Entitlement Offer. Any New Shares issued under the Additional Offer will dilute existing Shareholders. See section 5.5 for further details.

There is no guarantee that Eligible Retail Shareholders will receive the number of Additional Entitlement Offer Shares applied for, or indeed, any Additional Entitlement Offer Shares at all. The ability for the Company to issue Additional Entitlement Offer Shares is dependent upon the extent of any Entitlement Shortfall. The number of New Shares issued under the Entitlement Shortfall Facility will not exceed the Entitlement Shortfall. The Company, in consultation with the Underwriter, may reject any Application for Additional Entitlement Offer Shares or allocate fewer Additional Entitlement Offer Shares than applied for by Eligible Retail Shareholders for Additional Entitlement Offer Shares. The Directors, in conjunction with the Underwriter, shall allot and issue Additional Entitlement Offer Shares in accordance with the allocation policy for the Entitlement Shortfall set out in section 3.7.

The Entitlement Offer as a whole is fully underwritten by the Underwriter. Further details of the underwriting appear in Sections 1.7, 2.11 and 8.6.

Eligible Retail Shareholders should be aware that an investment in the Company involves risks. The key risks identified by the Company are summarised in section 1.8 and set out in section 6 of this Prospectus.

1.4 Additional Offer

The Company also proposes to issue up to a further 75,000,000 New Shares under the Additional Offer at an issue price of $0.08 per New Share, together with one (1) free attaching New Option for every two (2) New Shares issued.

The Additional Offer is not underwritten.

The Additional Offer is a broker firm offer and will be made to Nominated Investors identified by the Company and the Underwriter and is being made within the Company’s capacity under Listing Rule 7.1.

Nominated Investors should be aware that an investment in the Company involves risks. The key risks identified by the Company are summarised in section 1.8 and set out in section 6 of this Prospectus.

1.5

Purpose of the Offers

The Directors intend to apply the proceeds from the Offers with existing sources of funds for the purposes of:

• (a) repayment of the Company’s existing convertible note facility with Tribeca (described in sections 2.20 and 5.4);

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Prospectus

• (b) additional investments in DGR investee companies;

• (c) corporate overheads;

• (d) the costs of the Entitlement Offer;

• (e) payments to creditors and meeting accrued liabilities; and

• (f) working capital.

The proceeds from the Offers together with existing sources of funds are proposed to be allocated in the following manner:

Sources of funds*	Amount ($) (assuming no funds raised under the Additional Offer)	Amount ($) (assuming maximum amount raised under the Additional Offer)	Proposed use of funds	Amount ($) (assuming no funds raised under the Additional Offer)	Amount ($) (assuming maximum amount raised under the Additional Offer)
Cash on hand (as at 30 September 2020)	2,779,038	2,779,038	Additional investments in DGR investee companies including: (a) Auburn Resources Ltd (b) Uganda Oil Project (c) Pinnacle Gold Pty Ltd (d) Coolgarra Minerals Pty Ltd (e) Hartz Rare Earths Pty Ltd (f) DGR Energy Pty Ltd (g) Lakes Oil NL (h) Armour Energy Limited (i) AusTin Mining Limited	3,011,291	6,214,069
Proceeds of the Entitlement Offer	10,220,602	10,220,602	Repayment of principal and outstanding Interest payable on Tribeca on convertible notes	10,300,000	10,300,000
Proceeds of the Additional Offer ***	-	6,000,000	Corporate overheads (for the next 3 months)	1,008,132	1,008,132
Management fees received in cash (for the next 3 months)	276,000	276,000	Estimated costs of the Entitlement Offer (including legal fees, Underwriter’s’ fees, Share Registry fees, ASX fees and other miscellaneous costs associated with the Entitlement Offer)	708,236	1,072,736
Interest on Armour Notes (for the next 3 months)	80,982	80,982	Creditors and accruals	743,902	743,902

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Sale of Armour Notes *	2,441,847	2,441,847	Working capital	26,908	2,459,630
Total	15,798,469	21,798,469	Total	15,798,469	21,798,469

• The Company holds interest bearing Notes issued by Armour Energy with a face value of $3.70m. While the above table considers the disposal of some Armour Notes to meet additional investments in DGR investee companies and ongoing expenditure commitments, there is no guarantee that the Company will be able to find a buyer for the Armour Notes. This uncertainty is all the greater given the impact of the COVID-19 pandemic on investor sentiment generally, and the demand for oil and gas (and energy stocks) more particularly. See sections 1.8 and 6.3 for further details of the risks associated with a failure to realise the full value of these Armour Notes.

** Based on the Entitlement Offer being fully underwritten, and does not take account of brokerage (if any) discussed at section 3.3.

The above statement is a statement of current intentions as at the date of this Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied. However, in the event that circumstances change or other better opportunities arise the Directors reserve the right to vary the proposed uses to maximise the benefit to Shareholders.

1.6 Investment highlights

• DGR continues to be focussed on new project generation and value creation and is continuing to seek out new investment and development opportunities to drive the creation of new resource companies.

• DGR holds 9.85% of SolGold plc. Details of SolGold plc are outlined in section 4.2.

• DGR holds 13.9% of Armour Energy Ltd. Details of Armour Energy are set out in section 4.3.

• DGR holds 17.8% of IRR. Details of IRR are outlined in section 4.4.

• DGR holds 44.98% of Auburn Resources Ltd. Details of Auburn Resources Ltd are outlined in section 4.5.

• DGR holds 83.18% (Armour Energy 16.82%) interest in a highly prospective oil project in Kanywataba Block, Uganda. Details of the Uganda Oil Project are outlined in section 4.6.

• DGR holds 100% of Coolgarra Minerals Pty Ltd. Details of Coolgarra Minerals Pty Ltd are outlined in section 4.7.

• DGR holds 94.34% of Pinnacle Gold Pty Ltd. Details of Pinnacle Gold Pty Ltd are outlined in section 4.8.

• DGR holds 100% of Hartz Rare Earths Pty Ltd. Details of Hartz Rare Earths Pty Ltd are outlined in section 4.9.

• DGR holds 100% of DGR Energy Pty Ltd. Details of DGR Energy Pty Ltd are outlined in section 4.10.

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1.7 Underwriting and potential effects on control

The Entitlement Offer is fully underwritten by the Underwriter.

Further Samuel Holdings has agreed (subject to the terms of the Underwriting Agreement) to sub-underwrite $1,963,000 of the Entitlement Offer.

The commitment of Samuel Holdings under its sub-underwriting commitment will be reduced by the amount of Applications received from Samuel Holdings or its associates.

Samuel Holdings currently has an interest in 88,053,770 Shares on issue (representing an interest of 11.49% of the total Shares on issue) and an Entitlement to 14,675,629 New Shares under the Entitlement Offer. In addition, the other Mather Interests have an interest in 52,124,423 Shares on issue (representing 6.80% of the total Shares on issue) and an Entitlement to 8,687,404 New Shares under the Entitlement Offer. Together this represents approximately $1,869,042 of the amount sub-underwritten by Samuel Holdings). If Samuel Holdings is required to subscribe for its full subunderwriting commitment (assuming no Applications were received from any associate of Samuel Holdings), then Samuel Holdings’ would be required to subscribe for 24,537,500 New Shares, taking the overall Mather Interests to 164,715,693 Shares (representing an interest of 16.99% of the then total Shares on issue).

Details of the Underwriting Agreement with the Underwriter is contained in section 8.6 of this Prospectus. Details of the Sub-underwriting Agreement are set out in section 8.7 of this Prospectus.

For further information regarding the potential effect of the Entitlement Offer on control of the Company, please refer to section 5.6.

1.8 Risk factors

Eligible Shareholders and Nominated Investors should be aware that an investment in the Company is subject to investment and other known and unknown risks, including possible loss of income and the principal invested. Eligible Shareholders and Nominated Investors should carefully read the section on risk factors outlined below and in section 6. An investment of this kind involves a number of risks, a number of which are specific to the Company and the industry in which it operates.

However, these risks should not be taken to be exhaustive of the risks faced by the Company or its Shareholders. Those risk factors referred to section 6, and others not specifically referred to in section 6, may materially affect the financial performance of the Company and the value of its Shares in the future.

The Company has implemented strategies, actions, systems and safeguards for known risks. However, some risks are beyond its control. Consequently, the prevailing price or value of New Shares issued under the Offers may be more or less than the Issue Price.

The New Shares offered under the Offers carry no guarantee 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 their future performance.

If you are unsure about subscribing for New Shares, you should first seek advice from your stockbroker, accountant, financial or other professional adviser.

The following sets out a summary of some of the key risks relevant to the Company and its operations:

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Risk	Details
Tribeca Note Facility	The Company has the Tribeca Note Facility with Tribeca. Currently, the Tribeca Note Facility is fully drawn to $10,000,000 and the Company is fully compliant with the terms of the Tribeca Note Facility. However, the Tribeca Note Facility matured on 6 October 2020 and is repayable in accordance with its terms within 20 business days being on or before 3 November 2020. As at the date of this Prospectus Tribeca has indicated that it is not amenable to extending either the facility itself or the date for its repayment, nor replacing it on terms which are acceptable to the Company. The Tribeca Note Facility is secured over the Company’s shareholding in IronRidge Resources Ltd (IRR) which is listed on AIM3 (theShare Security). As at the date of this Prospectus, the value of the Company’s shareholding in IRR exceeds the amount owing under the Tribeca Note Facility. However currently the market for IRR securities is thinly traded. Accordingly, even if Tribeca was to exercise its rights under the Share Security, it may not recover an amount sufficient to satisfy the amounts owing by the Company under the Tribeca Note Facility. Therefore if the Company does not raise funds pursuant to the Offers under this Prospectus or through other sources, which are sufficient to repay amounts owing under the Tribeca Note Facility on 3 November 2020, Tribeca will be entitled to sue the Company to recover the outstanding amounts, in addition to exercising its rights under the Share Security. A judgement debt secured against the Company, or a statutory demand served on the Company to repay that debt may have significant consequences for the Company’s ability to obtain the necessary funds from other sources in order to meet its day to day expenses as and when needed, in addition to funding its other operating and capital expenditure obligations. This scenario would raise questions about the Company’s ability to operate as a going concern. The Company has sought to mitigate this risk by securing underwriting for 100% of the Entitlement Offer and firm commitments for the Additional Offer.
Current and future sources of funding	The Company’s ability to raise further funding to meet both its operating and capital expenditure requirements, depends upon a number of different factors. Were the Company able to secure further debt financing, it would likely be required by the lender to accept negative pledges, covenants and other restrictions on its operating activities. The Company’s day to day operations (being the supply of administrative services and support to group companies), are unlikely to generate sufficient cash flow to meet the Company’s operating and capital expenditure needs in the near or medium terms. Meanwhile the Company’s ability to raise further equity financing is very sensitive to negative market sentiment. As at the date of this Prospectus the global economic outlook will make it challenging for the Company to raise new equity capital in the near future. Of particular note from the perspective of the Company’s ability to raise future capital (either equity or debt), is the uncertainty arising from the spread of the COVID-19 virus and the reaction of both governments and financial markets to what has been declared a pandemic by the World Health Organisation4. Further the Company also notes that to the extent that the Company can raise further additional equity, that financing will dilute existing Shareholders. Accordingly, there is no guarantee that the Company will be able to secure additional funding on terms favourable to the Company. If the Company is

3 Means the Alternative Investment Market operated by the London Stock Exchange.

4 World Health Organisation, Coronavirus Disease – Situation Report, 11 March 2020.

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Risk	Details
	unable to obtain additional financing as required, it will be unable to continue to fund its existing projects, take part in capital raisings undertaken by its daughter entities, or take advantage of opportunities as they arise. Further, without additional funding the Company may not have sufficient working capital to be able to meet day to day expenses as and when needed.
Armour Notes	The Company is contemplating the possible sale of some or all of its holding of Armour Notes with a face value of $3.70m should it need to do so in order to fund ongoing operations. The Company has included the full value of those Armour Notes, less an impairment charge of $1,283,252, in its balance sheet (as at 30 June 2020) as a non-current asset. However as noted above, at the date of this Prospectus the global economy (particularly in light of the uncertainty arising from the spread of the COVID-19) is facing significant challenges. While the Company is hopeful of realising the Armour Notes as and when needed for their full face value, there is no guarantee that the Company will be able to find a buyer for all or any of those Armour Notes at their full face value or at all.
Uganda Oil Project	(a) Pursuant to the terms of the Deed of Indemnity and Guarantee, the Company is indemnifying Armour Energy for 83.18% of the Ugandan Licence Liability. In the event that Armour Energy (or Armour Uganda when the transfer of the Ugandan Licence, which is currently in progress, has been completed) does not meet the Second Exploration Period Minimum Work Program by 13 September 2021, the Ugandan Licence Liability would be approximately US$7.5 million. In these circumstances the Company would be liable to Armour Energy for approximately US$6,238,500 (being 83.18% of the Ugandan Licence Liability). Given the volatility in foreign exchange markets it is not possible to state what that liability would be in Australian dollars as at the date of this Prospectus. (b) Further pursuant to the terms of the Uganda Project Letter Agreement, Armour Energy would likely be looking to the Company to fund the Second Exploration Period Minimum Work Program, or at least 83.18% of it. It is likely the cost of completion of this Work Program would be significantly greater than the Ugandan Licence Liability. However, the markets for oil and gas are currently (and in general) volatile. Oil and gas prices are a direct function of global demand, and the cost and availability of contractors to carry out exploration drilling programs, are a reflection of those oil and gas prices. Accordingly, it is not possible currently to state what that liability would be as at the date of this Prospectus. (c) The Ugandan Government has agreed to a Uganda Licence Performance Guarantee of US$200,000, of which Armour Energy will look to the Company to fund at least US$166,360 (being 83.18% of US$200,000). Given the volatility in foreign exchange markets it is not possible to state what that liability would be in Australian dollars as at the date of this Prospectus. The Company notes that Armour has invoked the_force majeure_provisions under both of the Act and the PSA in respect of its obligations under the

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Risk	Details
	PSA generally, and respect of the 2D Seismic Survey in particular. The PAU has acknowledged that Armour has invoked these provisions.
Impact of equity market conditions on value of the Company’s assets	A large percentage of the Company’s assets (by value), consists of listed securities, predominantly in daughter entities. The value of these listed securities can experience extreme price and volume fluctuations that are often unrelated to the operating performance of the issuers of those securities. In particular, the occurrence of the COVID-19 pandemic has resulted in significant market uncertainty in global equity markets. The effects of this pandemic are far reaching and uncertain outcomes may impact the value of the Company’s assets. The market price of these assets may fall as well as rise. Those prices are subject to varied and unpredictable influences on the market for equities in general, as well as on the market for issued securities of companies in the same line of business as those companies in which the Company holds securities (being predominantly companies involved in resource exploration). To some degree, the Company relies on the ability to sell those securities should it have no other sufficient form of financing. If the market for those securities becomes illiquid, or their value drops significantly, this may adversely impact the Company’s ability to fund its on-going operational and capital expenditure needs.
Exploration and evaluation risks	The Company has direct and indirect interests in numerous mining and exploration companies. Potential investors should understand that mineral exploration and development are high risk undertakings. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.
Operational risks and costs	Prosperity for the Company, its subsidiaries or companies it has an interest in will depend largely upon an efficient and successful implementation of all the aspects of exploration, developments, business activities and management of commercial factors. Exploration has been and will continue to be hampered on occasions by unforeseen weather events, accidents, unforeseen cost changes, environmental considerations, natural events and other incidents beyond the control of the Company, its subsidiaries or companies it has an interest in.
Contractual and joint venture risk	The Company, its subsidiaries or companies it has an interest in may wish to develop projects or future projects through joint venture arrangements. Any joint ventures entered into by, or interests in joint ventures assigned to the Company, could be affected by the failure or default of any of the joint venture participants. Additionally, failure by contractors to perform in accordance with required timelines, may expose any project in which the Company, its subsidiaries or companies it has an interest, to risk of forfeiture under applicable laws.
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 its exploration programs. 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 to market.
Institutional Entitlement	The New Options will constitute a new class of listed securities and accordingly are required to meet the requirements for quotation contained in the ASX Listing Rules. Relevantly, the ASX Listing Rules require in the

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Risk

Details

Offer Option Risk

case of quotation for additional securities which convert to Shares, that there to be a sufficient number of securities and holders of such securities (at least 100,000 securities and 50 holders with a Marketable Parcel excluding restricted securities). At the point of issue of the New Options the subject of the Institutional Entitlement Offer it is unlikely that there will be a sufficient number of holders by number and accordingly, it is likely that quotation will not be granted of such Institutional New Options until the settlement of the New Options the subject of the Retail Offer.

Further details regarding risks which may affect the Company in the future are set out in section 6. The New Securities offered under this Prospectus carry no guarantee 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 its future performance.

1.9 New Share terms

Upon issue, each New Share will rank equally with all existing Shares then on issue. A summary of the rights attaching to the New Shares is set out in section 7.1.

1.10 New Option terms

A summary of the rights attaching to the New Options is set out in section 7.2.

1.11 Acceptance of Entitlement to New Shares

The number of New Shares to which an Eligible Retail Shareholder is Entitled and the total amount an Eligible Retail Shareholder would have to pay if they choose to take up all of their rights to subscribe for New Shares is shown on the Entitlement and Acceptance Form accompanying this Prospectus. Fractional Entitlements will be rounded up to the nearest whole number.

Entitlements to New Shares can be accepted in full or in part and you can apply for Additional Entitlement Offer Shares in excess of your Entitlement by completing and returning the Entitlement and Acceptance Form which accompanies this Prospectus or making payment of Application Monies by BPAY in accordance with the instructions set out below and on the Entitlement and Acceptance Form. Application Monies should be rounded up to the nearest cent.

Application Monies for New Shares (and any Additional Entitlement Offer Shares applied for (discussed further in section 1.12 below)) must be received by the Company at its Share Registry by the Closing Date. Please refer to the timetable for the important dates of the Retail Entitlement Offer (set out in section 2.4). For further details of how to take up your Entitlement and apply under the Retail Entitlement Offer, please refer to section 3.

The number of New Shares that each Eligible Institutional Shareholder is Entitled to, the total amount payable if that Entitlement is accepted in full, and the means by which that Entitlement can be accepted and paid for, is set out in the Institutional Offer Letter provided to that Eligible Institutional Shareholder by the Underwriter, which will be accompanied by this Prospectus.

1.12 Application for Additional Entitlement Offer Shares and Shortfall Offer

Any Entitlement not taken up pursuant to the Entitlement Offer will form part of the Shortfall Offer.

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The Shortfall Offer is a separate offer pursuant to this Prospectus. The issue price of any Additional Entitlement Offer Shares offered pursuant to the Shortfall Offer will be $0.08, which is the Offer Price at which the Entitlement Offer has been made to Eligible Shareholders.

Shareholders who apply for their full Entitlement may also apply for additional New Shares ( Additional Entitlement Offer Shares ) in excess of their Entitlement at the Issue Price, to be issued from any Shortfall (at the Company’s discretion in consultation with the Underwriter and in accordance with the terms of the Underwriting Agreement). Directors of the Company (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.

Additional Entitlement Offer Shares will be issued under the Shortfall Offer. The allocation of any New Shares in excess of an Entitlement will be at the absolute discretion of the Company and its Directors (in consultation with the Underwriter and in accordance with the terms of the Underwriting Agreement) and as such there is no guarantee that any Additional Entitlement Offer Shares applied for will be issued to Eligible Shareholders. The Company will have no liability to any Applicant who receives less than the number of Additional Entitlement Offer Shares they applied for under the Shortfall Offer. The Company reserves the right to scale back any applications for Additional Entitlement Offer Shares under the Shortfall Offer. If this occurs, Application Monies will be returned (without interest) to the extent of the scale back.

In the event that there is a further Shortfall in subscriptions under the Entitlement Offer following the issuance of the Additional Entitlement Offer Shares under the Shortfall Offer, the Company and the Directors reserve the right, as contemplated within the ASX Listing Rules, to allocate any further Shortfall of New Shares in their absolute discretion (in consultation with the Underwriter and in accordance with the terms of the Underwriting Agreement) and to conduct an offer of the remaining Shortfall to ensure a maximum amount of funds are raised. They will do so in a manner which will ensure that no Shareholder or other investor will, as a consequence of being issued any Shortfall, hold a relevant interest of more than 20% of all of the Shares in the Company after this Issue (except as contemplated by the Underwriting Agreement or permitted under the Corporations Act or FATA) (see sections 8.9 and 8.10).

In the event that there remains a Shortfall following the issuance of the Additional Entitlement Offer Shares, the Company and the Directors reserve the right (as contemplated within the ASX Listing Rules), to allocate any of that Shortfall in their absolute discretion (after consultation with the Underwriter and in accordance with the terms of the Underwriting Agreement) so as to ensure the maximum amount of funds is raised. Eligible Shareholders should be aware that to the extent that they do not accept their Entitlements in full a Shortfall will arise, and all or part of that Shortfall may be placed by the Company (in consultation with the Underwriter) to third parties, in which case the interest of relevant Eligible Shareholders in the Company may be significantly diluted (see section 5.5 for further details). Any Shortfall to third parties will be issued within three months after the Closing Date at an issue price being not less than the Issue Price.

Eligible Retail Shareholders may Apply for Additional Entitlement Offer Shares by completing the Additional Entitlement Offer Shares section of the Entitlement and Acceptance Form, in accordance with the instructions on the form, and including the appropriate Application Monies for these Additional Entitlement Offer Shares with the payment for your Entitlement. Eligible Institutional Shareholders may Apply for Additional Entitlement Offer Shares in accordance with the instructions set out in the Institutional Offer Letters.

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1.13 Directors intentions in respect of Entitlements

As at the date of this Prospectus, the Directors of DGR have either a direct or indirect interest in Shares. Set out below is a table summarising the Entitlement of each Director (based on their current holding) under the Entitlement Offer.

Director	Shares	New Share Entitlement
Nicholas Mather	140,178,193	23,363,032
Brian Moller	9,068,274	1,511,379
Vincent Mascolo	12,062,500	2,010,417
Ben Cleary	1,250,000	208,333

As at the date of this Prospectus, the Directors intend to take up some or all of their Entitlements.

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2. Entitlement Offer Details

2.1 Offer to Eligible Shareholders

The Entitlement Offer is for an accelerated non-renounceable entitlement offer of approximately 127,757,519 New Shares at an Issue Price of $0.08 per New Share, on the basis of one (1) New Share for every six (6) Shares held by Eligible Shareholders as at the Record Date (together with one (1) free attaching New Option for every two (2) New Shares issued to those Eligible Shareholders).

The Entitlement Offer has two components:

• (a) the Institutional Entitlement Offer – an offer to Eligible Institutional Shareholders; and

• (b) the Retail Entitlement Offer – an offer to Eligible Retail Shareholders.

Both the Institutional Entitlement Offer and the Retail Entitlement Offer are nonrenounceable. Accordingly, Entitlements cannot be traded on the ASX, nor can they be sold, transferred or otherwise disposed of.

The Entitlement Offer is fully underwritten by the Underwriter.

There are currently 72,110,825 Existing Options and 50,000,000 Convertible Notes on issue in the Company. The Entitlement Offer may be increased by a total 20,351,805 New Shares if holders of Existing Options exercise their Existing Options (in accordance with the terms of the Existing Options) and holders of Convertible Notes convert their Convertible Notes (in accordance with the terms of the Convertible Notes) prior to the Record Date.

The Company will apply to the ASX within 7 days of the date of this Prospectus for the New Shares and New Options to be granted Official Quotation on the ASX. Official Quotation of the New Shares under the Institutional Entitlement Offer is expected to occur on or about 19 October 2020 and New Options issued under the Institutional Offer as well as New Securities issued under the Retail Entitlement Offer is expected to occur on or about 3 November 2020.

2.2 Institutional Entitlement Offer

The Institutional Entitlement Offer will be conducted pursuant to this Prospectus and the Institutional Offer Letters, and will close on 13 October 2020. Settlement of the Institutional Entitlement Offer is expected to occur on 16 October 2020. Official Quotation of the New Shares under the Institutional Entitlement Offer is expected to occur on or about 19 October 2020 and New Options issued under the Institutional Offer is expected to occur on or about 3 November 2020.

2.3 Retail Entitlement Offer

The Retail Entitlement Offer will be conducted pursuant to this Prospectus. Eligible Retail Shareholders are entitled to subscribe for one (1) New Share for every six (6) Shares held.

Only those Retail Shareholders shown on the Share Register at 7.00pm (AEST) on the Record Date will be entitled to participate in the Retail Entitlement Offer. Eligible Retail Shareholders will receive one (1) free New Option for every two New Shares allotted, exercisable at $0.12 per New Option on or before 25 September 2023.

The Entitlement Offer is fully underwritten by the Underwriter.

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The Issue Price of $0.08 per New Share represents a 12.6% discount to the 5 day volume-weighted average price for Shares immediately prior to the announcement of the Entitlement Offer (being $0.0915 as at 5 October 2020).

The Company intends to apply for listing of the New Shares and the New Options on the

ASX.

The Directors may at any time decide to withdraw this Prospectus and the Entitlement Offer of New Shares and New Options made under this Prospectus, in which case the Company will return all Application Money (without interest) for any unissued securities within 28 days of giving notice of such withdrawal.

Retail Shareholders who apply for 100% of their Entitlement are able to apply for Additional Entitlement Offer Shares to be issued from any Shortfall at the Issue Price, subject to compliance with Chapter 6 of the Corporations Act and Listing Rules. Any Additional Entitlement Offer Shares may be allocated to Eligible Retail Shareholders and Eligible Institutional Shareholders who apply for Additional Entitlement Offer Shares in addition to their Entitlements at the absolute discretion of the Directors in consultation with the Underwriter. The issue of any Additional Entitlement Offer Shares under the Shortfall will be at the absolute discretion of the Company and its Directors (in consultation with the Underwriter and in accordance with the terms of the Underwriting Agreement), and as such there is no guarantee that any Additional Entitlement Offer Shares applied for will be issued to Eligible Shareholders. The allocation process is described in more detail in sections 2.6 and 3.7.

2.4 Important Dates – Timetable for Entitlement Offer

Company in Trading Halt	Tuesday 6 October 2020
Trading Halt lifted	Monday 12 October 2020
Company in voluntary suspension	Monday 12 October 2020
Announcement of Entitlement Offer and Additional Offer	Monday 12 October 2020
Institutional Entitlement Offer opens	Monday 12 October 2020
Institutional Entitlement Offer closes	5pm (AEST) Tuesday 13 October 2020
Results of Institutional Entitlement Offer announced	Wednesday 14 October 2020
Voluntary suspension lifted	Wednesday 14 October 2020
Record Date for the Retail Entitlement Offer	Wednesday 14 October 2020 (7.00pm AEST)
Prospectus and Entitlement and Acceptance Form despatched to Eligible Retail Shareholders Opening Date of Retail Entitlement Offer (9am AEST) Opening Date of Additional Offer (9am AEST)	Monday 19 October 2020
Closing Date* of Retail Entitlement Offer	Wednesday 28 October 2020 (5.00pm AEST)

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Wednesday 28 October 2020 (5.00pm Closing Date of Additional Offer AEST) Issue of New Shares and New Options Monday 2 November 2020 pursuant to Retail Entitlement Offer Issue of New Shares and New Options Monday 2 November 2020 under the Additional Offer New Shares pursuant to Retail Entitlement Tuesday 3 November 2020 Offer commence trading on ASX

The dates set out in this table are subject to change and are indicative only. The Company, in consultation 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 may extend the Retail Entitlement Offer Closing Date by giving at least three (3) Business Days’ notice to ASX prior to the Retail Entitlement Offer Closing Date. As such, the date that the New Shares issued under the Retail Entitlement Offer and all New Options are expected to commence trading on ASX may vary.

Subject to the requirements of the Listing Rules and the Corporations Act, the Directors reserve the right to:

• (a) withdraw the Entitlement Offer without prior notice; or

• (b) vary any of the important dates set out in this Entitlement Offer, including by extending the period that the Retail Entitlement Offer is open for Acceptance.

2.5 Purpose of the Offers

The Company is seeking to raise a total of up to approximately $10,220,602 from the Entitlement Offer and up to a further $6,000,000 from the Additional Offer. The Directors intend to apply the proceeds from the Entitlement Offer and the Additional Offer to provide funds for the purposes of meeting:

• (a) repayment of the Company’s existing convertible note facility with Tribeca (described in sections 2.20 and 5.4);

• (g) additional investments in DGR investee companies;

• (b) corporate overheads;

• (c) the costs of the Entitlement Offer;

• (d) payments to creditors and meeting accrued liabilities; and

• (e) working capital.

2.6

Allotment and allocation policy

The Company expects to allot New Shares and New Options under the Institutional Entitlement Offer on 16 October 2020.

The Company will proceed to allocate New Shares and New Options under the Retail Entitlement Offer as soon as possible after the Closing Date and after receiving ASX permission for Official Quotation of the New Shares and New Options.

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In the case that there is less than full subscription by Eligible Shareholders of their Entitlements under this Prospectus, the Directors may allocate to Eligible Shareholders who apply for Additional Entitlement Offer Shares and the Underwriter in accordance with this allocation policy.

Successful Applicants will be notified in writing of the number of New Shares and New Options 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 and New Options allocated to them prior to trading in New Shares. Applicants who sell New Shares or New Options before they receive notice of the number of New Shares and New Options allocated to them do so at their own risk.

No New Shares or New Options will be allotted or issued on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus.

Where a Shortfall exists, the allocation and allotment of Additional Entitlement Offer Shares applied for will be made in accordance with the following policy:

• (a) The Directors may allocate any Shortfall to Eligible Shareholders that have applied to take up their full Entitlement and, in addition, have indicated that they wish to take up Additional Entitlement Offer Shares as provided for in section 2.7.

• (b) The Directors reserve the right, as contemplated within the Listing Rules and subject to the terms of the Underwriting Agreement to allocate any Shortfall of New Shares in their discretion in consultation with the Underwriter so as to ensure a maximum amount of funds is raised. They will do so in a manner which will ensure that no Shareholder or other investor will, as a consequence of being placed with any Shortfall, hold a Relevant Interest in more than 19.99% of all of the Shares in the Company after the allocation of any (and all) Shortfall (except as contemplated by the Underwriting Agreement or permitted under the Corporations Act or FATA) (see sections 8.9 and 8.10).

• (c) Directors of the Company (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. Additional Entitlement Offer Shares will be issued at the same time as all other New Shares are issued under the Retail Entitlement Offer.

• (d) Eligible Shareholders wishing to apply for Additional Entitlement Offer Shares must consider whether or not the issue of the Additional Entitlement Offer Shares applied for would breach the Corporations Act, the Listing Rules or FATA, having regard to their own circumstances.

• (e) Any Shortfall not subscribed for by Eligible Shareholders or the Underwriter may be placed by the Company at the Company’s sole discretion subject to the provisions of the Corporations Act and the Listing Rules. Any remaining Shortfall after the allocation of any Additional Entitlement Offer Shares will be issued within three months after the Retail Entitlement Offer Closing Date at an Issue Price being not less than the Issue Price.

There is no guarantee that Eligible Shareholders will be successful in being allocated any of the Additional Entitlement Offer Shares that they apply for. The Company may reject any application for Additional Entitlement Offer Shares or allocate fewer Additional Entitlement Offer Shares than applied for by Eligible Shareholders for Additional Entitlement Offer Shares in accordance with the policy set out above.

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2.7 Additional Entitlement Offer Shares under Shortfall

Applications for Additional Entitlement Offer Shares by Eligible Retail Shareholders must be made in the Additional Entitlement Offer Shares section on the Entitlement and Acceptance Form accompanying this Prospectus and including the consideration for these Additional Entitlement Offer Shares with the payment for your Entitlement. Applications for Additional Entitlement Offer Shares by Eligible Institutional Shareholders must be made in accordance with instructions in the Institutional Offer Letters. Any Additional Entitlement Offer Shares allocated will be issued together with any New Options to be issued to an Eligible Shareholder under the terms of the Entitlement Offer, provided that the Eligible Shareholder who has applied for Additional Entitlement Offer Shares has applied for their full Entitlement.

Additional Entitlement Offer Shares will be issued at the absolute discretion of the Company and its Directors (in consultation with the Underwriter) and as such there is no guarantee that any Additional Entitlement Offer Shares applied for will be issued to Eligible Shareholders. The Company will have no liability to any Eligible Shareholders who receives less than the number of Additional Entitlement Offer Shares they applied for.

Further, the Company will not issue any Additional Entitlement Offer Shares to any person, if that would result in a breach by the Takeover Provisions or the FATA.

2.8 ASX listing

The Company will apply to the ASX within 7 days of the date of this Prospectus for the New Shares to be issued pursuant to this Prospectus to be listed for Official Quotation by the ASX. If granted, 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.

Additionally, within seven days of the date of this Prospectus, the Company will apply to the ASX for the admission to Official Quotation of a new class of securities, being the New Options.

If the New Options are approved for admission to quotation, Official Quotation of the New Options issued under the Entitlement Offer (including the Institutional Entitlement Offer) and the Additional Offer will commence as soon as practicable after the allotment of the New Options issued under the Retail Entitlement Offer and the Additional Offer.

Should the New Securities offered under the Entitlement Offer not be granted Official Quotation on the ASX within three months after the date of this Prospectus, none of those New Securities offered to Eligible Retail Shareholders under this Prospectus will be issued and all Application Money will be refunded without interest to Applicants within the time prescribed by the Corporations Act.

2.9 CHESS

The Company will apply for the New Shares and the New Options to participate in CHESS, in accordance with the Listing Rules and Settlement Operating Rules.

The Company will not issue certificates to Eligible Shareholders with respect to the New Shares. After allotment of the New Shares and New Options, Eligible Shareholders who are issuer sponsored will be provided with an issuer sponsored statement and those who are CHESS Holders will receive an allotment advice for the New Shares and the New Options.

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The CHESS statements, which are similar in style to bank account statements, will set out the number of New Shares and New Options allotted to each successful Applicant pursuant to this Prospectus. 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.

2.10 No rights trading

Entitlements to New Shares pursuant to the Entitlement Offer are non-renounceable and accordingly will not be traded on the ASX.

2.11 Underwriting

The entire Entitlement Offer is fully underwritten by the Underwriter.

Both the Engagement Letter and the Underwriting Agreement contain standard commercial terms and conditions for a Lead Manager’s responsibility and firm underwriting agreement for a capital raising of this size and type. Together the Engagement Letter and the Underwriting Agreement also contain customary covenants, indemnities and representations and warranties by the Company and terminating events which if they occur, will relieve the Underwriter of its underwriting obligations. The termination events are outlined in further detail in section 8.6.

Under the terms of the Engagement Letter and the Underwriting Agreement, the Company will pay the Underwriter the following fees:

• (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: subject to obtaining Shareholder approval, 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.

Any of the above fees may, at the election of the Underwriter and subject to obtaining Shareholder approval (if required), be satisfied by the issue to the Underwriter of so many Shares as equal to the relevant fee divided by the Issue Price. If Shares are so issued, the Underwriter is entitled to 1 for 2 free attaching Options, subject to any necessary shareholder approvals.

In addition, the Underwriter is entitled to be reimbursed for its legal costs (capped at $10,000) and other reasonable expenses incurred in connection with Entitlement Offer. The Underwriter also agrees that for amounts sub-underwritten in respect of the Underwritten Amount, it will be responsible for any fees payable to sub-underwriters.

The Underwriter may appoint additional sub-underwriters and is responsible for any fees that it may have to pay out to them.

The Entitlement Offer is also partially sub-underwritten by Samuel. Further details regarding the appointment of the sub-underwriters are set out in sections 2.12 and 8.7.

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Details of the Underwriting Agreement with the Underwriter are contained in section 8.6 of this Prospectus.

For further information regarding the potential effect of the Entitlement Offer on control of the Company, please refer to section 5.6.

2.12 Sub-Underwriting

The Entitlement Offer is expected to be sub-underwritten and as at the date of this Prospectus, the Underwriter has entered into a sub-underwriting agreement ( SubUnderwriting Agreement ) with Samuel Holdings Pty Ltd as trustee for the Samuel Discretionary Trust (an entity controlled by Mr Nicholas Mather) ( Samuel Holdings ).

The Underwriter also currently intends to seek to appoint additional unrelated subunderwriters. As noted above, the Underwriting Agreement permits the Underwriter to appoint additional sub-underwriters provided that the Underwriter is responsible for any fees that it may have to pay out to them.

The key terms of the Sub-Underwriting Agreement with Samuel Holdings are:

• (a) as a sub-underwriter, Samuel Holdings has agreed to sub-underwrite up to 24,537,500 New Shares of the Shortfall;

• (b) Samuel Holdings will receive a fee of 5% of the sub-underwritten amount from the Underwriter.

Samuel Holdings will not take part in the Additional Offer.

The sub-underwriting commitment of Samuel Holdings will be reduced to the extent Samuel Holdings or its associates take up their Entitlements.

Samuel Holdings currently has an interest in 88,053,770 Shares on issue (representing an interest of 11.49% of the total Shares on issue) and an Entitlement to 14,675,629 New Shares under the Entitlement Offer (representing approximately $1,174,050 of the amount sub-underwritten by Samuel Holdings). If Samuel Holdings is required to subscribe for its full sub-underwriting commitment (assuming no Applications were received from any associate of Samuel Holdings), then Samuel Holdings’ would be required to subscribe for 24,537,500 New Shares, taking the overall Mather Interests to 164,715,693 Shares (representing an interest of 16.99% of the then total Shares on issue).

2.13 Existing Option Holders

Existing 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 Retail Entitlement Offer as a result of being an Eligible Retail Shareholders at 7.00pm (AEST) on the Record Date.

If all Existing Option Holders elect to exercise their Existing Options prior to the Record Date to participate in the Retail Entitlement Offer, a further 12,018,471 New Shares may be issued under this Prospectus. Details of the Existing Options are set out in section 5.3.

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2.14 Eligibility of Institutional Shareholders

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

2.15 Eligibility of Retail Shareholders

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

2.16 Foreign Shareholders

The Company has not made investigations as to the regulatory requirements that may prevail in the countries outside of Australia, New Zealand, Papua New Guinea, Singapore, United Kingdom and Jersey (Channel Islands). According to the Register these are the only countries in which the Company’s Shareholders reside.

2.17 Notice to nominees and custodians

Nominees and custodians may not distribute any part of this document in the United States or in any other country outside of Australia, New Zealand, Papua New Guinea, Singapore, United Kingdom and Jersey (Channel Islands) except to beneficial Eligible Shareholders in another country (other than the United States) where the Company may determine it is lawful and practical to make the Entitlement Offer. Any person in the United States with a holding through a nominee may not participate in the Entitlement Offer.

2.18 Rights attaching to New Securities

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 Company’s Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

See section 7 for further details on the rights and liabilities attaching to the New Shares and New Options.

2.19 Acceptance of Entitlement to New Shares

The number of New Shares and New Options to which each Eligible Retail Shareholders is calculated as at the Record Date and is shown on the personalised Entitlement and Acceptance Form accompanying this Prospectus. The number of New Shares and New Options to which each Eligible Institutional Shareholders is set out in the relevant Institutional Offer Letter. This Prospectus is for the information of Eligible Shareholders who are entitled and may wish to apply for the New Shares and the New Options. Fractional Entitlements will be rounded up to the nearest whole number.

Entitlements to New Shares and New Options can be accepted by:

• Eligible Institutional Shareholders in full or in part in accordance with the instructions in the Institutional Offer Letter; and

• Eligible Retail Shareholders in full or in part by completing and returning the Entitlement and Acceptance Form which is attached to this Prospectus in accordance with the instructions set out in section 3 below and on the Entitlement and Acceptance Form.

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2.20 Convertible Notes

Holders of Convertible Notes will not be entitled to participate in the Retail Entitlement Offer unless they:

• (a) have become entitled to convert their Convertible Notes under the terms of their issue and do so prior to the Record Date; and

• (b) participate in the Retail Entitlement Offer as a result of being an Eligible Retail Shareholders at 7.00pm (AEST) on the Record Date.

If all holders of Convertible Notes elect to convert their Convertible Notes prior to the Record Date, and are Eligible Retail Shareholders, a further 8,333,333 New Shares may be issued under this Prospectus. Details of the Convertible Notes currently on issue are set out in section 5.4.

However, the Directors believe that it is unlikely that any Convertible Notes will be exercised prior to the Record Date.

2.21 Electronic prospectus

If you have received this Prospectus as an electronic Prospectus, please ensure that you also download your personalised Entitlement and Acceptance Form on the Company’s website at http://www.dgrglobal.com.au. If you require a hard copy Prospectus please phone the Company on + 61 (07) 3303 0680, and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both. Alternatively you may obtain a copy of this Prospectus from the Company’s website at http://www.dgrglobal.com.au.

The Entitlement and Acceptance Form may only be distributed attached to a complete and unaltered copy of the Prospectus. The Company will not accept a completed Entitlement and Acceptance Form if it has reason to believe that the investor has not received a complete paper copy or electronic copy of the Prospectus and any supplementary or replacement prospectus, or if it has reason to believe that the Entitlement and Acceptance Form or the electronic copy of the Prospectus and any supplementary or replacement prospectus has been altered or tampered with in any way.

While the Company believes that it is extremely unlikely that during the Offer period the electronic version of the Prospectus 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 Prospectus should immediately request a paper copy of the Prospectus directly from the Company or a financial adviser.

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3. How to apply

3.1 Eligible Institutional Shareholders

The Institutional Offer Letters (together with a copy of this Prospectus) provided by the Underwriter to each Eligible Institutional Shareholders will set out the details of that Eligible Institutional Shareholder’s Entitlement and how to apply for that Entitlement under the Institutional Entitlement Offer.

3.2 Your choices as an Eligible Retail Shareholder

The number of New Shares to which each Eligible Retail Shareholder is entitled ( Retail Entitlement ) is calculated as at the Record Date of 7:00pm (AEST) on 14 October 2020 and is shown on the personalised Entitlement and Acceptance Form accompanying this Prospectus. If you have more than one registered holding of Shares, you will be sent more than one Entitlement and Acceptance Form and you will have separate Retail Entitlements for each separate holding.

As an Eligible Retail Shareholder, you may:

• (a) take up all of your Entitlement and apply for Additional Entitlement Offer Shares; (b) take up all of your Entitlement but not apply for Additional Entitlement Offer Shares;

• (c) take up part of your Entitlement and allow the balance to lapse; or

• (d) take no action and allow all of your Entitlement to lapse.

The Company reserves the right to reject any Acceptance that is received after the Closing Date. Unless extended in the discretion of the Company in consultation with the Underwriter, the Closing Date for acceptance of the Retail Entitlement Offer is 5:00pm (AEST) on 28 October 2020.

3.3 How to accept your Retail Entitlement in full

If you wish to accept the whole of your Retail Entitlement, complete and return the Entitlement and Acceptance Form which accompanies this Prospectus in accordance with the instructions set out on the Form and forward the completed Form together with payment for the full amount so as to reach the Share Registry by no later than 5.00pm (AEST) on 28 October 2020. Payment may be made by cheque, bank draft or BPAY®. If payment is made via BPAY®, your Entitlement and Acceptance Form is not required to be returned to the Share Registry. The Issue Price of $0.08 per New Share is payable in full on acceptance of part or all of your Entitlement.

Cheques should be in Australian currency and made payable to “DGR Global Limited” and crossed “not negotiable”.

Completed Forms and accompanying cheques should be lodged at or forwarded to the following address:

Mailing Address DGR Global Limited C/- Link Market Services Limited Reply Paid 1512 Sydney South NSW 1234

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Entitlement and Acceptance Forms will not be accepted at the Company’s registered office.

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 (AEST) on 28 October 2020. It is your responsibility to ensure that your BPAY payment is received by the Share Registry by no later than 5:00pm on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should take this into consideration when making payment.

No brokerage, handling fees or stamp duty is payable by Applicants in respect of their applications for New Shares and New Options under this Prospectus. The amount payable on acceptance will not vary during the period of the Retail 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 and New Options. 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.

3.4 How to accept your Retail Entitlement in full and apply for Additional Entitlement Offer Shares

If you wish to accept all of your Retail Entitlement and also apply for Additional Entitlement Offer Shares under the Entitlement Shortfall Facility, complete the accompanying Entitlement and Acceptance Form for New Shares and also Additional Entitlement Offer Shares in accordance with the instructions set out in the Entitlement and Acceptance Form.

In order to apply for Additional Entitlement Offer Shares under the Entitlement Shortfall Facility you must be an Eligible Shareholder and must have first taken up your Retail Entitlement in full.

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

If you apply for Additional Entitlement Offer Shares under the Entitlement Shortfall Facility and your Application is successful (in whole or in part), your Additional Entitlement Offer Shares will be issued at the same time that other New Shares are issued under the Retail Entitlement Offer. The basis on which the Directors will allocate and issue Additional Entitlement Offer Shares under the Entitlement Shortfall Facility is set out in sections 1.12, 2.6, and 3.7.

Refund amounts (greater than $2.00), 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 Register as at the Closing Date of the Retail Entitlement Offer.

3.5 How to accept your Retail Entitlement in part

Eligible Retail Shareholders may accept their Retail Entitlement in part and allow the balance to lapse.

If you wish to take up only a part of your Retail Entitlement, complete the Entitlement and Acceptance Form for the number of New Shares that you wish to apply for and follow the other steps in accordance with section 3.3.

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You may arrange for payment through BPAY in accordance with the instructions on the Entitlement and Acceptance Form. If the Company receives an amount that is less than the Issue Price multiplied by your Retail 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.

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 Retail Entitlement Offer may be offered under the Entitlement Shortfall Facility or issued to the Underwriter. See sections 1.12, 2.6, and 3.7 for further details.

3.6 If you do not wish to accept any of your Retail Entitlement

Eligible Retail Shareholders do not have to accept any of their Retail Entitlement.

If you do not wish to accept any of your Retail Entitlement, do not take any further action and your Retail Entitlement will lapse and any New Shares that you would have otherwise been entitled to under the Retail Entitlement Offer may be offered under the Entitlement Shortfall Facility or issued to the Underwriter. See sections 1.12, 2.6, and 3.7 for further details.

If you are an Eligible Retail Shareholder and you decide not to take up all or part of your Entitlement, the New Shares and New Options being your Entitlement will lapse and may be issued to other Eligible Shareholders who do apply for Additional Entitlement Offer Shares, the Underwriter or other third parties in placing any Shortfall. In accordance with ASX Listing Rule 7.2 (Exception 3), the Directors reserve the right to issue New Shares and New Options under the Shortfall, at their discretion, within three months after the Closing Date.

By allowing your Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up your Entitlement. You should note that if you do not participate in the Retail Entitlement Offer, your percentage of equity in the Company will be reduced. If you take up your full Entitlement, your percentage holding in the Company will at least remain approximately the same as a result of the Entitlement Offer, however will be diluted to the extent of the Additional Offer. Further by applying for, and being allotted Additional Entitlement Offer Shares, the extent of any dilution as a result of the Additional Offer may be reduced.

See sections 1.12, 2.6 and 3.7 for further details.

3.7 Applying for Additional Entitlement Offer Shares from any Shortfall

An Entitlement Shortfall will exist if any Eligible Shareholder does not take up their full Entitlement. Additional Entitlement Offer Shares applied for will only be allocated and issued if an Entitlement Shortfall exists – resulting in the Entitlement Offer being undersubscribed.

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

• (a) the Directors may allocate the Entitlement Shortfall Shares to Eligible Shareholders that have applied to take up their full Entitlements and in addition have indicated that they wish to take up Additional Entitlement Offer Shares as provided for in Section 3.4 (or in the case of Eligible Institutional Shareholders, those who have indicated that they wish to take up Additional Entitlement Offer Shares as provided for in the Institutional Offer Letter provided to them); and

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• (b) the Company reserves the right to allocate Additional Entitlement Offer Shares to Eligible Shareholders who wish to take up Additional Entitlement Offer Shares at its discretion. In exercising its discretion the Company will have regard to facilitating the increase in the number of Shareholders with marketable parcels of Shares.

Once Directors have exhausted the allotment and allocation of Additional Entitlement Offer Shares under the Entitlement Shortfall Facility to Eligible Shareholders, the Company will call on the Underwriter to take up the remaining New Shares under the Entitlement Shortfall in accordance with its underwriting obligations under the Underwriting Agreement. New Shares taken up by the Underwriter will be issued at approximately the same time as all other New Shares are issued under the Retail Entitlement Offer.

No Related Party or Eligible Shareholder associated with the Directors will participate in the Entitlement Shortfall Facility (except the sub-underwriter pursuant to its obligations under the Sub-Underwriting Agreement).

The Company will not allocate or issue Additional Entitlement Offer Shares under the Entitlement 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 including FATA. Eligible Shareholders wishing to apply for Additional Entitlement Offer Shares must consider whether or not the issue of the Additional Entitlement Offer Shares applied for would breach the Corporations Act, or the Listing Rules or FATA having regard to their own circumstances.

There is no guarantee that Eligible Shareholders will be successful in being allocated any of the Additional Entitlement Offer Shares that they apply for. The Company may reject any Application for Additional Entitlement Offer Shares or allocate fewer Additional Entitlement Offer Shares than applied for by Applicants for Additional Entitlement Offer Shares in accordance with the policy set out above. The Directors reserve the right at their discretion (in consultation with the Underwriter and in accordance with the terms of the Underwriting Agreement) to place a maximum on the number of Additional Entitlement Offer Shares that will be issued to Eligible Shareholders who apply for Additional Entitlement Offer Shares.

3.8 Binding effect of Entitlement and Acceptance Form

A completed and lodged Entitlement and Acceptance Form, or a payment made through BPAY®, constitutes a binding offer to acquire New Shares and New Options on the terms and conditions set out in this Prospectus and, once lodged or paid for, cannot be withdrawn.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid application for New Shares and New Options. The Directors’ decision whether to treat an Acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

By completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies or making a payment by BPAY®, 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 have read and understand this Prospectus and your personalised Entitlement and Acceptance Form in their entirety;

• (b) you agree to be bound by the terms of the Retail Entitlement Offer;

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• (c) all details and statements in the Entitlement and Acceptance Form are complete and accurate;

• (d) after the Share Registry receives the Entitlement and Acceptance Form or any payment of Application Monies by BPAY®, you may not withdraw it;

• (e) you agree to apply for the number of New Shares specified in the Entitlement and Acceptance Form and for which you have submitted payment of any Application Monies via cheque, bank draft or BPAY®, at $0.08 per New Share applied for;

• (f) you agree to be issued the number of New Shares (and attaching New Options) for which you have applied, subject to your Entitlement;

• (g) you agree to be issued any Additional Entitlement Offer Shares you have applied for from any Shortfall;

• (h) you authorise the Company, the Underwriter, the Share Registry and their respective officers or agents, to do anything on your behalf necessary for the New Shares and New Options to be issued to you, including to act on instructions of the Share Registry on using your contact details set out in the Entitlement and Acceptance Form;

• (i) you declare that you were the registered holder of the relevant Shares on the Record Date;

• (j) you acknowledge that the information contained in this Prospectus and the Entitlement and Acceptance Form is not investment advice or a recommendation that New Shares and New Options are suitable for you given your investment objectives, financial situation or particular needs;

• (k) you are an Eligible Retail Shareholder, are not in the United States nor acting for the account nor the benefit of a person in the United States (including as a nominees or custodian), and are not otherwise a person to whom it would be illegal to make an Retail Entitlement Offer or issue of New Shares and New Options under the Retail Entitlement Offer;

• (l) the New Shares and New Options have not been, and will not be, registered under the US Securities Act or under the laws of any other jurisdiction other than Australia or New Zealand; and

• (m) you have not and will not send any materials relating to the Retail Entitlement Offer to any person in the United States or any other country outside of Australia, New Zealand, Papua New Guinea, Singapore, United Kingdom and Jersey (Channel Islands) or to any person (including nominees or custodians) acting for the account or benefit of a person outside of those countries.

3.9 How to apply under the Additional Offer

The Additional Offer comprises a broker firm offer to Nominated Investors of up to 75,000,000 New Shares at an issue price of $0.08 each to raise up to $6,000,000. An attaching New Option will be issued for every 2 New Shares issued under the Additional Offer.

The issue of the New Shares and New Options under the Additional Offer is not underwritten. As at the date of this Prospectus, Bizzell Capital Partners Pty Ltd had received commitments for the full amount of the Additional Offer.

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All Applicants under the Additional Offer should complete and lodge the Application Form, together with payment of the Application Monies in accordance with the instructions set out on the Application Form.

Nominated Investors can apply for New Shares under the Additional Offer by completing and lodging the Application Form for New Shares accompanying this Prospectus in accordance with the instructions on the Application Form and forwarding the completed Application Form together with a cheque for the Application Monies for all New Shares applied for so as to reach the Company by no later than 5pm (AEST) on the Additional Offer Closing Date.

Completed Application Forms and accompanying cheques should be mailed or delivered to Bizzell Capital Partners Pty Ltd at the address provided on the Application Form.

Completed Application Forms must be received by Bizzell Capital Partners Pty Ltd no later than 5pm (AEST) on the Additional Offer Closing Date. An Application constitutes an offer to subscribe for New Shares on the terms and conditions set out in this Prospectus. DGR reserves the right in consultation with the Underwriter to vary the Additional Offer Closing Date without notice.

Cheques should be in Australian currency and made payable to “DGR Global Limited - Additional Offer” and crossed not negotiable.

No brokerage or handling fees are payable by the Applicant for New Shares offered under the Additional Offer.

Applicants should ensure that sufficient funds are held in the relevant accounts to cover the Application Monies. If the amount of the cheque for the Application Monies is insufficient to pay in full for the number of whole New Shares applied for in the completed Application Form, Applicants will be taken to have applied for such lower number of New Shares as the cleared Application Monies will pay for. Alternatively, the Application may be rejected.

Completed Application Forms once sent cannot be withdrawn.

The Directors reserve the right to allocate any New Shares under the Additional Offer at their discretion and in consultation with the Underwriter, so as to ensure that the objectives of the capital raising are met. The Directors, in consultation with the Underwriter, reserve the right to allocate the New Shares under the Additional Offer in full on any Application, or to allocate any lesser number, or to decline any Application. Where no allotment is made, the amount tendered will be returned in full. Where the number of New Shares allotted is less than the number applied for, the surplus Application Money will be returned to the Applicant. Interest will not be paid on any refunded Application Money.

No related parties will be allocated New Shares under the Additional Offer.

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4. Company information

4.1 Company and Project Overview

DGR’s business is resource-project generation and discovery across a range of commodities, including copper, gold, nickel, tin, iron ore, titanium, bauxite, lithium, cobalt, oil and gas. The Group focuses on delivering value through the discovery of ore bodies by the application of innovative exploration techniques and reassessment strategies to existing pre-development projects, and to new greenfields areas. The Company is generating and developing several independently funded and managed resource companies in order to progress each of these projects.

The Company has substantial holdings in LSE and TSX-listed SolGold plc ( SolGold ), AIMlisted IRR, and ASX-listed Armour Energy, Aus Tin Mining Ltd and New Peak Metals Ltd.

In addition, the Company is currently progressing its investment and involvement in the Uganda Oil Project, as well as a number of other companies and projects as outlined below.

The most significant of these is described in more detail below:

4.2 SolGold plc (current the Company’s ownership is 9.85% of the issued share capital of SolGold plc)

SolGold is listed on both the LSE and TSX (LSE/TSX:SOLG). SolGold is focussed on the discovery and definition of world-class copper-gold deposits. SolGold has a significant and highly prospective tenements in a largely undeveloped and underexplored section of the Andean Copper Belt in Ecuador[5] . SolGold’s most advanced project is the 85% owned Cascabel copper gold porphyry project in north west Ecuador[6] , where ongoing work will culminate in the publication of a project Pre-Feasibility Study (the Cascabel Project ). The Cascabel Project is accessible via the Ecuadorean capital of Quito and is proximate to seaports, is at low elevation, and has abundant water supplies and access to hydropower.

Exploration activities at a number of SolGold’s 72 wholly owned regional concessions across Ecuador were temporarily suspended in late March due to travel restrictions and disruptions to logistics networks as a result of government reactions to the COVID-19 pandemic. Exploration activities have now recommenced and a new copper discovery at the Porvenir project[7] was announced on 1 October 2020, with over 500m of visible mineralisation encountered in the first drill hole.

The Company holds a direct 9.85% stake in SolGold. This stake is worth approximately $145 million, based on the closing price of 40p quoted for SolGold shares on the LSE on 8 October 2020.

4.3 Armour Energy (current the Company’s ownership is 13.9% of the issued share capital of Armour Energy Ltd)

Armour Energy is an ASX-listed (ASX:AJQ) exploration and production company focussed on the discovery, development and production of world class gas and associated liquids resources.

Armour Energy has an oil and gas portfolio with assets in the Surat Basin (Queensland), the McArthur and Isa Super-basin (spanning Queensland and the Northern Territory), the Cooper Basin (south Australia) and the Otway and Gippsland Basins (Victoria). The Company owns

5 https://www.solgold.com.au/regional-projects

6 https://www.solgold.com.au/regional-projects

7 https://www.solgold.com.au/regional-projects

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and operates an oil and gas production facility at Kincora, near Roma in Queensland, which also contains a significant gas storage facility (Newstead).

Armour Energy is currently focussed on increasing its production at Kincora, undertaking initial exploration programs within its Cooper Basin acreage and upgrading the potential future use of the Newstead gas storage facility.

The Company has indicated its commitment to participate in Armour Energy’s ongoing capital raising program to maintain its shareholding at its pre capital raising program level of between 19% and 20%, subject to Armour shareholder approval. The Company has signed a binding subscription commitment agreement to subscribe $788,731 in Armour Energy’s conditional placement, shareholder approval for which was received on 18 September 2020. Further, the Company has signed a further conditional commitment to subscribe an additional $1,453,116 in Armour Energy’s conditional placement, which remains subject to shareholder approval and would take the Company’s subscription under the recent capital raising by Armour Energy to a total of $2,241,847.

The Company’s equity ownership stake in Armour Energy is currently worth approximately $3.45 million based on closing price of 2.3 cents quoted for Armour Energy shares on the ASX on 8 October 2020. In addition, the Company currently holds a number of Armour Energy corporate debt bonds with a face value of approximately $3.7 million. Further it has Shareholder approval to be allotted quoted Armour Energy options (at 5 cents through to 29 February 2024) which will take its holding of options to 50,512,985.

4.4 IronRidge Resources (current the Company’s ownership is 17.8% of the issued share capital of IRR)

IRR is an AIM-listed (AIM:IRR) African focussed explorer with a suite of gold and lithium projects in the countries of Ghana, Chad and Cote d’Ivoire.

The Company’s most advanced project is the Zaranou gold project in Cote d’Ivoire where surface sampling has revealed a strike zone 47 kilometres in length. Preliminary drilling campaigns underway over the past 12 months have produced an array of highly prospective results, and drilling continues with the aim of establishing a maiden gold resource in 2021.

In Ghana IRR has established a maiden resource to JORC standard for its Cape Coast lithium project, which boast excellent logistical advantages including access to road, power and port infrastructure, being located only 100km from the coast.

The Company’s ownership stake in IRR is currently worth approximately $19 million based on the closing price of 14.6p quoted for IRR shares on AIM on 8 October 2020.

4.5 Auburn Resources Ltd

Auburn Resources Ltd ( Auburn ) is an unlisted public company of which DGR owns approximately 45% of the issued (and voting) share capital. Auburn is focussed on the discovery and development of copper, gold, nickel, cobalt and zinc deposits. Auburn has 4 major project areas in Queensland and 2 project areas in the Northern Territory. As at the date of this Prospectus, across these project areas Auburn holds 29 tenements (of which 17 are Exploration Permit Minerals (EPM) and 12 are Exploration Licenses (EL)). With a further 5 Exploration Permit Minerals Applications (EPMA) that infill strategic zones of 2 of the Queensland project areas. It is Auburn’s current intention to significantly rationalise its holdings of tenements so as to focus on those which are the most prospective.

Auburn’s most advanced provincial sized targets are 10 large nickel/copper/cobalt sulphide prospects discovered in the Hawkwood Project area west of Mundubbera in Qld. This project area is also home to at least 3 porphyry copper gold palladium prospects. In addition, Auburn (held directly or indirectly through other companies), has at least 11 other porphyry and breccia

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style copper/gold prospects in the Mt Abbot Project area near Bowen, and at Gayndah and Calgoa in southern Qld.

In the Northern Territory, Auburn’s wholly owned subsidiary Pennant Resources Pty Ltd (Pennant) has identified and secured what is potentially a new mineral province similar to Mt Isa on the eastern side of the Tanumbirini Project area, and a new IOCG8 system potentially larger than Olympic Dam on the western side. Pennant also holds the much smaller but advanced Ban Ban Zinc Project near Gayndah in Qld.

Auburn’s current intention is to seek an initial public offering (or some other entry into the market for public equity) subject to favourable economic and business conditions.

4.6 Uganda Oil Project

The Uganda Oil Project is located within the Albertine Graben in the west of the Republic of Uganda. According to the Ugandan Government the discovered resources in the Albertine Graben are currently estimated at a STOIIP[9] of 6.0 billion barrels of oil equivalent with 1.4 billion barrels recoverable and about 500 billion cubic feet of gas resources[10] . Armour Energy was awarded the Ugandan Licence on 13 September 2017 and the Company has an 83.18% beneficial interest in the Ugandan Licence and the associated project pursuant to the terms of the Uganda Project Letter Agreement (the Project ).

Ugandan Licence

The initial term of the Ugandan Licence expired on 13 September 2019 (the First Exploration Period ). On 13 June 2019 Armour Energy applied for renewal of the Ugandan Licence. On 13 September 2019 the Ugandan Government announced that subject to Armour Energy meeting four (4) conditions (the Renewal Conditions ), the Ugandan Licence has been renewed for a further two (2) years (the Second Exploration Period ). The Ugandan Licence cannot be renewed for a further term following its expiry in 2021.

Renewal Conditions

Under the Renewal Conditions Armour Energy must (amongst other things):

• (1) complete a Minimum Work Program defined in the PSA for each of the First Exploration Period (the 2D Seismic Survey ), and the Second Exploration Period (detailed below); and

• (2) expend the Minimum Exploration Expenditure in each of the First Exploration Period and the Second Exploration Period, as stipulated in the PSA.

The 2D Seismic Survey was not completed by expiry of the First Exploration Period due to inclement weather, and in part due to difficulties in obtaining the necessary dynamite. The total amount which must spent in order to complete the 2D Seismic Survey is approximately US$1.5 million.

The PSA stipulates that for the Second Exploration Period:

• the Minimum Work Program is the drilling of an exploration well and the undertaking of geological, geophysical and geochemical studies; and

8 Iron oxide copper gold ore deposit

9 Stock-Tank Oil Initially in Place

10 See page 3 of the Request for Qualification for the second Licence in Round for Petroleum Exploration, Development and Production in Uganda issued by the Republic of Uganda through the Ministry of Energy and Mineral Development, dated May 2019. The document goes on to say, "The resources the planning base (P50) on which Government of Uganda and the Partners are basing the development phase and commercialization".

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• the Minimum Exploration Expenditure is approximately US$6.13 million.

The two other Renewal Conditions concern:

• the provision of a further Uganda Licence Performance Guarantee for the renewed term, in an amount to be agreed; and

• the relinquishment of some of the blocks the subject of the Ugandan Licence following the results of the 2D Seismic Survey ( Relinquishment ).

The Company understands that Armour Energy and the Ugandan Government have agreed that a further Uganda Licence Performance Guarantee shall be provided to the Ugandan Government in the amount of US$200,000.

As regards Relinquishment, the Company further understands that Armour Energy has agreed with the Ugandan Government that Armour Energy will not be required to undertake any further work on the blocks the subject of the Ugandan Licence, should the results of the 2D Seismic Survey be unfavourable. Specifically, the agreed minutes of a meeting (held over the Zoom application software) on 4 August 2020 between representatives of Armour Energy, the Company and the PAU state that Director, Exploration of the PAU,

“… clarified, for example, that if at the end of the first exploration period 2D seismic had been acquired and no positive results were recorded, then the activities at [Kanywataba Contract Area] would have ended by the licensee not applying for renewal of the license. However, since acquisition of 2D seismic which was supposed to help make that decision was not concluded and is now part of the second exploration period, if the results are not positive after assessment of the 2D seismic data and the regulator agrees with the licensee that it is not worth continuing, the licensee can surrender the license in accordance with the law and any obligations would be waived. [The Director, Exploration of the PAU] encouraged AEL to fulfil the obligations because there are sufficient safeguards in the law”,

and further that

“PAU explained again that if after the seismic evaluation AEL found that it was not worth continuing, AEL would under a provision of the law surrender the license. It was also clarified that AEL would in such a case provide the technical justification for this and PAU would make its own technical evaluation to confirm it”.

Notwithstanding all of this, the Company understands that Armour Energy geophysicists and geologists believe that the existing exploration work, including reprocessed 2D seismic surveys undertaken at the Kanywataba Block, by previous tenant holders and subsurface re-evaluation conducted by Armour Energy’s geological staff is encouraging and supports ongoing exploration.

Force majeure provisions

The Company notes that Armour Energy has invoked the force majeure provisions under section 188 of the Act and the PSA, in respect of all its obligations under the PSA generally, and its obligations to complete the 2D Seismic Survey in particular. The Event of Force Majeure (as defined in Armour Energy’s letter) is the COVID 19 pandemic which has disrupted and in some cases ceased supply chains and international travel, thus making it impossible for Armour Energy’s personnel to travel to Uganda to supervise the 2D Seismic Survey. The PAU has acknowledged that Armour Energy has invoked these provisions and all parties are continuing to monitor the situation.

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Liability under the Renewed Licence

As it is the licensee as at the date of this Prospectus, Armour Energy is liable to perform the Minimum Work Program under the renewed Ugandan Licence. If such obligations are not met and the Ugandan Licence is cancelled by the Ugandan Government, the Ugandan Government will be entitled to demand payment of:

• (1) any shortfall in the Minimum Exploration Expenditure for the First Exploration Period carried over to the Second Exploration Period (being the amount of approximately US$1 million); and

• (2) the amount of the Minimum Exploration Expenditure for the Second Exploration Period (being the amount of approximately US$6.13 million).

The aggregate of these two amounts plus costs associated with the Ugandan Licence, make up the Ugandan Licence Liability of US$7.5 million. However, in this regard the Company refers to the minutes of a meeting held on 4 August 2020 and quoted above.

Impending transfer of the Ugandan Licence

On 26 November 2018, Armour Energy applied to transfer the Ugandan Licence to Armour Uganda. As a condition of the Ugandan Government’s consent to that transfer, Armour Energy was required to provide the Parent Company Guarantee, which it did on 11 January 2019.

The relevant Minister’s consent to transfer the Ugandan Licence was granted 10 October 2019. As at the date of this Prospectus the transfer of the licence is being undertaken, and is expected to be completed within the next few weeks. Following transfer of the Ugandan Licence the Company will acquire, a direct or indirect 83.18% interest in Armour Uganda.

Deed of Indemnity and Guarantee

As the Company is the beneficial owner of 83.18% of the Ugandan Licence, on 18 December 2019 the Company provided the Deed of Indemnity and Guarantee to Armour Energy.

The Deed of Indemnity and Guarantee will remain in force until to the earlier of:

• the duration of the PSA and the Ugandan Licence;

• the replacement of the Parent Company Guarantee. Following the transfer of the Ugandan Licence the parties will use their reasonable endeavours to cause the Parent Company Guarantee to be cancelled and replaced with two further shareholder guarantees; and

• the transfer of the Licence to a party whose obligations under the Ugandan Licence are not guaranteed or otherwise secured by Armour Energy.

4.7 Coolgarra Minerals

Coolgarra Minerals holds 5 granted EPMs south of Greenvale, Qld and one EPM west of Theodore in Central Queensland. The tenements are greenfield in nature but considered prospective for gold and cobalt on the basis of work undertaken to date.

4.8 Pinnacle Gold

Pinnacle Gold holds 6 granted EPMs which are gold exploration tenements in North and Central Queensland and to granted ELs in the Northern Territory. Most of the areas are soil covered, with previous exploration efforts by earlier explorers largely confined to areas of outcrop and focussed on mapping and sampling known workings.

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4.9 Hartz Rare Earths

Hartz Rare Earths has 2 tenement applications in the Northern Territory. These tenements applications are greenfield in nature but are considered prospective for Uranium based on the work undertaken to date.

4.10 DGR Energy Pty Ltd

In keeping with the positive view that the Company’s management has of the potential for significant discoveries of petroleum in the Albertine Graben in the west of Uganda, the Company has procured its wholly-owned subsidiary DGR Energy Pty Ltd to apply for qualification for the second round of licensing for petroleum exploration tenements in Uganda. The Company has made a prequalification payment of UD$20,000 in order to secure the necessary data to make an application for a licence. The initial deadline for submissions was 31 December 2019. This deadline was postponed until the 31[st] March 2020. However the Company has not received any further communications from the Ugandan Government concerning this second round of licensing, and as far as the Company is aware the Ugandan Government has not made any further public statements about when and if this second round of licensing is to progress. Having said that, the Company remains interested in applying for a right to explore land south of the Ugandan Licence. In addition, DGR Energy is also researching prospective oil and gas opportunities throughout South America.

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5. Effect of the Offers on DGR

5.1 Effect of the Offers on the financial position of the Company

To illustrate the effect of the Entitlement Offer alone as well as with the Additional Offer on the Company, the pro-forma consolidated balance sheet has been prepared based on the audited balance sheet as at 30 June 2020. In order to comply with section 713 of the Corporations Act the effect of the Entitlement Offer and the Additional Offer in particular is noted.

The pro-forma balance sheet shows the effect of the Entitlement Offer as a fully underwritten Entitlement Offer and then with the Additional Offer and as if the Entitlement Offer and Additional Offer (under this Prospectus) had been made on 30 June 2020. The pro-forma balance sheet sets out 2 scenarios, one assuming that the Entitlement Offer is fully subscribed, but with no funds raised under the Additional Offer, and the other assuming that the Entitlement Offer is fully subscribed and that the maximum amount of $6,000,000 is raised under the Additional Offer.

The accounting policies adopted in preparation of the pro-forma consolidated balance sheet are consistent with the policies adopted and as described in the Company’s financial statements for the financial year ended 30 June 2020.

The significant effects of the Entitlement Offer and Additional Offer (based on the assumptions set out and assuming no Existing Options are exercised or Convertible Notes are converted) will be to:

• (a) increase cash reserves by between approximately $9,512,365 and $15,147,865 as a result of funds raised from the Offers made under this Prospectus assuming a $0.08 Issue Price;

• (b) increase the number of issued Shares by between 127,757,519 and 202,757,519, as a result of New Shares issued pursuant to this Prospectus. Additional Shares may be issued to the Underwriter by way of the payment of fees under the Underwriting Agreement (at the election of the Underwriter and subject to shareholder approval). See section 8.6 for further details; and

• (c) increase the number of Options on issue from 72,110,825 to between 135,989,585 and 173,489,585, as a result of Options issued pursuant to this Prospectus, assuming one (1) New Option is issued for every two (2) New Shares allotted. Additional Underwriter Options will be issued on the terms set out in the Underwriting Agreement and further Options may be issued to the Underwriter by way of the payment of fees under the Underwriting Agreement (at the election of the Underwriter and subject to shareholder approval). See section 8.6 for further details.

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		Underwritten Entitlement Offer	Underwritten Entitlement Offer and Fully Subscribed Additional Offer
	Audited 30 June 2020	Pro Forma Adjustments Pro Forma 30 June 2020	Pro Forma Adjustments Pro Forma 30 June 2020
	$	$ $	$ $
Current assets Cash and cash equivalents Trade and other receivables Other current assets Total current assets Non-current assets Other financial assets Investments accounted for using the equity method Property, plant and equipment Exploration and evaluation assets Total non-current assets Total assets Current liabilities Trade and other payables Other financial liabilities Lease liabilities Total current liabilities Non-current liabilities Deferred tax liabilities Other financial liabilities Provisions Lease liabilities Total non-current liabilities Total liabilities **Net assets Equity Issued capital Reserves Accumulated losses Equity attributable to owners of the parent company Non-controlling interests **Total equity ***	3,851,471 1,762,947 43,605 5,658,023 95,446,570 2,999,992 2,151,570 10,449,117 111,047,249 116,705,272 1,862,206 9,916,111 353,456 12,131,773 14,384,030 - 1,250,461 1,519,185 17,153,676 29,285,449 87,419,823 38,911,767 72,449,393 (25,677,678) 85,683,482 1,736,341 87,419,823	9,512,365 13,363,836 - 1,762,947 - 43,605 9,512,365 15,170,388 - 95,446,570 - 2,999,992 - 2,151,570 - 10,449,117 - 111,047,249 9,512,365 126,217,637 - 1,862,206 - 9,916,111 - 353,456 - 12,131,773 - 14,384,030 - - - 1,250,461 - 1,519,185 - 17,153,676 - 29,285,449 9,512,365 96,932,188 9,512,365 48,424,132 - 72,449,393 - (25,677,678) 9,512,365 95,195,847 - 1,736,341 9,512,365 96,932,188	15,147,865 18,999,336 - 1,762,947 - 43,605 15,147,865 20,805,888 - 95,446,570 - 2,999,992 - 2,151,570 - 10,449,117 - 111,047,249 15,147,865 131,853,137 - 1,862,206 - 9,916,111 - 353,456 - 12,131,773 - 14,384,030 - - - 1,250,461 - 1,519,185 - 17,153,676 - 29,285,449 15,147,865 102,567,688 15,147,865 54,059,632 - 72,449,393 - (25,677,678) 15,147,865 100,831,347 - 1,736,341 15,147,865 102,567,688

* Note: As noted in the Company’s Annual Report dated 30 September 2020 and lodged with ASX, ASIC has queried the Company’s accounting for its investments in SolGold plc (“SolGold”) and Aus Tin Mining Limited (“Aus Tin”). The Company has corresponded with ASIC, and responded to the queries raised by ASIC by confirming that it believes that the accounting basis adopted for its investments in SolGold and Aus Tin is appropriate. If the equity method of accounting was adopted for DGR’s investment in SolGold plc and Aus Tin, this would result in a decrease in “Other financial assets” of $76,906,576, a decrease in “Total Assets” of $76,906,576, a decrease in “Deferred tax liabilities” of $17,882,599, a decrease in “Net Assets” of $56,494,549,

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an increase in “Accumulated losses” of $17,297,912, a decrease in “Reserves” of $41,726,065 and a decrease in “Total Equity” of $56,494,549.

5.2 Present position

At the date of this Prospectus, the Company is of the view that there is no one entity who controls the Company.

The Shareholders who hold more than 5% of the Shares prior to the date of this Prospectus are set out in the table below. Samuel Holdings has agreed to partially sub-underwrite the Entitlement Offer to an amount of $1,963,000 or 24,537,500 New Shares (which includes its Entitlement).

Shareholder	Number of Shares	%
Tenstar Trading Limited	144,902,064	18.90
Samuel Holdings*	88,053,770	11.49
Nicholas Mather & Judith Mather as trustee of the Mather Super Fund *	51,637,500	6.74
Samuel Terry Asset Management Pty Ltd	39,907,520	5.21

* In addition to these holdings, the Mather Interests include 486,923 Shares held by Judith Mather.

The Company has received substantial shareholding notices from the following parties:

Shareholder	Number of Shares	%
Nicholas Mather*	140,178,193	18.29
Tenstar Trading Limited	144,902,064	18.90
Samuel Terry Asset Management Pty Ltd	39,907,520	5.21

*Includes indirect holdings.

5.3 Existing Options

As at the date of this Prospectus, the Company has a total of 72,110,825 Existing Options on issue as follows:

No. of Options	Exercise Price	Description	Expiry Date
16,125,000	$0.20	Employee Options	8 November 2020
15,187,500	$0.20	Director Options	28 November 2020
4,200,000	$0.20	Employee Options	12 February 2021
36,598,325	$0.084	Options	28 May 2022

5.4 Convertible Notes

As at the date of this Prospectus, the Company has a total of 50,000,000 Convertible Notes issued to entities associated with Tribeca. The details of those Convertible Notes on issue are as follows:

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Number of Convertible Notes on issue	50,000,000
Convertible Note Holder	JP Morgan Nominees Australia Pty Ltd in its capacity as the trustee of the Tribeca Global Natural Resources Credit Fund, and Tribeca Global Natural Resources Credit Master Fund
Issue price	Face value of $0.20 per Existing Convertible Note
Interest rate	12% per annum
Interest payments	Interest is payable in cash and is paid quarterly in arrears
Maturity date	6 October 2020
Conversion terms	Convertible at any time at the Convertible Note Holder’s election into one Share in DGR subject to usual adjustment mechanisms in certain circumstances
Security	Secured

5.5 Effect of the Entitlement Offer and the Additional Offer on the capital structure of the Company

Assuming full subscription under the Entitlement Offer and the Additional Offer, the share capital structure of the Company immediately following the Offers will be as follows:

Shares
	Number	%
Shares on issue at the date of this Prospectus	766,545,111	79.08
Number of New Shares to be issued pursuant to the Entitlement Offer1, 2	127,757,519	13.18
Number of New Shares to be issued pursuant to the Additional Offer2	75,000,000	7.74
Total maximum number of Shares after the Entitlement Offer and the Additional Offer1, 2, 3	969,302,630	100.00%

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Options
	Number	%
Options on issue at the date of this Prospectus	72,110,825	41.79
Number of New Options pursuant to the Entitlement Offer1, 2	63,878,760	36.68
Number of New Options pursuant to the Additional Offer2	37,500,000	21.53
Total maximum number of Options after the Entitlement Offer and the Additional Offer1, 2, 3	173,489,585	100.00%

1 Excludes any New Shares and New Options which may be issued in the event that any Existing Options and Convertible Notes are exercised prior to the Record Date. Some allowance has been made for rounding, with Fractional Entitlements being rounded up.

2 Assumes that the maximum number of New Shares are issued under the Entitlement Offer and the Additional Offer .

3 In addition, Underwriter Options will be issued in part payment of the Underwriting Fee and further Shares and Options may be issued (subject to shareholder approval) if the Underwriter elects to take payment of some or all of the Underwriting Fee by way of Shares and Options. If all fees payable to the Underwriter were satisfied by way of the issue of Shares and Options, the maximum number of Shares on issue after completion of the Offers (assuming the Additional Offer is fully subscribed) would be 981,468,081 Shares and the maximum number of Options on issue after completion of the Offers (assuming the Additional Offer was fully subscribed) would be 212,013,513 Options.

The Entitlement Offer is a pro-rata Entitlement Offer so that if all Eligible Shareholders take up their Entitlements and none of the Option Holders exercise their Existing Options, or Convertible Noteholders convert their notes, and participate in the Entitlement Offer, the voting power of all Eligible Shareholders will remain the same as a result of the Entitlement Offer. In that event, there will be no actual or potential effect or consequences arising from the Entitlement Offer on the control of the Company. If an Eligible Shareholders does not take up their Entitlement in full it will result in their percentage holding in the Company being diluted by the Entitlement Offer.

However, the Company intends to undertake the Additional Offer and any New Shares issued under the Additional Offer will dilute the Eligible Shareholders interest. The extent of this dilution will depend on the amount raised under the Additional Offer.

Details of the potential effect of the Entitlement Offer on the control of the Company are set out in section 5.6.

In the event of a Shortfall, the Directors reserve the right to place the Shortfall at their sole discretion subject to the provisions of the Underwriting Agreement, the Corporations Act and the Listing Rules.

5.6 Effect of the Entitlement Offer on control of the Company

General effect and consequences

The potential effect that the Entitlement Offer will have on the control of the Company, and the consequences of that effect, will depend on a number of factors, including Shareholder take-up of the Entitlement Offer and the consequences of the Underwriting of the Entitlement Offer.

The Entitlement Offer is a pro-rata Entitlement Offer so that if all Eligible Shareholders take up their Entitlements and none of the Existing Options are exercised and none of the Convertible Notes are converted prior to the Record Date, the voting power of all Eligible Shareholders will remain the same. In that event, there will be no actual or potential effect or consequences arising from the Entitlement Offer on the control of the Company.

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However, Eligible Shareholders who do not take up all of their Entitlements will have their interest in the Company diluted as a result of the Offer.

In addition, any New Shares issued under the Additional Offer will dilute the existing Shareholders.

Where Entitlements not taken up

In the event that there are still New Shares not applied for following the issuance of the Additional Entitlement Offer Shares under the Shortfall, the Company and the Directors reserve the right, as contemplated within the Listing Rules, to allocate any remaining Shortfall in their absolute discretion and subject to the terms of the Underwriting Agreement to conduct a placement of the remaining Shortfall to ensure a maximum amount of funds are raised. They will do so in a manner which will ensure that no Shareholder or other investor will, as a consequence of being issued any Shortfall, hold a Relevant Interest in more than 19.9% of all of the Shares in the Company after these Offers where such holding would be contrary to the Corporations Act or FATA (see sections 8.9 and 8.10).

Effect of Underwriting on Control

The Underwriter and its associates do not hold any Shares as at the date of this Prospectus.

The Underwritten Amount is a maximum of $10,220,602 representing the Offer Price multiplied by 127,757,519 New Shares.

If, at completion of the Entitlement Offer, the Underwriter is required to subscribe for the entire Underwritten Amount it is possible that the Underwriter may be issued with up to a maximum of 127,757,519 New Shares pursuant to the underwriting, which would represent approximately 14.29% of the voting power in the Company upon all New Shares being issued under the Entitlement Offer and assuming that the no New Shares were issued under the Additional Offer. If the Additional Offer was fully subscribed, the interest of the Underwriter and its associates if the Underwriter was required to subscribe for the full Underwritten Amount would represent approximately 13.18% of the voting power in the Company. This assumes that no Existing Options are exercised or Convertible Notes converted.

As set out in section 2.12, Samuel Holdings has agreed to sub-underwrite up to 24,537,500 New Shares under the Entitlement Offer.

As a result of the Sub-Underwriting Agreement, even in circumstances where no other Shareholder other than Samuel Holdings subscribes for their Entitlement and no New Shares are issued pursuant to the Additional Offer, the Underwriter and its associates’ voting power would represent approximately 11.54% even if it was required to take up all of the remaining Shortfall pursuant to the Underwriting Agreement.

In addition:

• (a) the Underwriter is expected to enter into sub-underwriting agreements with a number of parties to disperse any Entitlement Shortfall;

• (b) those Directors of the Company who hold shares in the Company have indicated their intention to take up some or all of their Entitlements under the Entitlement Offer; and

• (c) Eligible Shareholders are entitled to subscribe for New Shares in addition to their Entitlement under the Entitlement Shortfall Facility.

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Together, these will reduce the number of New Shares required to be taken up by the Underwriter under the Entitlement Offer.

Effect on Relevant Interest of Substantial Shareholders

As at the date of this Prospectus the Company has received substantial shareholding notices from the following parties:

Shareholder	Number of Shares	%
Nicholas Mather*	140,178,193	18.29
Tenstar Trading Limited	144,902,064	18.90
Samuel Terry Asset Management Pty Ltd	39,907,520	5.21

* Nicholas Mather’s interests are held directly and indirectly, including through Samuel Holdings, a sub-underwriter to the Entitlement Offer.

If the Entitlement Offer is fully subscribed and the interests associated with Nicholas Mather, a director of the Company (the Mather Interests ), and Tenstar Trading Ltd ( Tenstar ) subscribe for all of their Entitlements pursuant to the Entitlement Offer, there will be no change to their Relevant Interests in DGR Shares.

The Mather Interests includes Samuel Holdings. Samuel Holdings has agreed to partially subunderwrite the Entitlement Offer up to $1,963,000 (which will include Samuel Holdings’ Entitlement under the Entitlement Offer and the Entitlement of any associate of Samuel Holdings).

If the Mather Interests subscribe for all of their Entitlements pursuant to the Entitlement Offer, but not all Eligible Shareholders subscribe for their Entitlements, and Samuel Holdings is called on to subscribe for some or all of its sub-underwriting commitment, the Mather Interests’ Relevant Interest in the Company will increase. The potential increase in the Mather Interests’ Relevant Interest if none of the other Eligible Shareholders participate in the Entitlement Offer (other than Tenstar), is detailed in Table 1 below.

If Tenstar does not fully participate in the Entitlement Offer, its Relevant Interest will reduce. Tenstar has provided a firm commitment to the Underwriter to subscribe for its full Entitlement under the Entitlement Offer.

Set out below are the Entitlements of the Shareholders that comprise the Mather Interests and Tenstar, together with the New Shares to be taken up by Mather Interests under the subunderwriting commitment.

Shareholder	Entitlement	Sub-underwritten Shares excluding sub- underwriters and associates Entitlement
Mather Interests (excluding Samuel Holdings)	8,589,683	0
Samuel Holdings	14,675,628	1,174,467
Tenstar Trading Limited	24,150,344	0

Tables 1 and 2 below set out the number of Shares and potential voting power that the Mather Interests and Tenstar respectively could obtain in DGR based in various scenarios:

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Table 1 – Assumes the Mather Interests and Tenstar each take up their full Entitlements, but no other Eligible Shareholder takes up their Entitlement (resulting in Samuel Holdings subscribing for the Shortfall under the sub-underwriting commitment on the basis set out in sections 2.12 and 8.7 of this Prospectus)

	Mather Interests		Tenstar
	Shares	%	Shares	%
Current holding	140,178,193	18.29	144,902,064	18.90
Entitlement	23,363,033		24,150,344
Sub- underwriting	1,174,467		0
Holding post Entitlement Offer(4)	164,715,693	18.42	169,052,408	18.90

Notes:

• (1) Samuel Holdings sub-underwriting commitment will be reduced by Applications received from Samuel Holdings or its associates – refer to sections 2.12 and 8.7 for further details.

• (2) These numbers assume that no New Options that are issued to the relevant parties are exercised. If any of the New Options are exercised, then the relevant parties’ percentage holdings may increase.

• (3) These numbers assume that no New Shares will be issued under the Additional Offer. To the extent any New Shares are issued under the Additional Offer, the interests of the Mather Interests will reduce (as related parties cannot participate in the Additional Offer). The interests of Tenstar will also reduce to the extent that Tenstar does not participate in the Additional Offer.

Table 2 – Assumes that the Mather Interests, Tenstar, and all other Eligible Shareholders take up their Entitlement each take up their full Entitlements (resulting in Samuel Holdings not subscribing for any Shortfall under the Underwriting Agreement)

	Mather Interests		Tenstar
	Shares	%	Shares	%
Current holding	140,178,193	18.28	144,902,064	18.90
Entitlement	23,363,033		24,150,344
Underwriting	0		0
Holding post Entitlement Offer(4)	163,541,226	18.28	169,052,408	18.90

Notes:

• (1) These numbers assume that no New Options that are issued to the relevant parties are exercised. If any of the New Options are exercised, then the relevant parties’ percentage holdings may increase.

• (2) These numbers assume that no New Shares will be issued under the Additional Offer. To the extent any New Shares are issued under the Additional Offer, the interests of the Mather Interests will reduce (as related parties cannot participate in the Additional Offer). The interests of Tenstar will also reduce to the extent that Tenstar does not participate in the Additional Offer.

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The Directors understand that, should Samuel Holdings’ holding increase upon completion of the Entitlement Offer, its present intentions are to procure that the Company will:

• (a) generally continue the business of the Company;

• (b) not make any material changes to the business of the Company; and

• (c) continue the employment of the Company’s present employees.

The Directors do not expect that the potential effects on control outlined above will result in any material change to the Company’s current objectives and proposed actions.

5.7 Takeovers provisions

The Company does not expect that any shareholder will have a relevant interest in more than 20% of the issued capital upon completion of the Offers. If for any reason Samuel Capital were to acquire a relevant interest in more than 20% of the issued capital, the Company understands that Samuel Holdings intends to rely on the “underwriting of fundraising” exception to Section 606 of the Corporations set out in item 13 of section 611, and the general exception for the issue of securities to an underwriter of a rights issue as set out in item 10 of section 611. See section 8.10 for more details.

5.8 FATA

The Company notes that if any foreign shareholder (including Tenstar) acquires an interest of 20% or more in the Company, it may require approval pursuant to the FATA. Accordingly, the Company will not allow any foreign shareholder to acquire more than 19.99% of the Company’s issued share capital without evidence of any required approval under the FATA or where a relevant exemption applies such that approval under the FATA is not required. See section 8.9 for more details.

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6. Risk factors

6.1 Introduction

The activities of the Company, as in any business, are subject to risks which may impact on its future performance. The Company has appropriate actions, systems and safeguards for known risks, however, some are outside its control.

Prior to making any decision to accept the Entitlement Offer, Eligible Shareholders and Nominated Investors should carefully consider the risk factors which the Company has previously disclosed (many of which are listed below), as well as those risks of which the Eligible Shareholders and Nominated Investors are aware, or should be aware of, through their own knowledge and enquiries.

Some of the risks may be mitigated by the Company using safeguards and appropriate systems and taking certain actions. However, as noted above and previously, some of the risks are outside the control of the Company and are not capable of mitigation. There are also general risks associated with any investment in shares.

There can be no guarantee that the Company will achieve its stated objectives or that any forward-looking statements will eventuate. An investment in a business with limited operating history, such as DGR, is considered speculative and an investor could lose most or all of any investment. There are also general risks associated with any investment in shares. More specifically, the risks are that:

• (a) the price at which the Applicant is able to sell the New Shares is less than the price paid due to changes in market circumstances;

• (b) the Applicant is unable to sell the New Shares;

• (c) the Company is placed in receivership or liquidation making it reasonably foreseeable that Shareholders could receive none, or only some of their initial investment; and

• (d) the Company fails to generate sufficient profit in order to pay dividends.

In the event of insolvency, the holders of fully paid ordinary shares would not normally be liable to pay money to any person. An exception could occur where a distribution, such as a dividend, has been made to Shareholders in circumstances where the Company was unable at that time to meet the solvency test set out in the Corporations Act. In that case, a liquidator may call for a return of such distributions.

Potential investors should therefore carefully consider all associated risks before applying for New Shares under this Prospectus and should consider their personal circumstances (including financial and taxation issues) and seek advice from their stockbroker, accountant, solicitor or other professional advisers before deciding whether to invest.

A number of material risk factors which may adversely affect the Group and the value of the New Shares offered under this Prospectus are set out in this section. The risks listed below (and previously disclosed by the Company) should not be taken as exhaustive of the risks faced by the Company. Factors other than those listed may in the future materially affect the financial performance of the Company and the value of the New Shares.

6.2 General Risks

An investment in the New Shares should be considered speculative due to the nature of the mining industry generally. Resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. There can be

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no assurance that the Company’s intended exploration targets will lead to the development of mining operations.

The operations of the Company in developing and commissioning a mine may be affected by a range of factors including the failure to obtain all government approvals (to commence mining), protected grades in exploration, mining and processing, technical difficulties encountered in commissioning and operating plant and equipment, mechanical failure, metallurgical problems which affect extraction rates and costs, adverse weather conditions, industrial and environment accidents, industrial disputes, unexpected shortages or increases in the cost of consumables, spare parts, plant and equipment.

A summary of the major general risks is described below:

(a) Dilution

Shareholders should be aware that to the extent that they do not accept their Entitlements in full, a Shortfall will arise and all or part of any Shortfall may be placed by the Company, in consultation with the Underwriter, to other parties in which case their interest in the Company may be significantly diluted (see section 5.5 for further details). Further the Entitlement Offer is not being extended to Shareholders with registered addresses outside of Australia, New Zealand, Papua New Guinea, Singapore, United Kingdom and Jersey (Channel Islands) and the holdings of those Shareholders in the Company will be diluted by the Entitlement Offer[11] . Given the terms of the Entitlement Offer, the interests of a Shareholder in the Company may be diluted by up to 14.3% in the event that they elect not to accept their Entitlement in full if the Entitlement Offer is fully subscribed or alternatively, any Shortfall is fully placed or 20.9% if the Additional Offer is fully subscribed.

Acceptance of Entitlements or the placement of any Shortfall may also result in existing Shareholders or new investors significantly increasing their interest in the Company or obtaining a substantial interest in the Company. However, the Shortfall will only be placed to the extent that such placement will not result in a party being in breach of either:

• (1) the Takeover Provisions (see section 8.10); or

• (2) the FATA (see section 8.9).

The Company will work in consultation with the Underwriter during and after the Retail Entitlement Offer in order to secure commitments to place, and subsequently to place, any Shortfall of New Shares not subscribed for by Eligible Shareholders.

(b)

Share Market Risk

The market price of listed securities can be expected to rise and fall in accordance with general market conditions and factors specifically affecting the Australian resources sector and exploration companies in particular. The New Shares carry no guarantee in respect of profitability, dividends, return on capital, or the price at which they may trade on the ASX.

There are a number of factors (both national and international) that may affect the share market price and neither the Company nor its Directors have control of those factors.

11 However the Company notes that the Additional Offer may be extended to Nominated Investors in other jurisdictions. For more information see section 3.10.

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(c) General Economic Conditions

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that economic climate include the general level of economic activity, interest rates, inflation, supply and demand, industrial disruption and other economic factors, such as the impact of the COVID-19 pandemic. The price of commodities will also be of particular relevance to the Company. These factors are beyond the control of the Company and the Company cannot, with any degree of certainty, predict how they will impact on the Company.

(d) Share price fluctuations

The market price of the Company’s Shares will be subject to varied and often unpredictable influences in the share market. Both domestic and world economic conditions may affect the performance of the Company. Factors such as the level of industrial production, inflation and interest rates impact all commodity prices including minerals. Similarly, because the substantial assets of DGR are investments in other listed companies, variations in the market prices of those companies may also impact on the share price of DGR from time to time.

(e) Unforeseen expenses

While the Company is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

6.3 Risks specific to an investment in the Company

In addition to the general risks noted in section 6.2, Eligible Shareholders should be aware of risks specific to an investment in the Company, which may include, but are not limited to the following:

(a) Tribeca Convertible Note Facility

The Company has the Tribeca Note Facility with Tribeca. Currently, the Tribeca Note Facility is fully drawn to $10,000,000 and the Company is fully compliant with the terms of the Tribeca Note Facility. However, the Tribeca Note Facility matured on 6 October 2020 and is repayable in accordance with its terms within 20 business days being on or before 3 November 2020. As at the date of this Prospectus Tribeca has indicated that it is not amenable to extending either the facility itself or the date for its repayment, nor replacing it on terms which are acceptable to the Company. The Tribeca Note Facility is secured over the Company’s shareholding in IRR which is listed on AIM[12] (the Share Security ). As at the date of this Prospectus, the value of the Company’s shareholding in IRR exceeds the amount owing under the Tribeca Note Facility. However currently the market for IRR securities is thinly traded. Accordingly, even if Tribeca was to exercise its rights under the Share Security, it may not recover an amount sufficient to satisfy the amounts owing by the Company under the Tribeca Note Facility. Therefore if the Company does not raise funds pursuant to the Offers under this Prospectus or through other sources, which are sufficient to repay amounts owing under the Tribeca Note Facility on 3 November 2020, Tribeca will be entitled to sue the Company to recover the outstanding amounts, in addition to exercising its rights under the Share Security. A judgement debt secured against the Company, or a statutory demand served on the Company to repay that debt may have significant consequences for the Company’s ability to obtain the necessary funds from other sources in order to meet its day to day expenses as and when needed, in addition to funding its other operating and capital

12 Means the Alternative Investment Market operated by the London Stock Exchange.

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expenditure obligations. This scenario would raise questions about the Company’s ability to operate as a going concern. The Company has sought to mitigate this risk by securing underwriting for 100% of the Entitlement Offer.

(b)

Current and future sources of funding

The Company’s ability to raise further funding to meet both its operating and capital expenditure requirements, depends upon a number of different factors. Were the Company able to secure further debt financing, it would likely be required by the lender to accept negative pledges, covenants and other restrictions on its operating activities. The Company’s day to day operations (being the supply of administrative services and support to group companies), are unlikely to generate sufficient cash flow to meet the Company’s operating and capital expenditure needs in the near or medium terms. Meanwhile the Company’s ability to raise further equity financing is very sensitive to negative market sentiment.

As at the date of this Prospectus the global economic outlook will make it challenging for the Company to raise new equity capital in the near future. Of particular note from the perspective of the Company’s ability to raise future capital (either equity or debt), is the uncertainty arising from the spread of the COVID-19 virus and the reaction of both governments and financial markets to what has been declared a pandemic by the World Health Organisation[13] . Further the Company also notes that to the extent that the Company can raise further additional equity, that financing will dilute existing Shareholders.

Accordingly, there is no guarantee that the Company will be able to secure additional funding on terms favourable to the Company. If the Company is unable to obtain additional financing as required, it will be unable to continue to fund its existing projects, take part in capital raisings undertaken by its daughter entities, or take advantage of opportunities as they arise. Further, without additional funding the Company may not have sufficient working capital to be able to meet day to day expenses as and when needed.

(c) Armour Notes– poor demand impacting on ability to dispose of at full value

The Company is contemplating the possible sale of some or all of its holding of Armour Notes with a face value of $3.70m should it need to do so in order to fund ongoing operations. The Company has included the full value of those Armour Notes, less an impairment charge of $1,283,252, in its balance sheet (as at 30 June 2020) as a noncurrent asset. However as noted above, at the date of this Prospectus the global economy (particularly in light of the uncertainty arising from the spread of the COVID19) is facing significant challenges.

While the Company is hopeful of realising the Armour Notes as and when needed for their full face value, there is no guarantee that the Company will be able to find a buyer for all or any of those Armour Notes at their full face value or at all.

(d) Uganda Oil

1. Pursuant to the terms of the Deed of Indemnity and Guarantee, the Company is indemnifying Armour Energy for 83.18% of the Ugandan Licence Liability. In the event that Armour Energy (or if the Ugandan Licence has been transferred to Armour Uganda, then Armour Uganda) does not meet the Second Exploration Period Minimum Work Program by 13 September 2021, the Ugandan Licence Liability would be approximately US$7.5 million. In these

13World Health Organisation, Coronavirus Disease – Situation Report, 11 March 2020.

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circumstances the Company would be liable to Armour Energy for approximately US$6,238,500 (being 83.18% of the Ugandan Licence Liability). Given the volatility in foreign exchange markets is not possible to state what that liability would be in Australian dollars as at the date of this Prospectus.

1. Further pursuant to the terms of the Uganda Project Letter Agreement, Armour Energy would likely be looking to the Company to fund the Second Exploration Period Minimum Work Program, or at least 83.18% of it. It is likely the cost of completion of this Work Program would be significantly greater than the Ugandan Licence Liability. However, the markets for oil and gas are currently (and in general) volatile. Oil and gas prices are a direct function of global demand, and the cost and availability of contractors to carry out exploration drilling programs, are a reflection of those oil and gas prices. Accordingly, it is not possible currently to state what that liability would be as at the date of this Prospectus.

2. The Ugandan Government has agreed to a Uganda Licence Performance Guarantee of US$200,000, Armour Energy will look to the Company to fund at least US$166,360 (being 83.18% of US$200,000). Given the volatility in foreign exchange markets is not possible to state what that liability would be in Australian dollars as at the date of this Prospectus.

3. The Company understands that Armour Energy wrote to the Minister on 9 April 2020 invoking the force majeure provisions under section 188 of the Act and the PSA, in respect of all its obligations under the PSA generally, and its obligations to complete the 2D Seismic Survey in particular. The Event of Force Majeure (as defined in Armour Energy’s letter) was the COVID 19 pandemic which has disrupted and in some cases ceased supply chains and international travel, thus making it impossible for Armour Energy’s personnel to travel to Uganda. The PAU has acknowledged that Armour Energy has invoked these provisions.

(e) Impact of equity market conditions on value of the Company’s assets

A large percentage of the Company’s assets (by value), consists of listed securities, predominantly in daughter entities. The value of these listed securities can experience extreme price and volume fluctuations that are often unrelated to the operating performance of the issuers of those securities. In particular, the occurrence of the COVID-19 pandemic has resulted in significant market uncertainty in global equity markets. The effects of this pandemic are far reaching and uncertain outcomes may impact the value of the Company’s assets.

The market price of these assets may fall as well as rise. Those prices are subject to varied and unpredictable influences on the market for equities in general, as well as on the market for issued securities of companies in the same line of business as those companies in which the Company holds securities (being predominantly companies involved in resource exploration). To some degree, the Company relies on the ability to sell those securities should it have no other sufficient form of financing. If the market for those securities becomes illiquid, or their value drops significantly, this may adversely impact the Company’s ability to fund its on-going operational and capital expenditure needs.

(f) Institutional Entitlement Option Offer Risk

The New Options will constitute a new class of listed securities and accordingly are required to meet the requirements for quotation contained in the ASX Listing Rules. Relevantly, the ASX Listing Rules require in the case of quotation for additional

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securities which convert to Shares, that there to be a sufficient number of securities and holders of such securities (at least 100,000 securities and 50 holders with a Marketable Parcel excluding restricted securities). At the point of issue of the New Options the subject of the Institutional Entitlement Offer it is unlikely that there will be a sufficient number of holders by number and accordingly, it is likely that quotation will not be granted of such Institutional New Options until the settlement of the New Options the subject of the Retail Entitlement Offer.

(g)

Environmental regulations and risks

National and local environmental laws and regulations affect nearly all of the operations of the Company. These laws and regulations set various standards regulating certain aspects of health and environmental quality, provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to remediate current and former facilities and locations where operations are or were conducted. The Company will minimise the potential impact of these laws and regulations by taking steps to ensure compliance occurs and, where possible, by carrying appropriate insurance.

Significant liability could be imposed on the Company for damages, clean- up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of properties acquired by the Company or non-compliance with environmental laws or regulations.

(h) Insurance arrangements

The Company intends to maintain insurance within ranges of coverage the Company believes to be consistent with industry practice and having regard to the nature of activities being conducted. No assurance however, can be given that the Company will be able to obtain such insurance coverage at reasonable rates or that any coverage it arranges will be adequate and available to cover any such claims.

(i)

Exploration and evaluation risks

The Company has direct and indirect interests in numerous mining and exploration companies. Potential investors should understand that mineral exploration and development are high risk undertakings. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

(j)

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 its exploration programs. 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 Company’s to market.

(k)

Tenement risks

The rights to resource tenements carry with them various obligations which the holder is required to comply with in order to ensure the continued good standing of the tenement and, specifically, obligations in regard to minimum expenditure levels and responsibilities in respect of the environment and safety. Failure to observe these requirements could prejudice the right to maintain title to a given area and result in government action to forfeit a permit or permits.

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There is no guarantee that current or future exploration permit applications or existing permit renewals will be granted, that they will be granted without undue delay, or that the holder of the mineral tenements can economically comply with any conditions imposed on any granted exploration permits.

(l)

Land access risk

Land access is critical for exploration and evaluation to succeed. In all cases the acquisition of prospective tenements is a competitive business, in which propriety knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential.

Access to land for exploration purposes can be affected by land ownership, including private (freehold) land, pastoral lease and regulatory requirements within the jurisdictions where the Company, its subsidiaries or companies it holds interests in operate.

(m)

Title Risk

The exploration and prospecting permits and claims in which either the Company, its subsidiaries or companies it holds interests in has now, or may, in the future, acquire an interest, are subject to applicable local laws and regulations. There is no guarantee than any such claims, applications or conversions in which the Company, its subsidiaries or companies it holds interests in has a current or potential interest will be granted.

All of the projects in which the Company, its subsidiaries or companies it holds interests in has an interest will be subject to application for claim renewal from time to time. Renewal of the term of each claim is subject to applicable legislation. If the claim is not renewed for any reason, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on that claim.

(n)

Contractual and joint venture 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. As in any contractual relationship the ability for the Company to ultimately receive benefits from these contracts are dependent upon the relevant third party complying with its contractual obligations.

To the extent that such third parties default in their obligations, it may be necessary for the Company to enforce its rights under any of the contracts and pursue legal action. Such legal action may be costly and no guarantee can be given by the Company that a legal remedy will ultimately be granted on appropriate terms.

The Company may wish to develop its projects or future projects through joint venture arrangements, while a number of the Company’s projects are already the subject of joint venture arrangements. Any joint ventures entered into by, or interests in joint ventures assigned to the Company, could be affected by the failure or default of any of the joint venture participants.

Additionally, failure by contractors to perform in accordance with required timelines, may expose any project in which the Company its subsidiaries or companies it has an interest, to risk of forfeiture under applicable laws.

(o) Sovereign Risk

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Any future material adverse changes in government policies or legislation in Argentina, Australia, Ecuador, Solomon Islands, Uganda, Côte d’Ivoire, Ghana, Chad, Gabon or any other jurisdiction in which the Company, its subsidiaries or companies it holds interests in undertakes or may undertake operations that affect foreign ownership, mineral exploration, development or mining activities, may affect the viability and profitability of the Company and its projects.

(p)

Operational risks and costs

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.

Exploration has been and will continue to be hampered on occasions by unforeseen weather events, accidents, unforeseen cost changes, environmental considerations, natural events and other incidents beyond the control of the Company.

By its nature, the business of exploration is a highly speculative endeavour and involves significant risks. The Company’s, its subsidiaries or companies it holds interests in performance depends on the successful exploration and/or acquisition of resources or reserves, competent operational management and efficient financial management. Further, the nature of exploration can sometimes result in industrial accidents and other incidents beyond the control of the Company.

There can be no assurances that the Company’s, its subsidiaries or companies it holds interests in exploration programs described in this Prospectus or those relating to any projects or tenements that the Company may acquire in the future, will result in the discovery of a significant mineral target. Even if a significant target is identified, there is no guarantee that it will be viable for economic exploitation. Ultimate success depends on the discovery and delineation of economically recoverable mineral resources, establishment of efficient exploration operations, obtaining necessary titles and access to projects, as well as government and other regulatory approvals.

The exploration and mining activities of the Company, its subsidiaries or companies it holds interests in may be affected by a number of factors, including but not limited to geological conditions, seasonal weather patterns, technical difficulties and failures, continued availability of the necessary technical equipment, plant and appropriately skilled and experienced technicians, adverse changes in government policy or legislation and access to the required level of funding.

(q)

Management actions

The Directors of the Company will, to the best of their knowledge, experience and ability (in conjunction with their management) endeavour to anticipate, identify and manage the risks inherent in the activities of the Company, but without assuming any personal liability for same, with the aim of eliminating, avoiding and mitigating the impact of risks on the performance of the Company and its Securities.

However, there is no assurance that the Directors will be able to successfully avoid circumstances giving rise to an adverse effect on the assets, operations and ultimately the financial performance of the Company and the market price of its securities.

(r)

Government policy

Changes in relevant taxation, interest rates, other legal, legislative and administrative regimes, and Government policies in Uganda, Australia or any other jurisdiction in which the Company, its subsidiaries or companies it holds interests in undertakes or may undertake operations, may have an adverse effect on the assets, operations and

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ultimately the financial performance of the Company. These factors may ultimately affect the financial performance of the Company and the market price of its securities.

In addition to the normal level of income tax imposed on all industries, the Company its subsidiaries or companies it holds interests in may be required to pay government royalties, indirect taxes, GST and other imposts which generally relate to revenue or cash flows. Industry profitability can be affected by changes in government taxation policies.

Changing attitudes to environmental, land care, cultural heritage and indigenous land rights’ issues, together with the nature of the political process, provide the possibility for future policy changes. There is a risk that such changes may affect the Company’s, its subsidiaries or companies it holds interests in exploration plans or, indeed, its rights and/or obligations with respect to the tenements.

(s) Reliance on Key Personnel

The Company’s or its subsidiaries’ progress in pursuing its exploration and evaluation programmes within the time frames and within the costs structure as currently envisaged could be dramatically influenced by the loss of existing key personnel a failure to secure and retain additional key personnel as the Company’s exploration programme develops. The resulting impact from such loss would be dependent upon the quality and timing of the employee’s replacement.

Although the key personnel of the Company have a considerable amount of experience and have previously been successful in their pursuits of acquiring, exploring and evaluating mineral projects, there is no guarantee or assurance that they will be successful in their objectives pursuant to this Prospectus.

6.4 Speculative nature of Investment

The above list of risk factors is not to be taken as exhaustive of the risks faced by the Company or by Shareholders in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the New Shares offered under this Prospectus.

Accordingly, the New Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns, returns of capital or market value at any time. Shareholders should consider that an investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for New Shares.

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7. Rights and liabilities attaching to New Securities

7.1 Rights and liabilities attaching to New Shares

The rights attaching to ownership of the New Shares (and the Shares issued upon the exercise of the New Options) 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. The following is a summary of the principal rights of holders of the New Shares, subject to any special rights attaching to any class of share at a future time. This summary is not exhaustive, nor does it constitute a definitive statement of the rights and liabilities of the Company’s Shareholders.

(a) Voting

At a general meeting of the Company on a show of hands, every member present in person, or by proxy, attorney or representative has one vote and upon a poll, every member present in person, or by proxy, attorney or representative has one vote for every Share held by them.

(b) Dividends

The New Shares will rank equally with all other issued Shares in the capital of the Company and will participate in dividend out of profits earned by the Company from time to time. Subject to the rights of holders of shares of any special preferential or qualified rights attaching thereto, the profits of the Company are divisible amongst the holders of Shares in proportion to the Shares held by them irrespective of the amount paid up or credited as paid up thereon. The Directors may from time to time pay to Shareholders such interim dividends as in their judgment the position of the Company justifies.

(c) Transfer of the Shares

Generally, the New Shares in the Company will be freely transferable, subject to satisfying the usual requirements of security transfers on the ASX. The Directors may decline to register any transfer of Shares but only where permitted to do so under its Constitution or the ASX Listing Rules.

(d) Winding up

Upon accepting the Entitlement to New Shares and paying the Application Monies, Eligible Shareholders will have no further liability to make payments to the Company in the event of the Company being wound up pursuant to the provisions of the Corporations Act.

(e) Future increases in Capital

The allotment and issue of any new Shares is under the control of the Directors. Subject to the Listing Rules, the Company’s Constitution and the Corporations Act, the Directors may allot or otherwise dispose of new Shares on such terms and conditions as they see fit.

(f) Variation of Rights

At present, the Company has only ordinary Shares on issue. If the shares of another class were issued, the rights and privileges attaching to ordinary Shares could only be altered with the approval of a resolution passed at a separate general meeting of the holders of ordinary Shares by a three quarter majority of such holders or the written consent of the holders of at least three quarters of the ordinary Shares.

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• (g) General Meeting

Each holder of Shares will be entitled to receive notice of and to attend and vote at general meetings of the Company and to receive notices, accounts and other documents required to be furnished to Shareholders under the Company’s Constitution, the Corporations Act and the Listing Rules.

For more particular details of the rights attaching to ordinary Shares in the Company, investors should refer to the Constitution of the Company.

7.2 Rights attaching to New Options

The New Options are issued subject to the following terms:

• (a) Entitlement : Each New Option entitles the holder to subscribe for one Share upon exercise of the New Option.

• (b) Expiry Date: The New Options are exercisable on or before 25 September 2023 and will, except to the extent earlier exercised, lapse on that date.

• (c) Notice of Exercise : The New Options may be exercised by notice in writing to the Company on or before 25 September 2023 by delivering a duly completed form of notice of exercise (see paragraph (d) below) together with a cheque for the exercise price of $0.12 per New Option to the Company at any time prior to the expiry date.

• (d) Holding statements : Holding statements will be issued for the New Options. Both the option holding statement and the notice of exercise are required to be duly completed and sent to the Company or the Company’s Share Registry when exercising the New Options. If there is more than one New Option on a holding statement and prior to the expiry date those New Options are exercised in part, the Company will issue another holding statement for the balance of the options held and not yet exercised.

• (e) Exercise Price : The price for exercise of each New Option is $0.12 per Option.

• (f) Dividends : The New Option holders do not participate in any dividends unless the New Options are exercised and the resultant Shares of the Company are issued prior to the record date to determine entitlement to dividends.

• (g) Listing : The Company intends to seek listing of the New Options on ASX.

• (h) Issue of Shares: Upon a valid exercise of the New Options the Company will issue Shares ranking pari passu with the then issued Shares. The Company shall apply for listing of the resultant Shares issued upon exercise of any New Option on the ASX.

• (i)

• Transfer: The New Options may be transferred at any time.

• (j) Reconstruction : In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:

• (a) The number of New Options, the Exercise Price of the New Options, or both will be reconstructed (as appropriate) in a manner consistent with the Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will; not result in any benefits being conferred on the holders of the New Options which are not conferred on Shareholders of the Company: and

• (b) Subject to the provisions with respect to round of entitlements as sanctioned by a meeting of Shareholders of the Company approving a reconstruction of capital,

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in all other respects the terms for the exercise of the New Options will remain unchanged;

• (k) Pro rata issue : If there is a pro rata issue (except a bonus issue), the Exercise Price of the New Option may be reduced according to the following formula.

O[n] = O – E [P – (S + D)]

N + 1

Where:

O[n] = the new exercise price of the New Option;

O = the old exercise price of the New Option;

E = the number of underlying securities into which one New Option is exercisable;

P = the volume weighted average market price per security of the underlying securities during the 5 trading days ending on the day before the ex right date or the ex entitlements date;

S = the subscription price for a security under the pro rata issue;

D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue;

N = the number of securities with rights or entitlement that must be held to receive a right to one new security.

• (l) Bonus Issue : If there is a bonus issue to the holder of Shares, the number of Shares over which the New Option is exercisable may be increased by the number of Shares which the option holder would have received if the New Option had been exercised before the record date for the bonus issue.

• (m) Participation in new issues: New Option Holders do not have any right to participate in new issues of securities in the Company made to Shareholders generally. The Company will, where and only to the extent required pursuant to the Listing Rules, provide New Option Holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to Shareholders generally) to exercise the New Options, in accordance with the requirements of the Listing Rules.

• (n) Change of terms : The terms of the New Options shall only be changed if holders (whose votes are not to be disregarded) of Shares approve of such a change. However, the terms of the New Options shall not be changed to reduce the Exercise Price, increased the number of Options or change and period for exercise of the New Options.

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8. Additional information

8.1 Transaction specific prospectus

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 ASX Listing Rules.

This Prospectus is issued under section 713 of the Corporations Act. This section enables disclosing entities to issue a prospectus 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 Prospectus or options to acquire such Securities. Apart from formal matters, this Prospectus need only contain information relating to the terms and conditions of the Entitlement Offer, the effect of the Entitlement Offer on the Company and the rights and liabilities attaching to the New Shares and New Options.

Copies of the documents lodged by the Company with ASIC may be obtained from, or inspected at an office of ASIC.

The Company will provide a copy of any of the following documents, free of charge, to any person who asks for a copy of the document before the Closing Date in relation to this Prospectus:

• (a) audited financial statements for the Company for the year ended 30 June 2020;

• (b) reviewed half-yearly financial statements for the Company for the period ending 31December 2019; and

• (c) any other financial statements lodged in relation to the Company with ASIC and any continuous disclosure notices given by the Company to ASX, in the period starting immediately after lodgement of the annual financial report of the Company for the period ended 30 June 2020, and ending on the date of lodgement of this Prospectus with ASIC.

8.2 ASX Information and Share information

The ASX Announcements that the Company has made since 30 September 2020 are set out in Appendix A of this Prospectus. Copies of ASX announcements made by the Company may be obtained on the ASX website or the Company’s website: http://www.dgrglobal.com.au.

The highest and lowest prices of shares in the Company on the ASX in the six month period before the date of this Prospectus and the respective dates of those sales are set out below.

	High (cents)	Low (cents)	Volume weighted average (cents)
One month	10.5	6.8	8.00
Three months	10.5	5.6	7.53
Six months	10.5	5.3	7.01

The last market sale price of Shares as at 5 October 2020 (the last trading day before lodgement) was $0.096.

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8.3 Directors’ interests

The nature and extent of the interest (if any) that any of the Directors of the Company hold, or held at any time during the last 2 years in:

• (a) the formation or promotion of the Company;

• (b) property acquired or to be acquired by the Company in connection with:

• (a) its formation or promotion; or

• (b) the Entitlement Offer; or

• (c) the Entitlement Offer,

is set out below.

Other than as set out below or elsewhere in this Prospectus, no one has paid or agreed to pay any amount, and no one has given or agreed to give any benefit to any Director or proposed Director:

• (a) to induce them to become, or to qualify as, a Director of the Company; or

• (b) for services provided by a Director in connection with:

• (a) the formation or promotion of the Company; or

• (b) the Entitlement Offer.

Set out below are details of the interest of the Directors in the Securities of the Company immediately prior to lodgement of the Prospectus with the ASIC. Interest includes those Securities held directly and indirectly. The table does not take into account any New Shares or New Options that the Directors may acquire under the Entitlement Offer.

Director	Number of Shares	Number of Existing Options
Nicholas Mather	140,178,193	9,297,065
Brian Moller	9,068,274	2,718,166
Vincent Mascolo	12,062,500	2,915,625
Ben Cleary	1,250,000	2,375,000

8.4 Directors Fees

Set out below is the remuneration paid to the current Directors of the Company and their associated entities for the past two years.

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Director	Financial Year ending 30 June 2019 Base fees/salary ($)	Financial Year ending 30 June 2020 Base fees/salary ($)	Year to 30 September 2020 Base fees/salary ($)
Nicholas Mather	300,000	300,000	75,000
Brian Moller	50,000	50,000	12,500
Vincent Mascolo	50,000	50,000	12,500
Ben Cleary	50,000	50,000	12,500

Notes: The above disclosure relates only to current Directors and does not include directors who resigned during the periods shown.

The Board considers that these fees are reasonable remuneration pursuant to section 211 of the Corporations Act and accordingly, member approval is not required.

Details of the intention of Directors to participate in the Entitlement Offer is set out in section 1.13.

8.5 Related party transactions

From time to time the Company may be party to transactions with related parties including:

• (a) employment and service arrangements; and

• (b) payment of Directors fees.

The Company believes that it has made appropriate disclosure of past related party transactions and other than any further disclosure specifically set out below or made elsewhere in this Prospectus does not intend to make any further disclosure of such transactions which transactions will have either proceeded on an “’arm’s length” basis, reasonable remuneration basis or been approved by Shareholders in general meeting.

The Company discloses the following transactions with related parties which have either proceeded on an “’arm’s length” or reasonable remuneration basis or have been approved by Shareholders in general meeting. The transactions are:

• (a) proposed capital issues to Directors or interests associated with Directors;

• (b) employment agreements with related parties; and

• (c) payment of Directors’ fees to Non ‐ executive Directors.

8.6 Underwriting Agreement .

By an agreement between the Underwriter and the Company (the Engagement Letter ) the Underwriter has agreed to act as lead manager in respect of the Entitlement Offer and Additional Offer.

The responsibilities of the Underwriter pursuant to the terms of the Engagement Letter include:

• (a) arranging and lead managing the Offers;

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• (b) advising the Company on the appropriate strategy and timing for the Offers;

• (c) determining key investor issues and coordinating appropriate responses / information in order to mitigate these issues;

• (d) assistance in preparation of documentation for the Offers;

• (e) co-ordinating the marketing roadshow for the Offers including assistance in the preparation of a roadshow presentation;

• (f) conducting initial marketing to core investors in advance of the Offers;

• (g) monitoring and analysing the Company’s share trading activity in the lead up to the announcement of the Offers and thereafter, including communication with investors as necessary to gauge sentiment and address any company-specific issues;

• (h) identifying the key selling messages and marketing the Offers;

• (i) assistance in the preparation of relevant ASX releases;

• (j) (in conjunction with the Company’s legal advisors) assisting in any dealings with the ASX and ASIC;

• (k) liaising with legal, accounting, and other advisors to ensure a timely and effective equity raising structure;

• (l) coordinating the bids and, in consultation with the Company, determining the final allocations for the Additional Offer; and

• (m) providing such other assistance to the Company with the Offers as agreed from time to time.

Under the terms of a further agreement between the Company and the Underwriter (the Underwriting Agreement ), the Underwriter has agreed to fully underwrite the Entitlement Offer to the amount of $10,220,602 (the Underwritten Amount ).

Under the terms of both the Engagement Letter and the Underwriting Agreement, the Company will pay the Underwriter the following fees:

• (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 : subject to obtaining shareholder approval, the Company must issue to the Underwriter or its nominees the Underwriter Options representing two (2) Options for every $1 of the amount raised by the Company under the Offers.

Any of the above fees may, at the election of the Underwriter but subject to shareholder approval being obtained (if required), be satisfied by the issue to the Underwriter of so many shares as

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equal to the relevant fee divided by the Issue Price. If shares are so issued, the Underwriter is entitled to 1 for 2 free attaching options, subject to any necessary shareholder approvals.

In addition, the Underwriter is entitled to be reimbursed for its legal costs (capped at $10,000) and other reasonable expenses incurred in connection with Entitlement Offer.

The Underwriter may apply any funds paid in respect of applications for Shares received by the Underwriter, or a related body corporate of the Underwriter, by reason of delivery versus payment occurring through CHESS in respect of those Shares on Completion in satisfaction of the obligations of the Company.

The Underwriter also agrees that sub--underwriting fees with respect to the Underwritten Amount will be paid from the Underwriting Fee and the Option Fee by the Underwriter.

The Company has given indemnities, warranties and covenants to the Underwriter which are of a type and form that is usual in, as the case may be, an Engagement Letter or Underwriting Agreement of this type.

As regards the terms of the Underwriting Agreement in particular (and using same the same definitions and clauses as in the Underwriting Agreement):

Conditions precedent

The Underwriter’s obligations to subscribe for Shares from the Shortfall is conditional on the Company providing the Underwriter with a Shortfall Notice and Closing Certificate on the Shortfall Notification Date in accordance with the terms of the Underwriting Agreement.

Termination

The obligation of the Underwriter to fully underwrite the Entitlement Offer to the Underwritten Amount is subject to certain events of termination. The Underwriter may terminate its obligations under the Underwriting Agreement if any of the following events occurs:

• (a) S & P/ASX 200 Index fall : if the S & P/ASX 200 Index is, at any time after the date of this Agreement, prior to the Allotment Date more than 10% below the level of that Index at the close of ASX trading on the Trading Day before the date of lodgement of the Prospectus;

• (b) adverse change : any material adverse change occurs in the assets, liabilities, share capital, share structure, financial position or performance, profits, losses or prospects of the Company and the Group (insofar as the position in relation to an entity in the Group affects the overall position of the Company) from those respectively disclosed in the Accounts, Prospectus or the Public Information, including:

• (1) any material adverse change in the reported earnings or future prospects of the Company or an entity in the Group;

• (2) any material adverse change in the nature of the business conducted by the Company or an entity in the Group; or

• (3) the insolvency or voluntary winding up of the Company or an entity in the Group or the appointment of any receiver, receiver and manager, liquidator or other external administrator; or

• (4) any material adverse change to the rights and benefits attaching to Shares; or

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• (5) any change that may have a Material Adverse Effect.

• (c) withdrawal : The Company withdraws the Prospectus or terminates the Entitlement Offer;

• (d) repayment : any circumstance arises after lodgement of the Prospectus that results in the Company either repaying the money received from applicants (other than to applicants whose applications were not accepted in whole or in part) or offering applicants an opportunity to withdraw their applications for New Shares the subject of the Entitlement Offer and be repaid their application money; or

• (e) no certificate : The Company does not provide a Closing Certificate in the manner required under the Underwriting Agreement;

• (f) capital structure : other than as contemplated by the Prospectus, the Company or any Related Body Corporate of the Company takes any steps to alter its capital structure without the prior written consent of the Underwriter;

• (g) judgment : a judgment in an amount exceeding $100,000 is obtained against the Company or a Related Body Corporate of the Company and is not set aside or satisfied within 21 days;

• (h) process : any distress, attachment, execution or other process of a Governmental Agency in an amount exceeding $100,000 is issued against, levied or enforced upon any of the assets of the Company or a Related Body Corporate of the Company and is not set aside or satisfied within 21 days;

• (i) financial assistance: The Company or a Related Body Corporate passes or takes any steps to pass a resolution under section 260B of the Corporations Act, without the prior written consent of the Underwriter;

• (j) suspends payment : The Company or a Related Body Corporate of the Company suspends payment of its debts generally;

• (k) insolvency : The Company or a Related Body Corporate 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;

• (l) arrangements : The Company or a Related Body Corporate of the Company enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;

• (m) ceasing business : other than as contemplated by the Prospectus, the Company or a Related Body Corporate of the Company ceases or threatens to cease to carry on business;

• (n) disclosures in the Prospectus : a statement contained in the Prospectus is materially misleading or deceptive, or a matter required by the Corporations Act is omitted from the Prospectus;

• (o) market conditions : 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

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economic conditions, in each case the effect of which is that, in the reasonable opinion of the Underwriter reached in good faith after consultation with the Company, it is impracticable to market the Entitlement Offer or to enforce contracts to issue, allot or transfer the New Shares or that the success of the Entitlement Offer is likely to be adversely affected;

• (p) disclosures in Due Diligence Questionnaire: any information supplied by or on behalf of the Company to the Underwriter in relation to the Group or the Entitlement Offer as part of the due diligence process is or becomes materially misleading or deceptive;

• (q) material contracts : termination (other than those that terminate due to the effluxion of time) or a material amendment of any material contract of the Company in both cases which have a material adverse effect on the Company;

• (r) hostilities : 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;

• (s) general trading suspensions : 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;

• (t) change in management : a change in the board of Directors of the Company occurs to which the Underwriter does not consent within 5 Business Days of the change, which consent shall not be unreasonably withheld or delayed;

• (u) legal proceedings and offence by Directors : any of the following occurs:

• (1) material legal proceedings are commenced against the Company; or

• (2) any Director is disqualified from managing a corporation under section 206A Corporations Act; or

• (v) change to constitution : other than as contemplated by the Prospectus, prior to the Allotment Date, a change to the constitution of the Company or the Company’s capital structure occurs without the prior written consent of the Underwriter;

• (w) compliance with regulatory requirements : a material contravention by the Company or any entity in the Group of the Corporations Act, the Listing Rules, its constitution or any other applicable law or regulation;

• (x) Prospectus to comply : The Prospectus or any aspect of the Entitlement Offer does not materially comply with the Corporations Act, the Listing Rules or any other applicable law or regulation;

• (y) notifications : any of the following notifications are made:

• (1) an application is made by ASIC for an order under Part 9.5 Corporations Act in relation to the Prospectus or ASIC commences any investigation or hearing

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under Part 3 Australian Securities and Investments Commission Act 2001 (Cth) in relation to the Prospectus; and

• (2) the Company or an entity in the Group issues a public statement concerning the Entitlement Offer which has not been approved by the Underwriter as provided for in the Underwriting Agreement; or

• (z) breach : The Company breaches any of their material obligations under this Agreement;

• (aa) representations and warranties : any representation or warranty contained in this Agreement on the part of the Company is breached or becomes false, misleading or incorrect to a material extent;

• (bb) prescribed occurrence : an event specified in section 652C(1) or section 652C(2) Corporations Act, but replacing ‘target’ with ‘Company’; or

• (cc) timetable : an event specified in the Timetable is delayed for more than 3 Business Days other than as the result of actions taken by the Underwriter (unless those actions were requested by the Company) or the actions of the Company (where those actions were taken with the Underwriter’ prior consent).

• (dd) change in laws : any of the following occurs which does or is likely to prohibit, materially restrict or regulate the Entitlement Offer or materially reduce the likely level of valid Applications or materially affects the financial position of the Company or has a Material Adverse Effect of the success of the Entitlement Offer:

• (1) the introduction of legislation into the Parliament of the Commonwealth of Australia or of any State or Territory of Australia; or

• (2) the public announcement of prospective legislation or policy by the Federal Government or the Government of any State or Territory or the Reserve Bank of Australia;

• (ee) failure to comply : The Company or any Related Body Corporate of the Company fails to comply with any of the following:

• (1) a provision of its Constitution;

• (2) any statute; and

• (3) any Agreement entered into by it.

8.7 Sub-Underwriting Agreement

The Underwriter has entered into a Sub-Underwriting Agreement with Samuel Holdings. The Underwriter also currently intends to seek to appoint additional unrelated sub-underwriters.

The key terms of the Sub-Underwriting Agreement with Samuel Holdings are:

• (a) as a sub-underwriter, Samuel Holdings has agreed to sub-underwrite up to 24,537,500 New Shares of the Shortfall on a general basis once all priority sub-underwriting commitments have first been satisfied; and

• (b) Samuel Holdings will receive a fee of 5% of the sub-underwritten amount from the Underwriter.

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The sub-underwriting commitment of Samuel Holdings will be reduced to the extent Samuel Holdings or any of its associates take up their Entitlements.

Details of the potential interests of Samuel Holdings if it is required to subscribe for their full commitment under the Sub-Underwriting Agreement are set out in section 5.6.

8.8 Interests of experts and advisers

This section applies to persons named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, promoters of the Company and stockbrokers or arrangers (but not subunderwriters) to the Entitlement Offer (collectively Prescribed Persons ).

Other than as set out below or elsewhere in this Prospectus, no Prescribed Person has, or has had in the last 2 years, any interest in:

• (a) the formation or promotion of the Company;

• (b) any property acquired or proposed to be acquired in connection with the formation or promotion of the Company or the Entitlement Offer; or

• (c) the Entitlement Offer of New Shares or New Options under this Prospectus.

Other than that as set out below or elsewhere in this Prospectus, no benefit has been given or agreed to be given to any Prescribed Person for services provided by a Prescribed Person in connection with the:

• (a) formation or promotion of the Company; or

• (b) Entitlement Offer of New Shares or New Options under this Prospectus.

Bizzell Capital Partners Pty Ltd has acted as Underwriter to the Entitlement Offer, in respect of which they are entitled to receive a fee under the Underwriting Agreement as set out in section 2.11 above.

HopgoodGanim Lawyers have acted as solicitors to the Offers and have performed work in relation to the Prospectus and in relation to preparing the due diligence and verification program and performing due diligence required on legal matters, however, they do not make any statement in this Prospectus. In respect of this work, the Company estimates that it will pay approximately $50,000 (excluding disbursements and GST) to HopgoodGanim Lawyers. Further amounts may be paid to HopgoodGanim Lawyers in accordance with its normal time based charges.

8.9 Limitation on foreign ownership and acquiring interests in Australian land corporations

• (a) A foreign person acquiring a substantial interest in an Australian entity

The only limitations under Australian law on the rights of non-Australian residents to hold or vote the Shares of an Australian company are set forth in the Foreign Acquisitions and Takeovers Act (the FATA ). The FATA regulates acquisitions giving rise to ownership of substantial amounts of a company’s shares.

Notification to the Treasurer is required under section 47(2)(b) of the FATA if a foreign person acquires a Substantial Interest in the Company (the Company being an “Australian entity” as defined in section 4 of the FATA).

A foreign person (as defined in section 4 of the FATA) is:

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• (a) an individual not ordinarily resident in Australia; or

• (b) a corporation in which an individual not ordinarily resident in Australia, a foreign corporation or a foreign government holds a substantial interest; or

• (c) a corporation in which 2 or more persons, each of whom is an individual not ordinarily resident in Australia, a foreign corporation or a foreign government, hold an aggregate substantial interest; or

• (d) the trustee of a trust in which an individual not ordinarily resident in Australia, a foreign corporation or a foreign government holds a substantial interest; or

• (e) the trustee of a trust in which 2 or more persons, each of whom is an individual not ordinarily resident in Australia, a foreign corporation or a foreign government, hold an aggregate substantial interest; or

• (f) a foreign government; or

• (g) any other person, or any other person that meets the conditions, prescribed by the regulations.

Under section 4 of the FATA a Substantial Interest is if a person holds an interest of at least 20% in the entity.

The Notification process requires a foreign person wishing to acquire a Substantial Interest to give notice in the prescribed form for approval thereof to the Australian Treasurer and receiving such approval or receiving no response within the prescribed time under the FATA after such application was made ( Approval ).

Accordingly, the Company will not issue any New Shares or New Options to a foreign person, if as a result of that issue the foreign person would acquire a Substantial Interest in the Company, unless the foreign person provides satisfactory evidence to the Company that the foreign person has received the necessary Approval or such approval is not required in the circumstances under the Foreign Acquisition and Takeover Regulations 2015 (Cth). The allocation policy to be applied by the Directors to the allocation Additional Entitlement Offer Shares from any Shortfall reflects this.

• (b)

• A foreign person acquiring an interest in an Australian land Corporation

The FATA also regulates the acquisition by a foreign person of an interest in Australian land , which includes acquisition of any interest in an Australian land corporation .

However, under Regulation 37(2) of the Foreign Acquisitions & Takeovers Regulations (the Regs ) provides an exemption in the case of an acquisition of an interest in Australian land by a foreign person if all of the following apply:

• (a) the acquisition is of an interest in Australian land that is an acquisition of an interest in shares or units in a land entity;

• (b) the land entity is or will be listed for quotation in the official list of a stock exchange (whether or not in Australia);

• (c) after the acquisition, the foreign person, alone or together with one or more associates, holds an interest of less than 10% in the land entity; and

• (d) the foreign person is not in a position:

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• to influence or participate in the central management and control of the land entity; or

• to influence, participate in or determine the policy of the land entity.

Under Regulation 5 a land entity means an agricultural land corporation, an agricultural land trust, an Australian land corporation or an Australian land trust.

The Constitution of the Company contains no limitations on a foreign person’s right to hold or vote the Company’s Shares.

8.10 Takeover Provisions

Section 606 of the Corporations Act prohibits the acquisition of a Relevant Interest in voting shares if, because of that acquisition, a person’s voting power in the company:

• (a) increases from under 20% to over 20%; or

• (b) increases from a starting point that is above 20%, and below 90%.

A person’s “voting power” in a body is determined in accordance with section 610 of the Corporations Act. A person’s voting power includes the total number of votes attached to all of the voting shares in the company in which that person or an associate has a Relevant Interest. For these purposes “associate” is defined in section 12 of the Corporations Act.

There are a number of exceptions to the prohibition in s606 which are set out in section 611. The most relevant of these for the purpose of the Offers are:

• (a) an acquisition that results from a rights issue, including an acquisition by an underwriter or sub underwriter of that rights issue (see item 10 of section 611). However this exception will not, in the context of the Offers, extend to the allocation and allotment of New Shares from the Shortfall other than to the Underwriter. The allocation policy to be applied by the Directors to the allocation of Additional Entitlement Offer Shares from any Shortfall reflects this; and

• (b) an acquisition that results from the issue of securities to an underwriter of an offer of securities made pursuant to a disclosure document (such as this Prospectus) (see item 13 of section 611).

8.11 Subsequent events

• (a) ASIC query as to the Company’s accounting treatment of its investment in SolGold and Aus Tin Mining

As noted in the Company’s Annual Report dated 30 September 2020 and lodged with ASX, ASIC has queried the Company’s accounting for its investments in SolGold plc (“SolGold”) and Aus Tin Mining Limited (“Aus Tin”). The Company has corresponded with ASIC responded to the queries raised by ASIC confirming that it believes that the accounting basis adopted for its investments in SolGold and Aus Tin is appropriate, with the last correspondence being sent by the Company to ASIC on 8 May 2020. As at the date of this Prospectus, the Company has not received a response from ASIC to that letter.

• (b) Tribeca Note Facility

Based on the Company’s calculations, the Tribeca Note Facility matured on 6 October 2020 ( Maturity Date ). Under the terms of the Tribeca Note Facility, the Company is required to repay the facility as soon as reasonably practical after the Maturity Date, but

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in any event not later than 20 Business Days after the Maturity Date. The Company therefore calculates the date for repayment of the Tribeca Note Facility as 3 November 2020. The Company notes that Tribeca has taken a position that the due date for repayment of the Tribeca Note Facility was 30 September 2020. The Company disputes Tribeca’s position regarding the due date for payment and, in any event, intends to apply part of the funds raised under the Offers for the purposes of repayment of the Tribeca Note Facility in accordance with its terms.

• (c) No other matters arising

There has not arisen, at the date of this Prospectus any item, transaction or event of a material or unusual nature not already disclosed in this Prospectus which is likely, in the opinion of the Directors of the Company to affect substantially:

• (a) the operations of the Company;

• (b) the results of those operations; or

• (c) the state of affairs of the Company.

8.12 Litigation

The Company is not engaged in any litigation which has or would be likely to have a material adverse effect on either the Company or its business.

8.13 Privacy

By submitting an Entitlement and Acceptance Form for shares you are providing to the Company personal information about yourself. If you do not provide complete and accurate personal information, your application may not be able to be processed.

The Company maintains the register of members of the Company through Link Market Services Limited an external service provider. The Company requires Link to comply with the National Privacy Principles with performing these services. The Register is required under the Corporations Act to contain certain personal information about you such as your name and address and number of shares and options held. In addition, the Company collects personal information from members such as, but not limited to, contact details, bank accounts and membership details and tax file numbers.

This information is used to carry out registry functions such as payment of dividends, sending annual and half yearly reports, notices of meetings, newsletters and notifications to the Australian Taxation Office. In addition, contact information will be used from time to time to inform members of new initiatives concerning the Company.

The Company understands how important it is to keep your personal information private. The Company will only disclose personal information we have about you:

• (a) when you agree to the disclosure;

• (b) when used for the purposes for which it was collected;

• (c) when disclosure is required or authorised by law;

• (d) to other members in the DGR group of companies;

• (e) to your broker;

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• (f) to external service suppliers who supply services in connection with the administration of the Register such as mailing houses and printers, Australia Post and financial institutions.

You have the right to access, update and correct your personal information held by the Company and Link, except in limited circumstances. If you wish to access, update or correct your personal information held by Link or by the Company please contact our respective offices.

If you have any questions concerning how the Company handles your personal information please contact the Company.

8.14 Expenses of the Offers

All expenses connected with the Offers are being borne by the Company. Total expenses of the Offers on the basis that the Entitlement Offer and Additional Offer are both fully subscribed, are estimated to be in the order of $1,072,736 (excluding GST) and are expected to be applied towards the items set out in the table below:

Item	$
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
Total capital raising fees	1,072,736

8.15 Consents and disclaimers

Written consents to the issue of this Prospectus have been given and at the time of this Prospectus 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 Prospectus as the Share Registry in the form and context in which it is named. It has had no involvement in the preparation of any part of this Prospectus other than recording its name as share registrar to the Company. It takes no responsibility for any part of the Prospectus other than the references to its name.

• Bizzell Capital Partners Pty Ltd ABN 38 118 741 012 has given and has not withdrawn its consent to be named in this Prospectus as Underwriter in the form and context in which it is named. It takes no responsibility for any part of the Prospectus other than references to its name.

• Samuel Holdings Pty Ltd has given and has not withdrawn its consent to be named in this Prospectus as a sub-underwriter in the form and context in which it is named. It takes no responsibility for any part of the Prospectus other than references to its name.

• HopgoodGanim Lawyers has given and has not withdrawn its consent to be named in this Prospectus as lawyers to the Offers in the form and context in which it is named. It takes no responsibility for any part of the Prospectus other than references to its name.

8.16 Directors’ statement

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This Prospectus is issued by DGR Global Ltd.

Each director has consented to the lodgement of the Prospectus with ASIC.

Signed on the date of this Prospectus on behalf of DGR Global Ltd by

==> picture [102 x 36] intentionally omitted <==

Brian Moller Non-Executive Director DGR Global Ltd

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9. Definitions & glossary

Terms and abbreviations used in this Prospectus have the following meaning:

Acceptance	An acceptance of Entitlements
Act	See definition ofPetroleum Act
Additional Entitlement Offer Options	New Options that may be issued to Shareholders who apply for New Shares under the Entitlement Shortfall Facility
Additional Entitlement Offer Shares	New Shares that may be issued to Shareholders who apply for New Shares under the Entitlement Shortfall Facility
Additional Entitlement Offer Securities	The Additional Entitlement Offer Shares and the Additional Entitlement Offer Options, or either of them as the context requires
Additional Offer	The broker firm offer pursuant to this Prospectus to Nominated Investors of New Shares at an Issue Price of $0.08 per New Share, together with 1 Attaching New Option for every two (2) New Shares allotted, exercisable at $0.12 on or before 25 September 2023 to raise approximately $6,000,000 before the costs of the Additional Offer
Additional Offer Closing Date	The date by which valid Applications must be received by the Share Registry, being 28 October 2020 or such other date determined by the Board and the Underwriter in accordance with the Listing Rules
AIM	Alternative Investment Market operated by the London Stock Exchange
Applicant	A person who submits an Entitlement and Acceptance Form or Application Form
Application Form	An application form in the form accompanying this Prospectus to acquire New Shares and attaching New Options pursuant to the Additional Offer
Application Money	The Issue Price multiplied by the number of New Shares applied for
Armour Notes	8.75% Fixed Rate Secured Amortising Notes due 29 March 2024, issued by Armour Energy, the terms of which are set out in the Information Memorandum issued by Armour Energy dated 27 March 2019
AEST	Australian Eastern Standard Time
Armour Energy	Armour Energy Ltd (ASX: AJQ)
Armour Uganda	Armour Energy (Uganda) – SMC Ltd (registration number 800200007008745), a company incorporated in the Republic of Uganda pursuant to section 18 (3) of the_Companies Act 2012_ (Uganda). Armour Energy (Uganda) – SMC Ltd is a wholly- owned subsidiary of Armour Energy International Pty Ltd ACN 622 043 654, which is in turn a wholly-owned subsidiary of Armour Energy
ASIC	Australian Securities & Investments Commission
ASX or Stock Exchange	ASX Limited
ASX Listing Rules	The official listing Rules of the ASX

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ASX Settlement	ASX Settlement Pty Ltd
Aus TinorANW	Aus Tin Mining Ltd (ASX: ANW)
Board	The board of Directors of the Company
Business Day	Either: (a) a day, other than a Saturday or Sunday, on which banks are open for general banking business in Brisbane; or (b) is defined in the Listing Rules, as the context requires
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 effected in paperless form
Company	DGR Global Ltd ACN 052 354 837
Constitution	The Constitution of the Company
Convertible Notes	Those convertible notes described in the section 2.20 and 5.4
Corporations Act	Corporations Act 2001(Cth)
Deed of Indemnity and Guarantee	The deed detailed in section 4.6
DGR	See definition ofCompany
Directors	The directors of the Company from time to time
Eligible Institutional Shareholder	A Shareholder as described in section 1.2
Eligible Retail Shareholders	A Shareholder as described in section 1.3
Eligible Shareholder	An Eligible Institutional Shareholder or Eligible Retail Shareholder
Engagement Letter	means the agreement between the Company and Bizzell Capital Partners Pty Ltd to act as Lead Manager to the Offers.
Entitlement	The entitlement to subscribe for New Shares (and where the context requires, New Options) under the Entitlement Offer and Entitledhas a corresponding meaning
Entitlement and Acceptance Form	An entitlement and acceptance form in the form accompanying this Prospectus
Entitlement Offer	The pro rata, non-renounceable offer to Eligible Institutional Shareholders and Eligible Retail Shareholders to subscribe for one (1) New Share for every for every six (6) Shares held (with one (1) free attaching New Option for every two (2) Shares allotted) at an Issue Price of $0.08 per New Share and includes both the Institutional Entitlement Offer and the Retail Entitlement Offer
Entitlement Offer Ratio	An Shareholder’s Entitlement to one (1) New Share for every six (6) Share held by that Shareholder
Entitlement Shortfall Facility	The facility described in sections 1.12 and 3.4 of this Prospectus under which Eligible Shareholders may apply for Additional Entitlement OfferShares andAdditional Entitlement

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	Offer Options in excess of their Entitlement, which Additional Entitlement Offer Securities will be allocated from the Shortfall if any
Exercise Price	$0.12 per New Option
Existing Options	All existing Options to subscribe for Shares currently on issue as at the date of this Prospectus
FATA	Has the meaning given to it in section 8.9
First Exploration Period	The First Exploration Period provided for under the PSA and ending on 13 September 2019
Form	See definition ofEntitlement and Acceptance Form
Fractional Entitlement	The extent to which the application of the Entitlement Offer Ratio to the Shareholding of an Eligible Shareholder results in that Eligible Shareholder being entitled to a fraction of a New Share
Group	The Company and each of its wholly owned or controlled subsidiaries
Ineligible Institutional Shareholder	A Shareholders who has been identified by the Company as a Professional or Sophisticated Shareholder but: • is in the United States and is a person (including nominees or custodians) acting for the account or benefit of a person in the United States; or • is ineligible under any applicable securities laws to receive the Entitlement Offer.
Institutional Entitlement	Entitlements under the Institutional Entitlement Offer
Institutional Entitlement Offer	The offer of Shares to Eligible Institutional Shareholders under the Entitlement Offer
Institutional Entitlement Offer Closing Date	The date by which valid acceptances from Eligible Institutional Shareholders must be received by the Company, being 13 October 2020 or such other date determined by the Board and the Underwriter in accordance with the Listing Rules
Institutional Entitlement Shortfall	The shortfall between the number of Shares applied for under the Institutional Entitlement Offer and the number of Shares offered to Eligible Intuitional Shareholders under the Institutional Entitlement Offer, together with the respective attaching New Options
IRR	IronRidge Resources Ltd (AIM:IRR)
Issue Price	When used in respect of each: (a) New Share applied for, then $0.08; and (b) New Option applied for or otherwise issued pursuant to the Offer then $0.00 (nil)
LSE	London Stock Exchange
Link	See definition ofShare Registry
Listing Rules	The official listing rules of the ASX

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Mather Interests	The interests associated with Nicholas Mather, a director of the Company, including through Samuel Holdings
Minimum Exploration Expenditure	The Minimum Exploration Expenditure for the First Exploration Period or the Second Exploration Period as the case may be, in each case set out under the PSA
Minimum Work Program	The Minimum Work Program for the First Exploration Period or the Second Exploration Period as the case may be, in each case set out under the PSA
Minister	The Minister in charge of the Ministry of Energy and Mineral Development in the cabinet of the Ugandan Government
New Option	An Option granted to Eligible Shareholders, or to Nominated Investors under the Additional Offer, to subscribe for a fully paid Share at an Exercise Price of $0.12 on or before the New Option Expiry Date, to be issued on the basis of one (1) New Option for every two (2) New Share allotted to the relevant Applicant under one of the Offers under this Prospectus as the context requires
New Option Expiry Date	25 September 2023
New Securities	The New Shares and New Options, or either of them as the context requires
New Shares	The Shares offered under one or more of the Offers made pursuant to this Prospectus, as the context requires
Nominated Investor	Clients of the Underwriter, which may include Eligible Shareholders, who are invited to make an Application for New Shares and New Options under the Additional Offer
Official List	The official list of entities that ASX has admitted and not removed
Official Quotation	Quotation on the Official List
Offers	The Entitlement Offer, the Shortfall Offer and the Additional Offer, or one or more of them as the context requires
Opening Date	The date of commencement of the Retail Entitlement Offer and Additional Offer, expected to be 19 October 2020
Option Holders	The holders of the Existing Options
Options	Options on issue in DGR from time to time
Parent Company Guarantee	The parent company guarantee dated on or about 11 January 2019 and provided by Armour Energy to the Ugandan Government as represented by the Ministry of Energy and Mineral Development, which guarantees the performance by Armour Uganda of its obligations under the Ugandan Licence
PAU	The Petroleum Authority of Uganda
Petroleum ActorAct	The_Petroleum (Exploration, development and Production) Act,_ _2013_of Uganda
Petroleum Regulations orRegulations	The_Petroleum (Exploration, development and Production)_ _Regulations, 2016_of Uganda
Production Sharing AgreementorPSA	The_Production Sharing Agreement for Petroleum Exploration, _Development and Production in the Republic of Uganda between the Ugandan Government and Armour Energy for the

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	Kanywataba Contract Area, dated 14 September 2017, which sets out the terms on which the Ugandan Licence is issued
Professional or Sophisticated Shareholder	A Shareholder who is a professional or sophisticated investor for the purposes of section 708 of the Corporations Act
Prospectus	This prospectus dated 12 October 2020 as modified or varied by any supplementary prospectus made by the Company and lodged with the ASIC from time to time and any electronic copy of this prospectus and supplementary prospectus
Record Date	14 October 2020
Register	Register of DGR’s members
Related Corporation	Related body corporate as that expression is defined in the Corporations Act
Related Entity	Has the meaning set forth in section 9 of the Corporations Act
Relevant Interest	Has the meaning given to that term in the Corporations Act
Retail Entitlement	Entitlements under the Retail Entitlement Offer
Retail Entitlement Offer	The offer of New Shares (with attaching New Options) to Eligible Retail Shareholders in accordance with this Prospectus as part of the Entitlement Offer
Retail Entitlement Offer Closing Date	The date by which valid Acceptances from Eligible Retail Shareholders must be received by the Share Registry, being 28 October 2020 or such other date determined by the Board and the Underwriter in accordance with the Listing Rules
Retail Entitlement Shortfall	The shortfall between the number of New Shares for which Entitlements are accepted under the Retail Entitlement Offer and the number of New Shares offered to Eligible Retail Shareholders under the Retail Entitlement Offer, together with the respective attaching New Options
Retail Shareholder	A Shareholder of the Company on the Record Date who is not an Eligible Institutional Shareholder or who was invited to participate in the Institutional Entitlement Offer but elected to take part in the Retail Entitlement Offer for all or part of their Entitlement
Samuel Holdings	Samuel Holdings Pty Ltd ACN 063 693 747 as trustee for the Samuel Discretionary Trust
Second Exploration Period	The Second Exploration Period provided for under the PSA which commenced on 14 September 2019 and which will end on 13 September 2021
Second Exploration Period Minimum Work Program	The Minimum Work Program as defined in the PSA for each of the First Exploration Period and the Second Exploration Period (each of which term is defined in the PSA), to be completed as a condition of the renewal of the Ugandan Licence by 13 September 2021, and specifically consisting of: • the completion of the 100 km lines of 2D seismic data (initially to have been completed by 13 September 2019); • drilling of one (1) exploration well at a location to be determined by the licensee following consultation, review and approval by the Ugandan Government and to a depth necessary for the valuation of the sedimentary section

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	established by available data is the deepest objective formation and consistent with Best Petroleum Industry Practices (as that term is used in the PSA); and • undertaking Geological, Geophysical and Geochemical studies (as those terms are used in the PSA)
Securities	Has the same meaning as in section 92 of the Corporations Act
Settlement Operating Rules	The operating rules of ASX Settlement
Share Registry	Link Market Services Limited
Shares	The ordinary shares on issue in the Company from time to time
Shareholders	The holders of Shares from time to time
Shortfall	The aggregate of the Retail Entitlement Shortfall and Institutional Entitlement Shortfall
Shortfall Facility	See definition ofEntitlement Shortfall Facility
Shortfall Offer	The offer of the Shortfall under this Prospectus
Takeover Provisions	Has the meaning given to it in section 8.10
TSX	Toronto Stock Exchange
Tribeca	Tribeca Investment Partners Pty Ltd ACN 080 430 100
Tribeca Note Facility	The Company’s existing convertible note facility with Tribeca
2D Seismic Survey	Has the meaning given to it in section 4.6
Ugandan Government	The lawful government of the Republic of Uganda
Ugandan Licence	Petroleum Exploration Licence No.1/2017 (Kanywataba Block) issued to Armour Energy by the Government of the Republic of Uganda pursuant to section 58 of the Act, which entitles the licence holder to undertake Exploration Activities (as defined in the Act) within the Contract Area (as that term is defined in the PSA) which was issued on or about 13 September 2017
Ugandan Licence Liability	An amount not exceeding US$7,500,000, for which the licensee of the Ugandan Licence is liable to the Ugandan Government pursuant to the terms of the Ugandan Licence, in the event that the licensee does not fulfil the Second Exploration Period Minimum Work Program
Uganda Licence Performance Guarantee	A Performance Guarantee (Bank Guarantee) in the form set out in Annex C of the PSA, guaranteeing the performance by the licensee of the Ugandan Licence Liability
Uganda Oil Project	The project further described in section 4.6
Uganda Project Letter Agreement	An agreement between the Company and Armour Energy dated on or about 8 September 2017, pursuant to which amongst other things: (1) Armour Energy holds the Ugandan Licence on trust for the Company subject to Armour Energy retaining a 16.82% interest; (2) Armour Energy will use its reasonable endeavours to procure the transfer of the Ugandan Licence to Armour Uganda; and

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	(3) further exploration or administration costs of the Uganda Oil Project will be funded by the Company as to 83.18% and Armour Energy as to 16.82%.
Underwriter	Bizzell Capital Partners Pty Ltd ABN 38 118 741 012
Underwriter Options	Options to subscribe for Shares in the Company on the same terms as the New Options
Underwriting Agreement	The agreement between the Underwriter and the Company summarised in Sections 2.11 and 8.6
Underwritten Amount	$10,220,602.

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10. Corporate directory

Directors and Company Secretary Solicitors to the Offers Mr Nicholas Mather ( Managing Director ) HopgoodGanim Lawyers Mr Vincent Mascolo ( Non-Executive Director ) Level 8, Waterfront Place Mr Brian Moller ( Non-Executive Director ) 1 Eagle Street Mr Ben Cleary ( Non-Executive Director ) Brisbane Qld 4000 Mr Karl Schlobohm ( Company Secretary ) Tel: +61 7 3024 0000 www.hopgoodganim.com.au Administration and Registered Office Share Registry DGR Global Limited Link Market Services Limited Level 27 Level 21 111 Eagle Street 10 Eagle Street Brisbane Qld 4000 Brisbane Qld 4000 Tel: +61 7 3303 0680 Tel: 1300 554 474 www.dgrglobal.com www.linkmarketservices.com.au Underwriter Bizzell Capital Partners Pty Ltd ABN 38 118 741 012 Level 21 Matisse Tower 110 Mary Street Brisbane QLD 4000 Tel: +61 7 3212 9200 www.bizzellcapital.com

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Appendix A

(ASX Announcements)

Date	Title of Announcement
2 October 2020	Expiry of ESOP Options
2 October 2020	SolGold Activity Update
2 October 2020	Appendix 2A Option Exercise
2 October 2020	Cleansing Statement
6 October 2020	Trading Halt
12 October 2020	Request for Voluntary Suspension

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