DGR GLOBAL LIMITED — Capital/Financing Update 2020

Oct 11, 2020

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ASX Announcement

DGR Global Limited (ASX: DGR)

12 October 2020

Capital Raising Program

The Board of Directors of DGR Global Limited (ASX: DGR or the Company ) is pleased to announce a capital raising program incorporating a fully underwritten Accelerated Non-Renounceable Entitlement Offer ( ANREO ) to existing Company shareholders, and an additional offer on the same commercial terms ( Additional Offer ) to third-party investors.

The ANREO will be undertaken on the basis 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 $10,220,600 (before costs and subject to the Debt Conversion Facility), with one (1) attaching New Option for every two (2) New Shares allotted exercisable at $0.12 on or before 25 September 2023. The Company intends to seek quotation of the options. The ANREO is fully underwritten by Bizzell Capital Partners Pty Ltd ( Underwriter ). If a shareholder's entitlement results in a fraction of a New Share or New Option, the entitlement will be rounded up to the nearest whole number.

The Additional Offer to third party investors will be conducted on the basis of an issue of New Shares priced at $0.08 each, together with 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 costs). The Additional Offer will not be underwritten, but the Underwriter has advised DGR that it has received firm commitments for the whole of the Additional Offer.

The ANREO consists of an entitlement offer to institutional shareholders (Institutional Entitlement Offer), and an entitlement offer to retail shareholders (Retail Entitlement Offer). The Institutional Entitlement Offer will be conducted from Monday 12 October 2020 to Wednesday 14 October 2020. The Retail Entitlement Offer will be open to all registered retail shareholders who hold shares at 7:00 pm AEST time on 14 October 2020 ( Record Date ) with registered addresses in Australia, New Zealand, Papua New Guinea, Singapore, United Kingdom and Jersey (Channel Islands).

The capital raising is priced at an approximate 12.6% discount to the 5 Day VWAP for trading in DGR Global’s shares, and is designed to encourage the participation of all DGR Global shareholders. As at the date of this Prospectus, all DGR Global shareholders on the Company’s share register are in the jurisdictions listed above, and therefore all existing shareholders are eligible to participate in the Retail Entitlement Offer or the Institutional Entitlement Offer.

Existing option holders need to exercise their options and be a registered retail holder of shares on the Record Date if they wish to participate in the Retail Entitlement Offer.

Where not all shareholders take up all of their respective Entitlements ( Shortfall ), the Shortfall will be offered to shareholders who have taken up all of their Entitlements and have also applied for additional New Shares ( Additional New Shares ).

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The ANREO is fully underwritten and the Company has entered into an Underwriting Agreement with Bizzell Capital Partners Pty Ltd.

The Company will pay the Underwriter a management fee of 1% of the total amount raised by the Company under both the ANREO and the Additional Offer, an underwriting fee of 5% of the Underwritten Amount for the ANREO, a fee of 5% of the value of all New Shares issued pursuant to the Additional Offer and an option fee of the two (2) Underwriter Options for every $1 of the amount raised by the Company in total. 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.

Samuel Holdings Pty Ltd (as trustee), an entity controlled by DGR Global Director Nicholas Mather, has agreed to sub-underwrite a total of $1,962,653 of the ANREO.

Full details are as outlined in the Prospectus for the Offer.

If the Company receives applications from shareholders for Additional New Shares that would not result in the Offer being oversubscribed, it will, subject to the other terms of this policy and the Underwriting Agreement, allocate those Additional New Shares to the shareholders who applied for them, before calling upon the Underwriter to discharge its obligations in respect of the Underwritten Shares.

The purpose of the capital raising program is to raise up to approximately $16 million, by way of cash and the conversion of debt owed by the Company to Directors and management. The funds raised (after payment of expenses) will be used to repay the $10 million Tribeca Convertible Note Facility, which matured on 6 October 2020, immediately following the allotment of the New Shares on 2 November 2020. In addition, and dependent on the extent of demand under the Additional Offer, funds will be used (together with the Company’s existing funds) in the continuance of DGR’s business model, as well as for the final interest payment due to Tribeca Investment Partners on the Convertible Notes Facility, further listed company investments, corporate costs and general working capital.

The Prospectus for the ANREO is issued pursuant to Section 713 of the Corporations Act. A copy of the Prospectus will be mailed or emailed to all Eligible Shareholders, and a copy will be available on the Company’s website ( https://dgrglobal.com.au/2020-offers ).

In the event of a shortfall under the ANREO, after taking into account applications from all existing Eligible Shareholders, the Directors of the Company in consultation with the Underwriters, reserve the right to place the shortfall at their sole discretion, but in accordance with the terms of the Underwriting Agreement. 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 is in compliance with the takeover provisions of the Corporations Act, which restrict a person and their associates from having a relevant interest in the Company of not more than 19.99%, subject to a number of exemptions.

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A proposed timetable for the Entitlement Offer is set out in the table below:

Companyin TradingHalt	Tuesday6 October 2020
TradingHalt lifted	Monday12 October 2020
Companyin voluntarysuspension	Monday12 October 2020
Announcement of Entitlement Offer andAdditional Offer	Monday 12 October 2020
Institutional Entitlement Offer opens	Monday12 October 2020
Institutional Entitlement Offer closes	5pm(AEST)Tuesday13 October 2020
Results of Institutional Entitlement Offerannounced	Wednesday 14 October 2020
Voluntarysuspension lifted	Wednesday14 October 2020
Record Date for the Retail Entitlement Offer	Wednesday14 October 2020(7.00pm AEST)
Issue of New Shares and New Options underthe Institutional Entitlement Offer	Friday 16 October 2020
Prospectus and Entitlement and AcceptanceFormdespatchedtoEligibleRetailShareholdersOpening Date of Retail Entitlement Offer(9am AEST)OpeningDate of Additional Offer(9am AEST)	Monday 19 October 2020
ClosingDate* of Retail Entitlement Offer	Wednesday28 October 2020(5.00pm AEST)
ClosingDate of Additional Offer	Wednesday28 October 2020(5.00pm AEST)
Issue of New Shares and New Optionspursuant to Retail Entitlement Offer	Monday 2 November 2020
Issue of New Shares and New Options underthe Additional Offer	Monday 2 November 2020
New Shares pursuant to Retail EntitlementOffer commence trading on ASX	Tuesday 3 November 2020

This timetable is indicative only and may be subject to change subject to the requirements of the Corporations Act and the ASX Listing Rules.

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Further Information

The Company anticipates that approximately 127,757,519 New Shares will be issued under the ANREO. This number may have to be increased by 12,018,471 New Shares if existing option holders exercise their options and are registered shareholders by the Record Date. Approximately 63,873,136 New Options will be issued under the ANREO.

The Company anticipates that up to 75,000,000 New Shares will be issued pursuant to the Additional Offer. In addition, up to 37,500,000 New Options will be issued pursuant to the Additional Offer.

Upon completion of the capital raising, and on the basis that:

• (i) the maximum number of New Shares and New Options are issued under the ANREO and Additional Offer;

• (ii) none of the Company’s existing options are exercised; and

• (iii) the Tribeca Convertible Note Facility is immediately discharged,

the Company’s capital structure will be as follows:

Number	Class / Description
969,302,630	Fully Paid Ordinary Shares
16,125,000	Unlisted ESOP Options (20 cents to 08.11.2020)
15,187,500	Unlisted Director Options (20 cents to 28.11.2020)
4,200,000	Unlisted ESOP Options (20 cents to 12.02.2021)
36,598,325	Unlisted Options (8.4 cents to 28.05.2022)
101,378,760	Quoted Options (12 cents to 25 September 2023)

The New Shares issued under the capital raising will rank equally in all respects with the Company’s existing shares.

Trading in the New Shares under the capital raising is expected to commence on Monday 19 October 2020 for New Shares issued pursuant to the Institutional Entitlement Offer of the ANREO, and Tuesday 3 November 2020 for all other New Shares issued under the capital raising.

DGR encourages all shareholders to participate in the ANREO.

An Appendix 3B and a Pro Forma Appendix 2A applying for quotation of the New Shares will be separately lodged with ASX today.

This announcement has been authorised by the Board of Directors. Karl Schlobohm

Company Secretary

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Email: info@dgrglobal.com.au

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

For further information contact:

Mr Nick Mather Karl Schlobohm Managing Director Company Secretary Ph: 07 3303 0680 Ph: 07 3303 0680

Sarah Schuiringa Marketing / PR Ph: 07 3303 0680

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