DGR GLOBAL LIMITED — Capital/Financing Update 2020

May 12, 2020

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DGR Global Ltd

ACN 052 354 837

Supplementary Prospectus to a Prospectus dated 28 April 2020

Entitlement Offer to Eligible Shareholders

This document is important and should be read in its entirety in conjunction with the Prospectus dated 28 April 2020 and lodged with the Australian Securities & Investments Commission on 28 April 2020. If you are in any doubt as to the contents of this document, you should consult your sharebroker, solicitor, banker or accountant without delay.

Supplementary Prospectus

Lodgement with Australian Securities & Investments Commission

This Supplementary Prospectus is dated 13 May 2020 and was lodged with the ASIC pursuant to Section 719(1) of the Corporations Act on 13 May 2020. Neither the ASIC nor ASX not their respective officers take any responsibility as to the contents of this Supplementary Prospectus. This Supplementary Prospectus shall be read together with the contents of the Prospectus.

Terms used in this Supplementary Prospectus

Terms used in this Supplementary Prospectus shall have the same meaning as ascribed to them in the Prospectus issued by DGR Global Limited ACN 052 354 837 ( Company ) dated 28 April 2020 ( Prospectus ).

Additional Disclosure

The Directors wish to provide the following additional disclosure to investors in respect of the Entitlement Offer.

Section 8.12 of the Prospectus sets out information relating to a query raised by ASIC in respect of the Company’s accounting treatment of its investments in SolGold plc and Aus Tin Mining Limited. The Prospectus noted that the Company had received further correspondence from ASIC concerning the accounting treatment of its interest in SolGold plc and was considering its response to ASIC and the course of action ASIC wishes the Company to take. By way of update, on 8 May 2020 the Company provided a response to ASIC advising that Directors concluded the accounting treatment of fair value through other comprehensive income in accordance with AASB 9 Financial Instruments will not be changed in the 30 June 2020 financial statements. This position has been reached by the Directors having regard to the presumption in AASB128 Investments in Associates and Joint Ventures that if the entity holds, directly or indirectly, less than 20 per cent of the voting power of the investee, it is presumed that the entity does not have significant influence, unless such influence can be clearly demonstrated. The Directors do not consider that ASIC has rebutted this presumption and accordingly the Company does not intend to change the accounting treatment of fair value through other comprehensive income in accordance with AASB 9 Financial Instruments.

Having regard to the position taken by the Company, set out below is the pro-forma consolidated balance sheet as set out in Section 5.1 of the Prospectus (page 44) which was prepared based on the audit reviewed balance sheet as at 31 December 2019. Notes are included on the impact on the proforma consolidated balance sheet if the presumption of significant influence was rebutted and the equity interest of the Company in SolGold plc was accounted for on the basis of equity accounting. The overall effect would be a decrease in Total Assets of $76,556,925.

The pro-forma balance sheet shows the effect of the Entitlement Offer as a fully underwritten Entitlement Offer and as if the Entitlement Offer had been made on 31 December 2019. The proforma balance sheet assumes that the Entitlement Offer is fully subscribed. 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 half-year ended 31 December 2019.

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Supplementary Prospectus

	Reviewed 31-Dec 2019 $	Total Pro Forma Adjustments	Pro forma 31-Dec 2019 $
CURRENT ASSETS
Cash and cash equivalents	1,611,419	5,121,502	6,732,921
Trade and other receivables	1,221,062	0	1,221,062
Other current assets	97,543	0	97,543
Total Current Assets	2,930,024	5,121,502	8,051,526
NON-CURRENT ASSETS
Other financial assets *	84,469,199	0	84,469,199
Investments accounted for usingthe equitymethod	15,435,989	0	15,435,989
Property, plant and equipment	2,369,327	0	2,369,327
Exploration and evaluation assets	9,918,293	0	9,918,293
Total Non-Current Assets	112,192,808	0	112,192,808
	115,122,832	5,121,502	120,244,334
**TOTAL ASSETS ***
CURRENT LIABILITIES
Trade and otherpayables	1,431,774	-170,430	1,261,344
Lease liability	326,678	0	326,678
Other financial liabilities	9,723,501	0	9,723,501
Total Current Liabilities	11,481,953	-170,430	11,311,523
NON-CURRENT LIABILITIES
Deferred tax liabilities *	16,105,850	0	16,105,850
Lease liability	1,701,740	0	1,701,740
Other financial liabilities	-	0	-
Provisions	1,076,285	0	1,076,285
Total Non-Current Liabilities	18,883,875	0	18,883,875
	30,365,828	-170,430	30,195,398
TOTAL LIABILITIES
	84,757,004	5,291,932	90,048,936
**NET ASSETS ***
EQUITY
Issued capital	33,545,921	5,671,932	39,217,853
Reserves *	71,539,530	0	71,539,530
Accumulated losses *	-22,074,660	-380,000	-22,454,660
Equityattributable to members of theparent entity	83,010,791	5,291,932	88,302,723
Non-controllinginterests	1,746,213		1,746,213
**TOTAL EQUITY ***	84,757,004	5,291,932	90,048,936

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Supplementary Prospectus

*Note: If the equity method of accounting was adopted for DGR’s investment in SolGold plc, this would result in a decrease in Other financial assets of $76,556,925, a decrease in Total Assets of $76,556,925, a decrease in Deferred tax liabilities of $19,042,418, a decrease in Net Assets of $57,514,507, an increase in Accumulated losses of $13,082,198, a decrease in Reserves of $44,432,309 and a decrease in Total Equity of $57,514,507.

Based on the Directors position that the current accounting treatment of the Company’s interest in SolGold plc is appropriate, the Directors do not consider the above information is materially adverse from an investor’s point of view. As noted in the Company’s ASX announcement of 12 May 2020 “DGR Global Update on SolGold”, the accounting treatment is a separate and distinct matter from the market value of the Company’s interest in SolGold plc, which would remain unaffected by a change in the accounting treatment.

Section 8.12 of the Prospectus includes statements by the Company based on the views of, and refers to, independent expert advice that the Company obtained in respect of the accounting treatment of the Company’s interest in SolGold plc.

The advice referred to by the Company in section 8.12 of the Prospectus was provided by Australian * Financial Reporting Solutions Pty Ltd. Australian Financial Reporting Solutions Pty Ltd has given its consent to the reference to its advice provided to the Company in the Prospectus and this Supplementary Prospectus and to being named in this Supplementary Prospectus. Australian Financial Reporting Solutions Pty Ltd has not withdrawn its consent as at the date of this Supplementary Prospectus. Australian Financial Reporting Solutions Pty Ltd has not authorised or caused the issue of the Prospectus or this Supplementary Prospectus and takes no responsibility for any part of the Prospectus and Supplementary Prospectus other than references to its name and any statement included in the Prospectus or this Supplementary Prospectus with their consent.

Other Material Information

The Directors of the Company are not aware of any acts, matter or thing (not already described in the Prospectus) which may be material to the making of and informed assessment of:

• (a) the effect of the offer on the Company; or

• (b) the rights attaching to the New Shares.

This Supplementary Prospectus has been signed by a Director of DGR Global Limited ACN 052 354 837 with the authority of each of the Directors and is dated 13 May 2020.

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Brian Moller Non-Executive Director DGR Global Ltd

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