DGR GLOBAL LIMITED — Capital/Financing Update 2020

Apr 27, 2020

Proposed issue of securities

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Announcement Summary

Entity name

DGR GLOBAL LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday April 28, 2020

The Proposed issue is: An accelerated offer

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

Maximum Number of ASX +Security Code +Security Description +securities to be issued n/a Unlisted options at $0.084 expiring 28/5/2022 38,323,867 DGR ORDINARY FULLY PAID 153,295,469

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

Thursday April 30, 2020

+Record date

Thursday April 30, 2020

Offer closing date for retail +security holders

Thursday May 21, 2020

Issue date for retail +security holders

Thursday May 28, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

DGR GLOBAL LIMITED

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

1.2 Registered Number Type

Registration Number

ABN 67052354837

1.3 ASX issuer code

DGR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Tuesday April 28, 2020

1.6 The Proposed issue is:

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An accelerated offer

1.6b The proposed accelerated offer is

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

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

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

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No

Part 3B - Offer details

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

ASX +Security Code and Description

DGR : ORDINARY FULLY PAID

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

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

If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No

Details of +securities proposed to be issued

ASX +Security Code and Description

DGR : ORDINARY FULLY PAID

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

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

The quantity of additional +securities For a given quantity of +securities to be issued held 1 4

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What will be done with fractional Maximum Number of +securities entitlements? proposed to be issued Fractions rounded up to the next 153,295,469 whole number

Purpose of the issue

To raise additional working capital.

Offer price details for retail security holders

Issue Currency Offer Price per +security Estimated or Actual? Actual AUD - Australian Dollar AUD 0.03700

Offer price details for institutional security holders

Could offer price per +security be determined by bookbuild? No

Oversubscription & Scale back details

Are +security holders allowed to oversubscribe? Yes

Provide the oversubscription details

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

May a scale back be applied to this event? Yes

Provide the scale back details

The Company reserves the right to scale back any applications for Additional New Shares under the Shortfall Facility. If this occurs, Application Monies (exceeding $2) will be returned (without interest and in Australian dollars) to the extent of the scale back.

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

Attaching +Security

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

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

Details of attaching +securities proposed to be issued

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

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +Security Code +Security Description New class-code to be confirmed Unlisted options at $0.084 expiring 28/5/2022

+Security Type Options

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

The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 4 What will be done with fractional entitlements? Maximum Number of +securities proposed to be issued 38,323,867

Fractions rounded up to the next whole number

Offer price details for retail security holders

Issue Currency Offer Price per +security AUD - Australian Dollar AUD 0.00000

Estimated or Actual? Actual

Offer price details for institutional security holders

Could offer price per +security be determined by bookbuild? No

Oversubscription & Scale back details

Are +security holders allowed to oversubscribe? No

May a scale back be applied to this event? No

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

Options details

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+Security Currency

AUD - Australian Dollar

Exercise Price

AUD 0.0840

Expiry date

Saturday May 28, 2022

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

DGR : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

The Entitlement to attaching New Options will only apply to Eligible Shareholders who apply for a minimum of $4,000 worth of New Shares under the Entitlement Offer.

Part 3D - Timetable

3D.1a First day of trading halt

Tuesday April 28, 2020

3D.1b Announcement date of accelerated offer

Tuesday April 28, 2020

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

Thursday April 30, 2020

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

Tuesday April 28, 2020

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

Wednesday April 29, 2020

3D.8 Announcement of results of institutional offer

Thursday April 30, 2020

3D.9 +Record date

Thursday April 30, 2020

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

Monday May 4, 2020

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

Tuesday May 5, 2020

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

Thursday May 21, 2020

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

Monday May 18, 2020

3D.16 Entity announces results of retail offer, including the number and percentage of +securities taken up by existing retail +security holders. Tuesday May 26, 2020

3D.19 Issue date for retail +security holders

Thursday May 28, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No

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

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

The Company has entered into the Underwriting Agreement with Samuel Holdings, Samuel Terry Asset Management and Phoenix Portfolios. Pursuant to the Underwriting Agreement, the Underwriters have agreed to underwrite the following portions of the Entitlement Offer:

• Samuel Holdings Pty Ltd - 45.6%, representing $2,585,966 or 69,890,978 New Shares;

• Samuel Terry Asset Management Pty Ltd - 45.6%, representing $2,585,966 or 69,890,978 New Shares; and - Phoenix Portfolios Pty Ltd - 8.8%, representing $500,000 or 13,513,513 New Shares. Full details are as outlined in the Prospectus for the Offer. Samuel Holdings Pty Ltd is an entity controlled by DGR Global Director Nicholas Mather and is therefore a Related Party.

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

The Offer is fully underwritten.

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

All of the Underwriters will be entitled to a fee of 5% of the amount underwritten.

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

This information is a general summary only of the material terms; more detailed information regarding potential termination is available in the Prospectus. These terms and conditions are typical for an underwriting agreement in respect of an offer of the same or a similar type and size as the Offer, being made by an issuer similar to the Company.

• Consecutive 4 business day decline (10% or more) in ASX300, Dow Jones Industrial Average, or ASX Resources Index

• Company insolvency event

• Company omits material information from, or makes a false, misleading or deceptive material statement in, the Prospectus

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

• New Shares not quoted within required timeframe

• Company defaults in default any material term and condition of the Underwriting Agreement

• Outbreak or escalation of hostilities in certain nominated jurisdictions

• A Director of the Company is charged with an indictable offence

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

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

Samuel Holdings Pty Ltd (as trustee for the Samuel Discretionary Trust)

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

45.6%, representing $2,585,966 or 69,890,978 New Shares

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

• 5% of the amount underwritten

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

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

Estimated material costs are:

• $45,000 - Legal costs

• $20,000 - ASX and ASIC costs

• $41,500 - Printing, postage, and Share Registry

For more information see section 8.15 of the Prospectus.

Part 3F - Further Information

3F.1 The purposes for which the entity intends to use the cash raised by the proposed issue

Investments in unlisted subsidiaries and projects; interest on convertible notes; corporate overheads; costs of the Offer; payments to creditors and meeting accrued liabilities; and working capital.

For more information see section 1.5 of the Prospectus.

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

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

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

• 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

• 3F.5a Please provide further details n/a

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

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

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