DGO Gold : Target's Statement

DGO Gold Limited

ABN 96 124 562 849

21 April 2022

ASX Market Announcements Office Australian Securities Exchange Limited 20 Bridge Street

Sydney NSW 2000

Target's Statement- Off-market takeover bid by Gold Road

Resources Limited

Enclosed, in accordance with section 633(1) item 14 of the Corporations Act 2001 (Cth), is a copy of the Target's Statement issued by DGO Gold Limited ACN 124 562 849 (ASX:DGO) in relation to the off-market takeover bid by Gold Road Resources Limited ACN 109 289 527 (ASX: GOR).

The Target's Statement is being lodged today with the Australian Securities and Investments Commission and served on GOR.

Authorised for lodgement and release by Mr Eduard Eshuys, Executive Chairman.

Executive Chairman Eduard Eshuys

[phone]

TARGET'S STATEMENT

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in doubt as to how to deal with it, you should consult your legal, financial or other professional adviser.

YOUR DIRECTORS UNANIMOUSLY RECOMMEND THAT, IN THE ABSENCE OF A SUPERIOR PROPOSAL, YOU

ACCEPT

THE OFFER BY GOLD ROAD RESOURCES LIMITED

ABN 13 109 289 527 FOR YOUR SHARES IN DGO GOLD LIMITED ABN 96 124 562 849

Financial Adviser

Legal Adviser

DGO GOLD LIMITED ABN 96 124 562 849

IMPORTANT NOTICES

This target's statement is made by DGO Gold Limited (DGO) under part 6.5 of the Corporations Act. It is given in response to the offer by Gold Road Resources Limited (Gold Road) under its bidder's statement dated

7 April 2022. This target's statement is dated, and a copy was lodged with ASIC on, 21 April 2022. ASIC takes no responsibility for the contents of this target's statement.

The information on Gold Road contained in this target's statement has been prepared by DGO using publicly available information and limited information provided by Gold Road (including information provided in its bidder's statement). The information in this target's statement concerning Gold Road has not been independently verified by DGO. Accordingly, DGO does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information.

The forward looking statements contained in this target's statement have been based on expectations at the date of this statement about future events.

They are, therefore, subject to risks, uncertainties and assumptions that could cause actual results to differ materially from the expectations. These factors include, among other things, the risks identified in section 8 (risks) and other investment considerations, as well as other matters not yet known to DGO or not currently considered material by DGO.

DGO does not give any assurance that the implied values, anticipated results, performance or achievements expressed or implied in forward looking statements contained in this target's statement will be achieved.

This target's statement does not take into account your individual objectives, financial situation or particular needs. It does not contain personal advice. You may wish to seek independent financial and taxation advice before making a decision as to whether or not to accept the offer made to you by Gold Road.

The release, publication or distribution of this target's statement in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations. This target's statement has been prepared in accordance with Australian law and the information contained in this target's statement may not be the same as that which would have been disclosed if this target's statement had been prepared in accordance with the laws and regulations outside Australia.

DEFINED TERMS

A number of terms used in this statement are defined in section 10 (glossary).

IMPORTANT DATES

Announcement	4 April 2022
of the offer
Date of Bidder's	7 April 2022
Statement
Gold Road offer opens	8 April 2022
Target's statement	21 April 2022
lodged with ASIC and
ASX, and despatched
to DGO shareholders
Gold Road offer	9 May 2022 at 7:00 pm
scheduled to close	(Sydney time)
(unless extended
or withdrawn)
PRIVACY

DGO has collected your information from the DGO register of shareholders and option holders for the purpose of providing you with this target's statement. The type of information DGO has collected about you includes your name, contact details and information on your shareholding or option holding (as applicable) in DGO. Without this information, DGO would be hindered in its ability to issue this target's statement. The Corporations Act requires the name and address of shareholders and option holders to be held in a public register. Your information may be disclosed on a confidential basis to DGO's related bodies corporate and external service providers (such as the share registry of DGO and print and mail service providers) and may be required to be disclosed to regulators such as ASIC.

If you would like details of information about you held by DGO, please contact Link Market Services. The registered address of DGO is Level 9, 63 Exhibition Street, Melbourne, VIC 3000.

FURTHER INFORMATION

If you have any questions in relation to the offer or accepting it, please contact the DGO shareholder information line (hosted by Link Market Services) on 1800 218 694 for callers in Australia or [phone] for callers outside Australia.

dgogold.com.au

1

CONTENTS

2
1.	Key questions and answers	5
2.	Recommendation of directors of DGO	10
3.	Other considerations of the offer	14
4.	Summary of Gold Road's offer, tax
considerations and compulsory acquisition	16
5.	Financial position of DGO and share price
compared to net asset value	22
6.	DGO's intentions if offer does not proceed	25
7.	Background information about DGO	27
8.	Risks	33
9.	Other information	41
10.	Glossary	45

Chairman's letter

2

CHAIRMAN'S LETTER

Gold Road has made a conditional off-market takeover bid for all of the ordinary shares in DGO.

21 April 2022

Dear DGO Shareholder

ACCEPT GOLD ROAD'S OFFER

Gold Road has made a conditional off-market takeover bid for all of the ordinary shares in DGO. The consideration offered is 2.16 Gold Road Shares for each DGO Share you hold, which based on the 10-day volume weighted average price of Gold Road as at the close of trading on 1 April 2022 (being the last day prior to announcement of the offer) gives an implied value of $3.55 for each DGO Share. Your directors have considered this offer and unanimously recommend that you ACCEPT it in the absence of a superior proposal. As disclosed elsewhere in this statement, all of the directors have decided to accept the offer with respect to their own DGO Shares and those they control.

WHY YOU SHOULD ACCEPT GOLD ROAD'S OFFER IN THE ABSENCE OF A SUPERIOR PROPOSAL

The reasons underlying the directors' decision to recommend accepting Gold Road's offer in the absence of a superior proposal are set out in detail in section 2.2 of this statement. However, in summary:

• • The offer represents attractive implied premia for DGO shareholders at various volume weighted average prices (VWAPs): Gold Road's offer implies attractive premia to recent DGO trading, including 28% over DGO's 10 trading day VWAP of $2.77 for DGO Shares, at an implied offer price of $3.55 based on Gold Road's 10 day VWAP; and 37% over the 30 day VWAP of $2.60 for DGO Shares, at an implied offer price of $3.56 based on Gold Road's 30 day VWAP;

• • The offer recognises value for DGO's portfolio that was not being reflected in its share price: Historically the market price of DGO Shares have implied a discount to the value of its underlying assets, which are primarily listed investments with readily observable market prices, noting DGO also has an attractive portfolio of prospective exploration assets that are not listed which have value beyond this amount.

  Gold Road's offer, at a premium to DGO's trading prior announcement, unlocks value of DGO's portfolio for DGO shareholders that was not being recognised in its share price;

• • Gold Road Shares are more liquid than DGO Shares: Gold Road is an ASX 200 company and the trading volumes in its shares are typically substantially higher than those of DGO. In the 30 trading days to close of trading on 1 April 2022, the average daily turnover of Gold Road shares was approximately $10.2 million per day compared to DGO's average daily turnover of approximately $0.1 million per day. Accordingly, accepting Gold Road's offer is anticipated to give DGO shareholders greater liquidity and a greater ability to realise some or all of their investment in the future;

• • Exposure to a larger and more diversified portfolio of high-quality gold assets: The offer provides DGO shareholders with ongoing exposure to DGO's high-quality portfolio of assets as well as the Gold Road portfolio.

  Gold Road is an ASX 200 listed Australian gold producer with a 50% interest in the Gruyere Gold Mine, one of Australia's largest producing gold mines with a 10+ year mine life, and exploration projects in the Yamarna Greenstone Belt in Western Australia's north-eastern goldfields. Further detail about Gold Road's assets is set out in section 1 of the Gold Road bidder's statement;