Gold Road Resources : Change in substantial holding and IAF acceptances from GOR

ASX Announcement

personal use only

15 June 2022

The Manager

Market Announcements Office

ASX Limited

Level 40, Central Park

152-158 St George's Terrace

PERTH WA 6000

Dear Sir / Madam

Off-market takeover bid for DGO Group Limited

Notice of change of substantial holder and interests under Institutional Acceptance Facility

We refer to the Institutional Acceptance Facility (Acceptance Facility) established by Gold Road Resources Limited (Gold Road) in relation to its off-market takeover bid for all the current and to be issued ordinary shares in DGO Gold Limited (DGO), the terms of which are in section 10.7 of Gold Road's bidder's statement dated 7 April 2022 (Original Bidders Statement), first supplementary bidder's statement dated 29 April 2022, second supplementary bidder's statement dated 13 May 2022 and third supplementary bidder's statement dated 30 May 2022. Capitalised terms used but not defined in this letter have the same meaning given to them in the Original Bidder's Statement.

As at 7.00 pm (Sydney time) on 14 June 2022, the aggregate number of DGO Shares in respect of which:

ASX Code GOR

ABN 13 109 289 527

COMPANY DIRECTORS

Tim Netscher

Chairman

Duncan Gibbs

Managing Director & CEO

Brian Levet

Non-Executive Director

Maree Arnason

Non-Executive Director

Denise McComish

Non-Executive Director

Hayden Bartrop

Company Secretary

CONTACT DETAILS

Principal & Registered Office

Level 2, 26 Colin St

West Perth WA 6005

www.goldroad.com.au

[e-mail]

T [phone]

F [phone]

For

1. acceptance instructions (in the form of acceptance forms and/or directions to custodians to accept the Offer) that are held subject to the Acceptance Facility (Acceptance Instructions); and
2. Gold Road has a relevant interest,

as a percentage of the total number of DGO Shares on issue, has changed from 73.85% on 9 June 2022 to 83.35%. The following table shows a breakdown between those two categories:

	PREVIOUS UPDATE*	CURRENT UPDATE
	Number of DGO	Percentage of	Number of DGO	Percentage of
	Shares	DGO Shares	Shares	DGO Shares
Acceptance	25,111,801	29.93%	32,187,090	38.37%
Instructions
Relevant interest	36,839,977	43.91%	37,734,495	44.98%
Total	61,951,778	73.85%	69,921,585	83.35%
*As reported on 10 June 2022

For personal use only

As the Offer has been declared unconditional and all Acceptance Instructions under the Acceptance Facility have now been processed as formal acceptances of the Offer, the Acceptance Facility is no longer operational.

A form 604 Notice of Change of interests of substantial holder in relation to the change in Gold Road's relevant interest (as recorded in the table above) in DGO is attached.

This release has been authorised by the Company Secretary, Hayden Bartrop.

Yours faithfully

Gold Road Resources Limited

Hayden Bartrop

Company Secretary

Attachment: - Form 604 Notice of change of interest of substantial holder

For further information, please visit www.goldroad.com.au or contact:

Gold Road Resources	Media Enquiries
Duncan Gibbs	Peter Klinger
Managing Director & CEO	[e-mail]
Duncan Hughes	Cannings Purple
Manager - Corporate Development & Investor Relations
Tel: [phone]	Tel: [phone]

Page 2 of 2

Form 604

Corporations Act 2001

Section 671B

604

page 1/3

15 July 2001

only

Notice of change of interests of substantial holder

To: Company Name/Scheme

DGO Gold Limited (DGO)

ACN/ARSN

124 562 849

1. Details of substantial holder (1)

Name

Gold Road Resources Limited (Gold Road) and each of its subsdiaries listed in Annexure A (Gold Road

Group)

ACNARSN (if applicable)

109 289 527

use

There was a change in the interests of the

substantial holder on

14 June 2022

The previous notice was given to the company on

10 June 2022

The previous notice was dated

9 June 2022

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or

personal

an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the

company or scheme, are as follows:

Class of securities (4)

Previous notice

Present notice

Person's votes

Voting power (5)

Person's votes

Voting power (5)

Ordinary shares

36,839,977*

43.91% (based on

37,734,495*

44.98% (based on

83,892,727 ordinary

83,892,727 ordinary

shares on issue)*

shares on issue)*

*Excludes amounts under

Institutional Acceptance

Facility, which total (as at

7pm Sydney time on 14

June 2022) 32,187,090

shares and representing

approximately 38.37% of the

total number of DGO Shares

on issue.

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities

of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme,

For

are as follows:

Date of

Person whose

Nature of change (6)

Consideration given

Class and

Person's votes

change

relevant interest

in relation to change

number of

affected

changed

(7)

securities

affected

3466-4926-0571v1

						604	page 2/3	15 July 2001
		10 June	Gold Road Group	Acquisition of	2.25 Gold Road	57,143		57,143
		2022		relevant interests in	ordinary shares for	ordinary
				ordinary shares in	every 1 DGO	shares
				DGO as a result of	ordinary share,
				acceptances of	subject to the terms
				takeover offers	of the Offer.
				made by Gold Road
only			dated 8 April 2022
		which were included
		in its bidder's
		statement dated 7
		April 2022 (as
		amended) (Offer).
		14 June	Gold Road Group	Acquisition of	2.25 Gold Road	837,375		837,375
		2022		relevant interests in	ordinary shares for	ordinary
				ordinary shares in	every 1 DGO	shares
use			DGO as a result of	ordinary share,
		acceptances of	subject to the terms
		takeover offers	of the Offer.
				made by Gold Road
				dated 8 April 2022
				which were included
				in its bidder's
				statement dated 7
				April 2022 (as
				amended) (Offer).
	4. Present relevant interests
	Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

For personal

Holder of	Registered holder of	Person entitled to be	Nature of relevant	Class and	Person's votes
relevant	securities	registered as holder	interest (6)	number of
interest		(8)		securities
Gold Road	Gold Road	Gold Road	Relevant interest	Nil	Nil
Group			under secrion
			608(1)(a) of the
			Corporations Act
			2001 (Cth)
			(Corporations Act),
			arising through Gold
			Road being the
			registered holder of
			the shares.

3466-4926-0571v1

						604	page 3/3	15 July 2001
		Gold Road	Various offerees	Subject to the terms	Relevant interest	37,734,495	44.98% (based on
		Group	who have accepted	and conditions of the	under section 608(1)	ordinary		83,892,727 ordinary
			the Offer	Offer, Gold Road.	and/or section	DGO shares	shares on issue)
					608(8) of the
					Corporations Act
					pursuant to
					acceptances of the
only					Offer. The shares
				which are the
					subject of
					acceptances have
					not yet transferred to
					the name of Gold
					Road.
					Gold Road's power
					to vote or dispose of
					the shares that are
For personal use					the subject of
				acceptances of the
				Offer is qualified
				since it is not
				presently registered
				as the holder of the
				shares.

3466-4926-0571v1