DGO Gold : Change in substantial holding and IAF acceptances from GOR

ASX Announcement

use only

3 June 2022

	ASX Code GOR
The Manager	ABN 13 109 289 527
Market Announcements Office	COMPANY DIRECTORS
ASX Limited	Tim Netscher
Level 40, Central Park	Chairman
Duncan Gibbs
152-158 St George's Terrace	Managing Director & CEO
PERTH WA 6000	Brian Levet
	Non-Executive Director
	Maree Arnason
	Non-Executive Director
Dear Sir / Madam	Denise McComish
	Non-Executive Director

personal

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 set out in section

10.7 of Gold Road's bidder's statement dated 7 April 2022 (Bidders Statement). Capitalised terms used but not defined in this letter have the same meaning given to them in the Bidder's Statement.

A Form 604 Notice of change of interest of substantial holder in relation to the change of Gold Road's relevant interest in DGO (as recorded in the table below) is attached to this letter.

As at 7.00 pm (Sydney time) on 2 June 2022, the aggregate number of DGO Shares in respect of which:

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 35.94% on 31 May 2022 to 53.75%. 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	12,144,905		14.48%		20,470,427		24.40%
Instructions
Relevant interest	18,002,757		21.46%		24,618,342		29.35%
Total	30,147,662		35.94%		45,088,769		53.75%

*As reported on 1 June 2022

For personal use only

DGO Shares which are the subject of the Acceptance Facility do not, at this stage, constitute formal acceptances of the Offer and may be withdrawn at any time prior to the preconditions being met. Those preconditions require the operator of the Acceptance Facility to receive written notice from Gold Road (Confirmation Notice) that it has declared the Offer free of all Bid Conditions no later than the time that all Acceptance Instructions are processed. Accordingly, DGO Shares in which Gold Road has a relevant interest (as set out in the table above) do not include the DGO Shares which are the subject of the Acceptance Facility. As soon as possible after (and not before) Gold Road provides the Confirmation Notice to the facility operator, the facility operator must release the Acceptance Instructions. Gold Road will obtain a relevant interest in the DGO Shares which are the subject of those Acceptance Instructions once they are released.

Further details regarding the Acceptance Facility, including all relevant terms and the arrangements Gold Road has entered into to enable the operation of the facility, can be found in section 10.7 of the Bidder's Statement.

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 1/2

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)

use

ACNARSN (if applicable)

109 289 527

There was a change in the interests of the

substantial holder on

2 June 2022

The previous notice was given to the company on

26 May 2022

The previous notice was dated

25 May 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

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

17,802,564

21.22% (based on

24,618,342*

29.35% (based on

personal

83,892,727 ordinary

83,892,727 ordinary

shares on issue)

shares on issue)*

*Excludes amounts

under Institutional

Acceptance Facility.

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,

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

For

affected

26 May

Gold Road Group

Acquisition of

2.25 Gold Road

71,248

71,248

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

dated 8 April 2022

which were included

in its bidder's

statement dated 7

April 2022 (as

amended) (Offer).

For personal use only

				604	page 2/2	15 July 2001
27 May	Gold Road Group	Acquisition of	2.25 Gold Road	122,945		122,945
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
		dated 8 April 2022
		which were included
		in its bidder's
		statement dated 7
		April 2022 (as
		amended) (Offer).
30 May	Gold Road Group	Acquisition of	2.25 Gold Road	2,000		2,000
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
		dated 8 April 2022
		which were included
		in its bidder's
		statement dated 7
		April 2022 (as
		amended) (Offer).
31 May	Gold Road Group	Acquisition of	2.25 Gold Road	4,000		4,000
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
		dated 8 April 2022
		which were included
		in its bidder's
		statement dated 7
		April 2022 (as
		amended) (Offer).
1 June 2022	Gold Road Group	Acquisition of	2.25 Gold Road	3,100		3,100
		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
		dated 8 April 2022
		which were included
		in its bidder's
		statement dated 7
		April 2022 (as
		amended) (Offer).
2 June 2022	Gold Road Group	Acquisition of	2.25 Gold Road	6,612,485		6,612,485
		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
		dated 8 April 2022
		which were included
		in its bidder's
		statement dated 7
		April 2022 (as
		amended) (Offer).

604

page 3/2

15 July 2001

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

only	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 relevant	Nil	Nil
use	Group			interest under
			secrion 608(1)(a) of
			the Corporations Act
			2001 (Cth)
			(Corporations Act),
			arising through Gold
			Road being the
			registered holder of
			the shares.
personal	Gold Road	Various offerees	Subject to the terms	Relevant interest	24,618,342	29.35% (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
				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
				the subject of
				acceptances of the
				Offer is qualified
For				since it is not
			presently registered
			as the holder of the
				shares.

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)

Nature of association

N/A

6. Addresses

The addresses of the persons named in this form are as follows: