DGO Gold : Gold Road Makes Recommended Takeover for DGO Gold

DGO Gold Limited

ABN 96 124 562 849

ASX Announcement

4 April 2022

ASX Code GOR

GOLD ROAD MAKES RECOMMENDED TAKEOVER OFFER FOR DGO GOLD LIMITED

ABN 13 109 289 527

COMPANY DIRECTORS

Tim Netscher

• ▪ Gold Road makes a unanimously recommended off-market takeover offer for DGO Gold.

  Chairman

  Duncan Gibbs

• ▪ DGO owns a portfolio of prospective exploration and mining assets which includes:

  Managing Director & CEO

  • ▪ a ~14.4% shareholding in ASX listed De Grey Mining Ltd (the owner of the 9 million ounce Mallina Gold Project in Western Australia);

    Brian Levet Non-Executive Director

    Maree Arnason Non-Executive Director

  • ▪ a ~6.8% shareholding in ASX listed Dacian Gold Ltd (the owner of the Mt Morgans gold mine);

    Denise McComish Non-Executive Director

  • ▪ a ~20.1% shareholding in ASX listed Yandal Resources Ltd (an exploration company focused on the Yandal Greenstone belt); and

    Hayden Bartrop Company Secretary

    CONTACT DETAILS

  • ▪ an attractive portfolio of exploration tenements in the Pilbara, Yilgarn, Bryah and Stuart Shelf Provinces.

  Principal & Registered Office Level 2, 26 Colin St

• ▪ All scrip offer of 2.16 Gold Road shares for every DGO share, implying an offer price of $3.55 per share1, and an equity value of approximately A$308 million (diluted basis)2.

  West Perth WA [e-mail]

  T [phone]

  F [phone]

• ▪ The Gold Road offer represents an attractive and significant implied premium for DGO shareholders at various volume weighted average share prices (VWAPs):

  • o 20% over the last trading day VWAP of $2.91 for DGO Shares, at an implied offer price of $3.49 based Gold Road's last trading day VWAP;

  • o 28% over the 10 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

  • o 37% over the 30 day VWAP of $2.60 for DGO shares, at an implied offer price of $3.56 based Gold Road's 30 day VWAP 3

• ▪ The offer represents a compelling opportunity for DGO to unlock value in its portfolio, whilst providing shareholders with diversification and ongoing exposure to DGO's assets through a shareholding in a larger, more liquid, ASX 200 gold producer.

• ▪ DGO Directors unanimously recommend DGO shareholders accept the offer in the absence of a superior offer, and intend to accept the offer for all shares they own or control (representing ~16% of DGO's shares on issue) 21 days after the offer opens, in the absence of a superior offer.

• ▪ The offer is subject to an 80% minimum acceptance by DGO shareholders, no disposal of any marketable securities and other standard conditions. GOR intends to waive all remaining conditions within 6 business days after the 80% acceptance condition is met4. At this time the offer will become unconditional.

1 Based on the 10 day VWAP of Gold Road shares on the ASX as of 1 April 2022. The implied value of the Offer will change with fluctuations in the GOR share price.

• 2 Calculated as $3.55 multiplied by diluted shareholding of 86,748,194 shares. Excludes out of the money options and performance rights.

• 3 All based on the trading price of DGO shares on the ASX Closing Price for the relevant periods ended on 1 April 2022, the last trading day prior to the announcement of the Offer.

4 Subject to no subsisting breach of any other conditions to the Offer.

Gold Road Managing Director and CEO Duncan Gibbs commented: "The acquisition of DGO aligns with Gold Road's strategy to invest in high quality gold projects in tier one jurisdictions. In particular, Gold Road views the substantial shareholding in the owner of the high quality Hemi Gold Discovery, combined with our 50% ownership of the Gruyere Gold mine, as an exciting opportunity to participate in two of the most significant gold discoveries in Western Australia this century".

DGO Gold Executive Chairman Eduard Eshuys commented: "I am proud of the high-quality portfolio of assets DGO Gold has accumulated. DGO has consistently traded at a discount to the value of its assets, and this offer not only recognises and unlocks that value, but provides DGO shareholders with ongoing exposure to these assets and the Gold Road portfolio, as part of a more liquid investment in a cash flow generating ASX200 Gold producer."

The Gold Road Offer

Gold Road Resources Limited (Gold Road) (ASX:GOR) and DGO Gold Limited (DGO) (ASX:DGO) are pleased to announce they have entered into a Bid Implementation Agreement (BIA) for a recommended conditional off-market takeover offer pursuant to which Gold Road will offer to acquire all the issued and outstanding ordinary shares of DGO (each a DGO Share and together the DGO Shares) for 2.16 Gold Road shares for every DGO Share (the Offer).

Gold Road's Offer provides DGO shareholders with a compelling opportunity to realise value for their DGO Shares whilst retaining an ongoing exposure to DGO's underlying assets through an interest in Gold Road. The all-scrip offer of 2.16 Gold Road shares for every DGO Share represents attractive and significant implied premia to VWAPs for DGO and Gold

Road (particularly relevant given DGO's relatively limited trading liquidity):

• ▪ 20% over DGO's last trading day VWAP of $2.91, at an implied offer price based on Gold Road's last trading day

  VWAP ($3.49);

• ▪ 28% over DGO's 10 day VWAP of $2.77, at an implied offer price based on Gold Road's 10 day VWAP ($3.55); and

• ▪ 37% over DGO's 30 day VWAP of $2.60, at an implied offer price based on Gold Road's 30 day VWAP ($3.56)5.

The Offer extends to all DGO Shares currently on issue, and those issued during the Offer period as a result of the exercise of currently issued options or performance rights. Separate offers are being made for those DGO convertible securities, on terms that are consistent with the Offer.

DGO Board Recommendations

The DGO Board of Directors unanimously recommend that DGO shareholders accept the Offer and have agreed to accept the Offer in respect of all DGO Shares they own or control, in both instances in the absence of a superior offer. DGO Directors own or control ~16% of DGO's issued shares. This intention extends to any new DGO Shares issued upon exercise of DGO convertible securities owned or controlled by them (which they intend to accept the separate offers being made for those convertible securities or immediately exercise and accept the Offer should those DGO convertible securities vest in accordance with their terms).

Overview of DGO Gold

DGO owns a portfolio of strategic investments in ASX listed companies De Grey Mining Ltd (~14.4%), Dacian Gold Ltd (~6.8%) and Yandal Resources Ltd (~20.1%). A summary of each strategic investment is given below.

• • De Grey Mining Ltd (ASX:DEG) owns 100% of the Mallina Gold project in Western Australia. To date, De Grey has defined 9.0 million ounces of gold at Mallina. In October 2021, De Grey published a scoping study that outlined a 10 year mining operation producing an average of 427kozpa at an average AISC of A$1,244 per ounce.6

• 5 All based on the trading price of DGO shares on the ASX Closing Price for the relevant periods ended on 1 April 2022.

• 6 DEG ASX announcement dated 5 October 2021

• • Dacian Gold Limited (ASX:DCN) owns (100%) and operates the Mt Morgans Gold Operation in Western Australia. Mt Morgans hosts a 2.5 million ounce Mineral Resource and a 0.4 million ounce Ore Reserve, and forecasts 100-110koz of production in FY2022 at an average AISC of A$1,750-1,850 per ounce7.

• • Yandal Resources Ltd (ASX:YRL) explores several prospects in the Yandal Greenstone in Western Australia.

DGO also holds a number of greenfield exploration projects in its own right, including the Mallina Project located adjacent to De Grey's Mallina Gold Project, the Yerrida Project located in the Yerrida and Bryah Basins of Western Australia and the Pernatty Project, a large tenement package located in the prospective Stuart Shelf region of South Australia.

Gold Road's Strategic Rationale

The Offer aligns with Gold Road's strategy to grow and diversify its growth pipeline with high quality opportunities in tier one jurisdictions. In particular, the ~14.4% shareholding in De Grey mining provides Gold Road with a strategic interest in the Hemi discovery, Mt Morgans Gold mine and a prospective package of exploration tenements in Australia.

This aligns well with Gold Road's 50% ownership in the Gruyere Gold Mine, another significant greenfields gold discovery that was made by Gold Road in 2013. This strategic acquisition will complement and enhance Gold Road's existing exploration exposure. Gold Road has the demonstrated capability and resources to advance DGO's growth assets, creating value for shareholders. This is demonstrated by the discovery of the Gruyere deposit, subsequent resource growth and definition and successful mine construction, commissioning and ramp-up. The Gruyere Project was delivered, fit for purpose and without a lost time injury, with full community support and full environmental compliance.

The transaction will not impact Gold Road's strong balance sheet or its ability to continue funding growth and returns for its shareholders.

Key Benefits of the Offer for DGO Shareholders

• ▪ Attractive and significant premium - The Offer represents an attractive and significant premium to recent trading levels of DGO Shares.

• ▪ Gold Road's Offer is subject to minimal conditions- Gold Road's Offer is conditional on an 80% minimum acceptance condition, no disposal of any marketable securities, a limited number of other standard conditions and no material adverse changes occurring at DGO or De Grey Mining Ltd (a complete list of conditions is included in the BIA). Subject to no prior breach of any other conditions, Gold Road intends to waive all other conditions within 6 business days after the 80% acceptance is achieved and at this time the offer will become unconditional.

• ▪ Unlock value of underlying portfolio - DGO's share price has historically traded at a discount to the underlying market value of its listed investments. The Offer not only unlocks that value, but given it is scrip consideration, provides DGO shareholders with ongoing exposure to the DGO portfolio (including the ~14.4% interest in De Grey)

  and Gold Road's high quality Gruyere Operation and Yamarna exploration tenure.

• ▪ Exposure to a high quality, liquid, ASX200 gold producer - Gold Road is an ASX200 listed company with a market capitalisation of approximately A$1.4 billion with considerably higher liquidity than DGO, trading on average 4.9

  million shares per day8. Gold Road has a 50% interest in one of Australia's largest producing gold mines that is expected to generate substantial cash flow to fund future growth. Gold Road's 2022 attributable production guidance is 150,000 - 170,000 ounces of gold at an attributable All-In Sustaining Cost (AISC) of A$1,270 - $1,470 per ounce9. Gold Road's dividend policy offers shareholders an opportunity to benefit from future shareholder returns.

• 7 DCN ASX announcement dated 9 March 2022

• 8 Based on the 3 month average daily volume as at 1 April 2022

• 9 Refer to ASX announcement dated 31 January 2022

• ▪ Reduced likelihood of future funding requirements and associated dilution risk - DGO currently has a latest disclosed net debt position of $6.4 million as at 31 March 2022.10 Future funding, including to fund its pro rata share in any future capital raising by a portfolio company of DGO, or to fund ongoing exploration programs, would likely require DGO to raise further capital either by way of debt or an equity offering. With $131.5 million11 in cash and no drawn debt, Gold Road is well positioned to fund any future capital requirements without the need to dilute shareholder's equity.

• ▪ Potential opportunity to benefit from Capital Gains Tax (CGT) scrip for scrip rollover relief - DGO shareholders may benefit from CGT scrip for scrip rollover relief if Gold Road is able to acquire more than 80% of the issued shares of DGO.

Bid Implementation Agreement

Under a BIA dated 3 April 2022, Gold Road and DGO have given undertakings to each other to facilitate the Offer. The offer is subject to certain conditions, the full list of which is set out in the BIA, including:

• • 80% minimum acceptance by DGO shareholders;

• • no divestment of DGO's shares in De Grey Mining Ltd (and other marketable securities except in certain circumstances);

• • DGO's tenements are maintained in their current form;

• • no material disposals, cancellation, or new commitments by DGO;

• • no material adverse changes occurring, including a material adverse change in De Grey Mining Ltd's Hemi Mineral Resource; and

• • other customary conditions for a transaction of this type.

Gold Road intends to waive all other conditions within 6 business days after the 80% acceptance is achieved and at this time the offer will become unconditional.

The BIA contains customary deal protection mechanisms including "no shop, no talk" and "no due diligence" restrictions, as well as notification and matching rights in the event of a competing proposal. A market-standard break fee may also be payable by DGO to Gold Road in certain circumstances, as set out in the BIA.

A copy of the BIA is attached to this announcement. The Offer will extend to all DGO shares, including those issued as a result of the exercise of options or performance rights during the Offer period. Separate offers are being made for those DGO convertible securities, on terms that are consistent with the Offer.

Timetable and Next Steps

Detailed information relating to the Offer will be set out in the Bidder's Statement and Target's Statement. The Target's

Statement is expected to be released to the ASX and dispatched to DGO shareholders later in April 2022, with the Bidder's Statement to be released to the ASX on or around 7 April 2022 and dispatched on or around 8 April 2022.

DGO shareholders may accept the Offer by following the instructions in the Bidder's Statement.

Advisers

Gold Road's financial adviser to the offer is RBC Capital Markets and its legal adviser is Corrs Chambers Westgarth.

DGO's financial adviser to the offer is Greenhill & Co. and its legal adviser is Piper Alderman.

This release was authorised by the respective Board of Directors of Gold Road and DGO Gold.

• 10 The draw down on the debt facility with Bell Potter is $6.5M as at 31 March 2022

• 11 Refer to ASX announcement dated 28 March 2022

Gold Road Contacts:

For further information, please visitwww.goldroad.com.auor contact:

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

For further information, please visitwww.dgogold.com.auor contact:

DGO Gold	Media Enquiries
Eduard Eshuys	MarKus Ziemer
Executive Chairman	Chief Operating Officer
Tel: [phone]	Tel: [phone]
[e-mail]
Disclaimer
Summary information

This joint announcement has been prepared by Gold Road and DGO Gold and includes information regarding the conditional takeover offer by Gold Road to acquire all of the shares on issue in DGO Gold (the Transaction). The information in this joint announcement concerning DGO Gold has been prepared by DGO Gold and information concerning Gold Road by Gold Road. Neither party make any representation or warranty, express or implied, as to the accuracy or completeness of the information prepared by the other. This announcement should also be read in conjunction with Gold Road and DGO Gold's other periodic and continuous disclosure announcements lodged with the ASX, which are available atwww.asx.com.auand also available on Gold Road's website atwww.goldroad.com.au and on DGO Gold's website at www.dgogold.com.au.

No Offer or Recommendation

This joint announcement it is not a bidder's statement or disclosure document under Australian law or under any other law. It is for information purposes only and is not an invitation nor an offer of Gold Road securities. It does not provide or constitute legal, financial or investment advice, nor is it a recommendation to acquire Gold Road or DGO Gold shares. This joint announcement does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in Gold Road by accepting the Offer nor does it contain all the information which would be required in a bidder's statement prepared in accordance with the requirements of the Corporations Act.

No Investment Advice

This joint announcement has been prepared without taking into account the investment objectives, financial situation, taxation considerations or particular needs of any person. Before making an investment decision, prospective investors should consider the appropriateness of the information contained in, or referred to in, this joint announcement having regard to their own investment objectives, financial situation and needs and seek legal and taxation advice appropriate to their jurisdiction.

US Restrictions

This joint announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This joint announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction. Any securities described in this joint announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

Future and Past Performance

To the extent this joint announcement contains certain "forward-looking statements" and comments about future events (including projections, guidance on future earnings and estimates) these statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Certain statements in this joint announcement are forward looking statements. Forward looking statements can generally be identified by the use of words such as "anticipate", "estimate", "expect", "project", "intend", "plan", "believe", "target", "may", "assume" and words of similar import. These forward-looking statements speak only as at the date of this joint announcement. These statements are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause the actual results, performances and achievements to differ materially from any expected future results, performance or achievements expressed or implied by such forward looking statements. Indications of, and guidance on, future earnings and financial position and performance, including forecast financial information for the combined Gold Road and DGO Gold merged group, are forward‐looking statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and, accordingly, not to put undue reliance on such statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions related to future business, economic, market, political, social and other conditions that, while considered reasonable by Gold Road and DGO Gold as at the date of this joint announcement, are inherently subject to significant uncertainties and contingencies. Many known and unknown factors could cause actual events or results to differ materially from estimated or anticipated events or results reflected in such forward-looking statements. Gold Road and DGO Gold disclaims any intent or obligation to update any forward looking information, whether as a result of new information, future events or otherwise, except to the extent required by law.