Gold Road Resources : Bidder's Statement - GOR Recommended Takeover for DGO

Brookfield Place Tower 2

123 St Georges Terrace, Perth WA 6000, Australia

GPO BOX 9925, Perth WA 6001, Australia

Tel [phone] Fax [phone]www.corrs.com.au

7 April 2022

The Manager

Market Announcements Office ASX Limited

Level 40, Central Park 152-158 St George's Terrace PERTH WA 6000

Dear Sir / Madam

Oliver Carrick [phone] Email:[e-mail]

Marisa Orr [phone] Email:[e-mail]

Bidder's Statement - Off-market takeover bid by Gold Road Resources Limited

Contacts

We act for Gold Road Resources Limited ACN 109 289 527 (ASX: GOR) (Gold Road) in relation to its off-market takeover bid (Offer) under Chapter 6 of the Corporations Act 2001 (Cth) (Corporations Act) for all the current and to be issued ordinary shares in DGO Gold Limited ACN 124 562 849 (ASX:DGO) (DGO).

In accordance with item 5 of section 633(1) of the Corporations Act 2001 (Cth) (Corporations Act), we enclose a copy of the bidder's statement dated 7 April 2022 (Bidder's Statement) prepared by Gold Road in relation to the Offer.

For the purposes of section 633(2) and section 633(4)(a) of the Corporations Act and pursuant to a written notice provided to DGO on 5 April 2022, Gold Road hereby gives ASX notice that Gold Road has set the time and date for determining the people to whom the Bidder's Statement is to be sent in accordance with items 6 and 12 of section 633(1) of the Corporations Act as those on the register as at 7.00pm (Sydney time) on 7 April 2022.

The Bidder's Statement has been lodged today with the Australian Securities and Investments Commission and served on DGO.

Yours faithfully

Corrs Chambers Westgarth

Oliver Carrick Partner

Bidder's Statement Recommended Offer

by

Gold Road Resources Limited ABN 13 109 289 527

to acquire all of your ordinary shares in

DGO Gold Limited

ABN 96 124 562 849

for 2.16 Gold Road Shares for each of your DGO Shares

Accept Now

This is an important document and requires your attention.

If you are in any doubt about how to deal with this document, you should contact your broker, financial adviser or legal adviser.

Offer Information Line

Please call 1300 620 417 (within Australia) or [phone] (outside Australia), if you have any questions or require assistance with your acceptance. Further information relating to the Offer can be obtained from Gold Road's Offer website atwww.goldroad.com.au.

Financial Adviser

Legal Advisor

Key dates

Announcement Date	4 April 2022
Date of Bidder's Statement	7 April 2022
Date of the Offer	8 April 2022
Offer scheduled to close (unless extended or withdrawn*)	7.00pm (Sydney time) on 9 May 2022

*

The Offer may be extended to the extent permitted under the Bid Implementation Agreement and the Corporations Act.

Important Information

Bidder's Statement

This document is the Bidder's Statement dated 7 April 2022

given by Gold Road Resources Limited ABN 13 109 289 527

(Gold Road) to DGO Gold Limited ABN 96 124 562 849 (DGO) in relation to the off-market takeover offer for all DGO Shares under Part 6.5 of the Corporations Act.

A copy of this Bidder's Statement was lodged with ASIC and filed with ASX on 7 April 2022. Neither ASIC nor ASX nor any of their respective officers take any responsibility for the content of this Bidder's Statement.

Definitions and interpretation

A number of important words and phrases with particular meanings are used in this Bidder's Statement. These terms are explained in section 11 of this Bidder's Statement. Section 11 of this Bidder's Statements also includes certain rules of interpretation which apply to this Bidder's Statement.

Investment decisions

This Bidder's Statement does not take into account the individual investment objectives, financial situation or particular needs of each DGO Shareholder or any other person. 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.

Information regarding DGO and the Combined Group Any information in this Bidder's Statement concerning DGO or DGO's assets and securities, including information on the Combined Group to the extent that it incorporates or reflects information on DGO, has been prepared from publicly available information and limited information made available by DGO to Gold Road. This information has not been independently verified by Gold Road, and accordingly to the extent permitted by the Corporations Act, Gold Road makes no representations or warranties, express or implied, as to the accuracy or completeness of such information.

The information in this Bidder's Statement relating to DGO should not be considered comprehensive. Further information relating to DGO may be included in the Target's Statement which will be sent to you by DGO.

Forward looking statements

This Bidder's Statement may contain forward looking statements, which include statements other than statements of historical fact. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industry in which DGO and Gold Road operate as well as general economic conditions, prevailing exchange rates and interest rates, and conditions in the financial markets and other factors, many of which are beyond the control of Gold Road. Actual events, results, values, performance or achievements may differ materially from events, results, values, performance or achievements expressed or implied in any forward looking statement. The past performance of Gold Road is no guarantee of future performance.

None of Gold Road, any of the Gold Road Directors, officers or advisers, or any other person named in this Bidder's Statement with their consent or involved in the preparation of this Bidder's Statement, gives any representation, warranty, assurance or guarantee that the occurrence of the eventsexpressed or implied in any forward looking statements in this Bidder's Statement will actually occur. Accordingly, you are cautioned not to place undue reliance on any forward looking statements.

The forward looking statements in this Bidder's Statement only reflect views held as at the date of this Bidder's Statement.

Value of Gold Road Shares

As you are being offered Gold Road Shares as consideration for your DGO Shares, the implied value of the Offer will vary with the market price of Gold Road Shares. Further information on the implied value of the Offer is contained in the 'Reasons why you should accept the Offer' section of this Bidder's Statement.

Foreign Shareholders

DGO Shareholders should note that the consideration under the Offer is Gold Road Shares, which are shares in an Australian public company listed on ASX. The Offer is subject to disclosure requirements in Australia which are different from those applicable in other countries.

DGO Shareholders whose addresses in DGO's registers of securityholders are not in Australia, New Zealand, Singapore, United Kingdom or the United States (excluding DGO Shareholders who are not Accredited Investors) will not be entitled to receive Gold Road Shares on acceptance of the Offer (unless Gold Road determines otherwise). Foreign Shareholders who accept the Offer will be paid a cash amount calculated in accordance with section 10.11 of this Bidder's Statement.

This Bidder's Statement does not constitute an offer to issue or sell, or the soliciting of an offer to buy, any securities referred to in this Bidder's Statement in any jurisdiction in which the offer or issue of such securities would be unlawful. In particular, the Gold Road Shares have not been, and will not be, registered under the US Securities Act 1933 or the securities laws of any US state or other jurisdiction. Accordingly, the Gold Road Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

To participate in the Offer, DGO Shareholders resident in the United States must sign and return a customary US investor certificate that is available from Gold Road.

New Zealand

This Bidder's Statement is not a New Zealand disclosure document and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Financial Markets Conduct Act 2013 or any other New Zealand law.

The offer of Gold Road Shares is being made to existing shareholders of DGO in reliance upon the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 and, accordingly, this Bidder's Statement may not contain all the information that a disclosure document is required to contain under New Zealand law.

Singapore

The Offer is made pursuant to the exemption under section 273(1)(b) of the Securities and Futures Act (Cap 289) (SFA). This Bidder's Statement and any document or material in connection with the offer or sale, or invitation for subscription or purchase of Gold Road Shares are not a prospectus as defined in the SFA and, therefore, have not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore (MAS). Accordingly, statutory liability under the SFA in relation to the content of prospectuses will not apply. MAS assumes no responsibility for the contents of this Bidder's Statement. MAS has not in any way considered the merits of the Gold Road Shares being offered pursuant to the Offer as described in this Bidder's Statement. You should consider carefully whether this offer is suitable for you.

This Bidder's Statement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of Gold Road Shares may not be circulated or distributed, whether directly or indirectly, nor may Gold Road Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore except pursuant to and in accordance with the exemption set out in section 273(1)(b) of the SFA or otherwise in accordance with any other relevant exemption under the SFA.

Any offer of Gold Road Shares is personal to you, as a shareholder of DGO, and is not made to you with a view to the securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to on-sale restrictions in Singapore and comply accordingly.

United Kingdom

Neither this Bidder's Statement nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been published or is intended to be published in respect of the Gold Road Shares.

The Gold Road Shares may not be offered or sold in the United Kingdom by means of this Bidder's Statement or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This Bidder's Statement is issued on a confidential basis in the United Kingdom to "qualified investors" (as defined in the UK Prospectus Regulation) and fewer than 150 other persons who are existing shareholders of DGO. This Bidder's Statement may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the Gold Road Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to Gold Road. In the United Kingdom, this Bidder's Statement is being distributed only to, and is directed at, persons:

(i)who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, as amended (FPO);

• (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO; or

• (iii) to whom it may otherwise be lawfully communicated,

(together, relevant persons). The investment to which this Bidder's Statement relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this Bidder's Statement.

United States

This Bidder's Statement has not been filed with, or reviewed by, the US Securities and Exchange Commission or any state securities authority and none of them has passed upon or endorsed the merits of the offer of Gold Road Shares or the accuracy, adequacy or completeness of this document. Any representation to the contrary is a criminal offence.

The Gold Road Shares have not been, and will not be, registered under the US Securities Act 1933 or the securities laws of any US state or other jurisdiction. The Gold Road Shares are not being offered in any US state or other jurisdiction where it is not legally permitted to do so.

DGO shareholders should note that the Offer is made for the securities of an Australian company in accordance with the laws of Australia and the Listing Rules of the Australian Securities Exchange. The Offer is subject to the disclosure requirements of Australia that are different from those of the United States. Any financial statements included in the Bidder's Statement have been prepared in accordance with Australian accounting standards and may not be comparable to the financial statements of US companies.

It may be difficult for you to enforce your rights and any claim you may have arising under US federal securities laws, since Gold Road is incorporated in Australia and some of its officers and directors are residents of Australia. You may not be able to sue Gold Road or its officers or directors in Australia for violations of the US securities laws. It may be difficult to compel Gold Road and its affiliates to subject themselves to a US court's judgment.

You should be aware that Gold Road may purchase securities other than under the Offer, such as in privately negotiated purchases.

Any pro forma historical financial information included in this Bidder's Statement does not purport to be in compliance with Article 11 of the SEC's Regulation S-X. The pro forma adjustments made in arriving at the pro forma historical financial information included in this Bidder's Statement may not be permissible under the SEC's rules and regulations on pro forma financial presentations.

No internet site is part of this Bidder's Statement

Gold Road maintains an internet site at goldroad.com.au. Any references in this Bidder's Statement to an internet site are a textual reference for information only and no information in any internet site forms part of this Bidder's Statement.

Privacy

Gold Road has collected your information from the registers of securityholders of DGO for the purposes of making the Offer, recording acceptances over your DGO shareholding and, if accepted, accounting to you for the Offer consideration including issuing your new shareholding in Gold Road. Under the Corporations Act, the name and address of security holders are required to be held in a public register. Gold Road and the share registry may disclose your personal information to their Related Bodies Corporate and external service providers and may be required to disclose such information to regulators, such as ASIC. The registered address of Gold Road is Level 2, 26 Colin Street, West Perth WA 6005.

Miscellaneous

All amounts are in Australian currency unless otherwise specified. All references to time are to the local time in Sydney, New South Wales. A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Bidder's Statement are subject to the effect of rounding. Accordingly actual figures may differ.

Chairman's Letter

Chairman's Letter

Dear DGO Shareholder,

Recommended off-market takeover bid for DGO

On behalf of the Gold Road Board, I am pleased to present you with this Bidder's Statement which details Gold Road's Offer to acquire all of your DGO Shares.

The Offer has been unanimously recommended by the DGO Board and each DGO Director intends to accept the Offer in respect of all DGO Shares they own and control (representing approximately 16% of DGO Shares on issue), in each case in the absence of a Superior Proposal.

The all scrip offer represents an attractive and significant implied premium for every DGO Share, implying an offer price of $3.55 per DGO Share1, and an equity value of approximately $308 million (partially diluted basis)2.

The Gold Road offer represents an attractive and significant implied premium for DGO shareholders at various volume weighted average share prices (VWAPs)3:

• • 20% over the last trading day VWAP (prior to the Announcement Date) of $2.91 for DGO shares, at an implied offer price of $3.49 based on Gold Road's last trading day VWAP;

• • 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.

Under the Offer, DGO Shareholders are provided an opportunity to obtain significantly elevated liquidity on their investments given the considerably higher trading liquidity of their resulting holding of Gold Road Shares relative to that of DGO Shares on the ASX, whilst realising an attractive and significant premium to the recent trading levels of DGO Shares.

DGO Shareholders will also gain immediate leverage to the gold price via Gold Road's 50% interest in the high quality Gruyere Gold Mine (Gruyere), which is targeting production to a sustainable 350,000 ounces (100% basis) per annum4 from calendar year 2023. Gruyere's mine life is greater than 10 years and is one of Australia's largest gold mining operations. In addition, you will gain exposure to Gold Road's industry leading exploration strategy across its 100% owned Yamarna tenements. Gold Road's dividend policy5 offers shareholders an opportunity to benefit from future shareholder returns. Importantly, DGO Shareholders will also continue to benefit from exposure to DGO's current suite of assets after they are incorporated in the combined group.

The Offer is conditional on an 80% Minimum Acceptance Condition by DGO shareholders, no disposal of any De Grey Mining Ltd listed securities and other standard conditions. Gold Road intends to waive all remaining conditions within 6 business days after the 80% Minimum Acceptance Condition is met provided there is no subsisting breach of conditions at that time (see section 10.12 of this Bidder's Statement for the full list of conditions). At this time the Offer will become unconditional. Full details of the Offer, including its terms, are set out in this Bidder's Statement. I encourage you to read this Bidder's Statement carefully, and in its entirety, and then accept the Offer as soon as possible.

1 Based on the 10 day VWAP of Gold Road shares on the ASX as of 1 April 2022, being the last trading day prior to the Announcement Date. The implied value of the Offer will change with fluctuations in the Gold Road share price.

2 Calculated as $3.55 multiplied by partially diluted shareholding of 86,748,194 shares. Excludes out of the money DGO Options and DGO Performance Rights.

• 3 Each Gold Road VWAP as of 1 April 2022, being the last trading day prior to the Announcement Date.

• 4 See Gold Road ASX announcements from 17 February 2022 entitled "2021 Annual Mineral Resource and Ore Reserve

Statements" , 31 January 2022 entitled "Yamarna Mineral Resource Grows and Exploration Update", and 15 February 2021 entitled "Gruyere 3-year Outlook, 2021 Guidance & Growth Strategy" available at goldroad.com.au. Gold Road confirms that all material assumptions underpinning the production target in the initial announcement continue to apply and have not materially changed. 5 See Gold Road ASX announcement dated 16 September 2020.