Investor Presentaiton

I n) Underwriting Risk The Company has entered into an Underwriting Agreement with Macquarie Capital (Australia) Limited (the "Underwriter") under which the Underwriter has agreed to fully underwrite the Offer (the "Underwriting Agreement"), subject to the terms and conditions of the Underwriting Agreement. The Underwriters' obligations to underwrite the Offer are conditional on certain customary matters, including (but not limited to) the Company delivering certain confirmation certificates, due diligence documentation and shortfall certificates. Further, if certain events occur, the Underwriter may terminate the Underwriting Agreement. Termination of the Underwriting Agreement may have an adverse impact on the Company's ability to fund the development and commissioning of the Mt Morgan Gold Project. If the Underwriting Agreement is terminated, the Company may need to find alternative funding to complete the development and commissioning of the Mt Morgan Gold Project. Termination of the Underwriting Agreement could materially and adversely affect the Company's business, cashflow, financial performance, financial condition and share price. The Underwriter may terminate the Underwriting Agreement and be released from its obligation to underwrite the Offer on the happening of certain events (in certain circumstances, having regard to the materiality of the relevant event), including (but not limited to) where: the ASX announces that the Company is delisted, removed from quotation or its ordinary shares are suspended from trading or quotation; • the Company or a material subsidiary of the Company is or becomes insolvent; • • the S&P/ASX 200 Index closes for two consecutive Business Days at any time until 4:00p.m. on the Institutional Settlement Date, or, at any time from the Institutional Settlement Date until the Retail Settlement Date, at a level that is 10% or more below its level as at the close of trading on the Business Day before the date of the Underwriting Agreement; the Australian dollar gold price closes for two consecutive Business Days at any time until 4:00p.m. on the Institutional Settlement Date, or, at any time from the Institutional Settlement Date until the Retail Settlement Date, at a level that is 10% or more below its level as at the close of trading on the Business Day before the date of the Underwriting Agreement; the Company fails to perform or observe any of its obligations under the Underwriting Agreement including any failure to lodge documents or meet the agreed timetable; the Company has a changed in directorship except as announced to ASX prior to the date of the Underwriting Agreement; the Company's directors commit certain offences; any adverse change occurs in the assets, liabilities, financial position or performance, profits, losses or prospects of the Company group; or the Company indicates that it does not intend to proceed with all or any part of the Offer. In some cases, the Underwriter's ability to terminate the Underwriting Agreement will depend on whether the event has or is likely to have a materially adverse effect on the marketing, success or settlement of the Offer, or has given or is likely to give rise to a contravention by the Underwriter of any applicable law or regulation. Appendix: Key Risks DACIAN GOLD LIMITED/daciangold.com.au 29 29

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