Dynamic : Investor Presentation

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ACQUISITION OF WELLDRILL

11 JULY 2022

Dynamic Group Holdings Ltd ACN 640 888 213

ersonalPOSITIONING FOR GROWTHuse only

DISCLAIMER

This presentation is dated 11 July 2022 and has been prepared by Dynamic Group Holdings Ltd (ACN 640 888 213) (Company). The issue of this presentation is intended only for the person or entity to which it has been transmitted. This presentation does not constitute an offer in any jurisdiction. This presentation contains general information only and does not consider the investment objectives, financial situation and needs of individual investors.

Not a disclosure document

The purpose of this presentation is to provide general information about the Company only. This presentation is not a disclosure document for the purpose of Chapter 6D of the Corporations Act 2001 (Cth) and does not purport to include the information required of such a disclosure document. This presentation has not, nor will it be, lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange.

No warranty

The Company and its directors, employees, agents, representatives, advisers and consultants give no representation or warranty to a recipient of this presentation as to the accuracy or completeness of the statements contained in this presentation or in relation to any other matter and to the fullest extent permitted by law, disclaim responsibility for and have no liability to a recipient of this presentation for any error or omission in or for any statement in this presentation, including if due to any negligence, fault or breach of duty of any type.

Forward looking statements

This presentation may contain forward-looking statements. Those forward-looking statements reflect views held only as at the date of this presentation. Any forecast figures or other forward-looking statement contained in this presentation may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct and may be affected by known and unknown risks. Actual figures may vary materially from those set out in this presentation, positively or negatively, and such deviations are both normal and to be expected. The performance and operations of the Company may be influenced by a number of factors, many of which are outside the control of the Company and particularly include risks and uncertainties in the process of developing technology and in the endeavour of building a business around such products and services.

To the maximum extent permitted by law, no representation is given, and nothing in this presentation or any other information made available by the Company or any other party should be relied upon as a promise or representation, as to the future condition of the respective businesses, projects and operations of the Company. Accordingly, recipients should not place undue reliance on these intentions, expectations, future plans, strategy and prospects. The Company will not undertake any obligation to release publically any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Financial statements

The Company's financial statements comply with International Financial Reporting Standards (IFRS).This presentation may include certain non-IFRS performance measures including EBTIDA, Underlying NPBT, Underlying NPAT, Gross Debt, Net Debt in relation to the Company and Welldrill (comprising PDC Drilling Pty Ltd and Delmoss Nominees Pty Ltd). In the case of Welldrill FY2023 forecasts, these include contributions from the Rig-6 Fleet which the Company anticipates acquiring in October 2022. Non-IFRS measures have not been subject to audit or review and should not be considered as an alternative to an IFRS measure of profitability, financial performance or liquidity. The Company has prepared (and made assumptions int eh preparation of) the financial information relating to Welldrill in reliance on limited financial and other information provided by or on behalf of Welldrill n and its shareholder(s). To the maximum extent permitted by law, the Company does not take any responsibility for that information. Specifically, the Company notes that the historical results of Welldrill are unaudited.

Reliance on presentation

Recipients must make their own assessment about the likelihood of a matter, about which a forward-looking statement is made, occurring. This presentation does not purport to contain all the information a recipient of this presentation requires to make an informed decision whether to invest in the Company. Specifically, this presentation does not purport to contain all the information that investors and their professional advisers would reasonably require to make an informed assessment of the Company's assets and liabilities, financial position and performance, profits, losses and prospects.

Not a recommendation or financial advice

The information in this presentation is not a recommendation to subscribe for securities in the Company and does not constitute financial advice. Any person who intends to subscribe for securities must conduct their own investigations, assessment and analysis of the Company and its operations and prospects and must base their investment decision solely on those investigations and that assessment and analysis. Prospective investors should consult their own legal, accounting and financial advisers about an investment in the Company.

Speculative investment

An investment in securities in the Company should be considered speculative and is subject to investment and other known and unknown risks, some of which are beyond the control of the Company/. The Company does not guarantee any rate of return or the absolute or relative investment performance of its securities.

No other material authorised

The Company has not authorised any person to give any information or make any representation in connection with any proposed offer of securities. A prospective investor cannot rely upon any information or representations not contained in this presentation.

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TABLE OF CONTENTS

1. Acquisition Overview
2. Strategic Rationale
3. Financing
4. Appendix

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Section 1. Acquisition Overview

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TRANSACTION HIGHLIGHTS

• Dynamic Group Holdings Limited (Dynamic) to acquire 100% of Welldrill for upfront consideration of A$15m and total consideration of A$19m comprised of;
• • A$14m cash upon completion;
  • A$1m in fully paid ordinary Dynamic shares (escrowed until 31 March 2023); and
  • A$4m deferred cash payable at 31 March 2023
• In addition, Dynamic will incur up to A$4m in capital costs post completion of the transaction in relation to the purchase of a newly built water well rig and ancillary equipment ("Rig-6 Fleet") which is expected to arrive in October 2022
• Welldrill is a WA-based water well drilling business with a tier-1 client base including BHP, the WA Government, the Department of Water and Environmental Regulation and OZ Minerals
• The acquisition is expected to be more than 30% earnings per share accretive to Dynamic shareholders in FY231
• • Welldrill is anticipated to generate ~A$26-28m revenue and ~A$7-8m EBITDA in FY232
  • Welldrill acquired with ~A$0,5m net cash and A$5m positive net working capital
  • Implied FY23 EV / EBITDA multiple of 3.0x if Welldrill achieves midpoint of FY23 EBITDA forecast of A$7.5m2
• Welldrill provides defensive revenue stream with increased exposure to government contracts and production mining
• Acquisition adds complementary service offering, technology systems, customer base and management expertise
• Leading drilling executive and Welldrill General Manager, Tim Westcott, to join the Dynamic executive management team
• Dynamic to fund the acquisition through upsized bank facilities and existing liquidity (A$8.9m cash at March 2022)

1.	Based on individual FY2023 budgets of Dynamic and Welldrill and includes contribution of Rig-6 Fleet in FY2023.	5
2.	Welldrill FY2023 forecasts include contribution from the Rig-6 Fleet.