Dragon Mining : Substantial Holder Notices

For personal use only

31 May 2022

Market Announcements Office

ASX Limited

Exchange Centre

20 Bridge Street

Sydney NSW 2000

CC: DRA Global Limited and the Takeovers Panel

By electronic lodgement

Form 603 (Notice of initial substantial holder), Form 604 (Notice of change of interests of substantial holder), Form 605 (Notice of ceasing to be a substantial holder) in relation to DRA Global Limited (ASX:DRA)

Please find attached a Form 603 (Notice of initial substantial holder), Form 604 (Notice of change of interests of substantial holder) and Form 605 (Notice of ceasing to be a substantial holder) (Notices) in relation to DRA Global Limited (DRA).

The Notices and this covering letter have been filed in accordance with final orders made by the Takeovers Panel in relation to an application dated 21 March 2022 by Haydn von Maltitz in relation to the affairs of DRA. The application related to (among other things) a proposed requisition, by concerned shareholders in DRA and signed by the undersigned, of a meeting of members of DRA to consider resolutions to appoint and remove certain persons as directors of DRA.

Upon the withdrawal of the proposed requisition, the relevant substantial holdings ceased (as detailed in the attached Forms).

Refer to the Takeovers Panel orders released to the ASX on 16 May 2022 for further information.

Yours sincerely
[Sent electronically]	[Sent electronically]	[Sent electronically]
James Smith	Alistair Hodgkinson	Darren Naylor

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Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

onlyToCompany Name/Scheme

ACN/ARSN

1. Details of substantial holder (1)

Name

DRA Global Limited

ACN 622 581 935

GSPC Trading and Refining (Pty) Ltd (GSPC), James Andrew Hart Smith (Smith), the James & Paula Smith Family Trust (JPSFT), Alistair Ruth (Pty) Ltd (AR), Alistair Bradley Hodgkinson (Hodgkinson), K2019098992 (South Africa) (Pty) Ltd (KSA), Kilmarnock Investments Holdings (Pty) Ltd (Kilmarnock), Addax Holdings (Pty) Ltd (Addax) and Darren Stephen Naylor (Naylor) (together, the Substantial Holders)

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Not applicable
ACN/ARSN (if applicable)
The holder became a substantial holder on	17 February 2022

2. Details of 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

re evant interest (3) in on the date the substantial holder became a substantial holder are as follows:
personal
Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully Paid Ordinary Shares	8,057,275	8,057,275	14.88%
(Shares)

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

	Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
		GSPC's relevant interest is held
		pursuant to section 608(1)(a) of the
		Corporations	Act	2001	(Cth)
		(Corporations Act) as the registered
		holder of Shares.
		Smith's relevant interest is held pursuant
		to sections 608(1)(b) and (c) and 608(3)
		of the Corporations Act, as Smith
		controls the exercise of powers of voting
For		and disposal of Shares held by GSPC
	(except that DRA Global Limited (DRA)
	controls the exercise of the power of
		disposal of 238,406 of the Shares
	GSPC, Smith and JPSFT	pursuant to a Share Scheme Sale and 799,990 Shares
		Loan Deed dated 21 May 2021 in the
		form attached as Annexure D to DRA's
		substantial holder notice dated 9 July
		2021) and Smith has 100% voting power
		in GSPC and controls GSPC (as Smith
		is the sole director of GSPC and he is
		also a trustee and beneficiary of JPSFT).
		JPSFT's relevant interest is held
		pursuant to section 608(3)(a) of the
		Corporations Act, as (notwithstanding it
		is a trust) JPSFT, which is a South
		African trust, is the sole shareholder of
		GSPC.

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For personal use only

				AR's relevant interest is held pursuant to
				section 608(1)(a) of the Corporations Act
				as the registered holder of 884,639
				Shares.
				Hodgkinson's relevant interest is held
				pursuant to section 608(1)(a) of the
				Corporations Act as the registered
				holder of 68,839 Shares and pursuant to
				sections 608(1)(b) and (c) and 608(3) of
AR and Hodgkinson			the Corporations Act, as Hodgkinson	953,478 Shares
		controls the exercise of powers of voting
				and disposal of 884,639 Shares held by
				AR (except that DRA controls the
				exercise of the power of disposal of
				285,973 of those Shares pursuant to a
				Share Scheme Sale and Loan Deed in
				the form attached as Annexure D to
				DRA's substantial holder notice dated 9
				July 2021) and Hodgkinson having the
				power to exercise voting and disposal
				power of AR.
				Addax's relevant interest is held
				pursuant to section 608(1)(a) of the
				Corporations Act as the registered
				holder of Shares.
Naylor and Addax			Naylor's	relevant	interest is held	442,222 Shares
		pursuant to section 608(1)(b) and/or
				608(1)(c) of the Corporations Act by
				having the power to exercise the voting
				and disposal of the shares held by
				Addax.
				The following is based on information
				provided by Dowding.
				Anchor High's relevant interest is held
				pursuant to section 608(1)(a) of the
				Corporations Act as the registered
				holder of Shares.
				Mponjwane's relevant interest is held
				pursuant to section 608(2) of the
				Corporations Act by having indirect
				power or control over the voting and
Brian William Dowding (Dowding),	disposal of the Shares as a unitholder
Anchor High Equity Worldwide SNN QI	of the Anchor High Equity Fund as a
(Anchor	High),	Mponjwane	matter of practice.
Investments	Proprietary	Limited	Dowding's	relevant	interest	is held	3,913,423 Shares
(Mponjwane)	and The Lilla	Howe
pursuant to sections 608(3)(a) and/or
Trust (Lilla	Howe)	(together, the
608(3)(b) of the	Corporations	Act, by
Dowding Entities)
		having a relevant interest held through
				a body corporate (Mponjwane) in
				which his voting power is more than
				20% or which he controls.
				Lilla Howe's relevant interest is held
				pursuant to sections 608(3)(a) and/or
				608(3)(b) of the Corporations Act, by
				having a relevant interest held through
				a body corporate (Mponjwane) in
				which its voting power is more than
				20% or which it controls.
				Relevant		interest	under	section
				608(3)(a) of the Corporations Act by
				having voting power of above 20% in	All of the above Shares other than the
The Substantial Holders and Dowding	Addax, AR, GSPC	and Mponjwane
(including	due	to	holding	relevant	68,839 Shares held by Hodgkinson.
Entities
			interests in shares in those companies
				or being associated with Substantial
				Holders or Dowding Entities who hold
				such a relevant interest).
				KSA's relevant interest is held
KSA				pursuant	to	section	608(1)(a) of the	484,848 Shares
			Corporations Act as the registered
				holder of Shares.
				Kilmarnock's relevant interest is held
Kilmarnock				pursuant	to	section	608(1)(a) of the	1,463,314 Shares
			Corporations Act as the registered
				holder of Shares.

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4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

	Holder of relevant		Registered holder of	Person entitled to be	Class and number
	interest		securities	registered as holder (8)	of securities
			GSPC	GSPC	799,990 Shares
only
The Substantial Holders	and	AR	AR	884,639 Shares
Dowding Entities		Addax	Addax	442,222 Shares
			Anchor High	Anchor High	3,913,423 Shares
	KSA		KSA	KSA	484,848 Shares
	Kilmarnock		Kilmarnock	Kilmarnock	1,463,314 Shares
	Hodgkinson		Hodgkinson	Hodgkinson	68,839 Shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

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6. Associates

	Holder of relevant	Date of acquisition		Consideration (9)		Class and number
	interest			of securities
				Cash		Non-cash
N/A		N/A	N/A		N/A		N/A

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

personal	Name and ACN/ARSN (if applicable)	Nature of association
		The Substantial Holders are associated for the purpose of section
		12(2)(b) due to having effectively entered into relevant agreements
		(attached at Annexure A) for the purpose of controlling or
	The Substantial Holders	influencing the composition of DRA's board of directors, comprising
		notices pursuant to sections 203D and 249D of the Corporations
		Act in relation to a general meeting requisition and resolutions to
		remove and appoint certain directors of DRA.
		Dowding was determined by the Takeovers Panel (by declaration of
		9 May 2022) to be associated with the Substantial Holders because
		Hodgkinson, Smith, Naylor and Dowding:
		a) had a relevant agreement for the purpose of controlling or
		influencing the composition of DRA's board and the
	Dowding Entities	conduct of DRA's affairs and were associated under
		section 12(2)(b) of the Corporations Act; and
		b) were acting in concert in relation to DRA's affairs, for the
		purpose of controlling or influencing the composition of
		the DRA board, and were associated under section
For		12(2)(c) of the Corporations Act.
7. Addresses
The addresses of persons named in this form are as follows:
	Name	Address
	GSPC, Smith and JPSFT	C/- DRA Global Limited, Building 33,	Woodlands Office Park, 20
	Woodlands Dr, Sandton, 2080, South Africa
	AR and Hodgkinson	C/- DRA Global Limited, Building 33, Woodlands Office Park, 20
	Woodlands Dr, Sandton, 2080, South Africa
	Naylor and Addax	C/- DRA Global Limited, Level 8, 256 Adelaide Terrace, Perth WA
	6000
	KSA	Building 12, Greenstone Hill	Office	Park,	Emerald	Boulevard,
	Greenstone, 1609, South Africa
	Kilmarnock	Building 12, Greenstone Hill	Office	Park,	Emerald	Boulevard,
	Greenstone, 1609, South Africa
	Dowding	94 Marr Lane Belvidere, Knysna, South Africa

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Anchor High	25 Culross Road, Bryanston, Sandton, 2191, South Africa
Mponjwane	C/O PO BOX 3094, Houghton, South Africa
Lilla Howe	C/O PO BOX 3094, Houghton, South Africa

Signatures

only				Personally, as Director
print name	James Andrew Hart Smith (personally, for and on behalf of GSPC Trading and	capacity	of GSPC Trading and
Refining (Pty) Ltd and as trustee for JPSFT)	Refining (Pty) Ltd and as
			trustee for JPSFT
use	sign here	Sent electronically / Signature redacted	date	31/05/2022
	Alistair Bradley Hodgkinson (personally and for and on behalf of Alistair Ruth		Personally and as
print name	capacity	Director of Alistair Ruth
(Pty) Ltd)
		(Pty) Ltd
sign here
Sent electronically / Signature redacted	date	31/05/2022
personal
	Darren Stephen Naylor (personally and for and on behalf of Addax Holdings		Personally and as
print name	capacity	Director of Addax
(Pty) Ltd)
		Holdings (Pty) Ltd
sign here
Sent electronically / Signature redacted	date	31/05/2022
	James Hollywood (for and on behalf of Kilmarnock Investments Holdings (Pty)		Director of Kilmarnock
print name	capacity	Investments Holdings
Ltd)
		(Pty) Ltd
sign here
Sent electronically / Signature redacted	date	31/05/2022
print name	Craig Densham (for and on behalf of K2019098992 (South Africa) (Pty) Ltd)	capacity	Director of K2019098992
(South Africa) (Pty) Ltd
sign here
	Sent electronically / Signature redacted	date	31/05/2022
		DIRECTIONS
(1)	If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
For	trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
is clearly set out in paragraph 7 of the form.
(2)	See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)	See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)	The voting shares of a company constitute one class unless divided into separate classes.

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