Seadragon : 2018-10-08 SEA SPH Notice - Pescado Holdings Limited

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To:	NZX Limited
and
To:	SeaDragon Limited
Relevant event being disclosed:	Disclosure of movement of 1% or more in substantial holding
Date of relevant event:	5 October 2018
Date this disclosure made:	5 October 2018
Date last disclosure made:	8 August 2018

Substantial product holder(s) giving disclosure

Full name(s):	Pescado Holdings Limited
Summary of substantial holding
Class of quoted voting products:	SeaDragon Limited ordinary shares (SEA)
Summary for:	Pescado Holdings Limited
For this disclosure,-
(a) total number held in class:	855,433,823 (and up to 1,764,524,732 in total if the
maximum number of loan notes are issued to Pescado
Holdings Limited and are converted).

(b)

total in class:

4,843,304,727 (and up to 5,752,395,636 in total if the maximum number of loan notes are issued to Pescado Holdings Limited and are converted).

(c)total percentage held in class:

17.662% (and up to 30.675% in total if the maximum number of loan notes are issued to Pescado Holdings Limited and are converted).

(Please refer to the "Important Note" below)

For last disclosure,-

(a) total number held in class:

855,433,823 (and up to 1,764,524,732 in total if the maximum number of loan notes are issued to Pescado Holdings Limited and are converted).

• (b) total in class:

  4,513,618,718 (and up to 5,422,709,627 in total if the maximum number of loan notes are issued to Pescado Holdings Limited and are converted).

• (c) total percentage held in class:

18.952% (and up to 32.540% in total if the maximum number of loan notes are issued to Pescado Holdings Limited and are converted).

Details of transactions and events giving rise to relevant event

On 5 October 2018, SeaDragon issued 329,686,009 new shares to third parties pursuant to SeaDragon's 1 for 1 rights offer. None of those shares were issued to Pescado Holdings Limited (Pescado). As a result, Pescado's substantial holding in SeaDragon has decreased by more than 1% from the percentage last disclosed.

Important Note

Unless otherwise stated, the numbers and percentages and shares used in this notice:

(a) (b)are based on a total of 4,843,304,727 SeaDragon ordinary shares currently on issue; assume that Pescado converts convertible notes with an aggregate face value of $3,000,000 (of which $1,875,000 of notes have been issued to Pescado at the date of this notice) at a conversion price of $0.0033 per share (resulting in the issue of 909,090,909 shares);

(c) (d) (e)

assume that neither Comvita nor BioScience converts any convertible loan notes; assume that no options issued by SeaDragon are exercised; and assume that no other ordinary shares in SeaDragon are issued or repurchased.

Details after relevant event

Details for:

Pescado Holdings Limited.

Nature of relevant interest(s):

Registered holder and beneficial owner. No relevant agreement is required to be attached because of the application of regulation 141 of the Financial Markets Conduct Regulations 2014.

For that relevant interest,-

(a)	number held in class:	855,433,823
(b)	percentage held in class:	17.662%
(c)	current registered holder(s):	Pescado Holdings Limited
(d)	registered holder(s) once transfers are	Pescado Holdings Limited
registered:

Note: This percentage ignores the effect of conversion of the convertible loan notes referred to below.

Nature of relevant interest(s):

Power to control acquisition of ordinary shares in SeaDragon through conversion of convertible loan notes. The relevant agreement document (being the second amended and restated CLN as extracted from schedule 3 of the DoA) (comprising 30 pages) was attached to a previous disclosure dated 5 July 2018.

For that relevant interest,-

(a) number held in class:

909,090,909 (noting that as of the date of this notice, $1,875,000 of notes have been issued, which would convert into 568,181,818 ordinary shares)

(b)percentage held in class:

15.804% (noting that as of the date of this notice, $1,875,000 of notes have been issued, which would convert into 10.500% of the ordinary shares)

(c) (d)current registered holder(s):

N/A

registered holder(s) once transfers are registered:

Unknown

Please refer to the "Important Note" above regarding the number and percentage held in class stated for this relevant interest.

Additional information

Addresses of substantial product holder(s):

Pescado Holdings Limited 21 Leslie Hills Drive Riccarton Christchurch

Contact details:

Warwick Webb ([phone]

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: Dame Adrienne Stewart, Mark Stewart and Todd Stewart

Certification

I, Warwick Graham Webb, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.