Dragon Mining proposes Hong Kong redomiciliation and new holding company listing

Bulletin Express
04/29

Dragon Mining Limited (incorporated in Western Australia) plans to shift its ultimate holding company to Dragon Gold Mining Limited, a Hong Kong-incorporated entity, through a court-sanctioned scheme of arrangement under Part 5.1 of Australia’s Corporations Act 2001.

Under the scheme, each Dragon Mining share on the record date will be cancelled in exchange for one new Dragon Gold Mining share; non-qualifying overseas shareholders will receive cash instead. Upon implementation, Dragon Gold Mining will list on the Hong Kong Stock Exchange (HKEX) by way of introduction, and Dragon Mining’s existing Main Board listing will be withdrawn.

Key conditions precedent include: 1) an independent expert concluding the scheme is in shareholders’ best interests; 2) Swedish foreign-investment clearance; 3) necessary ASIC consents; 4) in-principle HKEX listing approval; 5) requisite shareholder votes—over 50 % in headcount and at least 75 % of votes cast; 6) Federal Court of Australia approval; 7) absence of legal restraints and prescribed occurrences.

Implementation also requires the scheme to become effective and HKEX listing approval to remain in force.

Post-transaction impact • Assets, liabilities, operations and dividend capacity remain unchanged; Dragon Gold Mining will assume the same business—gold exploration, mining and processing in Finland and Sweden. • Board composition is unchanged except for the previously announced retirement of director Carlisle Caldow Procter after the 21 May 2026 AGM. • No convertible securities or share options are outstanding.

Estimated financial benefit Management projects administrative and compliance savings of approximately AU$0.30 million (17 %) in the first year after redomiciliation and about AU$0.50 million (23 %) annually thereafter, driven by reduced Australian regulatory obligations and elimination of dual company-secretary roles.

Capital authorities for the new entity Subject to the scheme taking effect, Dragon Gold Mining’s sole shareholder (Dragon Mining) has granted mandates to: • repurchase up to 10 % of issued shares; • issue up to 20 % of issued shares, extendable by the amount repurchased.

Next steps A scheme booklet—including the independent expert’s report, meeting notices and timetable—will be dispatched after ASIC review and initial court orders. Shareholders will vote at a Court-convened scheme meeting, immediately followed by an extraordinary general meeting to approve the associated capital reduction.

Dragon Mining cautions that the reorganisation remains subject to the stated conditions and may not proceed. Shareholders are advised to exercise care when dealing in the company’s securities.

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