FEDERAL COURT OF AUSTRALIA

Dragon Mining Limited, in the matter of Dragon Mining Limited [2026] FCA 934

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to s 411(1) of the Corporations Act 2001 (Cth) (Act):

(a)    the plaintiff convene and hold a meeting of the holders of fully paid ordinary shares (Shareholders) (Scheme Meeting), for the purpose of considering, and if thought fit, approving, a scheme of arrangement (with or without modifications) proposed to be made between the plaintiff and the Shareholders (Scheme), being the scheme in substantially the same form set out in Appendix XI of the scheme booklet (Scheme Booklet) in Annexure RAF-10 to the affidavit of Robyn Anne Ferguson filed on 22 June 2026 (Third Ferguson Affidavit);

(b)    the Scheme Meeting be held as a hybrid meeting at 10.00 am (Hong Kong/Perth time) on 6 August 2026:

(i)    with the physical venue of the Scheme Meeting at Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong; and

(ii)    via an online platform that allows for remote participation, to be accessed substantially in accordance with the instructions set out in the Notice of Scheme Meeting described in order 2(b) below.

(c)    the Scheme Booklet, which contains the explanatory statement required by s 412(1)(a) of the Act, in RAF-10 of the Third Ferguson Affidavit and in

Annexure RAF-11 of the Third Ferguson Affidavit (being the Chinese translation version of the Scheme Booklet) (Translated Scheme Booklet), be approved for distribution to Shareholders, subject to:

(i)    correction of any minor typographical or grammatical errors and final typesetting and formatting and page numbering;

(ii)    any minor amendments required or approved by the Australian Securities and Investments Commission (ASIC) for registration under s 412(6) of the Act;

(iii)    any minor amendments required by The Stock Exchange of Hong Kong Limited (HKEX);

(iv)    the correction or update of any relevant date references, interests held by shareholders of the plaintiff or Dragon Gold Mining Limited (a company incorporated in Hong Kong), issued capital or last trading prices, or other references to figures and dates; and

(v)    any other amendments approved by the Court.

2.    Subject to these orders and pursuant to s 1319 of the Act, the Scheme Meeting be:

(a)    convened, held and conducted in accordance with the provisions of Pt 2G.2 of the Act that apply to members of a company and the provisions of the plaintiff's constitution (Constitution), provided at Annexure DKB-01 to the affidavit of Daniel Karl Broughton sworn 12 June 2026 (Broughton Affidavit), that are not inconsistent therewith and that apply to meetings of members;

(b)    convened using a notice of scheme meeting in substantially the form contained in Appendix XIII of the Scheme Booklet, which is contained in Annexure RAF-10 of the Third Ferguson Affidavit (with any necessary amendments as contemplated above) (Notice of Scheme Meeting);

(c)    held and conducted pursuant to the arrangements for attending, participating and voting described in the Notice of Scheme Meeting, including in respect of the effect of a Shareholder's attendance at the Scheme Meeting on a proxy or attorney appointment by that Shareholder (Meeting Arrangements), and in

accordance with the provisions of Pt 2G.2 of the Act and to the extent that they are not inconsistent therewith, the provisions of the Constitution.

3.    Pursuant to s 1319 of the Act:

(a)    Mr Brett Robert Smith, or failing him, Ms Lau Tung Ni, be the chairperson of the Scheme Meeting (Chairperson) and report the result of the Scheme Meeting to this Court;

(b)    the Chairperson of the Scheme Meeting have power to adjourn or postpone the Scheme Meeting in the Chairperson's absolute discretion, for such time that the Chairperson thinks appropriate, to a time and place advised by the Chairperson and in that event, each Shareholder, present and entitled to vote, be entitled to one vote for each fully paid ordinary share in the capital of the plaintiff that the Shareholder is registered as holding as at 6.00 pm (Hong Kong/Perth time) on the date that is two calendar days before the date that the adjourned or postponed meeting resumes;

(c)    the plaintiff shall have the power to adjourn or postpone the Scheme Meeting to such time, date and place as it considers appropriate if a tropical cyclone warning signal No.8 or above or a Black Rainstorm Warning Signal issued by the Hong Kong Observatory is in force in Hong Kong at any time during the period commencing two hours before and ending at the scheduled commencement time of the meeting and, in that event, each Shareholder, present and entitled to vote, be entitled to one vote for each fully paid ordinary share in the capital of the plaintiff that the Shareholder is registered as holding as at 6.00 pm (Hong Kong/Perth time) on the date that is two calendar days before the date of the adjourned or postponed meeting;

(d)    in the event the Scheme Meeting is adjourned or postponed pursuant to Order 3(b) or 3(c) above, the plaintiff be authorised to give notice of the adjourned or postponed meeting to Shareholders by way of announcement on the HKEX and on its website, or in such other manner as the Court considers appropriate;

(e)    at the Scheme Meeting:

(i)    two Shareholders entitled to vote, present in person or by proxy or by an attorney under power, or by a corporate representative (if applicable) shall constitute a quorum;

(ii)    each Shareholder, present and entitled to vote, be entitled to one vote for each fully paid ordinary share in the capital of the plaintiff that the Shareholder is registered as holding as at 6.00 pm (Hong Kong/Perth time) on 4 August 2026;

(iii)    voting on the resolution on whether to approve the Scheme is to be conducted by way of a poll (declared by the Chairperson).

4.    The board of the directors of the plaintiff shall have the power to approve for lodgement on the plaintiff's HKEX announcements platform and on its website announcements regarding corrections, clarifications or changes to the arrangements for the Scheme Meeting where, in the board's discretion, such corrections, clarifications or changes are necessary to ensure that Shareholders as a whole will have a reasonable opportunity to participate in the Scheme Meeting, and such announcements will be taken to be sufficient notice of any corrections, clarifications or changes to the Meeting Arrangements provided they are made on or before 10.00 am (Hong Kong/Perth time) on 6 August 2026 and are explained by the Chairperson at the commencement of the Scheme Meeting.

5.    Subject to registration of the Scheme Booklet with ASIC pursuant to s 412(6) of the Act, the plaintiff shall, on or before 7 July 2026, despatch the Scheme Booklet and the Translated Scheme Booklet substantially in the form approved in Order 1(c) above to each of the Shareholders registered on the plaintiff's register of members at 6.00 pm (Hong Kong/Perth time) on 25 June 2026 (Register Time), by sending:

(a)    in the case of each Registered Shareholder (being a Shareholder registered on the plaintiff's share register) with a registered address in Hong Kong:

(i)    who has elected to receive hard copy shareholder communications in Chinese, by ordinary pre-paid post:

A.    a notification letter substantially in the form annexed to the Third Ferguson Affidavit as annexure RAF-17 (Registered Shareholder Notification Letter);

B.    an invitation letter substantially in the form annexed to the Third Ferguson Affidavit as annexure RAF-20 (Registered Shareholder Invitation Letter);

C.    an online meeting user guide in Chinese substantially in the form annexed to the Third Ferguson Affidavit as annexure RAF-22 (Chinese Online User Guide);

D.    the Translated Scheme Booklet;

E.    a Chinese proxy form for the Scheme Meeting substantially in the form annexed to the Third Ferguson Affidavit in annexure RAF-16 (Chinese Scheme Proxy Form); and

F.    a self-addressed envelope for the return of the proxy form;

(ii)    who has elected to receive hard copy shareholder communications in English, by ordinary pre-paid post:

A.    a Registered Shareholder Notification Letter;

B.    a Registered Shareholder Invitation Letter;

C.    an online meeting user guide in English substantially in the form annexed to the Third Ferguson Affidavit as annexure RAF-22 (English Online User Guide);

D.    the Scheme Booklet;

E.    an English proxy form for the Scheme Meeting substantially in the form annexed to the Third Ferguson Affidavit as annexure RAF-16 (English Scheme Proxy Form); and

F.    a self-addressed envelope for the return of the proxy form;

(iii)    who has elected to receive hard copy shareholder communications in English and Chinese, by ordinary pre-paid post:

A.    a Registered Shareholder Notification Letter;

B.    a Registered Shareholder Invitation Letter;

C.    an English Online User Guide;

D.    a Chinese Online User Guide;

E.    the Scheme Booklet;

F.    the Translated Scheme Booklet;

G.    an English Scheme Proxy Form;

H.    a Chinese Scheme Proxy Form; and

I.    a self-addressed envelope for the return of the proxy form;

(iv)    who has elected or is deemed to have elected to receive shareholder communications by notification letter, by ordinary pre-paid post, a Registered Shareholder Notification Letter, a Registered Shareholder Invitation Letter, an English Online User Guide and a Chinese Online User Guide;

(v)    who has been on the share register on or before 26 March 2026 and has not made an election in relation to shareholder communications, by ordinary pre-paid post, a Registered Shareholder Notification Letter, a Registered Shareholder Invitation Letter, an English Online User Guide and a Chinese Online User Guide;

(vi)    who has elected to receive electronic communications for the purpose of receiving shareholder communications (Email Hong Kong Registered Shareholders):

A.    an email with substantially the same text as the Registered Shareholder Notification Letter (with the correction or update of any relevant date references to reflect the dates in the Scheme Booklet) to their nominated email address, with such email to contain access by an embedded link to an online portal or website where Email Hong Kong Registered Shareholders may:

1.    access an electronic copy of the Registered Shareholder Notification Letter;

2.    access an electronic copy of the Scheme Booklet;

3.    access an electronic copy of the Translated Scheme Booklet; and

B.    an email with substantially the same text as the Registered Shareholder Invitation Letter (with the correction or update of

any relevant date references to reflect the dates in the Scheme Booklet) to their nominated email address, with such email to contain access by embedded links to the online platforms where Email Hong Kong Registered Shareholders may access the Scheme Meeting and access and lodge their proxy for the Scheme Meeting and voting instructions online and which attaches an English Online User Guide and a Chinese Online User Guide; and

(vii)    who is a Registered Shareholder on and after 27 March 2026 and has not made an election in relation to shareholder communications, by ordinary pre-paid post:

A.    a notification letter substantially in the form annexed to the Third Ferguson Affidavit as annexure RAF-18 (New Registered Shareholder Notification Letter);

B.    a Registered Shareholder Invitation Letter;

C.    an English Online User Guide;

D.    a Chinese Online User Guide;

E.    the Scheme Booklet;

F.    the Translated Scheme Booklet;

G.    an English Scheme Proxy Form;

H.    a Chinese Scheme Proxy Form; and

I.    a self-addressed envelope for the return of the proxy form;

(b)    in the case of each Registered Shareholder with a registered address outside of Hong Kong:

(i)    who has elected to receive hard copy shareholder communications in Chinese, by airmail:

A.    a Registered Shareholder Notification Letter;

B.    a Registered Shareholder Invitation Letter;

C.    a Chinese Online User Guide;

D.    the Translated Scheme Booklet;

E.    a Chinese Scheme Proxy Form; and

F.    a self-addressed envelope for the return of the proxy form;

(ii)    who has elected to receive hard copy shareholder communications in English, by airmail:

A.    a Registered Shareholder Notification Letter;

B.    a Registered Shareholder Invitation Letter;

C.    an English Online User Guide;

D.    the Scheme Booklet;

E.    an English Scheme Proxy Form;

F.    a self-addressed envelope for the return of the proxy form;

(iii)    who has elected to receive hard copy shareholder communications in English and Chinese, by airmail:

A.    a Registered Shareholder Notification Letter;

B.    a Registered Shareholder Invitation Letter;

C.    an English Online User Guide;

D.    a Chinese Online User Guide;

E.    the Scheme Booklet;

F.    the Translated Scheme Booklet;

G.    an English Scheme Proxy Form;

H.    a Chinese Scheme Proxy Form; and

I.    a self-addressed envelope for the return of the proxy form;

(iv)    who has elected or is deemed to have elected to receive shareholder communications by notification letter, by airmail, a Registered Shareholder Notification Letter, a Registered Shareholder Invitation Letter, an English Online User Guide and a Chinese Online User Guide;

(v)    who has been on the share register on or before 26 March 2026 and has not made an election in relation to shareholder communications, by airmail, a Registered Shareholder Notification Letter, a Registered

Shareholder Invitation Letter, an English Online User Guide and a Chinese Online User Guide;

(vi)    who has elected to receive electronic communications for the purpose of receiving shareholder communications (Email Non-Hong Kong Registered Shareholders):

A.    an email with substantially the same text as the Registered Shareholder Notification Letter (with the correction or update of any relevant date references to reflect the dates in the Scheme Booklet) to their nominated email address, with such email to contain access by an embedded link to an online portal and website where Email Non-Hong Kong Registered Shareholders may:

1.    access an electronic copy of the Registered Shareholder Notification Letter;

2.    access an electronic copy of the Scheme Booklet;

3.    access an electronic copy of the Translated Scheme Booklet; and

B.    an email with substantially the same text as the Registered Shareholder Invitation Letter (with the correction or update of any relevant date references to reflect the dates in the Scheme Booklet) to their nominated email address, with such email to contain access by embedded links to online platforms, where Email Hong Kong Registered Shareholders may access the Scheme Meeting and access and lodge their proxy for the Scheme Meeting and voting instructions online and which attaches an English Online User Guide and a Chinese Online User Guide; and

(vii)    who was a Registered Shareholder on and after 27 March 2026 and has not made an election in relation to shareholder communications, by airmail:

A.    a New Registered Shareholder Notification Letter;

B.    a Registered Shareholder Invitation Letter;

C.    an English Online User Guide;

D.    a Chinese Online User Guide;

E.    the Scheme Booklet;

F.    the Translated Scheme Booklet;

G.    an English Scheme Proxy Form;

H.    a Chinese Scheme Proxy Form; and

I.    a self-addressed airmail envelope for the return of the proxy form;

(c)    in the case of each Non-Registered Shareholder (whose Shares in the plaintiff are held by intermediaries through HKSCC Nominees Limited, as the central depositary holding the Shares in the Central Clearing and Settlement System of the HKEX (CCASS) and as defined in the Broughton Affidavit at paragraph 46(c), and as on the mailing list described in the Broughton Affidavit at paragraph 49, received by Computershare from CCASS as at the Register Time) with a registered address in Hong Kong:

(i)    who has elected to receive hard copy shareholder communications in Chinese, by ordinary pre-paid post:

A.    the Translated Scheme Booklet;

B.    a notification letter in the form annexed to the Third Ferguson Affidavit as annexure RAF-19 (Non-Registered Shareholders Notification Letter); and

C.    an invitation letter in the form annexed to the Third Ferguson Affidavit as annexure RAF-21 (Non-Registered Shareholders Invitation Letter);

(ii)    who has elected to receive hard copy shareholder communications in English, by ordinary pre-paid post:

A.    the Scheme Booklet;

B.    a Non-Registered Shareholders Notification Letter; and

C.    a Non-Registered Shareholders Invitation Letter;

(iii)    who has elected to receive hard copy shareholder communications in English and Chinese, by ordinary pre-paid post:

A.    the Scheme Booklet;

B.    the Translated Scheme Booklet;

C.    a Non-Registered Shareholders Notification Letter; and

D.    a Non-Registered Shareholders Invitation Letter;

(iv)    who has elected to receive electronic communications for the purpose of receiving shareholder communications (Email Hong Kong Non-Registered Shareholders):

A.    an email with substantially the same text as the Non-Registered Shareholders Notification Letter (with the correction or update of any relevant date references to reflect the dates in the Scheme Booklet) to their nominated email address, with such email to contain access by an embedded link to an online portal or website where Email Hong Kong Non-Registered Shareholders may access an electronic copy of:

1.    the Scheme Booklet; and

2.    the Translated Scheme Booklet; and

B.    an email with substantially the same text as the Non-Registered Shareholders Invitation Letter (with the correction or update of any relevant date references to reflect the dates in the Scheme Booklet) to their nominated email address;

(v)    who is on the mailing list from CCASS and has not made an election in relation to shareholder communications, by ordinary pre-paid post:

A.    a Non-Registered Shareholders Notification Letter; and

B.    a Non-Registered Shareholders Invitation Letter;

(d)    in the case of each Non-Registered Shareholder with a registered address outside Hong Kong:

(i)    who has elected to receive hard copy shareholder communications in Chinese, by airmail:

A.    the Translated Scheme Booklet;

B.    a Non-Registered Shareholders Notification Letter; and

C.    a Non-Registered Shareholders Invitation Letter;

(ii)    who has elected to receive hard copy shareholder communications in English, by airmail:

A.    the Scheme Booklet;

B.    a Non-Registered Shareholders Notification Letter; and

C.    a Non-Registered Shareholders Invitation Letter;

(iii)    who has elected to receive hard copy shareholder communications in English and Chinese, by airmail:

A.    the Scheme Booklet;

B.    the Translated Scheme Booklet;

C.    a Non-Registered Shareholders Notification Letter; and

D.    a Non-Registered Shareholders Invitation Letter;

(iv)    who has elected to receive electronic communications for the purpose of receiving shareholder communications (Email Non-Hong Kong Non-Registered Shareholders):

A.    an email with substantially the same text as the Non-Registered Shareholders Notification Letter (with the correction or update of any relevant date references to reflect the dates in the Scheme Booklet) to their nominated email address, with such email to contain access by an embedded link to an online portal or website where Email Non-Hong Kong Non-Registered Shareholders may access an electronic copy of:

1.    the Scheme Booklet; and

2.    the Translated Scheme Booklet; and

B.    an email with substantially the same text as the Non-Registered Shareholders Invitation Letter (with the correction or update of any relevant date references to reflect the dates in the Scheme Booklet) to their nominated email address.

(v)    who is on the mailing list from CCASS and has not made an election in relation to shareholder communications, by airmail:

A.    a Non-Registered Shareholders Notification Letter; and

B.    a Non-Registered Shareholders Invitation Letter;

6.    If it comes to the attention of the plaintiff that any email despatched in accordance with Orders 5(a), 5(b), 5(c)(4) or 5(d)(4) results in the return of a receipt or notice that the email was undeliverable by 5.00 pm (Hong Kong/Perth time) on the following business day after despatch, then, in respect of that Shareholder, the plaintiff will thereafter despatch the documents in the manner required as though the Shareholder had elected to receive hard copy shareholder communications on or before 7 July 2026.

7.    The plaintiff shall not be obliged to dispatch the documents referred to above to any person who becomes a Shareholder after the Register Time.

8.    Despatch of the documents referred to above, in accordance with the terms of the orders above, shall be taken to be sufficient notice of the Scheme Meeting.

9.    Pursuant to r 5.04(1) and (3) (Item 23(a)) of the Federal Court Rules 2011 (Cth), evidence of the dispatch of the documents referred to above, in accordance with the terms of the orders above, at the hearing of an application to approve the Scheme may be given by statement on oath or affirmation on information and belief.

10.    The time by which the Shareholders must return their proxy form (or lodge an electronic proxy in respect of the Scheme) is 10.00 am (Hong Kong/Perth time) on 4 August 2026 (or, if the Scheme Meeting is adjourned or postponed, no later than 48 hours before the resumption of the Scheme Meeting in relation to the resumed part of the meeting).

11.    Pursuant to r 1.3 of the Federal Court (Corporations) Rules 2000 (Cth) (Rules), compliance with the following requirements of the Rules is dispensed with:

(a)    r 2.4(1), to the extent that rule requires the affidavit filed with the Originating Process to state the facts in support of the process;

(b)    r 2.15; and

(c)    r 3.4 and Form 6.

12.    The plaintiff publish an announcement via the HKEX Market Announcements Platform and on its website in substantially the form set out at 'Annexure A' to these orders by no later than 6 August 2026.

13.    The proceeding be adjourned to 10.15 am (Perth time) on 13 August 2026, for the hearing of an application to approve the Scheme.

14.    These orders be entered forthwith.

15.    The plaintiff lodge an office copy of these orders with ASIC as soon as practicable after the orders are made.

16.    The plaintiff has liberty to apply upon giving 24 hours' notice to ASIC.

THE COURT NOTES THAT:

1.    HKSCC Nominees Limited, as the central depositary holding the Shares in CCASS, will on request report the following information to the Chairperson:

(a)    the number of participants in CCASS, including investor participants, on whose instructions votes are cast:

(i)    in favour of the Scheme; and

(ii)    against the Scheme.

(b)    the number of votes or voting instructions case or given by such participants in CCASS:

(i)    in favour of the Scheme; and

(ii)    against the Scheme.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

ANNEXURE A

REASONS FOR JUDGMENT

VANDONGEN J:

1    The plaintiff, Dragon Mining Limited (Dragon Mining), is an Australian public company limited by shares. Dragon Mining is principally engaged in gold exploration, mining and processing in the Nordic region. Dragon Mining operates gold mines and processing facilities in Finland and Sweden and is focussing on the development of existing and new mining assets proximate to those facilities. Dragon Gold Mining Limited (Dragon Gold) is a private company incorporated in Hong Kong that is a wholly-owned subsidiary of Dragon Mining.

2    On 29 April 2026, Dragon Mining and Dragon Gold entered into a scheme implementation deed (SID), which set out the proposed terms of a 'top hat' scheme of arrangement (Scheme). If the Scheme becomes effective, all fully paid ordinary shares in Dragon Mining will be cancelled through a capital reduction and Dragon Gold will provide the shareholders of Dragon Mining with one ordinary Dragon Gold share for each cancelled Dragon Mining share. In the case of a small number of 'Non-Qualifying Overseas Shareholders', their Dragon Mining shares will be sold and they will receive the proceeds of those sales.

3    Implementation of the Scheme is conditional on the Stock Exchange of Hong Kong (HKEX) granting unconditional approval for the listing of Dragon Gold by way of introduction, and permission to deal in, the Dragon Gold shares that will be issued to the shareholders of Dragon Mining.

4    By the Scheme, Dragon Mining will become a wholly-owned subsidiary of Dragon Gold and will be redomiciled to Hong Kong.

5    By an originating process filed on 2 June 2026, Dragon Mining applied for orders under s 411(1) of the Corporations Act 2001 (Cth) that it convene and hold a meeting of its ordinary shareholders (Dragon Mining Shareholders) to consider the Scheme (Scheme Meeting). Dragon Mining also applied for directions under s 1319 of the Corporations Act.

6    That application was heard before me on 23 June 2026. At the conclusion of that hearing I made the orders sought by Dragon Mining. These are my reasons for making those orders.

The evidence

7    Dragon Minning relied on the following affidavit evidence:

Affidavit of Robyn Anne Ferguson sworn 29 May 2026

8    Ms Ferguson is a partner of HopgoodGanim Lawyers, the solicitors for Dragon Mining. Ms Ferguson has carriage of this matter. In her affidavit Ms Ferguson set out an outline of the Scheme, provided a copy of the SID, and annexed copies of company searches for both Dragon Mining and Dragon Gold.

Affidavit of Robyn Anne Ferguson sworn 3 June 2026

9    Attached to this affidavit was a copy of what was then the most recent version of a scheme booklet relating to the Scheme. Ms Ferguson also gave evidence in this affidavit about the service of certain documents on the Australian Securities and Investments Commission (ASIC).

Affidavit of Daniel Karl Broughton sworn 12 June 2026

10    Mr Broughton is the Chief Financial Officer of Dragon Mining. In his affidavit, Mr Broughton gave evidence concerning:

(1)    the businesses of Dragon Mining and Dragon Gold, and the capital structure of Dragon Mining;

(2)    the background to and nature of the Scheme;

(3)    the relevant interests held by members of the boards of directors of Dragon Mining and Dragon Gold;

(4)    the proposed notice of the Scheme Meeting;

(5)    the consents to act as chairperson or alternate chairperson of the proposed Scheme Meeting that had been given;

(6)    the process for the verification of certain information; and

(7)    the expected satisfaction of the conditions precedent to the implementation of the Scheme.

Affidavit of Brett Robert Smith sworn 15 June 2026

11    Mr Smith is the Chief Executive Officer and an Executive Director of Dragon Mining, as well as a Director of Dragon Gold.

12    In his affidavit, Mr Smith gave evidence about the business and capital structure of Dragon Gold, the process for the verification of certain information in a draft scheme booklet, and the expected satisfaction of the conditions precedent to the implementation of the Scheme. Mr Smith also gave evidence about a condition that appears in cl 4.1 of the SID, which provides that the Scheme is conditional on it becoming effective, as well as on the HKEX granting unconditional approval for the listing of Dragon Gold on the HKEX by way of introduction, and permission to deal in the Dragon Gold shares that will be issued as part of the Scheme. I will say more about this condition later in these reasons.

Affidavit of Tony Yip Tsun Yuen sworn 18 June 2026

13    Mr Yip is a partner of PC Woo & Co, the Hong Kong solicitors for Dragon Mining. In his affidavit, Mr Yip gave evidence about the arrangements for meetings that are required under guidance published by the HKEX. He also attested to the fact that the scheme booklet relating to the scheme will serve two purposes, namely, that it is the explanatory statement required for the Scheme under Australian law and that it constitutes the listing document for the proposed listing of Dragon Gold shares on the Main Board of the HKEX.

14    Mr Yip also gave evidence in his affidavit about the requirements for a bilingual scheme booklet and that a Chinese translator will certify that the Chinese text of the final scheme booklet is a true and accurate translation of the English version of that document. Mr Yip's affidavit evidence also explained how reporting on the outcome of any voting at the Scheme Meeting will be achieved in circumstances in which several Dragon Mining shares are held by intermediaries on behalf of beneficial owners. Finally, Mr Yip gave evidence about the fact that, on 15 June 2026, a director of Dragon Mining had resigned and that another director was appointed as an Independent Non-Executive Director in his place.

Affidavit of Robyn Anne Ferguson sworn 22 June 2026

15    In this affidavit, Ms Ferguson gave evidence that, since she swore her affidavit of 3 June 2026, HopgoodGanim had continued to liaise with ASIC in relation to the content of the scheme booklet. According to Ms Ferguson, on 20 June 2026 she caused a further copy of the scheme booklet to be provided to ASIC. That further copy of the scheme booklet included various amendments made since 29 May 2026 as a result of:

(1)    comments made by ASIC;

(2)    the receipt of a Swedish regulatory approval;

(3)    a change of director of Dragon Mining;

(4)    the proposal to now hold a hybrid scheme meeting;

(5)    the introduction of e-proxies;

(6)    amendments to the articles of Dragon Gold;

(7)    comments made by the HKEX; and

(8)    some typographical and consequential amendments.

16    A further and final version of the scheme booklet was provided to ASIC on 22 June 2026. This version incorporated the previous amendments as well as some further amendments that were made since 20 June 2026. Tracked and clean versions of that final version of the scheme booklet were attached to Ms Ferguson's affidavit. According to Ms Ferguson, the final version of the scheme booklet was translated into Chinese in accordance with the process described in Mr Yip's affidavit. Annexed to Ms Ferguson's affidavit is a copy of the Chinese version of the scheme booklet. Further, any new or amended information in the final version of the scheme booklet had been verified in accordance with the processes identified in the affidavits of Mr Broughton and Mr Smith. Ms Ferguson also gave evidence that tracked and clean versions of the final independent expert report were included in the tracked and clean final version of the scheme booklet, respectively.

17    Ms Ferguson deposed to the fact that further documents filed in these proceedings were served on ASIC between 4 and 20 June 2026. She also indicated that she intended serving a copy of her affidavit of 22 June 2026 on ASIC. Further, Ms Ferguson gave evidence that ASIC had advised that it could register the scheme booklet on 29 June 2026.

18    Finally, Ms Ferguson gave evidence that certain documents referred to in Mr Broughton's affidavit had been updated, and that further documents were to be provided to Dragon Mining Shareholders in order to facilitate, and provide information relating to, the hybrid online aspects of the Scheme Meeting.

Affidavit of Robyn Anne Ferguson sworn 23 June 2026

19    On the morning of the hearing, senior counsel for Dragon Mining read a fourth and final affidavit sworn by Ms Ferguson earlier that day. In that affidavit Ms Ferguson gave evidence that, on 22 June 2026, she received an email from PC Woo & Co attaching proposed minor changes to the final scheme booklet as a result of comments received from the HKEX. A copy of the final scheme booklet with the proposed changes was annexed to Ms Ferguson's 23 June affidavit.

20    Also attached to Ms Ferguson's affidavit was a letter from ASIC dated 23 June 2026. In that letter, ASIC advised that it was of the view that at least 14 days' notice of the hearing had been given for the purposes of s 411(2)(a) of the Corporations Act. Further, ASIC indicated that it was of the view that it had been provided with a reasonable opportunity to examine the terms of the Scheme and the scheme booklet, and to make submissions to the Court in relation to those documents, as required by s 411(2)(b) of the Corporations Act, and that it did not propose to appear to made submissions or intervene to oppose the Scheme.

The relevant principles to be applied

21    I once again adopt O'Bryan J's summary of the relevant principles to be applied in Rex Minerals Limited, in the matter of Rex Minerals Limited [2024] FCA 1051 at [21] to [27]:

Part 5.1 of the [Corporations Act] provides a procedure whereby an arrangement between a company and its members can be made binding on all members. Section 411 is the principal provision. The procedure involves three main steps:

(a)    an application to the Court for an order to convene a scheme meeting (s 411(1));

(b)    if such an order is made, the convening of such a meeting at which a resolution to agree to the scheme is considered (s 411(4)(a)); and

(c)    if the resolution is passed by the necessary majorities, an application to the Court for an order approving the scheme (ss 411(4)(b) and 411(6)).

The present application concerns the first stage, being an application to the Court for an order to convene the Scheme Meeting. Section 411 of the [Corporations Act] confers a discretion on the Court to make an order convening the Scheme Meeting if certain statutory conditions are met, namely:

(a)    an arrangement is proposed between a Pt 5.1 body and its members (or any class of them (s 411(1));

(b)     an application for the order is made in a summary way by that body (s 411(1));

(c)    14 days' notice of the hearing of the application has been given to ASIC (or such lesser period as the Court or ASIC permits) (s 411(2)(a)); and

(d)     the Court is satisfied that ASIC has had a reasonable opportunity to:

(i)    examine the terms of the proposed arrangement to which the application relates and a draft explanatory statement relating to the proposed arrangement; and

(ii)    make submissions to the Court in relation to the proposed arrangement and the draft explanatory statement required by s 412 (ss 411(2)(b) and 411(3)).

In addition to these requirements of s 411, the procedure is regulated by s 412 of the [Corporations Act] and reg 5.1.01 and Sch 8 to the Corporations Regulations 2001 (Cth) (Regulations), and by the Federal Court (Corporations) Rules 2000 (Cth) (Rules). The Regulations and the Rules prescribe certain information which is required to be sent to the members about the Scheme.

The principles which apply to the exercise of the Court's discretion at this first stage are well-known. In Re Amcor Ltd [2019] FCA 346 (Amcor), Beach J described the Court's role at the first court hearing as follows (at [47], emphasis in original):

'My function on an application to order the convening of a meeting is supervisory. At this stage I should generally confine myself to ensuring that certain procedural and substantive requirements have been met including dealing with adequate disclosure, with limited consideration of issues of fairness. But having said that, it is appropriate to consider the merits or fairness of a proposed scheme at the convening hearing if the issue is such as would unquestionably lead to a refusal to approve a proposed scheme at the approval hearing, that is, the proposed scheme appears now to be on its face "so blatantly unfair or otherwise inappropriate that it should be stopped in its tracks before going any further" (Re Foundation Healthcare Ltd [2002] FCA 742; (2002) 42 ACSR 252 at [44] per French J)'.

It is not the Court's role to usurp the shareholders' decision whether to agree to a scheme. The question whether or not to accept particular consideration for shares is quintessentially a commercial matter for the members to assess, and they ought not be prevented from having the opportunity to do so, provided that the Court can be satisfied that they are acting on sufficient information and with time to consider what they are voting on: Crown Resorts Ltd, Re Crown Resorts Ltd [2022] FCA 367 at [27], citing Amcor at [50] and Re ACM Gold Ltd (1992) 34 FCR 530 at 534.

Therefore, if the arrangement is one that seems fit for consideration by the meeting of members, and is a commercial proposition likely to gain the Court's approval if passed by the necessary majorities, then orders should be made to convene the meeting: Re Foundation Healthcare Ltd [2002] FCA 742; 42 ACSR 252 (Foundation Healthcare) at [36].

In summary, the Court's task at the first court hearing is to assess first, whether the statutory prerequisites to the making of orders convening a meeting have been met and second, whether it is appropriate for the Court to exercise its discretion in favour of making those orders. Each of those matters is considered in turn.

(original emphasis)

22    This summary of the relevant principles has now been endorsed on many occasions: see, for example, Diversified United Investment Limited, in the matter of Diversified United Investment Limited [2026] FCA 371 at [18], RPMGlobal Holdings Limited, in the matter of RPMGlobal Holdings Limited [2025] FCA 1434 at [25] to [26], Dropsuite Limited, in the matter of Dropsuite Limited [2025] FCA 306 at [35] to [36], The Reject Shop Limited, in the matter of The Reject Shop Limited [2025] FCA 52 at [14] and Capitol Health Limited, in the matter of Capitol Health Limited [2024] FCA 1120 at [48].

Have the statutory prerequisites been satisfied?

23    At the conclusion of the hearing that took place on 23 June 2026, I was satisfied that the relevant statutory conditions to make an order under s 411(1) of the Corporations Act had been satisfied.

Is there an arrangement proposed between a Pt 5.1 body and its members or any class of them?

24    Dragon Mining is a 'Pt 5.1 body', as defined in s 9 of the Corporations Act, as it is a company registered under that Act. Further, the Scheme is an arrangement between Dragon Mining and its members.

25    I was satisfied that no class issues arise. All Dragon Mining Shareholders have the same rights under the Scheme.

26    Dragon Mining Shareholders whose addresses are outside Australia and its external territories, or Hong Kong, will be treated differently under the Scheme. Their shares in Dragon Gold will be issued to a nominee and sold on market as soon as reasonably practicable, with the aggregate proceeds of sale to be paid to those shareholders. However, based on the evidence before me, it is likely that there will only be two such shareholders who hold a total of 1,450 Dragon Mining shares out of a total of 189,715,935 fully paid ordinary shares. As Banks-Smith J observed in OPUS Group Limited, in the matter of OPUS Group Limited [2018] FCA 959 at [31]:

The treatment of a relatively small section of shareholders in a members' scheme in this manner by reason of their overseas residence is not unusual and in my view, does not mean they are to be treated as a separate class of shareholders. There remains a sufficient 'community of interest' between the ineligible foreign shareholders and the OPUS shareholders: Re CSR Limited [2003] FCA 82; (2003) 45 ACSR 34 at [5] (Conti J). The reason specified foreign shareholders are treated differently under some schemes is that it avoids the costs and logistics to the company of assessing and complying with the securities law in all relevant countries: Re Brambles Industries Ltd [[2006] FCA 1273; (2006) 59 ACSR 501] at [23]-[24] (Lindgren J).

Has an application for the order been made by Dragon Mining in a summary way?

27    Dragon Mining applied to the Court in a summary way under s 411(1) of the Corporations Act by way of originating process filed on 2 June 2026.

Has 14 days' notice of the hearing of the application been given to ASIC, as required by s 411(2)(a)?

28    In a letter dated 23 June 2026, to which I have already referred, ASIC advised the directors of Dragon Mining that it had been given 14 days' notice of the hearing as required by s 411(2)(a) of the Corporations Act.

Has ASIC had a reasonable opportunity to: (a) examine the terms of the proposed arrangement to which the application relates and a draft explanatory statement relating to the proposed arrangement; and (b) make submissions to the Court in relation to the proposed arrangement and the draft explanatory statement required by s 411(2)(b)?

29    In the same letter, ASIC also advised the directors of Dragon Mining that it had been accorded a reasonable opportunity to examine the terms of the Scheme and the scheme booklet, and to make submissions to the Court in relation to those matters. I was independently satisfied that ASIC had been given such reasonable opportunity.

Has there been compliance with the relevant procedural requirements under the Federal Court (Corporations) Rules 2000 (Cth)?

30    I was satisfied that the relevant procedural requirements under the Federal Court (Corporations) Rules 2000 (Cth) (Rules) had been complied with.

31    A search of the records maintained by ASIC in relation to Dragon Mining, that was carried out no earlier than seven days before the originating process was filed, was annexed to Ms Ferguson's affidavit sworn 29 May 2026 as required by r 2.4(2) of the Rules.

32    Pursuant to r 3.2, Dragon Mining filed the affidavit of Mr Broughton before the hearing. In that affidavit Mr Broughton said that Mr Smith had been identified as the chairperson of the Scheme Meeting. According to Mr Broughton, if the Court were to make orders requiring Dragon Mining to convene the Scheme Meeting, Mr Smith was willing, and consented, to act as the chairperson of the Scheme Meeting. Further, Mr Broughton gave evidence in his affidavit that Lau Tung Ni, the Joint Company Secretary of Dragon Mining who was situated in Hong Kong, had been identified as an alternate chairperson. According to Mr Broughton, Ms Lau was willing, and consented, to act in that position.

33    Mr Broughton also gave evidence that neither Mr Smith nor Ms Lau held, either directly or indirectly, any securities in Dragon Mining or had any interest or obligation that might give rise to a conflict of interest or duty if they were to act as chairperson of the Scheme Meeting.

34    Rule 3.3(1) relevantly requires that an order made under s 411(1) of the Corporations Act set out in a schedule, or otherwise identify, a copy of the proposed arrangement. The orders I made on 23 June 2026 complied with that requirement by identifying that a copy of the Scheme was attached to Ms Ferguson's affidavit of 22 June 2026.

35    Dragon Mining sought, and was granted, dispensation from compliance with r 2.4(1) of the Rules, which was consistent with para 3(b) of this Court's GPN-SOA - Schemes of Arrangement Practice Note (Practice Note).

36    Dragon Mining also sought dispensation from compliance with r 2.15, which applies Div 75 of the Insolvency Practice Schedule (Corporations) (being Sch 2 of the Corporations Act) and Div 75 of the Insolvency Practice Rules (Corporations) 2016 (Cth) to meetings ordered by the Court, subject to the Corporations Act, the Rules and any direction of the Court. Such dispensation was appropriate and is the usual practice of the Court: see, for example, Surf Lakes Holdings Limited, in the matter of Surf Lakes Holdings Limited [2023] FCA 1355 at [33].

37    As was noted by Sarah C Derrington J in The Reject Shop at [59], dispensation from r 3.4 has been regularly granted by this Court. Dispensation is expressly contemplated by para 3(f) of the Practice Direction. As the orders made by the Court require that Dragon Mining publish an announcement giving notice of the second Court hearing on the HKEX Market Announcements Platform as well as on Dragon Mining's website, I considered that a further requirement that such notice be published in a daily newspaper as required by r 3.4 could safely be dispensed with.

38    Having dealt with the statutory procedural requirements, I will now explain why I found that it was appropriate that the Court exercise its discretion in favour of making the orders that were sought.

Should the Court exercise its discretion in favour of making the orders sought?

39    Whether the Court should exercise its discretion in favour of making the orders sought involves two main questions: (a) whether the members will be properly informed as to the nature of the scheme; and (b) whether the scheme is fit for consideration by the members: Rex Minerals at [35].

Will the members of Dragon Mining be properly informed?

40    At the conclusion of the hearing on 23 June 2026, I was satisfied that Dragon Mining Shareholders will be properly informed as to the nature of the Scheme.

41    In Re Wesfarmers Ltd; Ex parte Wesfarmers Ltd [2018] WASC 308 at [54] to [56], Vaughan J (as his Honour then was) made the following observations in relation to the standard of disclosure that is required of an explanatory statement that is referred to in s 411(1) of the Corporations Act:

(1)    The emphasis is on ensuring full disclosure so that the members are properly informed in their consideration of the proposed scheme. This means that the explanatory statement must provide proper disclosure in conformance with ss 411(3) and 412 of the Corporations Act.

(2)    What is required is a statement of all of the main facts that will enable shareholders to exercise their judgment on the proposed scheme.

(3)    The court is also concerned with the notion of a fair picture being presented; there should not be an unbalanced presentation. The expectation is one of forthrightness. Cards must be placed on the table.

(4)    The court must be satisfied, at least to a prima facie level, that there has been proper disclosure with nothing misleading or deceptive in any material sense.

(5)    In each case, the extent of disclosure required is a question of fact and degree that depends on the nature of the scheme and the context in which the scheme is advanced for consideration. This must be considered in a practical and commercially realistic way, having regard to the complexity of the proposed scheme.

(6)    In any large or complex proposed scheme of arrangement there is a balance to be struck. An insufficiency of information may mean that members are not properly informed. Too much information may mean that the disclosure is unintelligible or incomprehensible.

42    For the purposes of ss 411(3) and 412(1) of the Corporations Act, I was satisfied of the following matters:

(1)    the scheme booklet that was attached to Ms Ferguson's affidavit sworn 22 June 2026 explained the effect of the Scheme and set out other information material to a decision by Dragon Mining Shareholders whether or not to agree to the Scheme;

(2)    sections 10.3 to 10.6 and Appendix IX of that scheme booklet disclosed that none of the directors of Dragon Mining had any material interests; and

(3)    having regard to the 'disclosure checklist' that was annexed to senior counsel's written submissions, the information prescribed by reg 5.1.01 and Pt 3 of Sch 8 of the Corporations Regulations 2001 (Cth) was set out in the scheme booklet.

43    I also note that the scheme booklet reflects the outcome of conferral with ASIC and the HKEX, and that it has been prepared in both English and Chinese.

44    There was evidence before me, as required by para 3(g) of the Practice Note, that appropriate information verification processes were undertaken by both Dragon Mining and Dragon Gold in relation to information in the scheme booklet. Further, an independent expert report that was prepared in accordance with the relevant ASIC regulatory guides will also be annexed to the scheme booklet as Appendix VIII. According to the authors of that report, the advantages of the Scheme for Dragon Mining Shareholders outweigh the disadvantages and, accordingly, the Scheme is in the best interests of those shareholders. The weight to be afforded to that opinion will, of course, ultimately be a matter for the Dragon Mining Shareholders.

45    Finally, the 'Important Notices' section that appears at the beginning of the scheme booklet included a notice to the effect that the fact that the Court has ordered that a meeting be convened, and has approved the scheme booklet, does not mean that the Court has formed any view as to the merits of the Scheme or as to how members should vote or that the Court has prepared, or is responsible for the contents of, the scheme booklet. This notice conforms with para 6 of the Practice Note.

46    Where the Court is satisfied that the statutory disclosure requirements are met, it will ordinarily be satisfied that the information to be provided to shareholders is adequate for the purposes of the exercise of the Court's discretion to convene a scheme meeting: The Reject Shop at [49]. For the reasons I have just explained, I was satisfied that Dragon Mining Shareholders will be properly informed.

Is the Scheme fit for consideration by Dragon Mining Shareholders?

47    There was nothing in the evidence before the Court to suggest that the Scheme is not fit for consideration by Dragon Mining Shareholders. Borrowing from what was said by Beach J in Amcor Limited, in the matter of Amcor Limited [2019] FCA 346 at [47] about the Court's role at the first hearing, there is nothing about the merits or fairness of the Scheme 'such as would unquestionably lead [the Court] to a refusal to approve a proposed scheme'.

48    The Court's attention was drawn to evidence from the representatives of both Dragon Mining and Dragon Gold that they were not aware of any reason why any conditions precedent to the implementation of the Scheme would not be satisfied or waived prior to implementation.

49    As I have already noted, implementation of the Scheme is conditional on the HKEX granting unconditional approval for the listing of Dragon Gold by way of introduction, and permission to deal in, the Dragon Gold shares that will be issued to the shareholders of Dragon Mining. According to Mr Smith, as at the date he swore his affidavit he was not aware of any fact, matter or circumstance that has resulted in, or is likely to result in, the failure of any of the implementation conditions of the Scheme, including Dragon Gold's proposed listing on the HKEX.

50    In ISPT Pty Ltd, in the matter of ISPT Pty Ltd [2024] FCA 1305 at [106], Beach J made the following observations about the inclusion of conditions subsequent in schemes of arrangement:

In Re NRMA Insurance Ltd (2000) 33 ACSR 595, Santow J observed that most schemes qualify for approval only after all conditions are satisfied, other than the formal requirement of lodgement of the court order. But the inclusion of conditions subsequent in a scheme is not unusual, although members must be able to see clearly at the time the scheme is proposed what they are being asked to accept. He discussed conditions subsequent at [61] to [63] and in his Appendix A. Santow J stated (at 647):

(28)    'The use of conditions subsequent to bring about termination of a scheme of arrangement needs to be distinguished from a scheme containing machinery which could lead to variation of its terms. Courts will generally not approve schemes which carry within themselves machinery for variation of their own terms: see, eg, Re R M Eastmond Pty Ltd (1972) 4 ACLR 801; Re Telford Inns Pty Ltd (1985) 10 ACLR 312; Re Leamon Consolidated (Vic) Pty Ltd (1985) 10 ACLR 263. The reason for that is stated in Leamon (at 265):

"In my opinion, a scheme … ought not to be approved unless the creditors and the court can see very clearly at the time that the scheme is proposed what it is that they are being asked to accept, and, in the case of the court, what it is that it is being asked to approve."

(29)    Clarity and certainty are thus the touchstones. Provided that clarity and certainty are present on the face of the scheme and no new decision making process intrudes after court approval, it does not matter that different results may emerge in different (but clearly identified) eventualities. A key question is whether the scheme is, according to its own terms, self-executing in the sense that certain results follow in certain defined events.'

51    I was satisfied that the fact that implementation of the Scheme is conditional on the HKEX granting unconditional approval for the listing of Dragon Gold shares has been made clear in the scheme booklet, and that the condition is certain. In my view Dragon Mining Shareholders will be able to understand what it is they are being asked to accept, and the condition does not give rise to any new decision-making process. As was submitted, given that the purpose of the Scheme is to redomicile Dragon Mining to Hong Kong as a wholly-owned subsidiary of Dragon Gold, there appears to be sound commercial reasons for the condition subsequent.

52    I was ultimately satisfied that none of the terms of the Scheme would give rise to a potential for prejudice or unfairness to be caused to Dragon Mining Shareholders in connection with their consideration of the Scheme or its implementation: Rex Minerals at [37].

Additional matters raised by Dragon Mining

53    Consistently with its obligations to draw relevant matters to the Court's attention, Dragon Mining made submissions about the following issues.

Performance risk

54    Annexed to Ms Ferguson's affidavit sworn 29 May 2026, as part of the SID, was a copy of an executed deed poll given by Dragon Gold in favour of Dragon Mining Shareholders. Pursuant to that deed Dragon Gold covenanted to perform its obligations in relation to the Scheme, including its obligation to provide Dragon Minning Shareholders with one share in Dragon Gold for every share in Dragon Mining that is cancelled under the Scheme. It was submitted on behalf of Dragon Mining, and I accepted, that having regard to the terms of the deed poll there were no other performance risk concerns.

Communications with Dragon Mining Shareholders

55    On 29 April 2026, Dragon Mining released an announcement on the market announcements platform of the HKEX that the SID had been executed. Other than that announcement, Dragon Mining has not communicated with its shareholders. According to Mr Broughton, the board of Dragon Mining decided not to undertake an outbound call campaign in relation to the Scheme.

56    Subject to Court approval, Dragon Mining proposes to handle all inbound calls from Dragon Mining Shareholders in relation to the Scheme. According to Mr Broughton, he was informed by Ms Ferguson, and believes, that HopgoodGanim had reviewed a script to be used by Dragon Minning in answering inbound calls and confirmed that the script will be consistent with the scheme booklet that is ultimately dispatched to Dragon Mining Shareholders. The Court was informed that evidence will be adduced at the second Court hearing about the nature of any relevant communications and if any issues arise.

Registration of the scheme booklet with ASIC

57    In his written submissions, senior counsel for Dragon Mining drew the Court's attention to the fact that Dragon Gold's application for listing on the HKEX was listed for hearing on 25 June 2026. In those circumstances, Dragon Mining requested that ASIC register the scheme booklet under s 412(6) of the Corporations Act on 29 June 2026 so as to allow sufficient time for the HKEX to determine and communicate the outcome of the listing application. Although that period would be slightly longer than the customary registration date of one to two days after the first Court hearing, the approach proposed by Dragon Mining was clearly appropriate. I also note that on 18 June 2026, Ms Ferguson received an email from ASIC confirming that Dragon Mining could register the scheme booklet on 29 June 2026.

Securities Act of 1933 (US)

58    In his written submissions, senior counsel gave notice on behalf of both Dragon Mining and Dragon Gold of an intention to rely upon the Securities Act of 1933 (US) for an exemption in relation to the scheme consideration. Notice of that intention is also set out in the scheme booklet. However, as it is the approval of the Scheme that will be relied upon for purposes of qualifying for the relevant exemption, this issue falls to be addressed at the second Court hearing.

Conclusion

59    After considering all of the matters to which I was referred, I was satisfied at the conclusion of the hearing that, if the Scheme achieves the statutory majorities at the Scheme Meeting, the Court would be likely to approve the Scheme. I was also satisfied that the Dragon Mining Shareholders who will be asked to consider whether to approve the Scheme will be adequately informed. On that basis I was satisfied that it was appropriate for the Court to exercise the discretion to make the orders sought convening the Scheme Meeting to enable the Scheme to be considered by Dragon Mining Shareholders.

Directions for the Scheme Meeting

60    Dragon Mining sought what it described as 'standard directions' pursuant to s 1319 of the Corporations Act for the dispatch of the scheme booklet and related materials by email and post. The standard nature of those orders is complicated by the need to provide for different methods of dispatch depending on whether Dragon Mining Shareholders have registered addresses in Hong Kong, whether they have registered addresses outside of Hong Kong and whether their shares are held by intermediaries through HKSCC Nominees Limited, as the central depository holding shares in the Central Clearing and Settlement System of the HKEX. The orders are also complicated by the need to dispatch the scheme booklet in English and Chinese, and by using various means of communication.

61    Nevertheless, I formed the view that the directions sought by Dragon Mining were appropriate and should be made.

62    The Scheme Meeting was proposed to be held as a hybrid meeting, with the physical venue in Hong Kong but with Dragon Mining Shareholders being able to attend the meeting virtually. Dragon Mining considered that this was appropriate even though it is an Australian corporation. Amongst other reasons, this is because 96.8% of Dragon Mining shares are held by shareholders with a registered address in Hong Kong, Dragon Mining shares are listed on the HKEX, Dragon Mining general meetings have been held in Hong Kong since 2018 and Dragon Mining's operational headquarters and principal place of business are in Hong Kong.

63    I accepted that it was appropriate that the Scheme Meeting be held as a hybrid meeting. As was submitted, this Court has previously held that a scheme meeting for an Australian corporation may be held in an overseas location and that 'the Court's relief may be moulded to accommodate the realities of an Australian corporation's places of business associations': Mercantile Mutual Insurance (Australia) Limited [2002] FCA 1278; (2002) 196 ALR 362 at [16].

64    I also made what I considered to be relatively standard directions as to the conduct of and voting at the Scheme Meeting. It should be noted, however, that specific directions were required to be made to enable the Scheme Meeting to be adjourned or postponed in the event of specific weather events. As Mr Yip explained in his affidavit, the HKEX has published a guide on general meetings which has been developed to assist in disclosing information in advance of and conducting general meetings. Part of that guide deals specifically with bad weather. It recognises that general meetings may sometimes be interrupted by bad weather and recommends that notices of general meetings, in particular where general meeting may be held during the typhoon or heavy rainfall season, set out the meeting arrangements in case of bad weather. The guide also recommends that issuers should issue an announcement if they subsequently anticipate that their general meetings may be affected by bad weather.

Associate:

Dated:    16 July 2026