09 Jul - 85 min read

DRA Global Limited - Notice of initial substantial holder

DRA Global Limited - Notice of initial substantial holder

DRA Global Limited
(Incorporated in Australia under the Corporations Act 2001 (Cth))
ACN 622 581 935
ASX / JSE Share Code: DRA
ISIN: AU0000155814
("DRA" or "the Company")
JSE Sponsor: Pallidus Capital Proprietary Limited

JSE ANNOUNCEMENT                                                                      9 July 2021

NOTICE OF INITIAL SUBSTANTIAL HOLDER

DRA Global Limited (ASX / JSE: DRA) (‘DRA’ or ‘the Company’) hereby advises its shareholders of the initial 
substantial holder in DRA, being a Form 603 Notice of initial substantial holder from DRA Global Limited.

- ENDS -

This announcement was approved for release by Andrew Naudé, Managing Director and Chief Executive Officer.

For further information, please contact:

Investor queries:                                                          Media enquiries:
Haydn von Maltitz                                                          Cameron Gilenko
Head of Corporate Affairs – DRA Global                                     Citadel-MAGNUS
Ph: +61 8 6163 5939                                                        M: + 61 466 984 953
shareholders@draglobal.com                                                 cgilenko@citadelmagnus.com


About DRA Global Limited
DRA Global Limited (ASX: DRA | JSE: DRA) (DRA or the Company) is a multi-disciplinary engineering, project management and operations management group predominantly focused on the mining and minerals resources sector. DRA has an extensive global track record, spanning more than three decades and more than 7,500 studies and projects as well as operations and maintenance solutions across a wide range of commodities.
DRA has expertise in mining, minerals and metals processing and related non-process infrastructure including ESG, water and energy solutions for the mining industry. DRA delivers advisory, engineering and project delivery services throughout the capital project lifecycle from concept though to operational readiness and commissioning as well as ongoing operations, maintenance and shutdown services.
DRA, headquartered in Perth, Australia, services its global customer base through 20 offices across Asia-Pacific, North and South America, Europe, Middle East and Africa.

                                                                 Form 603
                                                          Corporations Act 2001
                                                               Section 671B

                                                    Notice of initial substantial holder

To Company Name/Scheme                              DRA Global Limited (DRA)


ACN/ARSN                                            622 581 935



1.   Details of substantial holder (1)
Name                                                DRA Global Limited
ACN/ARSN (if applicable)                            622 581 935


The holder became a substantial holder on           09/07/2021



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 relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
                 Class of securities (4)           Number of securities           Person’s votes (5)             Voting power (6)
                 Fully paid ordinary shares        34,295,426                     34,295,426                     63.24%



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




                                                             Restriction on disposal of shares under
                                                             voluntary escrow arrangements disclosed
                                                             in DRA’s prospectus dated 28 May 2021
                                                             gives DRA a technical “relevant interest’
                                                             in its own shares under section 608(1)(c)
                                                             of the Corporations Act 2001 (Cth).
                                                             However, DRA has no right to acquire
                 DRA                                         these shares or to control the voting          34,078,625 fully paid ordinary shares
                                                             rights attaching to these shares.

                                                             This number of shares subject to the
                                                             voluntary escrow arrangements includes
                                                             4,488,850 shares which are also subject
                                                             to the share scheme loan arrangements
                                                             referred to below.




                                                             Power to dispose of shares and right to
                                                             acquire shares (via a selective buy-back,
                                                             subject to shareholder approval) under
                                                             the share scheme loan arrangements
                                                             disclosed in DRA’s prospectus dated 28
                 DRA                                         May 2021 gives DRA a “relevant interest’        4,705,651 fully paid ordinary shares
                                                             in its own shares under section 608(1)(c)
                                                             of the Corporations Act 2001 (Cth).
                                                             However, DRA Global Limited does not
                                                             have a right to control the voting rights
                                                             attaching to these shares.


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

                  See Schedule 1                See Schedule 1                        See Schedule 1                        34,295,426



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:

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




                                                                                             Non-cash pursuant to voluntary
                                                                                             escrow deeds (attached as
                                                                                             Annexures A and B and C)            29,589,775 fully paid
                  DRA                                  9 July 2021
                                                                                             between DRA and each of the         ordinary shares
                                                                                             registered holders listed in Part A
                                                                                             and Part B of Schedule 1.




                                                                                             Non-cash pursuant to share
                                                                                             scheme sale and loan deeds
                                                                                             (attached as Annexure D)             4,705,651 fully paid
                  DRA                                  9 July 2021
                                                                                             between DRA and each of the          ordinary shares
                                                                                             registered holder listed in Part C
                                                                                             of Schedule 1.



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


                   Name and ACN/ARSN (if applicable)                 Nature of association

                   N/A                                               N/A


7.   Addresses
The addresses of persons named in this form are as follows:


                  Name                                         Address

                  See Schedule 2



                                                                            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
        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.


(5)     The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a
        relevant interest in.

(6)     The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.


(7)     Include details of:
        (a)      any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any
                 document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
                 scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
        (b)      any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
                 securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

        See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8)     If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”


(9)     Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or
        may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
        contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
        are not paid directly to the person from whom the relevant interest was acquired.


SCHEDULE 1
Details of present registered holders

Part A: Details of present registered holders subject to 70% escrow (escrow deed attached as Annexure A)
  Holder of relevant interest   Registered holder of securities         Person entitled to be registered as holder (8)   Class and number of securities
  DRA Global Limited            Battaglia Investment Holdings Pty Ltd   Battaglia Investment Holdings Pty Ltd            323,148 fully paid ordinary shares
  DRA Global Limited            Blueleyon Pty Ltd                       Blueleyon Pty Ltd                                323,148 fully paid ordinary shares
  DRA Global Limited            Maximex Pty Ltd                         Maximex Pty Ltd                                  323,148 fully paid ordinary shares
  DRA Global Limited            Sonmat Investments Pty Ltd              Sonmat Investments Pty Ltd                       323,148 fully paid ordinary shares
  DRA Global Limited            ZJN Investments Pty Ltd                 ZJN Investments Pty Ltd                          161,571 fully paid ordinary shares
  DRA Global Limited            JDAD Asset Holdings Pty Ltd             JDAD Asset Holdings Pty Ltd                      435,555 fully paid ordinary shares
  DRA Global Limited            Lion Steps Pty Ltd                      Lion Steps Pty Ltd                               2,886,338 fully paid ordinary shares
  DRA Global Limited            The Lyon Hart Trust                     The Lyon Hart Trust                              4,649,637 fully paid ordinary shares

Part B: Details of present registered holders subject to 100% escrow (escrow deed attached as Annexure B and Annexure C)
  Holder of relevant interest   Registered holder of securities         Person entitled to be registered as holder (8)   Class and number of securities
  DRA Global Limited            Edward David Farmer Reid Haines*        Edward David Farmer Reid Haines                  222,616 fully paid ordinary shares*
  DRA Global Limited            Wray Anthony Carvelas                   Wray Anthony Carvelas                            181,496 fully paid ordinary shares
  DRA Global Limited            Newmix Holdings Pty Ltd                 Newmix Holdings Pty Ltd                          461,640 fully paid ordinary shares
  DRA Global Limited            Pierre Julien                           Pierre Julien                                    54,436 fully paid ordinary shares
  DRA Global Limited            VMF Investments Limited                 VMF Investments Limited                          6,859,589 fully paid ordinary shares
  DRA Global Limited            Wray Carvelas                           Wray Carvelas                                    647,528 fully paid ordinary shares
  DRA Global Limited            Alistair Ruth Pty Ltd                   Alistair Ruth Pty Ltd                            884,639 fully paid ordinary shares
  DRA Global Limited            George Annandale                        George Annandale                                 138,777 fully paid ordinary shares
  DRA Global Limited            Glenn Bezuidenhout                      Glenn Bezuidenhout                               26,745 fully paid ordinary shares
  DRA Global Limited            Chad Botha                              Chad Botha                                       164,886 fully paid ordinary shares
  DRA Global Limited            Rhys Bryan Castley                      Rhys Bryan Castley                               219,412 fully paid ordinary shares
  DRA Global Limited            CJB Investments Pty Ltd                 CJB Investments Pty Ltd                          135,990 fully paid ordinary shares
  DRA Global Limited            Eugene Valentine Coetzee                Eugene Valentine Coetzee                         115,480 fully paid ordinary shares
  DRA Global Limited            Educar Investments Pty Ltd              Educar Investments Pty Ltd                       379,990 fully paid ordinary shares
  DRA Global Limited            Vladislav Feldman                       Vladislav Feldman                                142,701 fully paid ordinary shares
  DRA Global Limited            Deon Gericke                            Deon Gericke                                     100,772 fully paid ordinary shares
  DRA Global Limited            John Neale Goddard                      John Neale Goddard                               118,012 fully paid ordinary shares
  DRA Global Limited            GSPC Trading And Refining Pty Ltd       GSPC Trading And Refining Pty Ltd                799,990 fully paid ordinary shares
  DRA Global Limited            Hagahaga Holdings Pty Ltd               Hagahaga Holdings Pty Ltd                        109,903 fully paid ordinary shares
  DRA Global Limited            Lukas Gerhard Hendriksz                 Lukas Gerhard Hendriksz                          147,558 fully paid ordinary shares
  DRA Global Limited            Heslinga Projects Pty Ltd               Heslinga Projects Pty Ltd                        207,745 fully paid ordinary shares
  DRA Global Limited            Bradley Alistair Hodgkinson             Bradley Alistair Hodgkinson                      68,839 fully paid ordinary shares
  DRA Global Limited            Paul Vincent Hopwood*                   Paul Vincent Hopwood                             129,186 fully paid ordinary shares*
  DRA Global Limited            Howgold Enterprises Pty Ltd             Howgold Enterprises Pty Ltd                      1,223,660 fully paid ordinary shares
  DRA Global Limited            Inyaninga Investments Pty Ltd           Inyaninga Investments Pty Ltd                    1,004,069 fully paid ordinary shares
  DRA Global Limited            J N Smyth Investments Pty Ltd*          J N Smyth Investments Pty Ltd                      170,282 fully paid ordinary shares*
  DRA Global Limited            K2018333850 South Africa Pty Ltd*       K2018333850 South Africa Pty Ltd                   221,444 fully paid ordinary shares*
  DRA Global Limited            Abdur-Rashid Sheik Kader                Abdur-Rashid Sheik Kader                           87,813 fully paid ordinary shares
  DRA Global Limited            Andrew James Naude                      Andrew James Naude                                 213,027 fully paid ordinary shares
  DRA Global Limited            Nelco Investments Pty Ltd               Nelco Investments Pty Ltd                          102,990 fully paid ordinary shares
  DRA Global Limited            Lucas Ngobeni                           Lucas Ngobeni                                      78,212 fully paid ordinary shares
  DRA Global Limited            NJG Investments Pty Ltd                 NJG Investments Pty Ltd                            240,490 fully paid ordinary shares
  DRA Global Limited            Adele O’Callaghan                       Adele O’Callaghan                                  372,077 fully paid ordinary shares
  DRA Global Limited            Olivier Levi Enterprises Pty Ltd        Olivier Levi Enterprises Pty Ltd                   103,138 fully paid ordinary shares
  DRA Global Limited            Hermanus Mattheus Oosthuysen            Hermanus Mattheus Oosthuysen                       162,272 fully paid ordinary shares
  DRA Global Limited            Eric Gregory Ruiter                     Eric Gregory Ruiter                                92,232 fully paid ordinary shares
  DRA Global Limited            Philippus Esias Scholtz                 Philippus Esias Scholtz                            375,797 fully paid ordinary shares
  DRA Global Limited            Frederik Tertius Van Niekerk            Frederik Tertius Van Niekerk                       364,213 fully paid ordinary shares
  DRA Global Limited            Vespera Pty Ltd                         Vespera Pty Ltd                                    622,222 fully paid ordinary shares
  DRA Global Limited            Ferbros Nominees Pty Ltd                Ferbros Nominees Pty Ltd                           5,857,245 fully paid ordinary shares
  DRA Global Limited            K2019088771 (South Africa) Pty Ltd      K2019088771 (South Africa) Pty Ltd                 161,616 fully paid ordinary shares
  DRA Global Limited            K2019098992 (South Africa) Pty Ltd      K2019098992 (South Africa) Pty Ltd                 484,848 fully paid ordinary shares
  DRA Global Limited            Swanepoel Family Investments Pty Ltd    Swanepoel Family Investments Pty Ltd               397,354 fully paid ordinary shares
*50% of the escrowed Shares held will be subject to early release from escrow if, at any date from Listing the 30-day volume average weighted price of Shares exceeds the Offer Price by 25% (see Annexure C).

Part C: Details of present registered holders subject to share scheme sale and loan deed (attached as Annexure D)
   Holder of relevant interest   Registered holder of securities         Person entitled to be registered as holder (8)     Class and number of securities
   DRA Global Limited            Alistair Ruth Pty Ltd                   Alistair Ruth Pty Ltd                              285,973 fully paid ordinary shares
   DRA Global Limited            Annandale George                        Annandale George                                   14,793 fully paid ordinary shares
   DRA Global Limited            Castley Bryan Rhys                      Castley Bryan Rhys                                 14,176 fully paid ordinary shares
   DRA Global Limited            CJB Investments Pty Ltd                 CJB Investments Pty Ltd                            41,326 fully paid ordinary shares
   DRA Global Limited            Coetzee Valentine Eugene                Coetzee Valentine Eugene                           18,302 fully paid ordinary shares
   DRA Global Limited            Educar Investments Pty Ltd              Educar Investments Pty Ltd                         70,970 fully paid ordinary shares
   DRA Global Limited            Feldman Vladislav                       Feldman Vladislav                                  59,061 fully paid ordinary shares
   DRA Global Limited            Gericke Deon                            Gericke Deon                                       3,878 fully paid ordinary shares
   DRA Global Limited            GSPC Trading And Refining Pty Ltd       GSPC Trading And Refining Pty Ltd                  238,406 fully paid ordinary shares
   DRA Global Limited            Hagahaga Holdings Pty Ltd               Hagahaga Holdings Pty Ltd                          20,034 fully paid ordinary shares
   DRA Global Limited            Heslinga Projects Pty Ltd               Heslinga Projects Pty Ltd                          63,873 fully paid ordinary shares
   DRA Global Limited            Howgold Enterprises Pty Ltd             Howgold Enterprises Pty Ltd                        164,124 fully paid ordinary shares
   DRA Global Limited            Kader Sheik Abdur-Rashid                Kader Sheik Abdur-Rashid                           2,529 fully paid ordinary shares
   DRA Global Limited            Nelco Investments Pty Ltd               Nelco Investments Pty Ltd                          37,354 fully paid ordinary shares
   DRA Global Limited            Ngobeni Lucas                           Ngobeni Lucas                                      10,172 fully paid ordinary shares
   DRA Global Limited            NJG Investments Pty Ltd                 NJG Investments Pty Ltd                            58,501 fully paid ordinary shares
   DRA Global Limited            O’Callaghan Adele                       O’Callaghan Adele                                  135,751 fully paid ordinary shares
   DRA Global Limited            Olivier Levi Enterprises Pty Ltd        Olivier Levi Enterprises Pty Ltd                   12,537 fully paid ordinary shares
   DRA Global Limited            Oosthuysen Mattheus Hermanus            Oosthuysen Mattheus Hermanus                       8,298 fully paid ordinary shares
   DRA Global Limited            Pierre Julien                           Pierre Julien                                      5,950 fully paid ordinary shares
   DRA Global Limited            Ruiter Gregory Eric                     Ruiter Gregory Eric                                3,546 fully paid ordinary shares
   DRA Global Limited            Scholtz Esias Philippus                 Scholtz Esias Philippus                            13,777 fully paid ordinary shares
   DRA Global Limited            Swanepoel Family Investments Pty Ltd    Swanepoel Family Investments Pty Ltd               6,461 fully paid ordinary shares
   DRA Global Limited            Van Niekerk Tertius Frederik            Van Niekerk Tertius Frederik                       102,172 fully paid ordinary shares
   DRA Global Limited            VMF Investments Limited                 VMF Investments Limited                            3,075,615 fully paid ordinary shares
   DRA Global Limited            Wray Carvelas                           Wray Carvelas                                      21,271 fully paid ordinary shares
   DRA Global Limited            Anderson Richard Stephen                Anderson Richard Stephen                           982 fully paid ordinary shares
   DRA Global Limited            Cawdry Erica Jane                       Cawdry Erica Jane                                  2,275 fully paid ordinary shares
   DRA Global Limited            Cherian Anil John                       Cherian Anil John                                  2,568 fully paid ordinary shares
   DRA Global Limited            Da Gama Teixeira Antonio                Da Gama Teixeira Antonio                           2,558 fully paid ordinary shares
   DRA Global Limited            Darren Richard Dalrymple                Darren Richard Dalrymple                           5,767 fully paid ordinary shares
   DRA Global Limited            De Wit Lizette                          De Wit Lizette                                     1,526 fully paid ordinary shares
   DRA Global Limited            Dercksen Louise                         Dercksen Louise                                    1,257 fully paid ordinary shares
   DRA Global Limited            Dercksen Sarel Gerhardus                Dercksen Sarel Gerhardus                           522 fully paid ordinary shares
   DRA Global Limited            Dias Paulo Manuel Costa                 Dias Paulo Manuel Costa                            2,470 fully paid ordinary shares
   DRA Global Limited            Eykelhof Robert                         Eykelhof Robert                                    2,243 fully paid ordinary shares
   DRA Global Limited            Fraser Russell James                    Fraser Russell James                               2,930 fully paid ordinary shares
   DRA Global Limited            Heher Douglas Walter                    Heher Douglas Walter                               9,917 fully paid ordinary shares
   DRA Global Limited            K2018332138 South Africa Pty Ltd        K2018332138 South Africa Pty Ltd                   7,003 fully paid ordinary shares
   DRA Global Limited            Cloudcast(Pty)Ltd                       Cloudcast(Pty)Ltd                                  25,650 fully paid ordinary shares
   DRA Global Limited            Kianalily Pty Ltd                       Kianalily Pty Ltd                                  10,637 fully paid ordinary shares
   DRA Global Limited            Lintvelt Hermanus Jacobus               Lintvelt Hermanus Jacobus                          5,724 fully paid ordinary shares
   DRA Global Limited            Males Ryan James                        Males Ryan James                                   5,126 fully paid ordinary shares
   DRA Global Limited            Morabe Teheli Mpho                      Morabe Teheli Mpho                                 5,126 fully paid ordinary shares
   DRA Global Limited            Moyo Richard Henry Stewart              Moyo Richard Henry Stewart                         872 fully paid ordinary shares
   DRA Global Limited            Murefu Stephen                          Murefu Stephen                                     522 fully paid ordinary shares
   DRA Global Limited            Postma Willem                           Postma Willem                                      4,077 fully paid ordinary shares
   DRA Global Limited            Rajgure Madhavi Maddy                   Rajgure Madhavi Maddy                              690 fully paid ordinary shares
   DRA Global Limited            Ramiah Krishnaveni                      Ramiah Krishnaveni                                 216 fully paid ordinary shares
   DRA Global Limited            Samakande Tongai                        Samakande Tongai                                   6,815 fully paid ordinary shares
   DRA Global Limited            Schutte Stephan                         Schutte Stephan                                    7,685 fully paid ordinary shares
   DRA Global Limited            Schwiebus Riaan Jan Willem              Schwiebus Riaan Jan Willem                         1,295 fully paid ordinary shares
   DRA Global Limited            Souter Bruce James                      Souter Bruce James                                 4,683 fully paid ordinary shares
   DRA Global Limited            Terblanche Christoffel Johannes         Terblanche Christoffel Johannes                    522 fully paid ordinary shares
   DRA Global Limited            The Cin Family Trust                    The Cin Family Trust                               7,969 fully paid ordinary shares
   DRA Global Limited            Thompson John Hamilton                  Thompson John Hamilton                             2,063 fully paid ordinary shares
   DRA Global Limited            Uys Johannes Gerhardus                  Uys Johannes Gerhardus                             6,411 fully paid ordinary shares
   DRA Global Limited            Van Der Spuy Sybrand Johannes           Van Der Spuy Sybrand Johannes                      4,422 fully paid ordinary shares
   DRA Global Limited            Van Heerden Carel Jacobus               Van Heerden Carel Jacobus                          3,021 fully paid ordinary shares
   DRA Global Limited            Van Rooyen Lukas Marthinus              Van Rooyen Lukas Marthinus                         4,439 fully paid ordinary shares
   DRA Global Limited            Van Wyk Billy                           Van Wyk Billy                                      1,603 fully paid ordinary shares
   DRA Global Limited            Virloscape Pty Ltd                      Virloscape Pty Ltd                                 15,078 fully paid ordinary shares
   DRA Global Limited            Welsh Robin Mark                        Welsh Robin Mark                                   4,963 fully paid ordinary shares
   DRA Global Limited            Westray Leslie Ryan                     Westray Leslie Ryan                                9,860 fully paid ordinary shares
   DRA Global Limited            Wilson Ryan                             Wilson Ryan                                        14,891 fully paid ordinary shares
   DRA Global Limited            Scott Arthur Edward                     Scott Arthur Edward                                2,304 fully paid ordinary shares
   DRA Global Limited            Trueman Frederick Clement               Trueman Frederick Clement                          3,539 fully paid ordinary shares
   DRA Global Limited            Saltus Engineering Technologies Ptyltd  Saltus Engineering Technologies Ptyltd             606 fully paid ordinary shares
   DRA Global Limited            Field Garth Lynton                      Mr Garth Lynton Field                              3,714 fully paid ordinary shares
   DRA Global Limited            Ison Jeremy                             Mr Jeremy Ison                                     10,260 fully paid ordinary shares


SCHEDULE 2
Addresses
The addresses of persons named in this form are as follows:

  Name                                    Address
  Alistair Ruth Pty Ltd                   PO Box 20134, Protea Park, South Africa
  Anderson Richard Stephen                Meije 64b, Bodegraven, South Holland, The Netherlands 2411pk
  Andrew James Naude                      18 King Street, Claremont WA Australia 6010
  Annandale George                        157 Mariana Avenue, Clubview, Centurion, South Africa
  Battaglia Investment Holdings Pty Ltd   1298 Hay Street, West Perth WA Australia 6005
  Bezuidenhout Glenn                      50 Fisant Avenue, Boskruin, Randburg, South Africa
  Blueleyon Pty Ltd                       101 Buxton Street, Mount Hawthorn WA Australia 6016
  Botha Chad                              8 Alfred Road, North Fremantle WA Australia 6159
  Carvelas Wray                           57 Eaglewood Boulevard, Mississauga, Ontario, Canada L5G 1V6
  Castley Bryan Rhys                      49 Shepherd Avenue, Bryanston, South Africa
  Cawdry Erica Jane                       C/- PO Box 3130, East Perth, Western Australia Australia 6892
  Cherian Anil John                       2564 Mount Boreas Street, Midlands Estate, Midstream, Centurion, South Africa
  CJB Investments Pty Ltd                 PO Box 30075, Kyalami, South Africa
  Cloudcast(Pty)Ltd                       Postnet Suite 73, Private Bag X81, Halfway House, Gauteng, South Africa
  Coetzee Valentine Eugene                510 Portman Place, 21 Fir Avenue, Bantry Bay, Cape Town, South Africa
  Da Gama Teixeira Antonio                PO Box 787446, Sandton, Johannesburg, South Africa
  Darren Richard Dalrymple                11 Surrey Road, Harfield Village, Claremont, Cape Town, South Africa
  De Wit Lizette                          1 Minnow Way, Mulbarton, Norwich, United Kingdom Nr14 8fq
  Dercksen Louise                         5 Alnair Street, Midstream Ridge Estate, Centurion, South Africa
  Dercksen Sarel Gerhardus                Lemon Tree, Unit 50, 1012 Sandkiaat Street, Louwlardia, South Africa
  Dias Paulo Manuel Costa                 PO Box 2092, Primrose, South Africa
  DRA Global Limited                      Level 8, 256 Adelaide Terrace, Perth WA 6000
  Educar Investments Pty Ltd              570 Feather Falls Estate, Furrow Road, Diswilmar A/H Krugersdorp South Africa
  Eykelhof Robert                         PO Box 2812, Sunninghill, Sandton, South Africa
  Feldman Vladislav                       190 Golden Trail, Maple, Ontario, Canada L6a 5a1
  Ferbros Nominees Pty Ltd                PO Box 78055, Sandton, South Africa
  Field Garth Lynton                      7 Cardell Place, Pullenvale Qld Australia 4069
  Fraser Russell James                    PO Box 70704, Bryanston, Sandton, South Africa
  Gericke Deon                            7 Viterwyk Street, Van Riebeescks Hcf, Bellville, Cape Town, South Africa
  Goddard John Neale                      68 Glen Avenue, Highway Gardens, Edenvale, South Africa
  GSPC Trading And Refining Pty Ltd       PO Box 2022, Saxonwold, South Africa
  Hagahaga Holdings Pty Ltd               PO Box 5156, Cresta, South Africa
  Haines Edward David Farmer Reid         Haines, Cedarhurst, Main Street, Wick United Kingdom WR10 3NU
  Heher Douglas Walter                    83 Old Kent Drive, Midsteam Estate, Erkurhleni, Johannesburg, South Africa
  Heslinga Projects Pty Ltd               PO Box 65310, Erasmusrand, South Africa
  Hodgkinson Alistair Bradley             PO Box 20134, Protea Park, South Africa
  Hopwood Paul Vincent                    PO Box 731000, Fairland, Johannesburg, South Africa
  Howgold Enterprises Pty Ltd             12 Khyber Fountains, 3 Lincoln Street, 7 Khyber Rock, South Africa
  Inyaninga Investments Pty Ltd           PO Box 3567, Rivonia, South Africa
  Ison Jeremy                             31 Wessex Street, Carrine WA Australia 6020
  J N Smyth Investments Pty Ltd           3 Lantana Road, Morningside Manor Ext 2, Sandton, South Africa
  JDAD Asset Holdings Pty Ltd             PO Box 3094, Houghton
  K2018332138 South Africa Pty Ltd        PO Box 31741, Totiusdal, South Africa
  K2018333850 South Africa Pty Ltd        8 Villa Santika, Hill Road, Benoni, South Africa
  K2019088771 (South Africa) Pty Ltd      50 Oxford Road, Greenstone Hill Office Park, Parktown, Johannesburg, South Africa
  K2019098992 (South Africa) Pty Ltd      50 Oxford Road, Greenstone Hill Office Park, Parktown, Johannesburg, South Africa
  Kader Sheik Abdur-Rashid                5 Pecanwood Close, Pecanwood Golf Estate, Hartbeespoort, South Africa
  Kianalily Pty Ltd                       5 East Road, Morningside, Sandton, South Africa
  Lintvelt Hermanus Jacobus               16 Hugo Avenue, Hout Bay, South Africa
  Lion Steps Pty Ltd                      5 The Topaz Lincoln Street, Khyber Rock, Woodmead, Johannesburg, South Africa
  Lukas Gerhard Hendriksz                 570 Feather Falls Estate, Furrow Road, Diswilmar A/H, South Africa
  Males Ryan James                        PO Box 130965, Bryanston, Johannesburg, South Africa
  Maximex Pty Ltd                         25 Freshwater Plaza, Hillarys WA Australia 6025
  Morabe Teheli Mpho                      PO Box 323, Mbombela, South Africa
  Moyo Richard Henry Stewart              PO Box 4900, Cresta, South Africa
  Murefu Stephen                          4 Glen Eden Villas, 74 Wagenaar Road, Edenglen, South Africa
  Nelco Investments Pty Ltd               PO Box 6118, Cresta, South Africa
  Newmix Holdings Pty Ltd                 40 The Avenue, Nedlands WA Australia 6009
  Ngobeni Lucas                           3 Letaba Avenue, Penina Park, Polokwane, South Africa
  NJG Investments Pty Ltd                  68 Glen Avenue, Highway Gardens, Edenvale, South Africa
  O’Callaghan Adele                       PO Box 2507, Lonehill, South Africa
  Olivier Levi Enterprises Pty Ltd        PO Box 145, Halfway House, South Africa
  Oosthuysen Mattheus Hermanus            64 North Street, Rietondale, Pretoria, South Africa
  Pierre Julien                           130 Lakeside Drive, Grimsby, Ontario, Canada
  Postma Willem                           67 Mountainview Drive, Northcliffe, Johannesburg South Africa
  Rajgure Madhavi Maddy                   25 Dickie Fritz Avenue, Marais Steyn Park, Edenvale, South Africa
  Ramiah Krishnaveni                       303 Harry Galayn Drive, Halfway Gardens, Midrand, South Africa
  Ruiter Gregory Eric                     36 Kyalami Crest, Whiskem Avenue, Midrand, Johannesburg, South Africa
  Saltus Engineering Technologies Ptyltd  50 Amhurst Place, Midstream, Halfway House, South Africa
  Samakande Tongai                        Unit 1 Lady Hamilton, 72 Pine Road, Broadacres, Johannesburg, South Africa
  Scholtz Esias Philippus                 2804 Teak Crescent, Oakville, Ontario, Canada L6J 7M4
  Schutte Stephan                         58 Lyndhurst Road, Lyndhurst, Johannesburg, South Africa
  Schwiebus Riaan Jan Willem              PO Box 1199, Tiegerpoort, Pretoria East, South Africa
  Scott Arthur Edward                     69a Langler Street, East Victoria Park, Western Australia, Australia 6101
  Sonmat Investments Pty Ltd              5 Killarney Heights, Kallaroo, WA Australia 6025
  Souter Bruce James                      18 Forest Drive, Pinelands, Cape Town, South Africa
  Swanepoel Family Investments Pty Ltd    PO Box 46, Ebotse Golf And Country Estate, Benoni, South Africa
  Terblanche Christoffel Johannes         PO Box 3567, Rivonia, South Africa
  The Cin Family Trust                    C/O Chad Botha As Trustee Level 1, 30 Ord Street, West Perth WA 6005
  The Lyon Hart Trust                     8 Sinclair Street, Windhoek, Namibia
  Thompson John Hamilton                  9 Pongola Street, Paulshof, Johannesburg, South Africa
  Trueman Frederick Clement               35 Montanus Drive, Bellbowrie, Queensland, Australia 4070
  Uys Johannes Gerhardus                  1 Mount Yukon Close, Midstream Estates, Midlands, South Africa
  Van Der Spuy Sybrand Johannes           PO Box 95781, Waterkloof, South Africa
  Van Heerden Carel Jacobus               92 De Wet Street, Horison, Roodepoort, South Africa
  Van Niekerk Tertius Frederik            8 Kilkenny Road, Parkview, Johannesburg, South Africa
  Van Rooyen Lukas Marthinus              PO Box 3567, Rivonia, South Africa
  Van Wyk Billy                           PO Box 2295, Rant-En-Dal, South Africa
  Vespera Pty Ltd                         PO Box 3094, Houghton, South Africa
  Virloscape Pty Ltd                      22 Myrtle Road, Fourways Gardens, Sandton, South Africa
  VMF Investments Limited                 Level 3 Ebene House, Hotel Avenue, 33 Cybercity, Ebene, Mauritius 72201
  Welsh Robin Mark                        3 Balmoral Avenue, Bergvliet, South Africa
  Westray Leslie Ryan                     100 Belgrave Street, Morningside, Queensland, South Africa
  Wilson Ryan                             29 Centurion Crescent, Ebotse Golf Estate, Rynfield, Benoni, South Africa
  ZJN Investments Pty Ltd                 10 Roberts Road, Attadale, WA Australia 6156


Shareholder Restriction Deed

Each party specified in Item 1 of Schedule 1 (a Holder)

Each party specified in Item 3 of Schedule 1 (a Controller)

DRA Global Limited

                                                                                                                             Contents

                Table of contents

1               Definitions and interpretation                                                                                                      1
                1.1   Definitions ................................................................................................................. 1
                1.2   Interpretation .............................................................................................................. 3
                1.3   Compliance with Listing Rules ................................................................................................4
2               Escrow                                                                                                                              4
                2.1   Holder restrictions during Escrow Period .................................................................................... 4
                2.2   Controller restrictions during Escrow Period ............................................................ ....................4
                2.3   Escrow restrictions ......................................................................................................... 5
                2.4   Exceptions .................................................................................................................. 5
                2.5   Notice ...................................................................................................................... 5
3               Termination                                                                                                                         6
4               Warranties and acknowledgment                                                                                                       6
                4.1   Giving of warranties .................................................................................................. ......6
                4.2   Warranties .................................................................................................................. 6
                4.3   Acknowledgment............................................................................................................... 7
                4.4   Survival of representations and warranties .................................................................................. 7
5               Consequences of breaching this deed                                                                                                 7
6               Amendment                                                                                                                           8
7               General                                                                                                                             8
                7.1   Governing law and jurisdiction .............................................................................................. 8
                7.2   Counterparts ................................................................................................................ 8
                7.3   Further assurances ................................................................................................... .......8
                7.4   Notices ..................................................................................................................... 8
                7.5   Time of Essence ....................................................................................................... ......9


                Schedule 1                                                                                                                        10


                                                                                                   Shareholder Restriction Deed            Contents 1
                Restriction Deed


                Date                    2021


                Between the parties


                Company               DRA Global Limited
                                       ACN 622 581 935 of Level 8, 256 Adelaide Terrace, Perth WA 6000
 

                Controller            Each party identified in Item 3 of Schedule 1



                Holder                Each party identified in Item 1 of Schedule 1



1              Definitions and interpretation

1.1        Definitions
           The meanings of the terms used in this deed are set out below.


           Term                     Meaning



           Allotment Date           the date Shares are issued and transferred pursuant to the
                                    Prospectus.



           ASIC                     means the Australian Securities and Investments Commission.



           ASX                      ASX Limited (ACN 008 624 691) or the market it operates as the
                                    context requires.



          ASX Settlement           means ASX Settlement Pty Ltd (ABN 49 008 504 532).



           Business Day             a day on which banks are open for business in Perth, other than a
                                    Saturday, Sunday or public holiday in Perth.



           Business Hour            9.00 am to 5.00 pm on any Business Day.



           Controller               each party specified in Item 3 of Schedule 1.



           Controller Interest      in respect of a Controller, the securities, economic interests or other
                                    interests in the Holder or the Restricted Shares in which the
                                    Controller has a direct or indirect interest and each intermediate
                                    entity through which that interest occurs, as set out in Item 3 of
                                    Schedule 1.



           Corporations Act         Corporations Act 2001 (Cth).



           Dealing               in respect of any Restricted Share or Controller Interest, means to
                                 directly or indirectly:
                                 1   sell, assign, transfer or otherwise Dispose of, or agree or offer to
                                     sell, assign, transfer or otherwise Dispose of, that Restricted


                                     Share or Controller Interest or any legal, beneficial or economic
                                     interest in that Restricted Share or Controller Interest;
                                 2   create, or agree or offer to create, any Security Interest in that
                                     Restricted Share or Controller Interest or any legal, beneficial or
                                     economic interest in that Restricted Share or Controller Interest;
                                 3   enter into any option which, if exercised, enables or requires the
                                     relevant security holder to sell, assign, transfer or otherwise
                                     Dispose of that Restricted Share or Controller Interest; or
                                 4   do, or omit to do, any act if the act or omission would have the
                                     effect of transferring effective ownership or control of that
                                     Restricted Share or Controller Interest or any legal, beneficial or
                                     economic interest in that Restricted Share or Controller Interest.
                                 Deal and Dealt each have a corresponding meaning.



           Dispose               has the meaning given to that term in the Listing Rules.



           Escrow Period         the period set out in Item 2 of Schedule 1.



           Governmental Agency   any government (in any jurisdiction, whether federal, state, territorial
                                 or local), or representative of a government (including any minister,
                                 department, office, commission, delegate, instrumentality, agency,
                                 board, authority or organisation of any government or in which any
                                 government is interested) or any governmental, semi-governmental,
                                 administrative, fiscal, regulatory, self-regulatory or judicial body,
                                 department, commission, authority, tribunal, agency, competition
                                 authority or entity in Australia. It includes without limitation, ASIC,
                                 any non-government regulatory authority including the ASX and any
                                 other stock exchange.



           Holder                each party specified in Item 1 of Schedule 1.



           Holding Lock          has the meaning in Section 2 of the Settlement Operating Rules.



           Issuer Sponsored      the part of the Company’s register for shares that is administered by
           Subregister           the Company (and not ASX Settlement) and records uncertificated
                                 holdings of Shares.



           Listing Rules         the listing rules of the ASX (or such other financial market on which
                                 the Company is listed) and any other rules of the ASX (or such other
                                 financial market as the Company is listed) which are applicable while
                                 the Company is admitted to the official list of the ASX (or such other
                                 financial market on which the Company is listed), each as amended
                                 or replaced from time to time, except to the extent of any express
                                 written waiver by the ASX (or such other financial market on which
                                 the Company is listed).



           Offer                  means the offer of Shares pursuant to the Prospectus.



           Offer Price            has the meaning given to that term in the Prospectus.



           Prospectus             means the prospectus to be issued by the Company and SaleCo
                                  dated on or about 25 May 2021 and lodged with ASIC on that date.



           Restricted Shares      1   all of the Shares in the Company held by the Holder on the
                                      Allotment Date excluding those Shares (if any) transferred by the
                                      Holder to SaleCo for an offer of Shares under the Prospectus
                                      and as disclosed in the Prospectus; and
                                  2   any securities in the Company attaching to or arising out of those
                                      Shares.



           SaleCo                    DRA Global SaleCo Limited ACN 649 998 863.



           Security Interest         an interest or power:
                                     1   reserved in or over an interest in any securities including, but not
                                         limited to, any retention of title;
                                     2   created or otherwise arising in or over any interest in any
                                         securities under a bill of sale, mortgage, charge, lien, pledge,
                                         trust or power, and
                                     3   any agreement to grant or create any interest or power referred
                                         to in paragraphs (1) or (2) of this definition.



           Settlement Operating      means the operating rules of ASX Settlement.
           Rules



           Share                     a fully paid ordinary share in the capital of the Company.



           Voluntary Escrow          a voluntary escrow deed entered into in connection with the initial
           Deed                      public offering of Shares in the Company.



1.2          Interpretation
             In this deed including the recitals unless the contrary intention appears:



               (a)       the singular includes the plural and vice versa;
               (b)       a reference to a party includes its successors, personal representatives and
                         transferees;
               (c)       words and expressions defined in the Listing Rules, and not in this deed, have
                         the meanings given to them in the Listing Rules;
               (d)       every warranty or agreement (expressed or implied) in which more than one
                         person is joined, binds them individually and any combination of them as a
                         group;
               (e)       references to "applicable law" include all laws and regulations of jurisdictions
                         applicable to the Company, or its related bodies corporate, as the case may be
                         (including the Corporations Act and any other laws and regulations of a
                         jurisdiction outside Australia), and rules, policies, official directives, orders or
                         requirements of any Governmental Agency, including the Listing Rules,
                         Settlement Operating Rules and the applicable listing requirements of the ASX,
                         except to the extent compliance is modified, waived or exempted in favour of a
                         person in the relevant circumstances; and
               (f)       the schedules form part of this deed.

1.3            Compliance with Listing Rules
               For so long as the Company is listed on the official list of the ASX:
               (a)       notwithstanding anything contained in this deed, if the Listing Rules prohibit an
                         act being done, that act must not be done;
               (b)       nothing contained in this deed prevents an act being done that the Listing Rules
                         require to be done;
               (c)       if the Listing Rules require an act to be done or not to be done, authority is
                         given for that act to be done or not to be done (as the case may be);
               (d)       if the Listing Rules require this deed to contain a provision and it does not
                         contain such a provision, this deed is deemed to contain that provision;
               (e)       if the Listing Rules require this deed not to contain a provision and it contains
                         such a provision, this deed is deemed not to contain that provision; and
               (f)       if any provision of this deed is or becomes inconsistent with the Listing Rules,
                         this deed is deemed not to contain that provision to the extent of the
                         inconsistency.



2              Escrow

2.1            Holder restrictions during Escrow Period
               Subject to clause 2.4, the Holder must not Deal in the Restricted Shares during the
               Escrow Period.

2.2            Controller restrictions during Escrow Period
               Subject to clause 2.4, the Controller must not Deal in the Controller Interests during the
               Escrow Period.


2.3          Escrow restrictions
             The parties acknowledge and agree that:
             (a)      as soon as practicable following the issue or transfer of the Restricted Shares to
                      the Holder or the commencement of trading of the Restricted Shares on the
                      ASX pursuant to the Offer, as applicable, the Restricted Shares will be
                      registered and held for the Holder on the Issuer Sponsored Subregister;
             (b)      the Company will apply a Holding Lock to the Restricted Shares as soon as
                      practicable after registration of the Restricted Shares on the Issuer Sponsored
                      Subregister and the Holder hereby agrees to the application of the Holding
                      Lock; and
             (c)      the Company will do all things necessary to ensure that the Holding Lock is
                      released:
                      (1)       to the extent necessary to permit disposals of Restricted Shares
                                permitted by this deed; and
                      (2)       in full at the conclusion of the Escrow Period,
                      including notifying ASX that the Restricted Shares will be released from the
                      Holding Lock, in accordance with the timing requirements set out in Listing Rule
                      3.10A.

2.4          Exceptions
             During the Escrow Period, the Holder or the Controller may Deal in any of its Restricted
             Shares or Controller Interests (as relevant) if the Dealing arises solely as a result of:
             (a)      a requirement of applicable law (including an order of a court of competent
                      jurisdiction);
             (b)      the acceptance of a bona fide third party takeover bid made under Chapter 6 of
                      the Corporations Act in respect of the Shares that is either:
                      (1)       recommended by the Company’s board of directors; or
                      (2)       otherwise accepted by holders of at least 50% of the Shares in the
                                Company that are not subject to any Voluntary Escrow Deed; or
             (c)      the transfer or cancellation of the Shares in the Company as part of a scheme
                      of arrangement under Part 5.1 of the Corporations Act,
             provided that in each case under clause 2.4(b) or 2.4(c), if for any reason any or all
             Restricted Shares are not transferred or cancelled in accordance with such a takeover bid
             or scheme of arrangement, then the Holder agrees that the restrictions applying to the
             Restricted Shares under this deed will continue to apply and without limiting the
             foregoing, the Holding Lock will be reapplied to all Restricted Shares not so transferred or
             cancelled.

2.5          Notice
             If the Holder or Controller becomes aware:
             (a)      that a Dealing in any Restricted Shares or Controller Interests has occurred, or
                      is likely to occur, during the Escrow Period; or
             (b)      of any matter which is likely to give rise to a Dealing in any Restricted Shares or
                      Controller Interests during the Escrow Period,

               it must notify the Company as soon as practicable after becoming aware of the actual or
               potential Dealing or the matters giving rise to the actual or potential Dealing, providing full
               details.



3              Termination

               This deed terminates if the Company is not admitted to the official list of the ASX by 31
               July 2021.



4              Warranties and acknowledgment

4.1            Giving of warranties
               The Holder and the Controller each give the warranties and representations in clause 4.2
               in favour of the Company as at:
               (a)       the date of this deed; and
               (b)       at all times until expiry of the Escrow Period.

4.2            Warranties
               Each of the Holder and Controller jointly and severally represents and warrants that:
               (a)       it has full power and authority, without the consent of any other person, to enter
                         into and perform its obligations under this deed (including, if the Holder or
                         Controller have entered into this deed as a trustee (Trustee), under the trust
                         deed for the relevant trust (Trust));
               (b)       it has taken all necessary action to authorise the execution, delivery and
                         performance of this deed in accordance with its terms;
               (c)       this deed constitutes legal, valid and binding obligations and, subject to any
                         necessary stamping and registration, is enforceable in accordance with its
                         terms;
               (d)       the execution, delivery and performance by it of this deed does not and will not
                         violate, breach or result in a contravention of:
                         (1)       any applicable law, regulation or authorisation;
                         (2)       its constitution or other constituent documents (or, if the Holder or
                                   Controller is a Trustee, the trust deed for the Trust); or
                         (3)       any agreement, undertaking, Security Interest or document which is
                                   binding on it;
               (e)       prior to the Escrow Period, it has not done, or omitted to do, any act which
                         would result in it Dealing in Restricted Shares such that it will take effect during
                         the Escrow Period;
               (f)       the Restricted Shares are free from all Security Interests and other third party
                         interests or rights and will remain so during the Escrow Period;
               (g)       there is no person who has, or will have at or immediately following completion
                         of the Offer, any economic or beneficial interest in the equity or Restricted
                         Shares of the Holder other than the Controller;
               (h)      the Holder holds the Restricted Shares and the Controller holds the Controller
                        Interests set out in Item 3 of Schedule 1;
               (i)      the Restricted Shares are all the securities, economic interests or other
                        interests that the Holder has directly or indirectly in the Company;
               (j)      the Controller Interests set out in Item 3 of Schedule 1 are all the securities,
                        economic interests or other interests in the Holder or the Restricted Shares in
                        which the Controller has an interest;
               (k)       if the Holder or Controller is a Trustee, the Trustee is the trustee of the Trust
                         and, to the best of its knowledge and belief, there is no proposal to remove it as
                         trustee of the Trust; and

               (l)      if the Holder or Controller is a Trustee:

                         (1)    the Holder or Controller has the right to be fully indemnified out of the
                                assets of the Trust in respect of any liability arising under, or in
                                connection with, this deed and the right has not been modified, released
                                or diminished in any way. The assets of the Trust are sufficient to satisfy
                                that right in full and Holder or Controller has not released or disposed of
                                its equitable lien over that trust; and

                         (2)    the Trust has not been terminated and there is no effective proposal or
                                requirement to wind up, deregister, terminate, reconstitute or resettle the
                                Trust.

4.3            Acknowledgment
               The Holder and the Controller each acknowledge that a breach of any of the
               representations and warranties set out in this clause 4 is a breach of this deed.

4.4            Survival of representations and warranties
               The representations and warranties in this clause 4 survive termination of this deed.



5              Consequences of breaching this deed

               (a)      If the Holder or Controller breaches this deed (a Defaulting Party), each of the
                        following applies:
                        (1)       the Company may take the steps necessary to enforce the deed, or to
                                  rectify the breach, as soon as practicable after becoming aware of the
                                  breach; and
                        (2)       the Company may, in addition to its other rights and remedies, refuse
                                  to acknowledge, deal with, accept or register any sale, assignment,
                                  transfer or conversion of any of the Defaulting Party’s Restricted
                                  Shares (this is in addition to other rights and remedies of the
                                  Company).
               (b)      If the Holder or Controller breach this deed, the Holder and Controller each
                        acknowledge and agree that such a breach could cause substantial commercial
                        and financial detriment to the Company and other third parties.
               (c)      The parties agree that damages would be an insufficient remedy for breach of
                        clause 2.1 or clause 2.2 and each of the Holder and Controller agrees that the
                        Company is entitled to seek and obtain an injunction or specific performance to
                        enforce the Holder and/or Controller’s obligation under clause 2.1 or clause 2.2
                        without proof of actual damage and without prejudice to any of its other rights or
                        remedies.



6              Amendment

               This deed may not be amended without the prior written consent of the parties.



7              General

7.1            Governing law and jurisdiction
               (a)      This deed is governed by the laws of Western Australia.
               (b)      Each of the parties irrevocably submits to the non-exclusive jurisdiction of the
                        courts of Western Australia.
               (c)      Each of the parties irrevocably waives any objection to the venue of any legal
                        process on the basis that the process has been brought in an inconvenient
                        forum.
               (d)      Each of the parties irrevocably waives any immunity in respect of its obligations
                        under this deed which that party may acquire from the jurisdiction of any court
                        or any legal process for any reason including, but not limited to, the service of
                        notice, attachment prior to judgment, attachment in aid of execution or
                        execution.


7.2            Counterparts
               (e)      This deed may be executed in any number of counterparts which together will
                        constitute one instrument. A party may execute this deed by signing any
                        counterpart.
               (f)      This deed takes effect and is binding upon a Holder (and a Controller, if
                        applicable) when the Company, the Holder and (if applicable) the Controller
                        have signed this deed (whether or not any other Holders or Controllers (if
                        applicable) have signed this deed).

7.3            Further assurances
               Each party must do all things and execute all further documents required to give full effect
               to this deed.

7.4            Notices
               A Notice is regarded as given by a party to another party, at the time of delivery of that
               Notice to the address, or transmission of that Notice by facsimile to the facsimile number,
               which is specified in the address of that other party, unless in the case of a transmission
               by facsimile:

             (a)      the machine from which that Notice is transmitted indicates a malfunction in that
                      transmission;
             (b)      that other party gives Notice within the next Business Day, to the first-
                      mentioned party of an incomplete transmission to that other party of the Notice
                      of the first-mentioned party; or
             (c)      that Notice is delivered or transmitted by facsimile, other than during Business
                      Hours, in which case, that Notice is regarded as given by that party at the
                      beginning of the next Business Hour.

7.5          Time of Essence
             Time is of the essence to this deed.


           Details


           Item 1    1   Holder       [Insert name]




           Item 2    Escrow           the date the Company’s first Appendix 4E (or equivalent announcement)
                     Period           following the Allotment Date is lodged on the ASX’s Market
                                      Announcements Platform.



           Item 3    1   Controller   Not applicable




                     2   Controller   Direct or indirect control of 100% of the shares in the relevant Holder
                         Interests


Annexure B

This is Annexure B of 15 pages (including this cover page) referred to in Form 603 – Notice of initial
substantial holder

Signed:


Name: Ben Secrett
Capacity: Company Secretary

Date: 9 July 2021


Shareholder Restriction Deed

Each party specified in Item 1 of Schedule 1 (a Holder)

Each party specified in Item 3 of Schedule 1 (a Controller)

DRA Global Limited

                                                                                                                             Contents

                Table of contents

1               Definitions and interpretation                                                                                                      1
                1.1   Definitions ................................................................................................................. 1
                1.2   Interpretation .............................................................................................................. 3
                1.3   Compliance with Listing Rules ............................................................................................... 4
2               Escrow                                                                                                                              4
                2.1   Holder restrictions during Escrow Period .................................................................................... 4
                2.2   Controller restrictions during Escrow Period ............................................................ ....................4
                2.3   Escrow restrictions ......................................................................................................... 5
                2.4   Exceptions .................................................................................................................. 5
                2.5   Notice ...................................................................................................................... 5
3               Termination                                                                                                                         6
4               Warranties and acknowledgment                                                                                                       6
                4.1   Giving of warranties ........................................................................................................ 6
                4.2   Warranties .................................................................................................................. 6
                4.3   Acknowledgment............................................................................................................... 7
                4.4   Survival of representations and warranties .................................................................................. 7
5               Consequences of breaching this deed                                                                                                 7
6               Amendment                                                                                                                           8
7               General                                                                                                                             8
                7.1   Governing law and jurisdiction .............................................................................................. 8
                7.2   Counterparts ................................................................................................................ 8
                7.3   Further assurances .......................................................................................................... 8
                7.4   Notices ..................................................................................................................... 8
                7.5   Time of Essence ....................................................................................................... ......9


                Schedule 1                                                                                                                        10

           Between the parties


           Company               DRA Global Limited
                                 ACN 622 581 935 of Level 8, 256 Adelaide Terrace, Perth WA 6000


           Controller            Each party identified in Item 3 of Schedule 1



           Holder                Each party identified in Item 1 of Schedule 1



           
1              Definitions and interpretation

1.1            Definitions
               The meanings of the terms used in this deed are set out below.


               Term                     Meaning



               Allotment Date           the date Shares are issued and transferred pursuant to the
                                        Prospectus.



               ASIC                     means the Australian Securities and Investments Commission.



               ASX                      ASX Limited (ACN 008 624 691) or the market it operates as the
                                        context requires.



               ASX Settlement           means ASX Settlement Pty Ltd (ABN 49 008 504 532).



               Business Day             a day on which banks are open for business in Perth, other than a
                                        Saturday, Sunday or public holiday in Perth.



               Business Hour            9.00 am to 5.00 pm on any Business Day.



               Controller               each party specified in Item 3 of Schedule 1.



               Controller Interest      in respect of a Controller, the securities, economic interests or other
                                        interests in the Holder or the Restricted Shares in which the
                                        Controller has a direct or indirect interest and each intermediate
                                        entity through which that interest occurs, as set out in Item 3 of
                                        Schedule 1.



               Corporations Act         Corporations Act 2001 (Cth).



               Dealing                  in respect of any Restricted Share or Controller Interest, means to
                                        directly or indirectly:
                                        1   sell, assign, transfer or otherwise Dispose of, or agree or offer to
                                            sell, assign, transfer or otherwise Dispose of, that Restricted


           Term                  Meaning



                                     Share or Controller Interest or any legal, beneficial or economic
                                     interest in that Restricted Share or Controller Interest;
                                 2   create, or agree or offer to create, any Security Interest in that
                                     Restricted Share or Controller Interest or any legal, beneficial or
                                     economic interest in that Restricted Share or Controller Interest;
                                 3   enter into any option which, if exercised, enables or requires the
                                     relevant security holder to sell, assign, transfer or otherwise
                                     Dispose of that Restricted Share or Controller Interest; or
                                 4   do, or omit to do, any act if the act or omission would have the
                                     effect of transferring effective ownership or control of that
                                     Restricted Share or Controller Interest or any legal, beneficial or
                                     economic interest in that Restricted Share or Controller Interest.
                                 Deal and Dealt each have a corresponding meaning.



           Dispose               has the meaning given to that term in the Listing Rules.



           Escrow Period         the period set out in Item 2 of Schedule 1.



           Governmental Agency   any government (in any jurisdiction, whether federal, state, territorial
                                 or local), or representative of a government (including any minister,
                                 department, office, commission, delegate, instrumentality, agency,
                                 board, authority or organisation of any government or in which any
                                 government is interested) or any governmental, semi-governmental,
                                 administrative, fiscal, regulatory, self-regulatory or judicial body,
                                 department, commission, authority, tribunal, agency, competition
                                 authority or entity in Australia. It includes without limitation, ASIC,
                                 any non-government regulatory authority including the ASX and any
                                 other stock exchange.



           Holder                each party specified in Item 1 of Schedule 1.



           Holding Lock          has the meaning in Section 2 of the Settlement Operating Rules.



           Issuer Sponsored      the part of the Company’s register for shares that is administered by
           Subregister           the Company (and not ASX Settlement) and records uncertificated
                                 holdings of Shares.



           Listing Rules         the listing rules of the ASX (or such other financial market on which
                                 the Company is listed) and any other rules of the ASX (or such other
                                 financial market as the Company is listed) which are applicable while
                                 the Company is admitted to the official list of the ASX (or such other
                                 financial market on which the Company is listed), each as amended
                                 or replaced from time to time, except to the extent of any express
                                 written waiver by the ASX (or such other financial market on which
                                 the Company is listed).



             Offer                     means the offer of Shares pursuant to the Prospectus.



             Offer Price               has the meaning given to that term in the Prospectus.



             Prospectus                means the prospectus to be issued by the Company and SaleCo
                                       dated on or about 25 May 2021 and lodged with ASIC on that date.



             Restricted Shares         1   70% of the Shares in the Company held by the Holder on the
                                           Allotment Date excluding those Shares (if any) transferred by the
                                           Holder to SaleCo for an offer of Shares under the Prospectus
                                           and as disclosed in the Prospectus; and
                                       2   any securities in the Company attaching to or arising out of those
                                           Shares.



             SaleCo                    DRA Global SaleCo Limited ACN 649 998 863.



             Security Interest         an interest or power:
                                       1   reserved in or over an interest in any securities including, but not
                                           limited to, any retention of title;
                                       2   created or otherwise arising in or over any interest in any
                                           securities under a bill of sale, mortgage, charge, lien, pledge,
                                           trust or power, and
                                       3   any agreement to grant or create any interest or power referred
                                           to in paragraphs (1) or (2) of this definition.



             Settlement Operating      means the operating rules of ASX Settlement.
             Rules



             Share                     a fully paid ordinary share in the capital of the Company.



             Voluntary Escrow          a voluntary escrow deed entered into in connection with the initial
             Deed                      public offering of Shares in the Company.



1.2          Interpretation
             In this deed including the recitals unless the contrary intention appears:

               (a)       the singular includes the plural and vice versa;
               (b)       a reference to a party includes its successors, personal representatives and
                         transferees;
               (c)       words and expressions defined in the Listing Rules, and not in this deed, have
                         the meanings given to them in the Listing Rules;
               (d)       every warranty or agreement (expressed or implied) in which more than one
                         person is joined, binds them individually and any combination of them as a
                         group;
               (e)       references to "applicable law" include all laws and regulations of jurisdictions
                         applicable to the Company, or its related bodies corporate, as the case may be
                         (including the Corporations Act and any other laws and regulations of a
                         jurisdiction outside Australia), and rules, policies, official directives, orders or
                         requirements of any Governmental Agency, including the Listing Rules,
                         Settlement Operating Rules and the applicable listing requirements of the ASX,
                         except to the extent compliance is modified, waived or exempted in favour of a
                         person in the relevant circumstances; and
               (f)       the schedules form part of this deed.

1.3            Compliance with Listing Rules
               For so long as the Company is listed on the official list of the ASX:
               (a)       notwithstanding anything contained in this deed, if the Listing Rules prohibit an
                         act being done, that act must not be done;
               (b)       nothing contained in this deed prevents an act being done that the Listing Rules
                         require to be done;
               (c)       if the Listing Rules require an act to be done or not to be done, authority is
                         given for that act to be done or not to be done (as the case may be);
               (d)       if the Listing Rules require this deed to contain a provision and it does not
                         contain such a provision, this deed is deemed to contain that provision;
               (e)       if the Listing Rules require this deed not to contain a provision and it contains
                         such a provision, this deed is deemed not to contain that provision; and
               (f)       if any provision of this deed is or becomes inconsistent with the Listing Rules,
                         this deed is deemed not to contain that provision to the extent of the
                         inconsistency.



2              Escrow

2.1            Holder restrictions during Escrow Period
               Subject to clause 2.4, the Holder must not Deal in the Restricted Shares during the
               Escrow Period.

2.2            Controller restrictions during Escrow Period
               Subject to clause 2.4, the Controller must not Deal in the Controller Interests during the
               Escrow Period.

2.3          Escrow restrictions
             The parties acknowledge and agree that:
             (a)      as soon as practicable following the issue or transfer of the Restricted Shares to
                      the Holder or the commencement of trading of the Restricted Shares on the
                      ASX pursuant to the Offer, as applicable, the Restricted Shares will be
                      registered and held for the Holder on the Issuer Sponsored Subregister;
             (b)      the Company will apply a Holding Lock to the Restricted Shares as soon as
                      practicable after registration of the Restricted Shares on the Issuer Sponsored
                      Subregister and the Holder hereby agrees to the application of the Holding
                      Lock; and
             (c)      the Company will do all things necessary to ensure that the Holding Lock is
                      released:
                      (1)       to the extent necessary to permit disposals of Restricted Shares
                                permitted by this deed; and
                      (2)       in full at the conclusion of the Escrow Period,
                      including notifying ASX that the Restricted Shares will be released from the
                      Holding Lock, in accordance with the timing requirements set out in Listing Rule
                      3.10A.

2.4          Exceptions
             During the Escrow Period, the Holder or the Controller may Deal in any of its Restricted
             Shares or Controller Interests (as relevant) if the Dealing arises solely as a result of:
             (a)      a requirement of applicable law (including an order of a court of competent
                      jurisdiction);
             (b)      the acceptance of a bona fide third party takeover bid made under Chapter 6 of
                      the Corporations Act in respect of the Shares that is either:
                      (1)       recommended by the Company’s board of directors; or
                      (2)       otherwise accepted by holders of at least 50% of the Shares in the
                                Company that are not subject to any Voluntary Escrow Deed; or
             (c)      the transfer or cancellation of the Shares in the Company as part of a scheme
                      of arrangement under Part 5.1 of the Corporations Act,
             provided that in each case under clause 2.4(b) or 2.4(c), if for any reason any or all
             Restricted Shares are not transferred or cancelled in accordance with such a takeover bid
             or scheme of arrangement, then the Holder agrees that the restrictions applying to the
             Restricted Shares under this deed will continue to apply and without limiting the
             foregoing, the Holding Lock will be reapplied to all Restricted Shares not so transferred or
             cancelled.

2.5          Notice
             If the Holder or Controller becomes aware:
             (a)      that a Dealing in any Restricted Shares or Controller Interests has occurred, or
                      is likely to occur, during the Escrow Period; or
             (b)      of any matter which is likely to give rise to a Dealing in any Restricted Shares or
                      Controller Interests during the Escrow Period,
               it must notify the Company as soon as practicable after becoming aware of the actual or
               potential Dealing or the matters giving rise to the actual or potential Dealing, providing full
               details.



3              Termination

               This deed terminates if the Company is not admitted to the official list of the ASX by 31
               July 2021.



4              Warranties and acknowledgment

4.1            Giving of warranties
               The Holder and the Controller each give the warranties and representations in clause 4.2
               in favour of the Company as at:
               (a)       the date of this deed; and
               (b)       at all times until expiry of the Escrow Period.

4.2            Warranties
               Each of the Holder and Controller jointly and severally represents and warrants that:
               (a)       it has full power and authority, without the consent of any other person, to enter
                         into and perform its obligations under this deed (including, if the Holder or
                         Controller have entered into this deed as a trustee (Trustee), under the trust
                         deed for the relevant trust (Trust));
               (b)       it has taken all necessary action to authorise the execution, delivery and
                         performance of this deed in accordance with its terms;
               (c)       this deed constitutes legal, valid and binding obligations and, subject to any
                         necessary stamping and registration, is enforceable in accordance with its
                         terms;
               (d)       the execution, delivery and performance by it of this deed does not and will not
                         violate, breach or result in a contravention of:
                         (1)       any applicable law, regulation or authorisation;
                         (2)       its constitution or other constituent documents (or, if the Holder or
                                   Controller is a Trustee, the trust deed for the Trust); or
                         (3)       any agreement, undertaking, Security Interest or document which is
                                   binding on it;
               (e)       prior to the Escrow Period, it has not done, or omitted to do, any act which
                         would result in it Dealing in Restricted Shares such that it will take effect during
                         the Escrow Period;
               (f)       the Restricted Shares are free from all Security Interests and other third party
                         interests or rights and will remain so during the Escrow Period;
               (g)       there is no person who has, or will have at or immediately following completion
                         of the Offer, any economic or beneficial interest in the equity or Restricted
                         Shares of the Holder other than the Controller;
               (h)      the Holder holds the Restricted Shares and the Controller holds the Controller
                        Interests set out in Item 3 of Schedule 1;
               (i)      the Restricted Shares are all the securities, economic interests or other
                        interests that the Holder has directly or indirectly in the Company;
               (j)      the Controller Interests set out in Item 3 of Schedule 1 are all the securities,
                        economic interests or other interests in the Holder or the Restricted Shares in
                        which the Controller has an interest;
               (k)       if the Holder or Controller is a Trustee, the Trustee is the trustee of the Trust
                         and, to the best of its knowledge and belief, there is no proposal to remove it as
                         trustee of the Trust; and

               (l)      if the Holder or Controller is a Trustee:

                         (1)    the Holder or Controller has the right to be fully indemnified out of the
                                assets of the Trust in respect of any liability arising under, or in
                                connection with, this deed and the right has not been modified, released
                                or diminished in any way. The assets of the Trust are sufficient to satisfy
                                that right in full and Holder or Controller has not released or disposed of
                                its equitable lien over that trust; and

                         (2)    the Trust has not been terminated and there is no effective proposal or
                                requirement to wind up, deregister, terminate, reconstitute or resettle the
                                Trust.

4.3            Acknowledgment
               The Holder and the Controller each acknowledge that a breach of any of the
               representations and warranties set out in this clause 4 is a breach of this deed.

4.4            Survival of representations and warranties
               The representations and warranties in this clause 4 survive termination of this deed.



5              Consequences of breaching this deed

               (a)      If the Holder or Controller breaches this deed (a Defaulting Party), each of the
                        following applies:
                        (1)       the Company may take the steps necessary to enforce the deed, or to
                                  rectify the breach, as soon as practicable after becoming aware of the
                                  breach; and
                        (2)       the Company may, in addition to its other rights and remedies, refuse
                                  to acknowledge, deal with, accept or register any sale, assignment,
                                  transfer or conversion of any of the Defaulting Party’s Restricted
                                  Shares (this is in addition to other rights and remedies of the
                                  Company).
               (b)      If the Holder or Controller breach this deed, the Holder and Controller each
                        acknowledge and agree that such a breach could cause substantial commercial
                        and financial detriment to the Company and other third parties.
               (c)      The parties agree that damages would be an insufficient remedy for breach of
                        clause 2.1 or clause 2.2 and each of the Holder and Controller agrees that the
                        Company is entitled to seek and obtain an injunction or specific performance to
                        enforce the Holder and/or Controller’s obligation under clause 2.1 or clause 2.2
                        without proof of actual damage and without prejudice to any of its other rights or
                        remedies.



6              Amendment

               This deed may not be amended without the prior written consent of the parties.



7              General

7.1            Governing law and jurisdiction
               (a)      This deed is governed by the laws of Western Australia.
               (b)      Each of the parties irrevocably submits to the non-exclusive jurisdiction of the
                        courts of Western Australia.
               (c)      Each of the parties irrevocably waives any objection to the venue of any legal
                        process on the basis that the process has been brought in an inconvenient
                        forum.
               (d)      Each of the parties irrevocably waives any immunity in respect of its obligations
                        under this deed which that party may acquire from the jurisdiction of any court
                        or any legal process for any reason including, but not limited to, the service of
                        notice, attachment prior to judgment, attachment in aid of execution or
                        execution.


7.2            Counterparts
               (e)      This deed may be executed in any number of counterparts which together will
                        constitute one instrument. A party may execute this deed by signing any
                        counterpart.
               (f)      This deed takes effect and is binding upon a Holder (and a Controller, if
                        applicable) when the Company, the Holder and (if applicable) the Controller
                        have signed this deed (whether or not any other Holders or Controllers (if
                        applicable) have signed this deed).

7.3            Further assurances
               Each party must do all things and execute all further documents required to give full effect
               to this deed.

7.4            Notices
               A Notice is regarded as given by a party to another party, at the time of delivery of that
               Notice to the address, or transmission of that Notice by facsimile to the facsimile number,
               which is specified in the address of that other party, unless in the case of a transmission
               by facsimile:

             (a)      the machine from which that Notice is transmitted indicates a malfunction in that
                      transmission;
             (b)      that other party gives Notice within the next Business Day, to the first-
                      mentioned party of an incomplete transmission to that other party of the Notice
                      of the first-mentioned party; or
             (c)      that Notice is delivered or transmitted by facsimile, other than during Business
                      Hours, in which case, that Notice is regarded as given by that party at the
                      beginning of the next Business Hour.

7.5          Time of Essence
             Time is of the essence to this deed.

           Details


           Item 1    1   Holder       [Insert name]




           Item 2    Escrow           the date the Company’s first Appendix 4E (or equivalent announcement)
                     Period           following the Allotment Date is lodged on the ASX’s Market
                                      Announcements Platform.



           Item 3    1   Controller   Not applicable




                     2   Controller   Direct or indirect control of 100% of the shares in the relevant Holder
                         Interests


Annexure C

This is Annexure C of 15 pages (including this cover page)referred to in Form 603 – Notice of initial
substantial holder

Signed:


Name: Ben Secrett
Capacity: Company Secretary

Date: 9 July 2021


Shareholder Restriction Deed

Each party specified in Item 1 of Schedule 1 (a Holder)

Each party specified in Item 3 of Schedule 1 (a Controller)

DRA Global Limited
                                                                                                                             Contents

                Table of contents

1               Definitions and interpretation                                                                                                      1
                1.1   Definitions ................................................................................................................. 1
                1.2   Interpretation ............................................................................................................. .4
                1.3   Compliance with Listing Rules ............................................................................................... 4
2               Escrow                                                                                                                              5
                2.1   Holder restrictions during Escrow Period .................................................................................... 5
                2.2   Controller restrictions during Escrow Period ................................................................................ 5
                2.3   Escrow restrictions ......................................................................................................... 5
                2.4   Early release for share price outperformance ................................................................................ 5
                2.5   Exceptions .................................................................................................................. 5
                2.6   Notice ...................................................................................................................... 6
3               Termination                                                                                                                         6
4               Warranties and acknowledgment                                                                                                       6
                4.1   Giving of warranties ........................................................................................................ 6
                4.2   Warranties .................................................................................................................. 6
                4.3   Acknowledgment............................................................................................................... 7
                4.4   Survival of representations and warranties .................................................................................. 7
5               Consequences of breaching this deed                                                                                                 8
6               Amendment                                                                                                                           8
7               General                                                                                                                             8
                7.1   Governing law and jurisdiction .............................................................................................. 8
                7.2   Counterparts ................................................................................................................ 9
                7.3   Further assurances .......................................................................................................... 9
                7.4   Notices ..................................................................................................................... 9
                7.5   Time of Essence ............................................................................................................. 9


                Schedule 1                                                                                                                        10

                Signing page                                                                                                                      11

           Between the parties


           Company               DRA Global Limited
                                 ACN 622 581 935 of Level 8, 256 Adelaide Terrace, Perth WA 6000


           Controller            Each party identified in Item 3 of Schedule 1



           Holder                Each party identified in Item 1 of Schedule 1



           This deed witnesses as follows:

1              Definitions and interpretation

1.1            Definitions
               The meanings of the terms used in this deed are set out below.


               Term                     Meaning



               30-day VWAP              the 30-day volume weighted average price of Shares (as quoted on
                                        the ASX) calculated over 30 ASX trading days on which trades in
                                        Shares are recorded immediately before (and including) the last
                                        ASX trading day on which the volume weighted average price is
                                        calculated.



               Allotment Date           the date Shares are issued and transferred pursuant to the
                                        Prospectus.



               ASIC                     means the Australian Securities and Investments Commission.



               ASX                      ASX Limited (ACN 008 624 691) or the market it operates as the
                                        context requires.



               ASX Settlement           means ASX Settlement Pty Ltd (ABN 49 008 504 532).



               Business Day             a day on which banks are open for business in Perth, other than a
                                        Saturday, Sunday or public holiday in Perth.



               Business Hour            9.00 am to 5.00 pm on any Business Day.



               Controller               each party specified in Item 3 of Schedule 1.



               Controller Interest      in respect of a Controller, the securities, economic interests or other
                                        interests in the Holder or the Restricted Shares in which the
                                        Controller has a direct or indirect interest and each intermediate
                                        entity through which that interest occurs, as set out in Item 3 of
                                        Schedule 1.



               Corporations Act         Corporations Act 2001 (Cth).



            Dealing               in respect of any Restricted Share or Controller Interest, means to
                                 directly or indirectly:
                                 1   sell, assign, transfer or otherwise Dispose of, or agree or offer to
                                     sell, assign, transfer or otherwise Dispose of, that Restricted
                                     Share or Controller Interest or any legal, beneficial or economic
                                     interest in that Restricted Share or Controller Interest;
                                 2   create, or agree or offer to create, any Security Interest in that
                                     Restricted Share or Controller Interest or any legal, beneficial or
                                     economic interest in that Restricted Share or Controller Interest;
                                 3   enter into any option which, if exercised, enables or requires the
                                     relevant security holder to sell, assign, transfer or otherwise
                                     Dispose of that Restricted Share or Controller Interest; or
                                 4   do, or omit to do, any act if the act or omission would have the
                                     effect of transferring effective ownership or control of that
                                     Restricted Share or Controller Interest or any legal, beneficial or
                                     economic interest in that Restricted Share or Controller Interest.
                                 Deal and Dealt each have a corresponding meaning.



           Dispose               has the meaning given to that term in the Listing Rules.



           Escrow Period         the period set out in Item 2 of Schedule 1.



           Governmental Agency   any government (in any jurisdiction, whether federal, state, territorial
                                 or local), or representative of a government (including any minister,
                                 department, office, commission, delegate, instrumentality, agency,
                                 board, authority or organisation of any government or in which any
                                 government is interested) or any governmental, semi-governmental,
                                 administrative, fiscal, regulatory, self-regulatory or judicial body,
                                 department, commission, authority, tribunal, agency, competition
                                 authority or entity in Australia. It includes without limitation, ASIC,
                                 any non-government regulatory authority including the ASX and any
                                 other stock exchange.



           Holder                the party specified in Item 1 of Schedule 1.



           Holding Lock          has the meaning in Section 2 of the Settlement Operating Rules.



           Issuer Sponsored      the part of the Company’s register for shares that is administered by
           Subregister           the Company (and not ASX Settlement) and records uncertificated
                                 holdings of Shares.



           Listing Rules         the listing rules of the ASX (or such other financial market on which
                                 the Company is listed) and any other rules of the ASX (or such other
                                 financial market as the Company is listed) which are applicable while
                                  the Company is admitted to the official list of the ASX (or such other
                                  financial market on which the Company is listed), each as amended
                                  or replaced from time to time, except to the extent of any express
                                  written waiver by the ASX (or such other financial market on which
                                  the Company is listed).



           Offer                  means the offer of Shares pursuant to the Prospectus.



           Offer Price            has the meaning given to that term in the Prospectus.



           Prospectus             means the prospectus to be issued by the Company and SaleCo
                                  dated on or about 25 May 2021 and lodged with ASIC on that date.



           Restricted Shares      1   all of the Shares in the Company held by the Holder on the
                                      Allotment Date excluding those Shares (if any) transferred by the
                                      Holder to SaleCo for an offer of Shares under the Prospectus
                                      and as disclosed in the Prospectus; and
                                  2   any securities in the Company attaching to or arising out of those
                                      Shares.



           SaleCo                 DRA Global SaleCo Limited ACN 649 998 863.



           Security Interest      an interest or power:
                                  1   reserved in or over an interest in any securities including, but not
                                      limited to, any retention of title;
                                  2   created or otherwise arising in or over any interest in any
                                      securities under a bill of sale, mortgage, charge, lien, pledge,
                                      trust or power, and
                                  3   any agreement to grant or create any interest or power referred
                                      to in paragraphs (1) or (2) of this definition.



           Settlement Operating   means the operating rules of ASX Settlement.
           Rules



           Share                  a fully paid ordinary share in the capital of the Company.



           Share Price            the 30-day VWAP of Shares exceeding the Offer Price by 25% or
           Outperformance         more in the period between the Allotment Date and the end of the
           Condition              Escrow Period.

             Voluntary Escrow           a voluntary escrow deed entered into in connection with the initial
             Deed                       public offering of Shares in the Company.



1.2          Interpretation
             In this deed including the recitals unless the contrary intention appears:
             (a)       the singular includes the plural and vice versa;
             (b)       a reference to a party includes its successors, personal representatives and
                       transferees;
             (c)       words and expressions defined in the Listing Rules, and not in this deed, have
                       the meanings given to them in the Listing Rules;
             (d)       every warranty or agreement (expressed or implied) in which more than one
                       person is joined, binds them individually and any combination of them as a
                       group;
             (e)       references to "applicable law" include all laws and regulations of jurisdictions
                       applicable to the Company, or its related bodies corporate, as the case may be
                       (including the Corporations Act and any other laws and regulations of a
                       jurisdiction outside Australia), and rules, policies, official directives, orders or
                       requirements of any Governmental Agency, including the Listing Rules,
                       Settlement Operating Rules and the applicable listing requirements of the ASX,
                       except to the extent compliance is modified, waived or exempted in favour of a
                       person in the relevant circumstances; and
             (f)       the schedules form part of this deed.

1.3          Compliance with Listing Rules
             For so long as the Company is listed on the official list of the ASX:
             (a)       notwithstanding anything contained in this deed, if the Listing Rules prohibit an
                       act being done, that act must not be done;
             (b)       nothing contained in this deed prevents an act being done that the Listing Rules
                       require to be done;
             (c)       if the Listing Rules require an act to be done or not to be done, authority is
                       given for that act to be done or not to be done (as the case may be);
             (d)       if the Listing Rules require this deed to contain a provision and it does not
                       contain such a provision, this deed is deemed to contain that provision;
             (e)       if the Listing Rules require this deed not to contain a provision and it contains
                       such a provision, this deed is deemed not to contain that provision; and
             (f)       if any provision of this deed is or becomes inconsistent with the Listing Rules,
                       this deed is deemed not to contain that provision to the extent of the
                       inconsistency.

2              Escrow

2.1            Holder restrictions during Escrow Period
               Subject to clauses 2.4 and 2.5, the Holder must not Deal in the Restricted Shares during
               the Escrow Period.

2.2            Controller restrictions during Escrow Period
               Subject to clauses 2.4 and 2.5, the Controller must not Deal in the Controller Interests
               during the Escrow Period.

2.3            Escrow restrictions
               The parties acknowledge and agree that:
               (a)      as soon as practicable following the issue or transfer of the Restricted Shares to
                        the Holder or the commencement of trading of the Restricted Shares on the
                        ASX pursuant to the Offer, as applicable, the Restricted Shares will be
                        registered and held for the Holder on the Issuer Sponsored Subregister;
               (b)      the Company will apply a Holding Lock to the Restricted Shares as soon as
                        practicable after registration of the Restricted Shares on the Issuer Sponsored
                        Subregister and the Holder hereby agrees to the application of the Holding
                        Lock; and
               (c)      the Company will do all things necessary to ensure that the Holding Lock is
                        released:
                        (1)       to the extent necessary to permit disposals of Restricted Shares
                                  permitted by this deed; and
                        (2)       in full at the conclusion of the Escrow Period,
                        including notifying ASX that the Restricted Shares will be released from the
                        Holding Lock, in accordance with the timing requirements set out in Listing Rule
                        3.10A.

2.4            Early release for share price outperformance
               If the Share Price Outperformance Condition is satisfied, the Holder or the Controller may
               Deal in up to 50% of the Restricted Shares or Controller Interests (as applicable) held on
               the Allotment Date (in aggregate) in the period commencing on the date the Share Price
               Outperformance Condition is satisfied and concluding at the end of the Escrow Period.

2.5            Exceptions
               During the Escrow Period, the Holder or the Controller may Deal in any of its Restricted
               Shares or Controller Interests (as relevant) if the Dealing arises solely as a result of:
               (a)      a requirement of applicable law (including an order of a court of competent
                        jurisdiction);
               (b)      the acceptance of a bona fide third party takeover bid made under Chapter 6 of
                        the Corporations Act in respect of the Shares that is either:
                        (1)       recommended by the Company’s board of directors; or

                         (2)       otherwise accepted by holders of at least 50% of the Shares in the
                                   Company that are not subject to any Voluntary Escrow Deed; or
               (c)       the transfer or cancellation of the Shares in the Company as part of a scheme
                         of arrangement under Part 5.1 of the Corporations Act,
               provided that in each case under clause 2.5(b) or 2.5(c), if for any reason any or all
               Restricted Shares are not transferred or cancelled in accordance with such a takeover bid
               or scheme of arrangement, then the Holder agrees that the restrictions applying to the
               Restricted Shares under this deed will continue to apply and without limiting the
               foregoing, the Holding Lock will be reapplied to all Restricted Shares not so transferred or
               cancelled.

2.6            Notice
               If the Holder or Controller becomes aware:
               (a)       that a Dealing in any Restricted Shares or Controller Interests has occurred, or
                         is likely to occur, during the Escrow Period; or
               (b)       of any matter which is likely to give rise to a Dealing in any Restricted Shares or
                         Controller Interests during the Escrow Period,
               it must notify the Company as soon as practicable after becoming aware of the actual or
               potential Dealing or the matters giving rise to the actual or potential Dealing, providing full
               details.



3              Termination

               This deed terminates if the Company is not admitted to the official list of the ASX by 31
               July 2021.



4              Warranties and acknowledgment

4.1            Giving of warranties
               The Holder and the Controller each give the warranties and representations in clause 4.2
               in favour of the Company as at:
               (a)       the date of this deed; and
               (b)       at all times until expiry of the Escrow Period.

4.2            Warranties
               Each of the Holder and Controller jointly and severally represents and warrants that:
               (a)       it has full power and authority, without the consent of any other person, to enter
                         into and perform its obligations under this deed (including, if the Holder or
                         Controller have entered into this deed as a trustee (Trustee), under the trust
                         deed for the relevant trust (Trust));
               (b)       it has taken all necessary action to authorise the execution, delivery and
                         performance of this deed in accordance with its terms;
             (c)      this deed constitutes legal, valid and binding obligations and, subject to any
                      necessary stamping and registration, is enforceable in accordance with its
                      terms;
             (d)      the execution, delivery and performance by it of this deed does not and will not
                      violate, breach or result in a contravention of:
                      (1)       any applicable law, regulation or authorisation;
                      (2)       its constitution or other constituent documents (or, if the Holder or
                                Controller is a Trustee, the trust deed for the Trust); or
                      (3)       any agreement, undertaking, Security Interest or document which is
                                binding on it;
             (e)      prior to the Escrow Period, it has not done, or omitted to do, any act which
                      would result in it Dealing in Restricted Shares such that it will take effect during
                      the Escrow Period;
             (f)      the Restricted Shares are free from all Security Interests and other third party
                      interests or rights and will remain so during the Escrow Period;
             (g)      there is no person who has, or will have at or immediately following completion
                      of the Offer, any economic or beneficial interest in the equity or Restricted
                      Shares of the Holder other than the Controller;
             (h)      the Holder holds the Restricted Shares and the Controller holds the Controller
                      Interests set out in Item 3 of Schedule 1;
             (i)      the Restricted Shares are all the securities, economic interests or other
                      interests that the Holder has directly or indirectly in the Company;
             (j)      the Controller Interests set out in Item 3 of Schedule 1 are all the securities,
                      economic interests or other interests in the Holder or the Restricted Shares in
                      which the Controller has an interest;
             (k)       if the Holder or Controller is a Trustee, the Trustee is the trustee of the Trust
                       and, to the best of its knowledge and belief, there is no proposal to remove it as
                       trustee of the Trust; and

             (l)      if the Holder or Controller is a Trustee:

                       (1)    the Holder or Controller has the right to be fully indemnified out of the
                              assets of the Trust in respect of any liability arising under, or in
                              connection with, this deed and the right has not been modified, released
                              or diminished in any way. The assets of the Trust are sufficient to satisfy
                              that right in full and Holder or Controller has not released or disposed of
                              its equitable lien over that trust; and

                       (2)    the Trust has not been terminated and there is no effective proposal or
                              requirement to wind up, deregister, terminate, reconstitute or resettle the
                              Trust.

4.3          Acknowledgment
             The Holder and the Controller each acknowledge that a breach of any of the
             representations and warranties set out in this clause 4 is a breach of this deed.

4.4          Survival of representations and warranties
             The representations and warranties in this clause 4 survive termination of this deed.

5              Consequences of breaching this deed

               (a)      If the Holder or Controller breaches this deed (a Defaulting Party), each of the
                        following applies:
                        (1)       the Company may take the steps necessary to enforce the deed, or to
                                  rectify the breach, as soon as practicable after becoming aware of the
                                  breach; and
                        (2)       the Company may, in addition to its other rights and remedies, refuse
                                  to acknowledge, deal with, accept or register any sale, assignment,
                                  transfer or conversion of any of the Defaulting Party’s Restricted
                                  Shares (this is in addition to other rights and remedies of the
                                  Company).
               (b)      If the Holder or Controller breach this deed, the Holder and Controller each
                        acknowledge and agree that such a breach could cause substantial commercial
                        and financial detriment to the Company and other third parties.
               (c)      The parties agree that damages would be an insufficient remedy for breach of
                        clause 2.1 or clause 2.2 and each of the Holder and Controller agrees that the
                        Company is entitled to seek and obtain an injunction or specific performance to
                        enforce the Holder and/or Controller’s obligation under clause 2.1 or clause 2.2
                        without proof of actual damage and without prejudice to any of its other rights or
                        remedies.



6              Amendment

               This deed may not be amended without the prior written consent of the parties.



7              General

7.1            Governing law and jurisdiction
               (a)      This deed is governed by the laws of Western Australia.
               (b)      Each of the parties irrevocably submits to the non-exclusive jurisdiction of the
                        courts of Western Australia.
               (c)      Each of the parties irrevocably waives any objection to the venue of any legal
                        process on the basis that the process has been brought in an inconvenient
                        forum.
               (d)      Each of the parties irrevocably waives any immunity in respect of its obligations
                        under this deed which that party may acquire from the jurisdiction of any court
                        or any legal process for any reason including, but not limited to, the service of
                        notice, attachment prior to judgment, attachment in aid of execution or
                        execution.

7.2          Counterparts
             (e)      This deed may be executed in any number of counterparts which together will
                      constitute one instrument. A party may execute this deed by signing any
                      counterpart.
             (f)      This deed takes effect and is binding upon a Holder (and a Controller, if
                      applicable) when the Company, the Holder and (if applicable) the Controller
                      have signed this deed (whether or not any other Holders or Controllers (if
                      applicable) have signed this deed).

7.3          Further assurances
             Each party must do all things and execute all further documents required to give full effect
             to this deed.

7.4          Notices
             A Notice is regarded as given by a party to another party, at the time of delivery of that
             Notice to the address, or transmission of that Notice by facsimile to the facsimile number,
             which is specified in the address of that other party, unless in the case of a transmission
             by facsimile:
             (a)      the machine from which that Notice is transmitted indicates a malfunction in that
                      transmission;
             (b)      that other party gives Notice within the next Business Day, to the first-
                      mentioned party of an incomplete transmission to that other party of the Notice
                      of the first-mentioned party; or
             (c)      that Notice is delivered or transmitted by facsimile, other than during Business
                      Hours, in which case, that Notice is regarded as given by that party at the
                      beginning of the next Business Hour.

7.5          Time of Essence
             Time is of the essence to this deed.



           Item 1    1   Holder       [insert name]




           Item 2    Escrow           the date the Company’s first Appendix 4E (or equivalent announcement)
                     Period           following the Allotment Date is lodged on the ASX’s Market
                                      Announcements Platform.



           Item 3    1   Controller   Not applicable




                     2   Controller   Direct or indirect control of 100% of the shares in the relevant Holder
                         Interests


Annexure D

This is Annexure D of 20 pages (including this cover page) referred to in Form 603 – Notice of initial
substantial holder

Signed:


Name: Ben Secrett
Capacity: Company Secretary

Date: 9 July 2021




Precedent\003837824
                           Share Scheme Sale and Loan Deed


1.   Parties
                   ________________________________________________[Shareholder name] of


                   ______________________________________________[address] (Shareholder).
                   DRA Global Limited ACN 622 581 935 of Level 8, 256 Adelaide Terrace, Perth
                   WA 6000, Australia (Company).
                   _____________________________________________________[Lender name] of


                   ___________________________________________________[address] (Lender)

2.   Settlement    ____________________ Shares, being the number of shares determined by
     Shares        dividing the outstanding balance of the Loan on 31 July 2018 by the fair value of the
                   DRA Global shares received by the Shareholder as consideration for the sale of
                   their DRAGH shares, being ZAR74.25 per share (Settlement Shares).

3.   Definitions   In this Deed terms are defined in the body of the Deed, the Loan Details Schedule
                   and:
                   (a)     "Amount Owing" means all debts and monetary liabilities of the
                           Shareholder to the Lender on any account under or in relation to this Deed
                           and in any capacity;
                   (b)     "Acquisition" has the meaning given in clause 4;
                   (c)     "ASX" means the financial market operated by ASX Limited ACN 008 624
                           691;
                   (d)     "Business Day" means a day other than a weekend or a public holiday in
                           Perth, Western Australia or Johannesburg, South Africa;
                   (e)     "Buy Back Deed" means the buyback deed to acquire the Settlement
                           Shares in the form contained in Annexure A of this Deed;
                   (f)     "Company Warranties" has the meaning given in clause 13;
                   (g)     "Conditions" has the meaning given to that term in the Buy Back Deed;
                   (h)     "Company" means DRA Global Limited ACN 622 581 935;
                   (i)     "Confidential Information" has the meaning given in clause 15;
                   (j)     "Corporations Act" means Corporations Act 2001 (Cth);
                   (k)     "Purchase Price" means:
                             (i) if the Settlement Shares are purchased by the Company, the price
                                 specified in the Buy Back Agreement; and
                             (ii) if the Settlement Shares are purchased by a third party selected by
                                  the Company, the price payable by the third party;
                   (l)     "Corporations Act" means the Corporations Act 2001 (Cth);
                   (m)     "DRAGH" means DRA Group Holdings Proprietary Limited;
                   (n)     "Escrow Deed" means the escrow deed between the Company and the
                           Shareholder in respect of the Other Shares, the form of which is attached
                           as Annexure C;
                   (o)     "Execution Date" means the date this Deed is executed by the last of the
                           Parties to execute it;

(p)   "Inconsistent Instrument" means any power of attorney or any other
      instrument signed, executed or issued by or on behalf of a Shareholder at
      any time, whether before on or after the date of this Deed, conferring on
      persons other than the Company rights with respect to the Settlement
      Shares or this Deed which contradict or are inconsistent with the rights or
      obligations of the Company.
(q)   "Insolvency Event" means, in respect of a party, the occurrence of any of
      the following events or circumstances:
       (i)       it becomes insolvent within the meaning of section 95A, or is
                 taken to have failed to comply with a statutory demand under
                 section 459F(1), or must be presumed by a court to be insolvent
                 under section 459C(2), or is the subject of a circumstance
                 specified in section 461 (whether or not an application to court
                 has been made under that section) or, if the person is a Part 5.7
                 body, is taken to be unable to pay its debts under section 585,
                 of the Corporations Act 2001 (Cth) (Corporations Act);
       (ii)      except with the Shareholder's prior written consent, it is the
                 subject of a liquidation or an order or an application is made for
                 its liquidation or an effective resolution is passed or a meeting
                 summoned or convened to consider a resolution for its
                 liquidation;
       (iii)     an external administrator (as defined in the Corporations Act) is
                 appointed to it or any of its assets or a step is taken to do so or
                 its related body corporate (as defined in the Corporations Act)
                 requests such an appointment;
       (iv)      if a registered corporation under the Corporations Act, a step is
                 taken under section 601AA, 601AB or 601AC of the
                 Corporations Act to cancel its registration;
       (v)       if it is a trustee of a trust, it is unable to satisfy out of the assets
                 of the trust the liabilities incurred by it for which it has a right to
                 be indemnified from those assets as and when those liabilities
                 fall due;
       (vi)      if it is a natural person, that person:
                A.     has committed an act of bankruptcy within the meaning of
                       section 40, or is or becomes bankrupt within the meaning
                       of section 5, of the Bankruptcy Act;
                B.     dies;
                C.     is not, or ceases to be, sui juris;
                D.     has any of his or her assets placed under the control of, or
                       at the discretion of, any other person, whether as a result
                       of the application of any law, by an act of the person or
                       otherwise; or
                E.     stops or threatens to stop, his or her obligations under this
                       Deed;
(r)   "Listing Rules" means the listing rules of the ASX from time to time;
(s)   "Loan" means the loan previously provided by the Lender to the
      Shareholder to acquire shares in DRAGH as described in clause 4(a);
(t)   "Other Shares" means all of the Shares held by the Shareholder or any
      related person or Related Body Corporate as at the Execution Date,
      excluding the Settlement Shares;
(u)   “Party” means a party to this Deed and “Parties” means each Party under
      this Deed;
(v)   "Principal Outstanding" means, the aggregate principal amount of the
      Loan outstanding as at 31 July 2018;



                                               AU_Active01 908665966v1 AUGUSTN
              (w)     "Related Body Corporate" has the meaning given to that term in the
                      Corporations Act;
              (x)     "Sale or Buy Back Completion" has the meaning given in clause 10;
              (y)     "Sale or Buy Back Completion Date" means:
                       (i)       if the Settlement Shares are purchased by the Company, the
                                 date that is 5 Business Days after the last of the Conditions are
                                 satisfied (if applicable) if remain satisfied; and
                       (ii)      if the Settlement Shares are purchased by a third-party buyer
                                 selected by the Company, the date that is 5 Business Days after
                                 the date the Company provides written notice of the proposed
                                 completion date;
              (z)     "Shareholder Warranties" has the meaning given in clause 12; and
              (aa)    "Shares" means fully paid ordinary shares in the Company.



4.   Scheme   The Parties acknowledge and agree that:
              (a)     The Lender facilitated the acquisition of shares in DRAGH by the
                      Shareholder by funding all or a portion of the purchase price of those
                      shares by way of loans provided by the Lender to the Shareholder (Loan);
              (b)     The terms of the Loan were as follows:
                       (i) The Loan was a limited recourse Loan and was only repayable from:
                               A. any sale proceeds from the sale of shares in DRAGH; and
                               B. dividends or distribution paid by the Company in respect of
                                  the shares in DRAGH.
                       (ii) To the extent that the Shareholder receives any dividends or any
                            distribution in respect of the shares in DRAGH, any such dividends or
                            distributions will be applied to make part repayment of the Amount
                            Owing to the Lender.
                       (iii) The Shareholder is entitled to exercise all rights attaching to the
                             shares in DRAGH prior to sale or buy back of the shares in DRAGH,
                             provided that in relation to any dividend, distribution or other amount
                             of money or assets declared or paid by DRAGH to the Shareholder in
                             relation to the shares in DRAGH the Shareholder irrevocably and
                             unconditionally authorises the DRAGH to apply such amount or asset
                             to reduce Amounts Owing under the Shareholder's Loan to the
                             Lender.
              (c)     As noted above, the terms of the Loan required that on disposal of the
                      underlying DRAGH shares any proceeds must first be applied to settle the
                      Loan;
              (d)     All of the shares in DRAGH were sold to the Company in July 2018,
                      effected by way of a scheme of arrangement (Scheme) implemented under
                      South African law between the shareholders of DRAGH at that time and
                      the Company. The shareholders of DRAGH at that time sold their shares in
                      DRAGH to the Company and received as consideration one Share, at a
                      value of ZAR 74.25 ($7.40 at the time) per Share, for each DRAGH share
                      sold;
              (e)     Under the terms of the Loan, a portion of the proceeds (being Shares)
                      received by the Shareholder on implementation of the Scheme (equal in
                      number to the Settlement Shares) should have been delivered to the
                      Lender in settlement of the Loan. To comply with Australian law the
                      Company proposed instead to buy back the Settlement Shares at the
                      Scheme value of ZAR 74.25 ($7.40 at the time) and deliver the proceeds
                      from the buy back to the Lender to repay in full and settle the Loan as at 31
                      July 2018. This selective buy back was not completed;

                   (f)     on 1 August 2018 the Lender agreed to settle all amounts owing under the
                           Loan and release the Shareholder from all obligations under the Loan in
                           consideration for the assignment by the Shareholder of all its rights and
                           benefits to the sale proceeds from the sale or buy back of the Settlement
                           Shares to the Lender (or its nominee) and the Shareholder agreed to sell
                           the Settlement Shares free from all encumbrances (and together with all
                           rights benefits and entitlements attaching to the Settlement Shares) and
                           the Company agreed to at its election:
                            (i) procure the sale of the Settlement Shares to a third-party buyer
                                selected by the Company. For the avoidance of doubt, the Company
                                would not hold a beneficial or other interest in the Settlement Shares
                                acquired by the third party buyer; or
                            (ii) enter into a Buy Back Deed to acquire the Settlement Shares itself,
                                 (Acquisition)
                           In order to give effect to the agreed assignment of rights and benefits to
                           sale proceeds, the Shareholder agrees that any consideration to be paid to
                           the Shareholder under either clause 8(b)(iv) of this Deed or clause 2.1 of
                           the Buy-Back Deed will instead be paid to the Lender (or the Lender’s
                           nominee).
                   (g)     Additionally, the Shareholder assigned the Company the rights to any
                           dividend, distribution or other amount of money or assets declared or paid
                           by the Company to the Shareholder in relation to the Settlement Shares.
                   (h)     The parties now wish to formally record the terms of the Loan and the
                           settlement of the Loan previously provided by the Lender to the
                           Shareholder.

5.   Maintaining   (a)      Other than as contemplated by this Deed, or with the prior written consent
     status quo             of the Company, prior to the Sale or Buy Back Completion the
                            Shareholder must not sell, assign or transfer or grant an interest in, or
                            option over, or otherwise encumber any Settlement Shares.
                   (b)      To give effect to clause 7(a), from the Execution Date until the Sale or Buy
                            Back Completion Date (and, then only to the extent required to allow the
                            Sale or Buy Back Completion to occur) the Shareholder must not:
                            (i) dispose of, or agree or offer to dispose of, the Settlement Shares;
                            (ii) create, or agree or offer to create, any security interest in the Shares;
                                 or
                            (iii) do, or omit to do, any act if the act or omission would have the effect
                                  of transferring effective ownership, including beneficial ownership, or
                                  control of the Settlement Shares,
                            unless the Company's prior written consent (which the Company may
                            withhold in its sole discretion) is obtained for a disposal of Settlement
                            Shares before this date.
                   (c)      The Shareholder consents to a holding lock being placed on the
                            Settlement Shares until the Sale or Buy Back Completion Date and,
                            agrees that the release of the holding lock will only occur to the extent
                            required to allow the Sale or Buy Back Completion to occur unless the
                            Company's prior written consent is obtained to release the holding lock
                            before this date.

6.   Escrow        The Shareholder agrees to deliver to the Company their executed counterpart of the
                   Escrow Deed within 5 Business Days of the date of this Deed.

7.   Power of      (a)      Each Shareholder irrevocably appoints the Company as its attorney with
     attorney               full authority to act on its behalf with respect to all matters in connection
                            with this Deed, including to sign:
                            (i)      a buy back agreement to acquire the Settlement Shares in the
                                     form contained in Annexure A of this Deed; and
                         (ii)     any transfer form which reflects the terms of this Deed,
                         and agrees to be bound by any actions of the Company with respect to all
                         matters in connection with this Deed including, for the avoidance of doubt,
                         to receive service of process under this Deed.
                   (b)   Each Shareholder declares that all acts and things done by the Company
                         in exercising its powers under this power of attorney will be as good and
                         valid as if they have been done by the Shareholder and agrees to ratify
                         and confirm whatever is done in exercising powers under this power of
                         attorney.
                   (c)   Each Shareholder will not issue, sign or execute any Inconsistent
                         Instrument and undertakes to immediately revoke any powers given in
                         such Inconsistent Instrument which contradict or are inconsistent with the
                         powers granted under this power of attorney. If a Shareholder fails to
                         revoke an Inconsistent Instrument the attorney appointed under this
                         clause is authorised to revoke the powers given in the Inconsistent
                         Instrument which contradict or are inconsistent with the powers granted in
                         this power of attorney.
                   (d)   Each Shareholder indemnifies the Company against all Loss suffered or
                         incurred by the Company arising from or connected with any act or
                         omission when acting in accordance with the terms of this Clause or any
                         instructions of the Shareholder.
                   (e)   All acts and things done by the Company in exercising powers under this
                         power of attorney will be as valid as if they had been done by the
                         Shareholder and the Shareholder must ratify and confirm whatever the
                         Company does in exercising powers under this power of attorney.
                   (f)   The Shareholder acknowledges and agrees that this power of attorney in
                         favour of the Company is given for valuable consideration and is
                         irrevocable until the Shares are either cancelled in the event of a share
                         buyback or registered in the name of a third party buyer.

8.   Sale or Buy   (a)   Sale or Buy Back Completion will occur on the Sale or Buy Back
     Back                Completion Date or such other date and time as determined by the
     Completion          Company(Sale or Buy Back Completion).
                   (b)   if the Settlement Shares are to be purchased by a third-party buyer, on or
                         before Sale or Buy Back Completion:
                         (ii) the Shareholder must deliver to the Company share certificates (if
                              any) in respect the Settlement Shares on issue (or certificates of
                              indemnity for a lost or destroyed certificate in an agreed form);
                         (iii)    the Company must:
                                 A. execute on behalf of the Shareholder under the power of
                                    attorney granted in this Deed, the Shareholder's counterpart
                                    of instruments of transfer for the Settlement Shares in favour
                                    of a third-party buyer as transferee;
                                 B. approve the registration of the transfer of the Settlement
                                    Shares to the Company or a third-party buyer; and
                                 C. (if applicable) issue a new share certificate or procure that its
                                    share registry issues holding statements for those Settlement
                                    Shares transferred to the third-party buyer in the name of the
                                    third-party buyer; and
                         (iv)     the Company must procure that a third party buyer pays the
                                  Shareholder the Consideration in accordance with clause 7.
                   (c)   if the Settlement Shares are to be bought back by the Company the terms
                         of the Buy Back Deed will apply. For the avoidance of doubt, this Deed
                         does not constitute a buy back agreement.
                   (d)   If the Shareholder defaults in its obligations at Sale or Buy Back
                         Completion, the Company has the right, without prejudice to any other
                         rights or remedies available to the Company, to:
                                 (i)      defer Sale or Buy Back Completion;
                                 (ii)     proceed with Sale or Buy Back Completion so far as practicable;
                                          or
                                 (iii)    require specific performance of the Deed by the Shareholder.

9.    Shareholder       The Shareholder warrants and represents to the Company as an inducement to
      Warranties        enter into this Deed that each of the warranties set out in Item 1 of Annexure B
                        (Shareholder Warranties) are true and accurate and not misleading at the
                        Execution Date and will remain true and accurate and not misleading up to and
                        including at Sale or Buy Back Completion.
                        The Shareholder Warranties are qualified by, and the Shareholder is not liable to
                        the Company for, any claim or liability under the Shareholder Warranties if:
                        (a)    the matter giving rise to the claim or liability is fully and fairly disclosed in
                               the written information provided by the Shareholder prior to the Execution
                               Date; or
                        (b)    at the date of this Deed, the Company knows of the matter giving rise to the
                               claim or liability.

10.   Company           The Company warrants and represents to the Shareholder that each of the
      Warranties        warranties set out in Item 2 of Annexure B (Company Warranties) are true and
                        accurate and not misleading at the date of this Deed and will be true and accurate
                        and not misleading on Sale or Buy Back Completion.
                        The Company Warranties are qualified by and the Company is not liable to the
                        Shareholder for any claim or liability under the Company Warranties or any
                        indemnity in this Deed if at the date of this Deed, the Shareholder knows of the
                        matter giving rise to the claim or liability.


11.   Company           The Parties acknowledges and agrees that:
      acknowledgeme
      nts
                        (a)    neither the Shareholder nor the Company has made any warranty or
                               representation in connection with this Deed, the Settlement Shares, the
                               Consideration or the Company other than the Shareholder Warranties and
                               Company Warranties that no such representation or warranty has been
                               made on behalf of the Shareholder or the Company; and
                        (b)    in entering into this Deed and proceeding to Sale or Buy Back Completion,
                               the Company and Shareholder relies on their own investigations and
                               professional, financial and tax advice received and do not rely on any
                               representation or warranty other than the Shareholder Warranties or the
                               Company Warranties, as applicable.

12.   Confidentiality   This Deed and all other information disclosed by the Parties to each other under or
                        in respect of this Deed (Confidential Information) is confidential and each Party
                        must ensure that the Confidential Information remains confidential and can only use
                        that information in connection with completing the Acquisition, except that:
                        (a)    the Parties may make disclosure to their relevant employees (as applicable)
                               and advisors (provided such employees and advisors have a need to know
                               in connection with the proposed Acquisition and are bound by obligations of
                               confidentiality and non-use); or
                        (b)    as otherwise to the extent required by law including as may be required to
                               be disclosed in any prospectus or similar offer document to be lodged with
                               ASIC in connection with the Company's proposed initial public offering of
                               Shares and listing on the ASX.

13.   Taxes, Costs      (a)      Each Party will bear their own legal costs of and incidental to the
      and duty                   preparation, negotiation and execution of this Deed, and otherwise in
                                 connection with the Acquisition.

                        (b)      All amounts payable under this Deed should be subject to the provisions
                                of this clause 16.

                       (c)      Subject to any amount payable in respect of this Deed, the Acquisition
                                (including a buy-back of the Settlement Shares), a dividend and
                                distribution from the proceeds from the sale of Settlement Shares or a
                                dividend or distribution payable in respect of the Settlement Shares, which
                                gives rise to an unfunded obligation in the hands of the Shareholder then
                                such amount payable in respect of this Deed shall instead be the net
                                amount after deducting an amount equivalent to the unfunded obligation –
                                being.

                                 (i) stamp or other duty levied on the Shareholder; or
                                 (ii) tax obligations levied on the Shareholder, specifically dividends tax or
                                      capital gains tax where the Acquisition takes places at a price more
                                      than the tax base cost of the Settlement Shares (i.e. ZAR 74.25). To
                                      allow for upfront deduction from the amount payable in respect of this
                                      Deed, adjustment for tax obligations should be determined on the
                                      assumption that the Shareholder will be assessed for tax on the
                                      applicable transaction at the relevant maximum marginal tax rate
                                      applicable to the Shareholder in the applicable jurisdiction in respect
                                      of the transaction.

14.   Notices          Each notice authorised or required to be given to a Party shall be in writing and may
                       be delivered personally or sent by properly addressed prepaid mail or email in each
                       case addressed to the Party at its address set out in the details above.
                       Notices delivered:
                       (a)      personally will be deemed to have been given on the day of delivery
                                unless that day is not a Business Day in which case, the next Business
                                Day will be the deemed day of delivery;

                       (b)      by properly addressed prepaid mail will be deemed to have been given on
                                the second Business Day after posting;

                       (c)      by email will be deemed to have been delivered on the day emailed
                                provided the email is actually received by the recipient's server unless
                                received on the recipient's server after 5:00pm at the recipient's location
                                or on a day that is not a Business Day in which case, the next Business
                                Day will be the deemed day of delivery.


15.   Counterparts     This Deed may be executed in any number of counterparts, each of which when
                       executed and delivered to the other Parties shall constitute an original, but all
                       counterparts together will constitute one and the same agreement.

16.   Amendment        This Deed may be amended only by an instrument in writing signed by the Parties.


17.   Assignment       None of the Parties may assign or novate any of the rights or obligations conferred
                       by this Deed without the consent of the other Parties (which consent may be
                       refused in a Party's unfettered discretion).


18.   Severability     Any provision of this Deed that is invalid in any jurisdiction is invalid in that
                       jurisdiction to that extent, without invalidating or affecting the remaining provisions
                       of this Deed or the validity of that provision in any other jurisdiction.

19.   Entire binding   This Deed formalises the terms of the Acquisition and is binding on the Parties. This
      agreement        Deed constitutes the entire agreement between the Parties as to its subject matter
                       and supersedes any and all previous correspondence, agreements or
                       understandings between the Parties in relation to its subject matter including any
                       loan or buy back agreement in respect of the Settlement Shares.

20.   Governing Law    (a)      This Deed is governed by and construed under the law in the State of
                                Western Australia.

                       (b)      Any legal action in relation to this Deed against any Party or its property
                                may be brought in any court of competent jurisdiction in the State of
                                Western Australia.

                       (c)      Each Party by execution of this Deed irrevocably, generally and
                                unconditionally submits to the non-exclusive jurisdiction of any court
                                specified in this provision in relation to both itself and its property.


21.   Interpretation   In this Deed, headings are for convenience only and do not affect its interpretation,

                       and unless the context otherwise requires:

                       (a)      an obligation or liability assumed by, or a right conferred on, two or more
                                parties binds or benefits all of them jointly and each of them severally;
                       (b)      the expression person includes an individual, the estate of an individual, a
                                corporation, an authority, an association or joint venture (whether
                                incorporated or unincorporated), a partnership and a trust;
                       (c)      a reference to any party includes that party's executors, administrators,
                                successors and permitted assigns, including any person taking by way of
                                novation;
                       (d)      a reference to any document (including this Deed) is to that document as
                                varied, novated, ratified or replaced from time to time;
                       (e)      a reference to any statute or to any statutory provision includes any
                                statutory modification or re-enactment of it or any statutory provision
                                substituted for it, and all ordinances, by-laws, regulations, rules and
                                statutory instruments (however described) issued under it;
                       (f)      words importing the singular include the plural (and vice versa) and words
                                indicating a gender include every other gender;
                       (g)      reference to parties, clauses, paragraphs, sub-paragraphs, schedules,
                                exhibits or annexure are references to parties, clauses, paragraphs, sub-
                                paragraphs, schedules, exhibits and annexure to or of this Deed and a
                                reference to this Deed includes any schedule, exhibit or annexure to this
                                Deed;
                       (h)      the use of the word includes or including are not to be taken as forms of
                                limitation;
                       (i)      where a word or phrase is given a defined meaning, any other part of
                                speech or grammatical form of that word or phrase has a corresponding
                                meaning;
                       (j)      a reference to ZAR is to South African Rand;
                       (k)      a reference to time is to Perth, Western Australian time; and
                       (l)      a reference to AU$, $ or dollar is to Australian currency.

22.   Survival         The obligations under clauses 15, 16, 17 and 23 operate from the Execution Date

                       and survive any termination of this Deed.


23.   Date             This Deed is dated:


                       ________________ 2021.

Executed by the Parties as an Deed.

Executed by DRA Global Limited ACN 622 581
935 in accordance with section 127(1) of the
Corporations Act 2001 (Cth):



………………………………………………………….                        …………………………………………………
       Signature of director                    Signature of director or company secretary*
                                                       *delete whichever does not apply



………………………………………………………….                        …………………………………………………
       Name (please print)                           Name (please print)




Signed, sealed and delivered by

_____________________________[Shareholder]
in the presence of:



………………………………………………………….                        …………………………………………………….
       Signature of witness                      Signature of Shareholder or authorised
                                                 signatory if Shareholder is a company



………………………………………………………….                        ……………………………………………………
     Name of witness (please print)             Name of authorised signatory (please print)




                                                         AU_Active01 908665966v1 AUGUSTN
Signed, sealed and delivered by


_______________________________[Lender]
in the presence of:



………………………………………………………….                   …………………………………………………….
       Signature of witness                  Signature of authorised signatory



………………………………………………………….                   ……………………………………………………
     Name of witness (please print)        Name of authorised signatory (please print)



Annexure A

                                   Share Buy-Back Deed

Parties

1. DRA Global Limited ACN 622 581 935 of Level 8, 256 Adelaide Terrace, Perth WA 6000,
   Australia (Company).

2. The Shareholder identified in item 1 of the table set out in Schedule 1 (Shareholder).


Background

The Company has agreed to buy from the Shareholder, and the Shareholder has agreed to sell to
the Company, the Settlement Shares identified in item 2 of the table set out in Schedule 1 on the
terms of this Deed and subject to the applicable provisions of Division 2 of Part 2J.1 of the
Corporations Act (Buy-Back).

Deed

The Company and the Shareholder agree and acknowledge that this Deed is intended to be legally
binding in accordance with its terms and conditions and they have freely entered into this Deed after
having the opportunity to carefully consider its contents and to obtain legal advice on the matters in
this Deed.

Schedule 1 – Share Buy-Back Details

 Item 1     Shareholder

 Item 2     Settlement Shares

 Item 3     Consideration

 Item 3     Share Scheme Sale and         The Share Scheme Sale and Loan Deed between the
            Loan Deed                     Shareholder and the Company dated ________________


Executed as an agreement.


Executed by DRA Global Limited ACN 622 581
935 in accordance with section 127(1) of the
Corporations Act 2001 (Cth):



………………………………………………………….                          ……………………………………………………
       Signature of director                      Signature of director or company secretary*
                                                         *delete whichever does not apply



………………………………………………………….                          ……………………………………………………
       Name (please print)                             Name (please print)




Date: ________________________________



Signed, Sealed and Delivered for and on behalf
of
_________________________[Shareholder]

by attorney DRA Global Limited ACN 622 581 935
under a Power of Attorney dated _____________
in the presence of:


…………………………………………………………                           …………………………………………………
       Signature of witness                            Signature of attorney


…………………………………………………………                           …………………………………………………
        Name of witness                                Name of attorney
                 (please print)                                   (please print)


…………………………………………………………
       Address of witness
                 (please print)


Date: ________________________________


Schedule 2 – Terms and Conditions                         (b)     any thing or preferential interest or
                                                                  arrangement of any kind giving a
1.    Definitions and interpretation                              person priority or preference over
                                                                  claims or other persons with
1.1   Definitions                                                 respect to any property or asset;
      In this Deed, unless context indicates a            (c)     a security interest as defined in
      contrary intention:                                         the Personal Property Securities
      Amount Owing has the meaning given                          Act 2009 (Cth); or
      to this term in the Share Scheme Sale               (d)     any agreement or arrangement
      and Loan Deed;                                              (whether legally binding or not) to
      ASIC means the Australian Securities                        grant or create anything referred
      and Investments Commission;                                 to in paragraphs (a), (b) or (c);
      ASX means ASX Limited (ACN 008 624                  Government          Agency        means       a
      691) or the financial market operated by            government or governmental, semi-
      ASX Limited, as the context requires;               governmental, administrative, fiscal or
                                                          judicial     or      quasi-judicial       body,
      Business Day means a day on which                   department,       commission,         authority,
      banks are open for general banking                  tribunal, agency or entity whether foreign,
      business in both Perth, Western Australia           federal, state, territorial or local;
      and    Johannesburg,     South    Africa,
      excluding Saturdays and Sundays;                    Loans has the meaning given to this
                                                          term in the Share Scheme Sale and Loan
      Completion means completion of the                  Deed;
      sale and purchase of the Settlement
      Shares;                                             Principal Outstanding means, at any
                                                          time, the aggregate principal amount of
      Completion Date has the meaning given               the Shareholder's Loans outstanding at
      in clause 4.1;                                      that time;
      Consideration means the amount                      Related Body Corporate has the
      contained in item 3 of the table set out in         meaning given to that term in the
      Schedule 1, less any amount the                     Corporations Act;
      Company is required by law to deduct or
      withhold from that amount;                          Share means a share of any class in the
                                                          Company;
      Conditions means the conditions
      precedent set out in clause 3;                      Tax means any tax, duty, levy, charge,
                                                          impost, fee, deduction or withholding tax
      Corporations      Act     means        the          that is assessed, levied, imposed or
      Corporations Act 2001 (Cth);                        collected by any Government Agency
      Encumbrance means:                                  and includes any interest, fine, penalty,
                                                          charge, fee or any other amount imposed
      (a)    any:                                         on, or in respect of, any of the above; and
             (i)     legal or equitable interest          Settlement Shares means Shares, that
                     or power created, arising            are proposed to be acquired by the
                     in or reserved in or over an         Company pursuant to this Deed as
                     interest in any property or          contained in item 2 of the table set out in
                     asset; or                            Schedule 1.
             (ii)    security for payment of        1.2   Interpretation
                     money, performance of
                     obligations or protection            In this Deed, unless context indicates a
                     against default (including a         contrary intention:
                     mortgage, bill of sale,              (a)     (documents) a reference to an
                     charge, lien, pledge, trust,                 agreement or document is to the
                     power or retention of title                  agreement or document as varied,
                     arrangement, right of set-                   amended, supplemented, novated
                     off, assignment of income,                   or replaced from time to time;
                     garnishee order, monetary
                     claim and flawed deposit             (b)     (references) a reference to a
                     arrangement);                                party,    clause,    paragraph,


                                                                       AU_Active01 908665966v1 AUGUSTN
      schedule or annexure is a                                 other communication under this
      reference to a party, clause,                             Deed or an agreement between
      paragraph, schedule or annexure                           the parties means a written notice,
      to or of this Deed;                                       request, consent, approval or
                                                                agreement; and
(c)   (headings) clause headings and
      the table of contents are inserted                 (m)    (South African currency) a
      for convenience only and do not                           reference to R or currency
      affect interpretation of this Deed;                       amounts is to South African
                                                                currency.
(d)   (person) a reference to a person
      includes    a    natural   person,           2.    Buy-Back
      corporation, statutory corporation,
                                                   2.1   Sale and Purchase
      partnership, the Crown and any
      other organisation or legal entity                 Subject to clause 3, the Shareholder
      and          their        personal                 agrees to sell to the Company free from
      representatives,       successors,                 all Encumbrances and the Company
      substitutes (including persons                     agrees to buy from the Shareholder the
      taking by novation) and permitted                  Settlement Shares for the Consideration,
      assigns;                                           in accordance with the terms and
                                                         conditions of this Deed and subject to the
(e)   (party) a reference to a party to a
                                                         applicable provisions of Division 2 of Part
      document includes that party’s
                                                         2J.1 of the Corporations Act.
      personal           representatives,
      executors,          administrators,          2.2   Title and property
      successors, substitutes (including
                                                         (a)    The Shareholder warrants that as
      persons taking by novation) and
                                                                at the date of entry into this Deed
      permitted assigns;
                                                                it is the legal holder of the
(f)   (including) including and includes                        Settlement Shares and that it has
      (and       any      other     similar                     taken all necessary action to
      expressions) are not words of                             authorise its entry into and
      limitation, and a list of examples is                     performance of this Deed and will
      not limited to those items or to                          be able and entitled to deliver free
      items of a similar kind;                                  and unencumbered title in and to
                                                                the    Settlement      Shares      in
(g)   (corresponding meanings) a
                                                                accordance with the provisions of
      word that is derived from a
                                                                this Deed.
      defined word has a corresponding
      meaning;                                           (b)    If the Shareholder is married
                                                                under South African law, the
(h)   (singular) the singular includes
                                                                Shareholder warrants that either:
      the plural and the converse;
                                                                (i)     they are not married in
(i)   (rules of construction) neither
                                                                        community of property; or
      this Deed nor any part of it is to be
      construed against a party on the
                                                                (ii)    they have their spouse’s
      basis that the party or its lawyers
                                                                        consent to the transfer of
      were responsible for its drafting;
                                                                        the Settlement Shares in
(j)   (legislation) a reference to any                                  accordance       with    the
      legislation   or    provision   of                                provisions of this Deed.
      legislation      includes       all
      amendments, consolidations or                      (c)    Title to and property in the
      replacements and all regulations                          Settlement Shares will remain
      or instruments issued under it;                           with   the    Shareholder    until
                                                                completion of the sale and
(k)   (time and date) a reference to a
                                                                purchase     of    the    Shares
      time or date is a reference to the
                                                                respectively and will pass to the
      time and date in Johannesburg,
                                                                Company with effect on and from
      South Africa;
                                                                completion of the sale and
(l)   (writing) a reference to a notice,                        purchase of the Settlement
      consent, request, approval or                             Shares.

3.    Conditions Precedent                                            (b)    If on the Completion Date the
                                                                             Shareholder fails or is unable to
3.1   Conditions
                                                                             deliver to the Company the
      Completion of the sale and purchase of                                 certificates    relating   to   the
      the Settlement Shares is conditional on                                Settlement Shares (if applicable),
      any necessary approvals or resolutions                                 the Shareholder consents to and
      that may be required by the date that is                               authorises the Company to
      12 months after the Share Scheme Sale                                  cancel, or procure the cancellation
      and Loan Deed, including:                                              of, the Shareholder's certificates
                                                                             relating to the Settlement Shares.
      (a)           a resolution approving the Buy-
                    Back and the terms of this Deed             4.3   Interdependency
                    being passed and remaining valid
                                                                      The obligations of the parties under this
                    in accordance with section 257D
                                                                      clause 4 are interdependent and all
                    of the Corporations Act (and the
                                                                      actions at Completion will be given to
                    Company having complied in all
                                                                      take place simultaneously. No delivery or
                    material   respects    with   the
                                                                      payment under this clause will be
                    requirements necessary in order
                                                                      regarded as having been made until all
                    for such resolutions to be validly
                                                                      deliverables and payments have been
                    passed); and
                                                                      made (or have been waived).
      (b)           to the extent applicable, exchange
                                                                4.4   Cancellation of Buy-Back Shares
                    control     approval     from   an
                    authorised dealer in relation to                  The parties agree that after registration of
                    any cross-border loans that may                   the transfer of the Settlement Shares:
                    arise in relation the Buy-Back.
                                                                      (a)    the Settlement Shares will be
                                                                             cancelled       immediately    in
                                                                             accordance with section 257H of
4.    Completion                                                             the Corporations Act and the
                                                                             Company must, as soon as
4.1   Time of Completion
                                                                             practicable       after     such
      Completion must occur at 10.00 am                                      cancellation, notify ASIC of the
      (Perth time) 5 Business Days after the                                 cancellation; and
      satisfaction of the Conditions set out in
                                                                      (b)    the       Shareholder's   share
      clause 3.1 or at such other time as the
                                                                             certificates be cancelled (if
      Company determines, acting reasonably.
                                                                             applicable) and a new certificate
4.2   Shareholder's Obligations                                              or holding statement will be
                                                                             prepared and issued to the
      (a)           On or before the Completion Date
                                                                             Shareholder for the Shares held
                    the Shareholder must deliver (or
                                                                             by the Shareholder following
                    procure the delivery) to the
                                                                             Completion in accordance with
                    Company:
                                                                             the Company's constitution and
            (i)        the certificates relating to the                      the Corporations Act.
                       Settlement       Shares       (if
                                                                4.5   Further disclosure
                       applicable);
                                                                      If prior to Completion of the sale and
            (ii)       a      release     of  any                     purchase of the Settlement Shares an
                       Encumbrances affecting the                     event occurs that the Company
                       Settlement Shares; and                         considers, acting reasonably, renders
                                                                      information disclosed as part of the Buy-
            (iii)      promptly     deliver     such                  Back misleading or deceptive (including
                       documents duly executed by                     any     adverse     tax    treatments     or
                       the Shareholder, and promptly                  consequences), the parties agree that
                       do any other acts, as may                      this Deed will, subject to the provisions of
                       reasonably be required by the                  clauses 3 and 5 (it being agreed that any
                       Company in order to effect the                 such misleading or deceptive information
                       transfer of the Settlement                     shall entitle the Company to terminate
                       Shares in accordance with this                 this Deed in accordance with the
                       Deed.                                          provisions of clause 5), continue to have

      effect and be binding on the parties,                             property owned or used by the
      notwithstanding      any      additional                          Company       or     any    of    its
      shareholder approval or notices that the                          subsidiaries in their businesses;
      Company may be required to obtain or
                                                                 (c)    with effect from the date of
      submit    in   accordance    with    the
                                                                        execution of this Deed they will
      Corporations Act.
                                                                        not disparage each other in
4.6   Company to procure                                                relation to the Buy-Back or the
                                                                        failure to complete the Buy-Back,
      The Company must use all reasonable
                                                                        except if it is required by law or in
      endeavours to procure that the Lender
                                                                        legal proceedings; and
      releases the Shareholder from its
      corresponding obligations under the                        (d)    they have freely entered into this
      Shareholder's Loans with effect from the                          Deed after having the opportunity
      Completion Date and does all other                                to carefully consider its contents
      things as are necessary for the                                   and to obtain legal advice on the
      application of the proceeds in reduction                          matters in this Deed.
      of the Shareholder’s Loans.
                                                           6.2   Entire understanding
5.    Termination
                                                                 This Deed and the Share Scheme Sale
      (a)    The Company may terminate this                      and Loan Deed contains the entire
             Deed by giving written notice to                    understanding between the parties
             the Shareholder at any time                         concerning the subject matter of this
             before Completion if:                               Deed and supersedes, terminates and
                                                                 replaces all prior agreements and
             (i)    any necessary approval or                    communications between the parties
                    resolutions required under                   concerning the Buy-Back. Each party
                    clause 3 having been                         acknowledges that, except as expressly
                    acquired or fulfilled does                   stated in this Deed and the Share
                    not remain valid             or              Scheme Sale and Loan Deed, it has not
                    effective and the Condition                  relied on any representation, warranty,
                    is     not      subsequently                 undertaking or statement made by or on
                    satisfied or fulfilled within a              behalf of another party in relation to this
                    period of 90 days from the                   Deed or its subject matter and the entry
                    date      the        necessary               into this Deed constitutes the fulfilment of
                    approval or resolution                       the Company’s obligations thereunder (if
                    ceases to be valid; or                       any).

             (ii)   any information disclosed              6.3   No variation
                    as part of the Buy-Back is
                                                                 This Deed cannot be amended or varied
                    determined by the Board
                                                                 except in writing signed by the parties.
                    (acting reasonably) to be
                    misleading or deceptive.               6.4   Confidentiality
                                                                 The parties agree to keep confidential:
      (b)    This agreement will terminate
             automatically if a Condition is not                 (a)    all matters, negotiations or
             fulfilled by the corresponding date                        discussions whatsoever relating to
             specified in clause 3, unless                              the reason or reasons for this
             otherwise agreed between the                               Deed; and
             parties prior to that date.
                                                                 (b)    the terms of this Deed,
6.    General                                                    otherwise than as may be necessary to
                                                                 disclose to a party’s legal or accounting
6.1   Nature of Deed
                                                                 adviser and as may be required to be
      The parties agree and acknowledge that:                    disclosed by law, the rules of any stock
                                                                 exchange or as may be required to be
      (a)    this Deed is intended to be legally
                                                                 disclosed for any legal proceedings.
             binding;
      (b)    the Shareholder has no right,
             claim or title to any intellectual

6.5   Costs
      The Company is to bear the costs of
      preparing this Deed.
6.6   Tax
      Unless otherwise expressly stated, all
            prices, sums payable or other
            consideration to be provided in
            this Deed are exclusive of any
            Tax.

6.7   Severance
      If a provision of this Deed is invalid,
      illegal or unenforceable it must, to the
      extent that it is invalid, illegal or
      unenforceable, be treated as severed
      from this Deed. Severance of a provision
      will not affect the validity and
      enforceability of the remaining provisions.
6.8   Counterparts
      This Deed may be executed in any
      number of counterparts. All counterparts
      taken together constitute one instrument.
6.9   Governing law and jurisdiction
      (a)     The laws applicable in Western
              Australia govern this Deed.
      (b)     The parties submit to the non-
              exclusive jurisdiction of the courts
              of Western Australia and any
              courts competent to hear appeals
              from          those          courts.


Annexure B – Warranties
 1)   The Shareholder warrants in favour of the Company that:

       a. (Title): The Shareholder is the legal and beneficial owner of the Settlement Shares
          which are free of all encumbrances and other third party interests or rights and which
          are fully paid and no money is owing in respect of them.

       b. (No Insolvency Event): No Insolvency Event has occurred in relation to the
          Shareholder nor, to the best of the Shareholder's knowledge and belief, is there any act
          which has occurred or any omission made which may result in an Insolvency Event
          occurring in relation to the Shareholder.

       c.   (Authorisations): The Shareholder has taken all necessary action to authorise the
            execution, delivery and performance of this Deed in accordance with its terms.

       d. (South African Shareholders) If the Shareholder is married under South African law,
          the Shareholder warrants that either:

             (i)    they are not married in community of property; or

             (ii)   they have their spouse’s consent to the transfer of the Settlement Shares
                    in accordance with the provisions of this Deed.

 2)   The Company warrants in favour of the Shareholder that:

       a. (No Insolvency Event): No Insolvency Event has occurred in relation to the Company
          nor is there any act which has occurred or any omission made which may result in an
          event of insolvency occurring in relation to the Company.

       b. (Authorisations): Except as stated in the Conditions, the Company has taken all
          necessary action to authorise the execution, delivery and performance of this Deed in
          accordance with its terms.




Date: 09-07-2021 08:15:00
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