Seadragon : 2019-04-02 SEA SPH Notice - Pescado Holdings Limited

Disclosure of movement of 1% or more in substantial holding or change in

nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To:	NZX Limited
	and
To:	SeaDragon Limited
Relevant event being disclosed:	Disclosure of movement of 1% or more in substantial holding
Date of relevant event:	1	April 2019
Date this disclosure made:	2	April 2019
Date last disclosure made:	5	October 2018

Substantial product holder(s) giving disclosure

Full name(s):

Summary of substantial holding

Class of quoted voting products:

Summary for:

For this disclosure,-

(a)total number held in class:

(b)total in class:

(c)total percentage held in class:

(Please refer to the "Important Note" below)

Pescado Holdings Limited

SeaDragon Limited ordinary shares (SEA)

Pescado Holdings Limited

855,433,823 (and up to 3,764,524,732 in total if the maximum number of loan notes are issued to Pescado Holdings Limited and are converted).

4,843,304,727 (and up to 9,570,577,454 in total if the maximum number of loan notes are issued and are converted). 17.662% (and up to 39.334% in total if the maximum number of loan notes are issued and are converted).

For last disclosure,-
(a)	total number held in class:	855,433,823 (and up to 1,764,524,732 in total if the
		maximum number of loan notes are issued to Pescado Holdings
		Limited and are converted).
(b)	total in class:	4,843,304,727 (and up to 5,752,395,636 in total if the
		maximum number of loan notes are issued to Pescado Holdings
		Limited and are converted).
(c)	total percentage held in class:	17.662% (and up to 30.675% in total if the maximum number
		of loan notes are issued to Pescado Holdings Limited and are
		converted).

Details of transactions and events giving rise to relevant event

On 1 April 2019, Pescado Holdings Limited (Pescado) entered into a convertible loan agreement (New Pescado CLN) with SeaDragon Limited (SeaDragon). Under the New Pescado CLN, Pescado may be required by SeaDragon to subscribe for loan notes having an aggregate face value of up to $4,000,000. The New Pescado CLN is conditional on approval by SeaDragon's shareholders. If that approval is obtained, and if other conditions in the New Pescado CLN are satisfied, loan notes may be drawn by SeaDragon. Any drawn loan notes may convert into shares in SeaDragon (at a conversion price of $0.002 per share) on maturity (31 March 2021) or earlier at the option of Pescado.

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Important Note

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

(a)are based on a total of 4,843,304,727 SeaDragon ordinary shares currently on issue;

(b)assume that Pescado converts existingconvertible notes with an aggregate face value of $3,000,000 (of which $3,000,000 of existing notes have been issued to Pescado at the date of this notice) at a conversion price of $0.0033 per share (resulting in the issue of 909,090,909 shares);

(c)assume that Pescado converts newconvertible notes with an aggregate face value of $4,000,000 (of which $0 of new notes have been issued to Pescado at the date of this notice) at a conversion price of $0.004 per share (resulting in the issue of 2,000,000,00 shares);

(d)assume that each of Comvita Limited (Comvita), One Funds Management Limited as trustee for Asia Pacific Healthcare Fund II (OFM) and BioScience Managers Ventures Pty Ltd as general partner of BioScience Management Partnership LP (BMV) (OFM and BMV together, BioScience) converts all of their convertible loan notes when Pescado converts convertible notes pursuant to (b) and (c);

(e)assume that no options issued by SeaDragon are exercised; and

(f)assume that no other ordinary shares in SeaDragon are issued or repurchased.

Details after relevant event

Details for:		Pescado Holdings Limited.
Nature of relevant interest(s):		Registered holder and beneficial owner.	No relevant
		agreement is required to be attached because of the
		application of regulation 141 of the Financial Markets Conduct
		Regulations 2014.
For that relevant interest,-
(a)	number held in class:	855,433,823
(b)	percentage held in class:	17.662%
(c)	current registered holder(s):	Pescado Holdings Limited
(d)	registered holder(s) once transfers are	Pescado Holdings Limited
	registered:

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

Nature of relevant interest(s):		Power to control acquisition of ordinary shares in SeaDragon
		through conversion of existing convertible loan notes issued
		pursuant to a convertible loan note agreement dated 30 May
		2016 (as amended and restated from time to time) between
		Pescado, Comvita, BioScience and SeaDragon. The relevant
		agreement document was attached to a previous disclosure
		dated 5 July 2018.
For that relevant interest,-
(a)	number held in class:	909,090,909
(b)	percentage held in class:	9.499%
(c)	current registered holder(s):	N/A

(d)registered holder(s) once transfers are Unknown registered:

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

Nature of relevant interest(s):	Power to control acquisition of ordinary shares in SeaDragon
	through conversion of new convertible loan notes (described
	above). The relevant interest is conditional because the New
	Pescado CLN is conditional on shareholder approval. The

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		relevant agreement document (being the New Pescado CLN)
		(comprising 28 pages) is attached to this notice.
For that relevant interest,-
	number held in class:	2,000,000,000 (noting that as of the date of this notice, $0 of
		new notes have been issued, which would convert into 0
		ordinary shares)
(b)	percentage held in class:	20.897% (noting that as of the date of this notice, $0 of new
		notes have been issued, which would convert into 0% of the
		ordinary shares)
(c)	current registered holder(s):	N/A

(d)registered holder(s) once transfers are Unknown registered:

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

Additional information

Addresses of substantial product holder(s):	Pescado Holdings Limited
	21 Leslie Hills Drive
	Riccarton
	Christchurch
Contact details:	Warwick Webb
	([phone]
	[e-mail]

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

Certification

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

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Execution Version

Convertible Loan Note Agreement (2019)

SeaDragon Limited (the Company)

Pescado Holdings Limited (Pescado)

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Convertible Loan Note Agreement (2019)

Details		4
Agreed terms		5
1.	Defined terms and interpretation	5
1.1	Defined terms	5
1.2	Construction of certain references	8
2.	Condition	9
2.1	Condition	9
2.2	Provisions relating to conditions	9
2.3	Cancellation rights	10
3.	Issue of Convertible Notes	10
3.1	Request Notice	10
3.2	Use of funds	10
3.3	Request Notices	10
3.4	Issue and subscription	11
3.5	Acknowledgement of indebtedness	11
3.6	Security arrangements	11
3.7	Further assurances	11
4.	Repayment	12
4.1	Prepayment	12
4.2	Repayment	12
4.3	Proportionate payments	12
5.	Interest	13
5.1	Accrual of interest	13
5.2	Payment of interest	13
5.3	Payment	13
5.4	Default interest	13
6.	Conversion	13
6.1	Conversion Notice	13
6.2	Automatic Conversion	13
6.3	Conversion to Shares	14
6.4	Number of Shares on Conversion	14
6.5	Shares rank equally and have same rights	14
6.6	Reorganisation	14
6.7	All Notes convertible	14
6.8	Payment of Interest	15

6.9Converted Notes cannot be redrawn; conversion does not affect remaining commitment 15

7.	Tax	15
7.1	Gross-up	15
7.2	Notifications and undertakings by Pescado	15
7.3	Approved issuer levy	16

8.	Company undertakings	16
8.1	Use of funds	16

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