Response to ASX Query
Released
Released
Announcement PDF
25 October 2024
ASX Securities Exchange Limited
525 Collins Street
Rialto South Tower Level 50
Melbourne VIC 3000
By Email: ListingsComplianceMelbourne@asx.com.au
Dear Ms Aziz,
RE: Dart Mining NL (‘DTM’): Appendix 3Y – Change of Director’s Interest Notice Query
I refer to your letter dated 23 October 2024 in relation to the late lodgement of the Appendix 3Y’s
for Mr James Chirnside, Mr Dean Turnbull and Mr Richard Udovenya. In relation to the late
lodgement, I advise that:
1. Late lodgement of the Appendix 3Y was due to an inadvertent administrative oversight, for
which the company apologises. The company notes that the additional shares acquired by
the directors was as a result of them each taking up their full entitlement under a
Prospectus dated 2 September 2024. This was disclosed in the Prospectus under the
heading “Directors' interests in Securities and Entitlements” (page 10), and in Section 5.8(b)
“Security holding”.
2. The Company has reminded all directors of the disclosure requirements set out in Listing
Rule 3.19A. In addition, the Company has recirculated to all directors the previously
adopted governance Policy on share trading (which may be found at:
https://dartmining.com.au/about/corporate-governance/ ). This Policy stipulates the need
to notify the Company Secretary of dealings in the Company’s securities immediately after
any such dealings occur.
3. The company believes the current arrangement are adequate, but will review the
arrangement in any event and reinforce with the board the need for vigilance in compliance
with this requirement.
Yours faithfully,
Julie Edwards
Company Secretary
Webpage: www.dartmining.com.au
LinkedIn: Dart Mining NL
Twitter: @DartMining
Contact: James Chirnside
Email:jchirnside@dartmining.com.au
Mobile: +61 447 447 613
Dart Mining NL
ABN: 84 119 904 880
Level 6, 412 Collins Street
Melbourne VIC 3000
23 October 2024
Reference: 102081
Ms Julie Edwards
Company Secretary
Dart Mining NL
Level 6, 412 Collins Street
Melbourne, VIC, Australia 3000
By email: jedwards@dartmining.com.au
Dear Ms Edwards
Dart Mining NL (‘DTM’): Appendix 3Y – Change of Director’s Interest Notice Query
ASX refers to the following:
1. DTM’s Appendix 3Y lodged on the ASX Market Announcements Platform (‘MAP’) on 17 October 2024 for Mr
James Chirnside, Mr Dean Turnbull and Mr Richard Udovenya (together the ‘Notices’);
2. Listing Rule 3.19A which requires an entity to tell ASX the following:
3.19A.1
‘The notifiable interests of a director of the entity (or in the case of a trust, a director
of the responsible entity of the trust) at the following times.
•
On the date that the entity is admitted to the official list.
•
On the date that a director is appointed.
The entity must complete Appendix 3X and give it to ASX no more than 5 business
days after the entity’s admission or a director’s appointment.
3.19A.2
A change to a notifiable interest of a director of the entity (or in the case of a trust, a
director of the responsible entity of the trust) including whether the change occurred
during a closed period where prior written clearance was required and, if so, whether
prior written clearance was provided. The entity must complete Appendix 3Y and
give it to ASX no more than 5 business days after the change occurs.
3.19A.3
The notifiable interests of a director of the entity (or in the case of a trust, a director
of the responsible entity of the trust) at the date that the director ceases to be a
director. The entity must complete Appendix 3Z and give it to ASX no more than 5
business days after the director ceases to be a director.’
3. Listing rule 3.19B which states that:
‘An entity must make such arrangements as are necessary with a director of the entity (or in the case
of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the
entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within
the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the
director.’
The Notices indicate that a change in Mr Chirnside’s, Mr Turnbull’s and Mr Udovenya’s notifiable interest
occurred on 2 October 2024. It appears that the Notice should have been lodged with ASX by 9 October 2024.
Consequently, DTM may have breached Listing Rules 3.19A and/or 3.19B.
ASX Limited [[Listings]]
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ASX Customer Service Centre 131 279 | asx.com.au
Request for Information
Under Listing Rule 18.7, we ask that you answer each of the following questions having regard to Listing Rules
3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities Obligations of Listed Entities.
1. Please explain why the Appendix 3Ys were lodged late.
2. What arrangements does DTM have in place under Listing Rule 3.19B with its directors to ensure that it is
able to meet its disclosure obligations under Listing Rule 3.19A?
3. If the current arrangements are inadequate or not being enforced, what additional steps does DTM intend to
take to ensure compliance with Listing Rule 3.19B?
When and where to send your response
This request is made under Listing Rule 18.7. Your response is required as soon as reasonably possible and, in
any event, by no later than 1 PM AEST Monday, 28 October 2024 . You should note that if the information
requested by this letter is information required to be given to ASX under Listing Rule 3.1 and it does not fall
within the exceptions mentioned in Listing Rule 3.1A, DTM’s obligation is to disclose the information
‘immediately’. This may require the information to be disclosed before the deadline set out in the previous
paragraph and may require DTM to request a trading halt immediately.
Your response should be sent to me by e-mail at ListingsComplianceMelbourne@asx.com.au. It should not be
sent directly to the ASX Market Announcements Office. This is to allow me to review your response to confirm
that it is in a form appropriate for release to the market, before it is published on the ASX Market
Announcements Platform.
Trading halt
If you are unable to respond to this letter by the time specified above, you should discuss with us whether it is
appropriate to request a trading halt in DTM’s securities under Listing Rule 17.1. If you wish a trading halt, you
must tell us:
•
the reasons for the trading halt;
•
how long you want the trading halt to last;
•
the event you expect to happen that will end the trading halt;
•
that you are not aware of any reason why the trading halt should not be granted; and
•
any other information necessary to inform the market about the trading halt, or that we ask for.
We require the request for a trading halt to be in writing. The trading halt cannot extend past the
commencement of normal trading on the second day after the day on which it is granted. You can find further
information about trading halts in Guidance Note 16 Trading Halts & Voluntary Suspensions.
Suspension
If you are unable to respond to this letter by the time specified above, ASX will likely suspend trading in DTM’s
securities under Listing Rule 17.3.
Listing Rules 3.1 and 3.1A
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ASX Customer Service Centre 131 279 | asx.com.au
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In responding to this letter, you should have regard to DTM’s obligations under Listing Rules 3.1 and 3.1A and
also to Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B. It should be noted that DTM’s
obligation to disclose information under Listing Rule 3.1 is not confined to, nor is it necessarily satisfied by,
answering the questions set out in this letter.
Release of correspondence between ASX and entity
ASX reserves the right to release all or any part of this letter, your reply and any other related correspondence
between us to the market under Listing Rule 18.7A.
Kind regards
ASX Compliance
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ASX Customer Service Centre 131 279 | asx.com.au
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