Collins St Asset Management Pty Ltd v Catalyst Metals Limited
[2024] VSC 285
•30 May 2024 (ex tempore)
| IN THE SUPREME COURT OF VICTORIA | Not Restricted |
AT MELBOURNE
COMMERCIAL COURT
COMMERCIAL LIST
S ECI 2024 02588
| COLLINS ST ASSET MANAGEMENT PTY LTD (ACN 601 897 974) AS TRUSTEE FOR THE COLLINS STREET VALUE FUND | Plaintiff |
| v | |
| CATALYST METALS LIMITED (ACN 118 912 495) | Defendant |
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JUDGE: | Delany J |
WHERE HELD: | Melbourne |
DATE OF HEARING: | 30 May 2024 |
DATE OF RULING: | 30 May 2024 (ex tempore) |
CASE MAY BE CITED AS: | Collins St Asset Management Pty Ltd v Catalyst Metals Limited |
MEDIUM NEUTRAL CITATION: | [2024] VSC 285 (First Revision (31 May 2024): [12], [40], [41], [48]) |
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PRACTICE AND PROCEDURE – Application for expedited hearing.
JURISDICTION – Proceeding seeking declaration as to interpretation of convertible note agreement – Advisory opinion sought – Dispute hypothetical – Pacific Brands Household Products Pty Ltd v Singan Investments Pty Ltd [2003] VSC 76; Allphones Retail Pty Ltd (ACN 008 168 090) v Weimann [2009] FCAFC 135, considered – Ainsworth v Criminal Justice Commission (1992) 175 CLR 564; Bass v Permanent Trustee Co Ltd (1999) 198 CLR 334; Dormer v Solo Investments Pty Ltd [1974] 1 NSWLR 428, applied.
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APPEARANCES: | Counsel | Solicitors |
| For the Plaintiff | Tyson Wodak and Jeremy Hallett | Axial Advisory |
| For the Defendant | Joseph Garas SC | Gilbert & Tobin |
HIS HONOUR:
This ruling concerns an application by the plaintiff, Collin St Asset Management Pty Ltd (‘CSAM’) for an expedited hearing of a dispute concerning certain clauses of a convertible note agreement. The application is opposed by the defendant Catalyst Metals Limited (‘Catalyst’). Catalyst contends the proceeding is hypothetical, what is sought by CSAM is an advisory opinion and the proceeding should be dismissed.
CSAM entered into a convertible note agreement with Vango Mining Limited (‘Vango’) on 31 March 2022 (‘First CN Agreement’).
On 10 January 2023, Catalyst announced it would offer to acquire all of the ordinary shares in Vango. On the same day Catalyst and CSAM entered into a term sheet pursuant to which CSAM agreed to exchange its convertible notes in Vango for convertible notes in Catalyst (‘Term Sheet’).
On about 6 March 2023, as contemplated by the First CN Agreement, CSAM and Vango entered into a further convertible note agreement (‘Second CN Agreement’). By 21 March 2023, Catalyst had acquired all of the ordinary shares in Vango.
The face value of tranche 1 of convertible notes the subject of the First CN Agreement is $9,075,000, the face value of tranche 2 of the convertible notes the subject of the Second CN Agreement is $3,025,000.
The First CN Agreement and the Second CN Agreement are identical in respects material to the dispute. It is important to set out parts of the Agreements. Clauses 7 and 8 are relevantly in the following terms:
7 Redemption
Subject to clause 8.1, on the Repayment Date the Company must redeem the Note and pay the Outstanding Face Value in respect of the Note to the Subscriber.
8 Conversion
8.1 Conversion
(a)The Subscriber may, at any time before midnight on the day immediately preceding the Repayment Date, convert a Note (or a portion of a Note) into Ordinary Shares by giving a Conversion Notice to the Company. To the extent that any portion of the Outstanding Face Value of a Note remains unconverted, more than one conversion Notice may be issued in respect to the same Note.
(b)The Company must convert a Note upon receipt of a valid Conversion Notice given by the Subscriber to the Company in accordance with clause 8.1 (a).
8.2 Conversion Notice
(a)A Conversion Notice requires the Company to convert the Note(s) (or a portion of any Note) in the Notice:
(i) as at the relevant Conversion Date; and
(ii) to the extent specified in the Notice.
(b)A conversion Notice must specify in respect of each Note (or a portion of a Note) to be converted, the amount (or portion) of the Outstanding Face Value to be converted.
…
(d)A Conversion Notice given under this clause 8.1 cannot be withdrawn without the consent of the Company.
8.3Conversion Ratio
On conversion, the number of Ordinary Shares to be issued for each Note (or a portion of any Note) must be calculated by applying the following formula (Conversion Ratio):
where:
where:
A = the number of Ordinary Shares to be issued;
B = the portion of the Outstanding Face Value of the Note specified in the Conversion Notice; and
C = the Conversion Price
Clause 10 of the Agreements is also relevant to the dispute. It provides:
10.2 Anti dilution
(a)If the Company issues or agrees to issue (including on a contingent basis) any Ordinary Shares at a price less than the Conversion Price prior to the Repayment Date, then the "Conversion, Price" will be the lowest price at which the Company issued or agreed to issue (including on a contingent basis) the Ordinary Shares.
(b)If the Company issues or agrees to issue (including on a contingent basis) any Ordinary Shares, then the Conversion Price will be adjusted by applying a discount equivalent to the amount raised as part of a fundraise as a proportion of the Company's market capitalisation {determined as at the close of trade on the trading day immediately preceding the announcement of the fundraise). For example, if the Company undertakes a capital raise to raise $10 million when its market capitalisation is $100 million, then the Conversion Price must be reduced by 10%.
Clause 9.2(a)(i) of the Agreements is also relevant. It provides:
9.2 Allotment and ranking of shares
(a)Each Ordinary Share issued upon Conversion must:
(i)be allotted within four Business days after the Conversion Date.
The substantive dispute between the parties concerns what is the ‘Conversion Price’ in the formula in clause 8.3 of the Agreements. In turn, that depends on the proper construction of clause 10.2(a) and (b) of the Agreements in light of the events that have happened since the Term Sheet.
Clause 10.2 of the Agreements concerning anti-dilution deals with events that may impact on the Conversion Price. CSAM’s statement of claim alleges there have been four share issues by Catalyst since the Term Sheet relevant to clause 10.2 and to the ‘Conversion Price’. The first, 150,000 shares issued on 9 June 2023 at a price of $1.00 per share. The second, 44,227,721 ordinary shares issued on 29 June 2023 at a price of $0.75 per share. The third, 250,000 ordinary shares issued on 3 August 2023 at a price of $0.79 per share. The fourth, the issue of 700,000 ordinary shares on 22 August 2023 at a price of $0.56 per share. The first three share issues were for cash. The fourth share issue, the one upon which CSAM places primary reliance in respect of its construction of the Conversion Price involved the issue of shares to employees subject to the achievement of performance hurdles.
The ‘essential question’ in dispute is identified by Mr Goldberg, director of CSAM in his 24 May 2024 affidavit:
42.The essential question in this proceeding is what the 'Conversion Price' is in respect of the convertible note in the sum of $3,025,000 held by Collins St in Catalyst, having regard to:
a.the relevant anti-dilution provisions; and
b.the issue of shares by Catalyst at a non-cash price/value of $0.56 per share and the issue of shares by Catalyst at a non-cash price/value of $0.75 per share.
On 12 December 2023 CSAM gave notice that it wished to convert $600,000 of the face value of its tranche 1 notes into ordinary shares in Catalyst.
On 15 December 2023, Mr Goldberg sent an email to Catalyst in which he asserted the Conversion Price for the notes was 56 cents per share.
On 18 December 2023, Catalyst responded, taking issue with 56 cents per share.
On 28 March 2024, CSAM gave a further notice by which it purported to convert $9,075,000 of its convertible notes into shares in Catalyst at a price of 56 cents per share. The 28 March 2024 email acknowledged receipt from Catalyst of the amount of $9,075,000 being the redemption amount for tranche 1. CSAM repeated its contention that the conversion price was 56 cents. It attached a conversion notice for that purpose asking for 16,205,357 shares in Catalyst to be issued and stated that upon confirmation that has occurred, CSAM would destroy the cheque Catalyst had delivered to its office.
Catalyst did not accept that notice and did not issue shares in favour of CSAM. It seems CSAM also did not issue a proceeding arising from that dispute, even though at various times it threatened to do so.
The maturity date for the second tranche of the convertible notes is 17 June 2024. CSAM maintains it is entitled to convert the notes at 56 cents per share. Catalyst does not agree this is the Conversion Price.
The proceeding issued on 23 May 2024 by CSAM by writ endorsed with a statement of claim seeks the following relief:
A.A declaration that the Conversion Price for the purposes of the conversion of the outstanding tranche of the convertible note issued by CYL to CSAM is $0.56 per share.
B.Alternatively to A., a declaration that the Conversion Price for the purposes of conversion of the outstanding tranche of the convertible note issued by CYL to CSAM is $0.75 per share.
C.Alternatively to A and B.., a declaration that the Conversion Price for the purposes of conversion of the outstanding tranche of the convertible note issued by CYL to CSAM is $0.79 per share.
D.Alternatively to A, B. and C., a declaration that the Conversion Price for the purposes of conversion of the outstanding tranche of the convertible note issued by CYL to CSAM is $1.00 per share.
On 23 May 2024, CSAM applied for an expedited hearing of the proceeding. CSAM sought expedition in order to ensure the proceeding is heard and determined prior to 17 June 2024, being the maturity date. That is the context in which the matter came before me as the Commercial Court Duty Judge on 30 May 2024.
Should I determine an expedited hearing is warranted, a judge is available to hear the matter on 6 June 2024 on an estimate of 1 day.
Shortly prior to the 30 May 2024 hearing the parties exchanged written submissions. CSAM provided a minute of proposed orders which it sought to facilitate an early trial of the proceeding. The submissions filed by Catalyst opposed the CSAM expedited trial orders and sought dismissal of the proceeding. Catalyst submitted the CSAM claim is hypothetical and impermissibly seeks an advisory opinion from the Court. It submitted the matter should proceed to a hearing of the preliminary issue on the question of whether what is being sought is an advisory opinion.
CSAM submitted it would suffer significant practical disadvantage or irreparable loss if the proceeding were not to be expedited. It provided a table representing the range of possible outcomes based on a series of conversion prices and based on a price for Catalyst of $1.155 per share:
Conversion price Resulting number of shares Price @ $1.155 Profit/loss on conversion % of total number of ord shares $0.56 5,401,786 $6,239,062.83 $3,214,062.83 2.43% $0.75 4,033,333 $4,658,499.62 $1,633,499.62 1.82% $0.79 3,829,114 $4,422,626.67 $1,397,626.67 1.73% $1.00 3,025,000 $3,493,875.00 $468,875.00 1.37% $1.47 2,057,823 $2,376,785.57 -$648,214.43 0.93%
The range of outcomes to CSAM resulting from conversion, depending on the ‘Conversion Price’, is between a profit of more than $3 million and a loss of about $650,000.00.
CSAM submitted that depending on the true construction of the ‘Conversion Price’ compared to the prevailing share price, CSAM’s investors will benefit either from the conversion of the note or from repayment of the note at face value. CSAM submitted it acts in the capacity of a trustee and cannot take the risk of converting the note if it does not know the conversion price.
In his affidavit in support of the application Mr Goldberg has made clear that if the court determines the Conversion Price against the price or prices for which CSAM contends, it will not give notice to convert the convertible note to shares:
46.If the Court determines that the conversion price is $0.56 or $0.75 then Collins St would certainly convert the tranche 2 note. However, if Collins St does not know what the conversion price is, then it cannot take the risk of converting the note.
47.I understand that if the tranche 2 note is redeemed because Collins St does not know the conversion price before 17 June 2024, then Collins St might be able to bring a claim for damages after that date. However, I am concerned that such litigation would be materially more complex and expensive than litigation confined to obtaining a declaration as to the conversion price. It is for this reason that Collins St is seeking an urgent application, to have the matter determined before 17 June 2024.
The draft order for which CSAM contends includes two proposed undertakings. Those undertakings are as follows:
A.If the Court declares that the Conversion Price for the purposes of the convertible note held by the plaintiff in the defendant is $0.56 then it will convert the face value of the note into shares in the defendant.
B.If the Court declares that the Conversion Price for the purposes of the convertible note held by the plaintiff in the defendant is any of the prices alleged in paragraphs 16 to 18 of the Statement of Claim then it will convert the face value of the note into shares in the defendant if that price is at least a 30% discount to the volume weighted price at which shares in the defendant have traded on the Australian Securities Exchange during the five business days immediately prior to the making of the declaration.
As is made plain by Mr Goldberg’s affidavit and the proposed undertakings, whether or not CSAM will give notice of its intention to convert the tranche 2 notes to shares is dependent on the answer given by the court, assuming an urgent hearing and determination of the disputed question takes place before 17 June 2024.
The submissions
In their written submissions, CSAM submitted the dispute is not a hypothetical one:
10.As has been observed by the High Court of Australia, “[t]he jurisdiction to make a declaration is a very wide one” and is “almost unlimited”, provided that “[t]he question must be a real and not a theoretical question; the person raising it must have a real interest to raise it [and the person] must be able to secure a proper contradictor”.[1]
[1]Forster v Jododex (1972) 127 CLR 421, 435; Johnco Nominees v Albury-Wodonga [1977] 1 NSWLR 43, 50-53.
11.The making of the declaration sought would not be merely an advisory opinion:
(a)the declaration sought relates to the construction of a contractual term involving accrued, presently-exercisable rights. By making a declaration the Court will clarify the parties' rights and obligations – it will thereby resolve a dispute between parties to a commercial contract;[2] and
[2]See for example the authorities referred to at [9]-[11] and the analysis at [17] in Pacific Brands Household Products v Singan Investments [2003] VSC 76.
(b)the plaintiff will rely on the declaration in exercising its contractual rights.
12.If a declaration is made then:
(a)there will be a res judicata between CYL and CSAM as to the applicable conversion price;[3]
(b)if CSAM issues a valid conversion notice on the basis of the price as declared by the Court, CYL will inevitably be obliged to accept that notice; and
(c)as a result, the making of a declaration is very likely to avoid what will otherwise be complex and costly disputation (most likely via a claim by CSAM for damages resulting from CYL’s failure to convert the note at the price for which CSAM contends).
[3]Bass v Permanent Trustee Co Ltd (1999) 198 CLR 334, 356 (‘Bass’).
During the hearing, CSAM sought to distinguish the present circumstances from those discussed by Habersberger J in Pacific Brands Household Products Pty Ltd v Singan Investments Pty Ltd[4] where his Honour held the dispute sought to be agitated was hypothetical. In Pacific Brands there was no existing contractual relationship between the parties, no relevant contractual relationship unless and until the plaintiff exercised its option to purchase.
[4][2003] VSC 76 (‘Pacific Brands’).
It was submitted by CSAM that it already holds the convertible note. It can either redeem and get its money back or it can convert to shares at any time until midnight on 17 June 2024. It was submitted that the present circumstances involve an existing contract, a concrete fact situation as discussed by the High Court in Bass.[5] In that case, the High Court said:
It is true that some have seen the use of the declaratory judgment as little more than the giving of an advisory opinion. However, one crucial difference between an advisory opinion and a declaratory judgment is the fact that an advisory opinion is not based on a concrete situation and does not amount to a binding decision raising a res judicata between parties. Thus, the authors of one recent text on declaratory judgments emphasise that, where the dispute is divorced from the facts, it is considered hypothetical and not suitable for judicial resolution by way of declaration or otherwise. They say:
If ... the dispute is not attached to specific facts, and the question is only whether the plaintiff is generally entitled to act in a certain way, the issue will still be considered theoretical. The main reason for this is that there may be no certainty that such a general declaration will settle the dispute finally. Subsequent to that declaration a person (the defendant himself or someone else) may be adversely affected by a particular act of the plaintiff. It may then be doubtful whether this act is covered by the declaration. In such a case the affected person will probably be entitled to raise the issue again on its special facts. Indeed, such a declaration will in effect be a mere advisory opinion.
[5](1999) 198 CLR 334 (citations omitted).
In the course of the hearing, reference was made to Ainsworth v The Criminal Justice Commission[6] where the Court said:[7]
It is now accepted that superior courts have inherent power to grant declaratory relief. It is a discretionary power which “[i]t is neither possible nor desirable to fetter ... by laying down rules as to the manner of its exercise.” However, it is confined by the considerations which mark out the boundaries of judicial power. Hence, declaratory relief must be directed to the determination of legal controversies and not to answering abstract or hypothetical questions. The person seeking relief must have “a real interest” and relief will not be granted if the question “is purely hypothetical”, if relief is “claimed in relation to circumstances that [have) not occurred and might never happen”[8] or if “the Court’s declaration will produce no foreseeable consequences for the parties”.
[6](1992) 175 CLR 562 (‘Ainsworth’).
[7]Ibid 581-582 (citations omitted).
[8]University of New South Wales v Moorhouse (1975) 133 CLR 1, 10 (Gibbs J).
CSAM submitted that notwithstanding these observations, the present circumstances are different because there is an existing contract in place between the parties.
Reliance was placed by CSAM on the decision of the full Federal Court in Allphones Retail Pty Ltd v Weimann[9] in support of a submission the Court has jurisdiction to hear and determine the dispute articulated in the statement of claim. The reliance placed on the Allphones decision included references to the decision of Holland J in Dormer v Solo Investments Pty Ltd,[10] to which Habersberger J also referred in Pacific Brands.[11]
In Dormer v Solo Investments Pty Ltd [1974] 1 NSWLR 428, Holland J refused to make a declaration that in effect the plaintiff was entitled to serve a notice of rescission of a contract where no such notice had been served. Holland J observed:
I am not the least inclined to find limits on the beneficial jurisdiction of this Court to make declarations of right, but it is one thing to declare present contractual rights of the parties, another to declare them contingently on the plaintiff electing to take some course that he has not yet taken is not bound to take and may not take.[12]
[9][2009] FCAFC 135 (‘Allphones’).
[10][1974] 1 NSWLR 428.
[11][2003] VSC 76.
[12]Allphones Retail Pty Ltd v Weimann [2009] FCAFC 135 [78].
In support of its submission the dispute is hypothetical and that the court is being asked to express an advisory opinion Catalyst submits that until CSAM exercises its right to convert by notice, there is no justiciable dispute. It submits the claim as pleaded impermissibly asks the court to act under a hypothetical state of facts. It submits CSAM’s asserted urgency arises from its own commercial indecision on whether to exercise the applicable conversion right and its desire to seek an advisory opinion to aid that commercial decision.
Catalyst submitted that clause 7 of the Agreements provides for redemption. Clause 8(a) entitles CSAM to convert a note by giving a conversion notice. Upon a conversion notice being given, clause 8.1(b) requires Catalyst to convert the note to shares. It is only upon the notice being given that a right to convert arises. If no notice is given, then clause 7 applies. If a notice is given, pursuant to clause 9.2, Catalyst has four business days within which to allot the shares.
Catalyst submits the manner in which the Conversion Price is determined shows that if the Court were to hear and decide the disputed issue on 6 June 2024, it would be determining the Conversion Price based on the facts and matters known at that time but that those facts might change. CSAM would have until 17 June 2024 to give the clause 8.1(a) notice. In the meantime, as has been demonstrated by four earlier share issues since the Term Sheet, Catalyst may issue new shares whether to employees or for cash. If that were to occur, the decision of the Court based on the facts known as at 6 June 2024 would be moot. There would be no res judicata, the question of the Conversion Price would need to be revisited. For the Court to hear and determine the dispute on the basis of the present pleadings in the absence of a notice gives rise to the prospect of further litigation.
It was submitted the proposed undertakings highlight that what CSAM is seeking is judicial advice. Proposed undertaking A begins with the word ‘if’, that is, contingent on the court determining the conversion price is 56 cents, CSAM will convert the face value note into shares. Proposed undertaking B involves a calculation by reference to the volume weighted price at which shares in Catalyst have traded on the ASX during the five business days immediately prior to making the declaration. If the price determined by the court is at least a 30% discount to that price, then CSAM will convert the face value of the note to shares.
There is no reference in the Agreements or anywhere else to this 30% discount relationship or to the five business days to which the proposed undertaking. These considerations reflect CSAM’s assessment of its desired commercial margin.
Catalyst submitted the proposed undertakings provide stark indications that what is being sought is merely an advisory opinion. Applying the criteria in proposed undertaking B, if the price is less than 30% of the volume weighted price, there will be no notice.
At the outset of the hearing I raised the prospect of CSAM giving notice today, so as to remove the dispute about the proceeding seeking hypothetical relief only. In its reply submissions, as an attempted means of overcoming the hypothetical question issue, CSAM said it would give a notice in respect of tranche 2 and would do so today. However, counsel for CSAM said he did not have instructions about the precise number of options to be converted. It was clear that what might occur later in the day was a notice to convert ‘part of tranche 2’, for example, my example, $100. That is not what I had in mind when I raised the issue with counsel at the outset of the hearing. I did not and do not wish to encourage the use of the Court as a pawn in the commercial dispute between the parties.
Disposition
CSAM’s application for an expedited trial fails at the first hurdle. The statement of claim seeks declaratory relief in respect of circumstances that may never come to pass. As the High Court said in Ainsworth, relief will not be granted if the relief is ‘claimed in relation to circumstances that [have] not occurred and might never happen’.[13]
[13]Ainsworth v The Criminal Justice Commission (1992) 175 CLR 562, 582.
The mere fact the parties are not able to agree upon the Conversion Price does not mean that there is a justiciable dispute between them. Of critical importance is the fact that CSAM has not given a notice to convert the convertible note to shares. It has until 17 June 2024, the maturity date of the note, to do so.
The affidavit of Mr Goldberg and CSAM’s proposed undertakings A and B make it plain that if the Court were to hear and determine the issues raised in the statement of claim and referred to by Mr Goldberg in his affidavit, resulting in an outcome which at that point CSAM determined to not be commercially attractive, CSAM would not give notice to convert the note into shares in Catalyst.
What is being sought is an advisory opinion. This is not a case of a ‘concrete situation’ to which the High Court referred in Bass.[14] There is a concrete situation in the form of the existing contract between the parties. There is an existing contract in contrast to the situation in Pacific Brands. However, the relief sought does not concern a dispute about existing contractual rights.
[14](1999) 198 CLR 334.
The existing contractual rights include the right referred to in clause 7 of the Agreements being the right to redeem. There is no dispute between the parties about that. The relief that is sought is in respect of the potential giving of a notice pursuant to clause 8.1(a) which, if given, would require a response by Catalyst pursuant to clause 8.1(b). Unless and until those events occur and unless and until there is disagreement about the Conversion Price in those circumstances any existing dispute is purely hypothetical.
There is the additional problem in this case to which Catalyst has drawn attention and which is significant. Even if the Court heard and determined the dispute on 6 June 2024, if there is a share issue of any kind between that date and 17 June 2024 the decision that is made by the Court on that date is likely to be irrelevant. There would be no res judicata. The Conversion Price would need to be determined afresh.
The observations made by Holland J in Dormer[15] extracted in paragraph 33 above meet the present circumstances. Like Holland J, I am not prepared to allow this case to go forward, a case in which CSAM seeks a declaration contingent on it electing to take some sort of course that it has not yet taken, is not bound to take and may not take.
[15][1974] 1 NSWLR 428.
After the hearing my Chambers were informed by the solicitors for the plaintiff that a conversion notice had been served by CSAM on Catalyst on the afternoon of 30 May 2024. Whatever notice was shared, a copy has not been provided to my Chambers. Whatever that notice might say, it is not evidence and it does not form part of the pleaded case for relief. Upon an amendment to the pleading to rely on that notice and events that occur in response to it, there may be a real and not hypothetical dispute. However there would be no need in that circumstance for an expedited hearing. The notice will have been given. If there is a dispute about the Conversion Price that dispute can be heard and determined in the usual way.
Because the proceeding seeks relief that is beyond jurisdiction the appropriate course based on the existing pleading and the evidence is to dismiss the proceeding. However, because it appears CSAM may wish to rely on the notice served this afternoon, and perhaps, based on that notice and events that may follow may wish to amend its statement of claim, I will not dismiss the proceeding.
As matters presently stand there is no proper basis for declaratory relief, the proceeding seeks an advisory opinion. In those circumstances, the proceeding does not warrant a further hearing, let alone expedition. I reject the expedition application.
If CSAM wishes to amend its statement of claim and to progress the proceeding in accordance with Practice Note SC CC 1 of 2024 (Second Revision) it is at liberty to do so. If it does not file and serve an amended pleading before 23 June 2024, being 30 days after the proceeding was issued and shortly after the 17 June 2024 maturity date I will make an order on the Court’s own motion dismissing the proceeding.
In the meantime, I will order CSAM pay Catalyst’s costs of and incidental to the application and of the hearing on 30 May 2024 on a standard basis.
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