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Re Argent Minerals Ltd

Re Argent Minerals Ltd

Case [2023] WASC 34 13 January 2023

Unconscionable Conduct

Issue Estoppel

Corporate Law & Governance

Commercial Law

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JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE ARGENT MINERALS LTD; EX PARTE ARGENT MINERALS LTD [2023] WASC 34
CORAM:   HILL J
HEARD:   13 JANUARY 2023
DELIVERED          :   13 JANUARY 2023
PUBLISHED           :   14 FEBRUARY 2023
FILE NO/S:   COR 6 of 2023
MATTER:   IN THE MATTER OF ARGENT MINERALS LTD

EX PARTE
ARGENT MINERALS LTD
Plaintiff

Catchwords:

Corporations law - Securities - Application for orders extending the period for lodging a cleansing notice under s 708A of the Corporations Act 2001 (Cth) - Application for declaratory relief to validate trading in securities issued without a valid cleansing notice - Eleven instances of securities being issued without a valid cleansing notice or prospectus - Where no blatant or flagrant disregard of obligations - Where no substantial injustice if orders made - Application granted

Legislation:

Corporations Act 2001 (Cth), s 707, s 708A, s 1322

Result:

Application granted

Category: B

Representation:

Counsel:

Plaintiff

N J Wallwork

Solicitors:

Plaintiff

Larri Legal

Cases referred to in decision:

Blaze Asset Pty Ltd v Target Energy Ltd [2009] FCA 698; (2009) 177 FCR 488
Re Austpac Resources NL [2010] NSWSC 1438
Re Bellevue Gold Ltd [2021] WASC 80
Re Caeneus Minerals Ltd [2018] FCA 560
Re Classic Minerals Ltd [2018] FCA 2039
Re G8 Communications Ltd [2016] FCA 297; (2016) 112 ACSR 22
Re Golden Gate Petroleum Ltd [2010] FCA 40; (2010) 77 ACSR 17
Re Helios Energy Ltd [2017] FCA 840; (2017) 122 ACSR 174
Re ICandy Interactive Ltd [2018] FCA 533; (2018) 125 ACSR 369
Re Jaxsta Ltd; Ex parte Jaxsta Ltd [2018] WASC 390
Re Micro-X Ltd [2019] FCA 1154
Re Spectur Limited [2019] FCA 867; (2019) 136 ACSR 542
Re Wave Capital Ltd [2003] FCA 969; (2003) 47 ACSR 418
Weinstock v Beck [2013] HCA 14; (2013) 251 CLR 396

HILL J:

On 12 January 2023, the plaintiff, Argent Minerals Limited (Argent), filed an originating process seeking orders under s 1322(4)(d) and s 1322(4)(a) of the Corporations Act 2001 (Cth) (Act) arising out of contraventions of s 708A(11) and s 707(3) of the Act. The contraventions occurred following the issue of shares by the plaintiff on four separate occasions, namely: 15 June 2016, 16 February 2017, 6 December 2019 and 9 November 2022 without the prior lodgement of a cleansing notice pursuant to s 708A of the Act.
Argent has provided a frank and detailed explanation as to the circumstances surrounding these issue of shares. Based on the evidence before me, I was and am satisfied that the failure to issue a cleansing notice was caused by inadvertence rather than any deliberate disregard of the plaintiff's obligations.
In light of the urgency with which the application was brought, I made orders at the conclusion of the hearing on 13 January 2023 granting relief and said that I would subsequently publish reasons for my decision. These are the reasons for my decision.

Part 6D.2, Corporations Act

Part 6D.2 of…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Re Argent Minerals Ltd

Details

AGLC: Re Argent Minerals Ltd [2023] WASC 34
Case: [2023] WASC 34
Decision Date

CaseChat Overview and Summary

Argent Minerals Limited, an Australian mineral exploration and development company, applied to the Supreme Court of Western Australia for orders to extend the period for lodging a cleansing notice under s 708A of the Corporations Act 2001 (Cth) and for declaratory relief to validate trading in securities issued without a valid cleansing notice or prospectus. Argent discovered that it had failed to lodge a cleansing notice following a capital raising and share issue on 9 November 2022, and further review revealed nine further instances of non-compliance with the Corporations Act 2001 (Cth). Argent applied for relief under s 1322(4)(d) and s 1322(4)(a) of the Act. The court found that Argent's failure to issue a cleansing notice was caused by inadvertence rather than any deliberate disregard of its obligations. The court considered it appropriate to extend the time period for lodging a cleansing notice for the most recent share issue and to make the ancillary orders sought by Argent. The court was satisfied that public policy would not be undermined by granting the plaintiff the relief sought. The court made orders in the form of the application.

Orders