Re Aston Minerals Limited; [No 2] - [2025] WASC 210

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE ASTON MINERALS LIMITED; EX PARTE ASTON MINERALS LIMITED [No 2] [2025] WASC 210
CORAM:   HILL J
HEARD:   28 MAY 2025
DELIVERED          :   28 MAY 2025
PUBLISHED           :   29 MAY 2025
FILE NO/S:   COR 21 of 2025
MATTER:   IN THE MATTER OF ASTON MINERALS LIMITED

EX PARTE
ASTON MINERALS LIMITED
Plaintiff

Catchwords:

Corporations - Inter-related schemes of arrangement - Application for orders approving schemes under s 411(4)(b) of the Corporations Act 2001 (Cth) - Orders made approving schemes

Legislation:

Corporations Act 2001 (Cth) s 411(4)(b), s 411(11), s 411(17), s 1319

Result:

Orders made approving schemes

Category: B

Representation:

Counsel:

Plaintiff

Mr J M Healy

Solicitors:

Plaintiff

Steinepreis Paganin

Case(s) referred to in decision(s):

Re Aston Minerals Ltd [2025] WASC 182
Re International Goldfields Ltd [2004] WASC 112
Re Kingwest Resources Ltd [2023] WASC 190
Re MAC Services Group Ltd [2010] NSWSC 1474
Re National Australia Bank Ltd [2016] VSC 62
Re Seven Network Ltd [No 3] [2010] FCA 400; (2010) 267 ALR 583
Re Wesfarmers Ltd [No 2] [2018] WASC 357

HILL J:

At the hearing of the originating process this morning, Aston Minerals Ltd (Aston) sought orders approving two proposed schemes of arrangement.
The background to this matter is set out in the judgment I delivered following the first court hearings on 16 and 17 April 2025.[1] At the conclusion of the hearing on 17 April 2025, I made orders for the Scheme meetings to be convened on 22 May 2025 (Orders).
[1] Re Aston Minerals Ltd [2025] WASC 182 (First Reasons). I have adopted the same defined terms used in the First Reasons in these reasons.

Scheme meetings

The Scheme meetings were convened and held on 22 May 2025. At each of the meetings, the resolutions were passed by the requisite statutory majorities.
182 Shareholders were present at the Share Scheme meeting in person and by proxy. 99.60% of Shareholders who voted at the meeting were in favour of the resolution. 91.21% of votes cast on the Share Scheme resolution were cast in favour of the resolution.[2]
[2] Second affidavit of Pia Melanie Drummond filed 22 May 2025 [26], [29].
In respect of the meeting to consider the Option Scheme, 14 Optionholders were present at the Option Scheme meeting in person and by proxy. 100% of Optionholders who voted at the meeting and 100% of votes cast on the Option Scheme resolution were cast in favour of the resolution.[3]
[3] Second affidavit of Pia Melanie Drummond filed 22 May 2025 [26], [30].

Should the court exercise its discretion to approve the Schemes?

The approval of the proposed Schemes pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Act), or the second court hearing, is the third stage of approval for schemes of arrangement. The second stage is the approval of the Schemes by the requisite statutory majorities, which occurred at the Scheme meetings.
At the second court hearing, the court has two…

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.

Keep reading for free

Create a free CaseChat account to read Re Aston Minerals Limited; [No 2] and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2025] WASC 210
Decision Date: 29 MAY 2025

CaseChat Overview and Summary

In the case of Re Aston Minerals Limited; [No 2], the parties involved were Aston Minerals Limited, a mining company, and various stakeholders affected by two inter-related schemes of arrangement proposed under the Corporations Act 2001 (Cth). The dispute centred on the approval of these schemes by the court. The court was tasked with determining whether the schemes met the statutory requirements and whether they were in the best interests of the company and its stakeholders.

The legal issues before the court included whether the schemes complied with the statutory provisions of section 411(4)(b) of the Corporations Act 2001 (Cth), and whether the court should exercise its discretion to approve the schemes. The court had to consider the fairness and reasonableness of the schemes, the protection of minority shareholders' rights, and whether there was adequate disclosure and information provided to stakeholders to make an informed decision.

In delivering its judgment, the court examined the procedural and substantive fairness of the proposed schemes. It considered the adequacy of the information provided to stakeholders, the fairness of the terms offered to different classes of stakeholders, and the overall benefit to the company and its stakeholders. The court concluded that the schemes were fair and reasonable, and that the interests of all stakeholders were adequately protected. Consequently, the court approved the schemes and made the necessary orders to facilitate their implementation.

The final orders included the approval of both schemes of arrangement, allowing for the restructuring and reorganisation of Aston Minerals Limited. The court's decision provided certainty and finality to the proposed inter-related schemes, enabling the company to proceed with its restructuring efforts and ensuring the protection of all stakeholders involved.

Orders