Re Aurumin Ltd - [2025] WASC 440

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE AURUMIN LTD; EX PARTE AURUMIN LTD [2025] WASC 440
CORAM:   HILL J
HEARD:   8 OCTOBER 2025
DELIVERED          :   8 OCTOBER 2025
PUBLISHED           :   14 OCTOBER 2025
FILE NO/S:   COR 148 of 2025
MATTER:   IN THE MATTER OF AURUMIN LTD
EX PARTE

AURUMIN LTD
Plaintiff

Catchwords:

Corporations law - Two inter-conditional schemes of arrangement - Application for orders convening scheme meetings under s 411(1) of the Corporations Act 2001 (Cth) - Independent expert of opinion that proposed schemes are fair and reasonable - Voting intention statements from major shareholders in favour of proposed schemes - Whether requirements to order scheme meetings are satisfied - Orders made convening scheme meetings

Legislation:

Corporations Act 2001 (Cth) s 411, s 412, s 1319

Corporations Regulations 2001 (Cth) sch 8

Supreme Court (Corporations) (WA) Rules 2004 (WA) r 3.2

Result:

Orders made convening scheme meetings

Category: B

Representation:

Counsel:

Plaintiff

J M Healy

Solicitors:

Plaintiff

Allens

Cases referred to in decision:

Re Amcom Telecommunications Ltd [2015] FCA 341
Re APN News & Media Ltd [2007] FCA 770; (2007) 62 ACSR 400
Re Azure Minerals Ltd [2024] WASC 58
Re CSR Ltd [2010] FCAFC 34; (2010) 183 FCR 358
Re Kangaroo Resources Ltd [2018] WASC 327
Re Pacific Energy Limited [2019] WASC 443
Re SRG Ltd [2018] FCA 1092
Re Wesfarmers Ltd [2018] WASC 308

HILL J:

Aurumin Ltd (Aurumin) is an Australian company listed on the Australian Securities Exchange (ASX).[1] On 21 July 2025, Aurumin announced it had entered into a Scheme Implementation Deed (SID) with Brightstar Resources Ltd (Brightstar), in respect of two proposed inter-conditional schemes of arrangement (Schemes): one in relation to Aurumin's shares (Share Scheme), and the other in respect of its options (Option Scheme) (collectively, Schemes).[2]
[1] Affidavit of Brynmor Phillip Hardcastle filed 18 September 2025 [10].
[2] Affidavit of Brynmor Phillip Hardcastle filed 18 September 2025, 'BPH-1'.
Under the Schemes, it is proposed that Brightstar will acquire all shares in Aurumin, and all options in Aurumin will be cancelled and exchanged for new Brightstar options. If the Schemes are implemented, Aurumin will become a wholly-owned subsidiary of Brightstar and be delisted from the ASX.[3]
[3] Scheme booklet [7.4].
The originating process filed 18 September 2025 came before me for the first court hearing on 8 October 2025. On that date, I ordered that meetings of Aurumin's shareholders (Scheme Meeting) and optionholders (Option Meeting) be convened to consider and vote on the proposed Schemes (together, Meetings). Orders were also made approving the distribution of a Scheme booklet, and for the conduct of the Meetings.
In making those orders, I stated that I would subsequently publish written reasons for the orders I made. These are those reasons.

Nature of the proposed Schemes

Aurumin is a gold exploration company with projects located in the Sandstone and Southern Cross regions of Western Australia, including the Central Sandstone Project.[4]
[4] Affidavit of Mark James Rowbottom filed 3 October 2025…

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 Aurumin Ltd

Details

AGLC: Re Aurumin Ltd [2025] WASC 440
Case: [2025] WASC 440
Decision Date: 14 OCTOBER 2025

CaseChat Overview and Summary

In this case, the court dealt with an application by Aurumin Limited, a mining company, to convene meetings of shareholders to consider two inter-conditional schemes of arrangement. The application was brought under section 411(1) of the Corporations Act 2001. The primary issue before the court was whether the conditions were met to order meetings to consider the schemes, given that an independent expert had provided a report stating that the schemes were fair and reasonable, and major shareholders had indicated their support. The court had to determine if these factors were sufficient to satisfy the requirements of the Act for convening the meetings.

The court considered the legal criteria for ordering meetings under section 411(1) of the Corporations Act. It needed to assess whether the company had made an application in the required form, whether an independent expert had reported that the schemes were fair and reasonable, and whether the company had satisfied any other conditions that might be imposed by the court. The court examined the independent expert's report, which was comprehensive and detailed, and noted the statements from major shareholders expressing their intention to vote in favour of the schemes. The court also considered the implications of the inter-conditional nature of the schemes and the importance of ensuring that shareholders had sufficient information to make informed decisions.

Having reviewed the evidence and the relevant legal provisions, the court concluded that all the necessary conditions for convening the meetings were met. The independent expert's report provided a robust basis for finding that the schemes were fair and reasonable, and the support from major shareholders further reinforced this conclusion. The court determined that ordering the meetings was in the best interests of the company and its shareholders. Consequently, the court made orders convening the scheme meetings, allowing the process to proceed as planned.

The court's orders included convening meetings of shareholders to consider the proposed schemes of arrangement, subject to any further directions the court might provide. The decision facilitated the company's restructuring process, ensuring that all necessary legal requirements were fulfilled before the schemes could be implemented.

Orders