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Re Big River Gold Ltd

Re Big River Gold Ltd

Case [2022] WASC 296 2 September 2022

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JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE BIG RIVER GOLD LTD; EX PARTE BIG RIVER GOLD LTD [2022] WASC 296
CORAM:   HILL J
HEARD:   29 JULY 2022
DELIVERED          :   29 JULY 2022
PUBLISHED           :   2 SEPTEMBER 2022
FILE NO/S:   COR 134 of 2022
MATTER:   IN THE MATTER OF BIG RIVER GOLD LTD
EX PARTE

BIG RIVER GOLD LTD
Plaintiff

AURA MINERALS INC
Interested Party

Catchwords:

Corporations law - Scheme of arrangement - Application for orders convening scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) - Whether requirements to order scheme meeting are satisfied - Orders made convening scheme meeting

Corporations law - Scheme of arrangement - Application for approval of communications to shareholders by way of telephone calls - Orders made approving script

Legislation:

Corporations Act 2001 (Cth) s 411(1), s 412(1)(a), s 1319
Corporations Regulations 2001 (Cth) sch 8
Supreme Court (Corporations) (WA) Rules 2004 (WA) r 3.2

Result:

Orders made convening scheme meeting
Orders made approving script

Category: B

Representation:

Counsel:

Plaintiff	:	A J Papamatheos & V N Ghosh
Interested Party	:	J Y Wang

Solicitors:

Plaintiff	:	Minter Ellison
Interested Party	:	King & Wood Mallesons

Cases referred to in decision:

First Pacific Advisors LLC v Boart Longyear Ltd [2017] NSWCA 116; (2017) 320 FLR 78
Re Amcom Telecommunications Ltd [2015] FCA 341
Re APN News & Media Ltd [2007] FCA 770; (2007) 62 ACSR 400
Re Beadell Resources Ltd [2018] WASC 410; (2018) 133 ACSR 600
Re CannPal Animal Therapeutics Ltd [2021] WASC 37
Re CSR Ltd [2010] FCAFC 34; (2010) 183 FCR 358
Re David Jones Ltd [No 2] [2014] FCA 720; (2014) 101 ACSR 381
Re Doray Minerals Ltd [2019] WASC 57
Re DUET Management Company 1 Ltd [2013] NSWSC 817; (2013) 95 ACSR 34
Re Galaxy Resources Ltd [2021] WASC 314
Re Healthscope Ltd [2019] FCA 542; (2019) 139 ACSR 608
Re Hills Motorway Ltd [2002] NSWSC 897; (2002) 43 ACSR 101
Re Kangaroo Resources Ltd [2018] WASC 327
Re Macquarie Private Capital A Ltd [2008] NSWSC 323
Re NRMA Ltd [2000] NSWSC 82; (2000) 156 FLR 349
Re NTM Gold Ltd [2021] WASC 22
Re Nusantara Resources Ltd [2021] WASC 334
Re Nzuri Copper Ltd [2019] WASC 189
Re Opes Prime Stockbroking Ltd [2009] FCA 813; (2009) 179 FCR 20
Re Pacific Energy Limited [2019] WASC 443
Re PetroNor E&P Ltd [2021] WASC 426
Re Piedmont Lithium Ltd [2021] WASC 76
Re ResApp Health Ltd [2022] NSWSC 983
Re Saracen Mineral Holdings Ltd [2020] WASC 483
Re SRG Ltd [2018] FCA 1092
Re Swick Mining Services Ltd [2022] WASC 79
Re Uniti Group Ltd [2022] FCA 671
Re Vimy Resources Ltd [No 2] [2022] WASC 257
Re Wajema Ltd [2021] FCA 878
Re Wesfarmers Ltd [2018] WASC 308
Re Western Areas Ltd [2022] WASC 193

HILL J:

The plaintiff, Big River Gold Ltd (Big River Gold) is an Australian public company listed on…

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 Big River Gold Ltd

Details

AGLC: Re Big River Gold Ltd [2022] WASC 296
Case: [2022] WASC 296
Decision Date: 2 SEPTEMBER 2022

CaseChat Overview and Summary

Big River Gold Limited sought orders convening a scheme meeting to approve a scheme of arrangement for the company's reorganisation. The application was made under section 411(1) of the Corporations Act 2001 (Cth). The court considered whether the statutory requirements for convening such a meeting were met, including whether the company had sufficient funds to cover the costs of the meeting and whether the proposal had been properly circulated to shareholders. The court also examined whether the proposed script for the telephone calls to shareholders was appropriate and whether it complied with the requirements of the Act.

The court found that the company had satisfied the necessary statutory requirements for convening the scheme meeting. The court approved the script for the telephone calls to shareholders, which detailed the nature of the scheme and the rights of shareholders to vote on the proposal. The court held that the script was clear and concise, and that it complied with the statutory requirements for communications to shareholders. The court also found that the company had sufficient funds to cover the costs of the meeting, and that the proposal had been properly circulated to shareholders.

In light of the findings, the court made orders convening the scheme meeting and approving the script for the telephone calls to shareholders. The court noted that the scheme of arrangement was a significant step in the reorganisation of the company, and that it was in the best interests of the shareholders and the company as a whole. The orders were made to facilitate the smooth and efficient conduct of the scheme meeting, and to ensure that shareholders were properly informed about the proposal and their rights to vote on it.

The final orders of the court included convening the scheme meeting on a specified date and time, and approving the script for the telephone calls to shareholders. The court also made orders for the service of notices to shareholders and the publication of a notice in a national newspaper. These orders were necessary to ensure that all shareholders were properly informed about the scheme meeting and their rights to vote on the proposal. The court's orders facilitated the reorganisation of the company and ensured that the scheme of arrangement was conducted in a fair and transparent manner.

Orders