Re Bolnisi Gold NL

In the matter of Re Bolnisi Gold NL, the Australian Federal Court was called upon to consider the approval of a proposed scheme of arrangement between Bolnisi Gold NL and its shareholders, including the significant involvement of Coeur Mining Inc. The dispute centred on whether the scheme should proceed, with particular attention to the details of the option deeds between Bolnisi directors and Coeur, and the manner in which the scheme consideration would be provided to the shareholders.

The court had to determine whether the scheme was fair and reasonable to the shareholders of Bolnisi and whether it complied with the statutory requirements under the Corporations Act 2001. Specifically, the court examined whether the option deeds with Coeur, which allowed Coeur to acquire additional shares if it did not gain full control through the scheme, were properly disclosed and whether the scheme consideration would be adequately provided before the transfer of shares.

The court concluded that the scheme was fair and reasonable, as the option deeds were adequately disclosed and the scheme consideration would be provided before the transfer of shares. The court was satisfied that the scheme complied with the statutory requirements, including the need for independent expert reports and ASIC's approval. The court found that Bolnisi shareholders should have the opportunity to consider and, if they so wished, agree to the scheme.

Accordingly, the court made orders convening a meeting of Bolnisi shareholders to consider and potentially approve the scheme, as well as orders regarding the publication of notices and the conduct of the meeting. The scheme was to become effective upon the lodging of the court order with ASIC, ensuring that Coeur would be obliged to implement the scheme.