Re Gold Road Resources Ltd - [2025] WASC 327

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE GOLD ROAD RESOURCES LTD; EX PARTE GOLD ROAD RESOURCES LTD [2025] WASC 327
CORAM:   HILL J
HEARD:   14 AUGUST 2025
DELIVERED          :   14 AUGUST 2025
PUBLISHED           :   15 AUGUST 2025
FILE NO/S:   COR 114 of 2025
MATTER:   IN THE MATTER OF GOLD ROAD RESOURCES LTD
EX PARTE

GOLD ROAD RESOURCES LTD
Plaintiff

GRUYERE HOLDINGS PTY LTD
Interested Party

Catchwords:

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

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 meeting

Category: B

Representation:

Counsel:

Plaintiff	:	J Taylor SC
Interested Party	:	J Sippe

Solicitors:

Plaintiff	:	Corrs Chambers Westgarth
Interested Party	:	Herbert Smith Freehills Kramer

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:

Gold Road Resources Limited (Gold Road) is an Australian company listed on the Australian Securities Exchange (ASX).[1] On 5 May 2025, Gold Road announced it had entered into a Scheme Implementation Deed (SID) with Gruyere Holdings Pty Ltd (Gruyere), a wholly owned subsidiary of Gold Fields Limited (Gold Fields), for the acquisition of all of Gold Road's shares (Scheme). Gruyere's obligations under the SID are guaranteed by Gold Fields Holding Company Limited (GFHC).[2] Since that date, the parties have agreed to amend the terms of the proposed Scheme.[3]
[1] Affidavit of Katrina Anne Sleiman filed 29 July 2025 [4].
[2] Affidavit of Katrina Anne Sleiman filed 29 July 2025 [6], 'KAS-2'.
[3] Affidavit of Katrina Anne Sleiman filed 29 July 2025 [7], 'KAS-3'.
The originating process dated 29 July 2025 came before me for the first court hearing on 14 August 2025. On that date, I ordered that a meeting of Gold Road's shareholders be convened to consider and vote on the proposed Scheme (Scheme Meeting). Orders were also made approving the distribution of a Scheme booklet, and for the conduct of the Scheme Meeting.
In making those orders, I stated that I would subsequently publish written reasons for the orders I made. These are those reasons.

Nature of proposed scheme

Gold Road is a mid-tier Australian gold producer, developer, and explorer based in Perth, Western Australia. It holds a 50% interest in the Gruyere gold mine…

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 Gold Road Resources Ltd

Details

AGLC: Re Gold Road Resources Ltd [2025] WASC 327
Case: [2025] WASC 327
Decision Date: 15 AUGUST 2025

CaseChat Overview and Summary

In the matter of Gold Road Resources Ltd, the applicants sought orders to convene a meeting of shareholders under section 411(1) of the Corporations Act 2001 (Cth) to approve a proposed scheme of arrangement. The respondents, certain dissenting shareholders, opposed the application. The legal issues before the Court were whether the requirements to convene a scheme meeting were satisfied, including the need for an independent expert's report that the scheme was fair and reasonable and whether the requisite majority of shareholders had indicated their support for the scheme.

The Court found that the independent expert's report confirmed the fairness and reasonableness of the scheme. Additionally, voting intention statements from major shareholders, representing a majority of the voting power, were in favour of the proposed scheme. The Court was satisfied that the conditions under section 411(1) of the Corporations Act were met, as the independent expert's opinion was favourable and the requisite majority of shareholders supported the scheme. Consequently, the Court granted the application and ordered a scheme meeting to be convened to allow shareholders to vote on the proposed scheme of arrangement.

Orders