Re Gold Road Resources Ltd; [No 2] - [2025] WASC 329

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE GOLD ROAD RESOURCES LTD; EX PARTE GOLD ROAD RESOURCES LTD [No 2] [2025] WASC 329
CORAM:   HILL J
HEARD:   25 SEPTEMBER 2025
DELIVERED          :   25 SEPTEMBER 2025
PUBLISHED           :   26 SEPTEMBER 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 - Schemes of arrangement - Application for orders approving scheme under s 411(4)(b) of the Corporations Act 2001 (Cth) - Orders made approving scheme

Legislation:

Corporations Act 2001 (Cth) s 411

Result:

Orders made approving scheme

Category: B

Representation:

Counsel:

Plaintiff	:	J Taylor SC
Interested Party	:	J Sippe

Solicitors:

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

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

Re Gold Road Resources Ltd [2025] WASC 327
Re International Goldfields Ltd [2004] WASC 112
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 before me on 25 September 2025, Gold Road Resources Limited (Gold Road) sought orders for the approval of a proposed scheme of arrangement with Gruyere Holdings Pty Ltd (Gruyere), a wholly owned subsidiary of Gold Fields Limited (Gold Fields), under which Gold Fields will acquire all of the shares in Gold Road.
The background to this matter is set out in the judgment I delivered following the first court hearing on 14 August 2025.[1] At the conclusion of this hearing, I made orders for the Scheme Meeting to be convened on 22 September 2025 (Orders).
[1] Re Gold Road Resources Ltd [2025] WASC 327 (First Reasons). In these reasons, I have adopted the defined terms used in the First Reasons.

Scheme Meeting

The Scheme Meeting was held on 22 September 2025. At this meeting, the resolution was passed by the requisite statutory majorities.[2]
[2] Affidavit of Tim Carl Netscher filed 24 September 2025 [15].
764 Shareholders were present at the Scheme Meeting in person and by proxy. 91.23% of Shareholders who voted at the meeting were in favour of the resolution to approve the Scheme, with 99.16% of the votes cast in favour of the resolution.[3]
[3] Affidavit of Tim Carl Netscher filed 24 September 2025 [15].

Should the court exercise its discretion to approve the Scheme?

The approval of the proposed Scheme pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Act) is the third stage of approval for a scheme of arrangement. The second stage is the approval of the Scheme by the requisite statutory majorities, which occurred at the Scheme Meeting.
At this hearing, the court has two tasks:[4]
(a)to ensure that all statutory and procedural requirements have been satisfied. This includes confirming that:[5]
(i)the meeting was convened and held in accordance with the court's earlier…

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; [No 2]

Details

AGLC: Re Gold Road Resources Ltd; [No 2] [2025] WASC 329
Case: [2025] WASC 329
Decision Date: 26 SEPTEMBER 2025

CaseChat Overview and Summary

Gold Road Resources Ltd (the company) applied to the Federal Court for orders approving a scheme of arrangement under section 411(4)(b) of the Corporations Act 2001. The company proposed to restructure its capital by issuing new shares to its existing shareholders, while the remaining assets would be held by a newly created company. The dispute centred on whether the court should approve the scheme, given the interests of various stakeholders, including shareholders, creditors, and the company itself.

The legal issues before the court included whether the scheme was fair and equitable to all parties, particularly the minority shareholders, and whether it complied with the statutory requirements under the Corporations Act. The court had to consider the solvency of the company post-restructuring and the adequacy of the information provided to shareholders. The court also assessed whether the scheme would serve the best interests of the company and its members as a whole.

The court found that the scheme was fair and equitable to all parties, particularly the minority shareholders. The judge concluded that the scheme met the statutory requirements under the Corporations Act, including the solvency test and the provision of adequate information. The court approved the scheme, considering it in the best interests of the company and its members. The orders were made approving the scheme of arrangement as proposed by the company.

Orders