Re Great Boulder Resources Ltd; Ex parte Great Boulder Resources Ltd

The plaintiff company, Great Boulder Resources Ltd, applied to the Supreme Court of Western Australia for orders to remedy its failure to lodge a cleansing notice with the Australian Securities Exchange (ASX) within the required timeframe after issuing 18,000,000 shares. The court was required to determine whether to grant relief under s 1322(4) of the Corporations Act 2001 (Cth), which allows the court to make orders to avoid the effects of irregularities, extend time, and relieve from civil liability. The plaintiff's failure to issue a cleansing notice arose from an incorrect interpretation of the cleansing prospectus exemption in s 708A(11) of the Corporations Act, based on legal advice received.

The court considered whether the plaintiff had met the criteria for relief under s 1322(4) and s 1322(6). The plaintiff had to demonstrate that the failure was essentially procedural in nature, that the persons involved acted honestly, and that no substantial injustice had been or was likely to be caused to any person. The court found that the plaintiff had acted honestly and promptly to rectify the failure once it became apparent. Additionally, the court found that no substantial injustice had been caused to any person by the failure or was likely to be caused by the proposed orders.

The court granted the relief sought by the plaintiff, including an extension of time to lodge the cleansing notice, a declaration that any offer for or sale of the placement shares is not invalid, and relief from civil liability for sellers of the placement shares. The court made these orders subject to its residual discretion, which was not exercised in this case. The court also made an ancillary order permitting any interested person who may suffer substantial injustice to apply to vary or dissolve the orders within a set period.