Re Macro Metals Ltd - [2025] WASC 316

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE MACRO METALS LTD; EX PARTE MACRO METALS LTD [2025] WASC 316
CORAM:   HILL J
HEARD:   17 JULY 2025
DELIVERED          :   17 JULY 2025
PUBLISHED           :   8 AUGUST 2025
FILE NO/S:   COR 107 of 2025
MATTER:   IN THE MATTER OF MACRO METALS LTD

EX PARTE
MACRO METALS LTD
Plaintiff

Catchwords:

Corporations - Application for extensions of time to lodge cleansing notices - Application for declaratory relief to validate trading in securities issued without a valid cleansing notice - Multiple instance of securities being issued without a valid cleansing notice - Where no blatant or flagrant disregard of obligations - Where no substantial injustice if orders made - Turns on own facts

Legislation:

Corporations Act 2001 (Cth) s 708A, s 1322

Result:

Application granted

Category: B

Representation:

Counsel:

Plaintiff

B Willesee

Solicitors:

Plaintiff

Hamilton Locke

Cases referred to in decision:

Re Helios Energy Ltd [2017] FCA 840; (2017) 122 ACSR 174
Re Wave Capital Ltd [2003] FCA 969; (2003) 47 ACSR 418
Weinstock v Beck [2013] HCA 14; (2013) 251 CLR 396

HILL J:

(This judgment was delivered extemporaneously and has been edited from the transcript to include references, headings and to correct matters of grammar and expression.)

By originating process dated 11 July 2025, the plaintiff, Macro Metals Limited (Company), seeks declaratory relief pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth) (Act) to validate the quotation, offers for sale, and sale of shares, which were issued after four separate conversions of options between 27 March and 22 April 2025. An amended originating process was filed today to slightly amend the relief sought and to add an additional order seeking relief under s 1322(4)(a) of the Act to extend the timeframe within which a cleansing notice may be lodged with pursuant to s 708A(5) of the Act.
In support of its application, the Company read five affidavits, being:
(a)two affidavits of Melissa Jane Caddo, a lawyer employed by the Company's solicitors, filed 14 and 16 July 2025;
(b)an affidavit of Lisa Wynne, the secretary and chief financial officer of the Company, filed 16 July 2025; and
(c)two affidavits of Simon James Rushton, the managing director of the Company, filed 16 and 17 July 2025.
I have also had the benefit of detailed written submissions from the Company, as well as oral submissions from counsel who appeared before me this morning.
Notice of the application has been given to the Australian Securities and Investments Commission (ASIC) and the Australian Securities Exchange (ASX).[1] ASIC neither supports nor opposes the application and gave notice that it did not oppose the application.
[1] Affidavit of Melissa Jane Catto filed 16 July 2025.

Factual background

The Company is a mineral exploration, development and mining services company which owns a portfolio of iron ore and manganese assets. It was incorporated in 1980 and since 1987 has been publicly listed on the ASX.[2]
[2] Affidavit of Melissa Jane Catto filed…

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 Macro Metals Ltd

Details

AGLC: Re Macro Metals Ltd [2025] WASC 316
Case: [2025] WASC 316
Decision Date: 8 AUGUST 2025

CaseChat Overview and Summary

The applicants, Macro Metals Limited, sought extensions of time to lodge cleansing notices and declaratory relief to validate trading in securities issued without a valid cleansing notice. The company had issued securities on multiple occasions without a valid cleansing notice, leading to the dispute. The primary issue before the court was whether the applicants were entitled to the extensions and declaratory relief given the circumstances. The court had to determine if the applicants' conduct constituted a blatant or flagrant disregard of their obligations and whether granting the orders would cause substantial injustice to any other party.

The court considered the applicants' conduct and found it did not amount to a blatant or flagrant disregard of their obligations. The applicants had made efforts to comply with their obligations, albeit imperfectly. The court also noted that granting the orders would not result in substantial injustice to any other party. The applicants had acted in good faith and had taken steps to rectify the situation. The court held that the applicants' conduct warranted leniency and that the orders should be granted. The court was satisfied that the applicants' actions did not warrant a punitive approach.

The court granted the applicants' applications for extensions of time to lodge cleansing notices and declaratory relief to validate trading in securities issued without a valid cleansing notice. The court found that the applicants had not acted with a blatant or flagrant disregard of their obligations and that granting the orders would not cause substantial injustice to any other party. The court emphasised that each case turned on its own facts and that the applicants' conduct warranted leniency. The court's decision provided relief to the applicants and allowed them to continue trading in their securities without further legal complications.

Orders