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Re Matador Mining Ltd

Re Matador Mining Ltd

Case [2021] WASC 132 4 May 2021

Corporations Act 2001 (Cth)

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JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE MATADOR MINING LTD; EX PARTE MATADOR MINING LTD [2021] WASC 132
CORAM:   HILL J
HEARD:   15 MARCH 2021
DELIVERED          :   15 MARCH 2021
PUBLISHED           :   4 MAY 2021
FILE NO/S:   COR 44 of 2021
MATTER:   IN THE MATTER OF MATADOR MINING LTD

EX PARTE
MATADOR MINING LTD
Plaintiff

Catchwords:

Corporations - Application for orders under s 1322 of Corporations Act 2001 (Cth) - Failure of company to have shareholder nominate auditor prior to annual general meeting - Failure of company to resolve to appoint auditor at annual general meeting - Where no blatant or flagrant disregard of obligations - Whether orders should be made relieving officers of civil liability - Appropriate form of orders

Corporations - Securities - Application for orders extending period for admission to quotation of securities - Where no blatant or flagrant disregard of obligations - Where no substantial injustice if orders made

Corporations - Securities - Application for orders that sales of securities issued on conversion of options without cleansing notice not invalid - Application for orders that shares issued under prospectus are valid - Where some of shares traded prior to issue of cleansing prospectus - Where no blatant or flagrant disregard of obligations - Where no substantial injustice if orders made

Legislation:

Corporations Act 2001 (Cth), s 254E, s 327B, s 327C, s 328A, s 328B, s 706, s 707, s 708A, s 708AA, s 1322

Result:

Application allowed

Category: B

Representation:

Counsel:

Plaintiff

AJ Papamatheos & A Pieniazek

Solicitors:

Plaintiff

Allens

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

Blaze Asset Pty Ltd v Target Energy Ltd [2009] FCA 698; (2009) 177 FCR 488
Cordiant Communications (Australia) Pty Ltd v Communications Group Holdings Pty Ltd [2005] NSWSC 1005; (2005) 55 ACSR 185
Gofur v Bangladesh Islamic Centre of NSW (BIC) [2020] NSWSC 652
Re Austsino Resources Group Ltd [2018] FCA 883
Re Bellevue Gold Ltd [2021] WASC 80
Re Caeneus Minerals Ltd [2018] FCA 560
Re Classic Minerals Ltd [2018] FCA 2039
Re G8 Communications Ltd [2016] FCA 297; (2016) 112 ACSR 22
Re Golden Gate Petroleum Ltd [2010] FCA 40; (2010) 77 ACSR 17
Re Helios Energy Ltd [2017] FCA 840; (2017) 122 ACSR 174
Re ICandy Interactive Ltd [2018] FCA 533; (2018) 125 ACSR 369
Re Jaxsta Ltd [2018] WASC 390
Re Murray River Organics [2019] FCA 931; (2019) 138 ACSR 365
Re New Century Resources Ltd [2021] WASC 86
Re Poseidon Nickel Ltd [2018] FCA 1063; (2018) 129 ACSR 57
Re Solco Ltd [2015] FCA 635; (2015) 106 ACSR 591
Re Wave Capital Ltd [2003] FCA 969; (2003) 47 ACSR 418
Weinstock v Beck [2013] HCA 14; (2013) 251 CLR 396

HILL J:

On 12 March 2021, the plaintiff, Matador Mining Ltd (Matador), filed an originating process seeking orders under s 1322 of the Corporations Act 2001 (Cth) (Act) relating to contraventions of s 327B(1)(b), s 327C(2), s…

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 Matador Mining Ltd

Details

AGLC: Re Matador Mining Ltd [2021] WASC 132
Case: [2021] WASC 132
Decision Date: 4 MAY 2021

CaseChat Overview and Summary

The case of Re Matador Mining Ltd involved an application under section 1322 of the Corporations Act 2001, where the company sought relief from the court for its failure to have a shareholder nominate an auditor prior to its annual general meeting, and its subsequent failure to resolve to appoint an auditor at the meeting. The application also sought orders to extend the period for the admission to quotation of securities, as well as orders validating the sale of securities issued on the conversion of options without a cleansing notice, and shares issued under a prospectus despite some shares being traded prior to the issue of a cleansing prospectus.

The court was required to determine whether the company's actions constituted a blatant or flagrant disregard of its obligations under the Corporations Act, and if not, whether it was just and equitable to relieve the officers of the company from civil liability. The court also needed to consider whether the granting of the orders would cause substantial injustice to any party.

In its judgment, the court found that the company's failure to have a shareholder nominate an auditor, and its failure to resolve to appoint an auditor at the annual general meeting, did not amount to a blatant or flagrant disregard of its obligations. The court held that it was just and equitable to relieve the officers from civil liability, and made orders relieving them of such liability. The court also found that there would be no substantial injustice if orders were made to extend the period for the admission to quotation of securities, as the delay was not due to any fault or negligence on the part of the company. Finally, the court found that there would be no substantial injustice if orders were made validating the sale of securities issued on the conversion of options without a cleansing notice, and the issuance of shares under a prospectus despite some shares being traded prior to the issue of a cleansing prospectus, as the company had not acted in a blatantly or flagrantly disregardful manner.

The court made orders relieving the officers of the company from civil liability, extending the period for the admission to quotation of securities, and validating the sale of securities issued on the conversion of options without a cleansing notice, as well as shares issued under a prospectus.

Orders