CITATION: RE OKLO RESOURCES LTD; EX PARTE OKLO RESOURCES LTD [2022] WASC 289
CORAM: HILL J
HEARD: 28 JULY 2022
DELIVERED : 28 JULY 2022
FILE NO/S: COR 131 of 2022
MATTER: IN THE MATTER OF OKLO RESOURCES LTD
EX PARTE
OKLO RESOURCES LTD
Plaintiff
B2GOLD CORP
Interested Party
Catchwords:
Corporations law - Scheme of arrangement - Application for orders convening scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) - Whether requirements to order scheme meeting are satisfied - Orders made convening scheme meeting
The plaintiff, Oklo Resources Limited (Oklo) is an Australian public company listed on the Australian Securities Exchange (ASX). On 26 May 2022, Oklo entered into a Scheme Implementation Deed (SID) with B2Gold Corp (a company incorporated in British Columbia, Canada) (B2Gold), which was announced to the ASX on the same date.[1] It is proposed that B2Gold, through its wholly owned subsidiary B2Gold Oklo Resources Pty Ltd, will acquire all the issued ordinary shares in Oklo for a combination of cash ($0.0525)…
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 Oklo Resources Ltd
Sign in free to access the full text
Details
AGLC
Re Oklo Resources Ltd [2022] WASC 289
Case
[2022] WASC 289
Decision Date
CaseChat Overview and Summary
In the Supreme Court of Western Australia, Oklo Resources Limited (Oklo) sought orders under the Corporations Act 2001 (Cth) (Act) to convene a meeting of its members to consider and vote on the proposed scheme of arrangement (Scheme) for the acquisition of all issued ordinary shares in Oklo by B2Gold Corp (B2Gold). The proposed Scheme would see B2Gold acquire all of the issued ordinary shares in Oklo, with Oklo becoming a wholly owned subsidiary of B2Gold. The Scheme meeting was scheduled for 1 September 2022. The application came before Hill J, who made orders pursuant to s 411(1) of the Act to convene the meeting of Oklo's members to consider and vote on the proposed Scheme. Hill J found that the proposed Scheme was one that sensible businesspeople might consider to be of benefit to Oklo's members and was fit for consideration by the members. Hill J was satisfied that the formal matters that Oklo had to prove were satisfied. These included that the Scheme was bona fide and properly proposed and that ASIC had had at least 14 days' notice of the proposed hearing date and a reasonable opportunity to examine the terms of the scheme and the scheme booklet and make submissions. Hill J was also satisfied that the disclosure in the Scheme booklet was proper and that the Scheme booklet contained the prescribed information.