Re Silver Lake Resources Ltd

Silver Lake Resources Limited sought a declaration validating the trading of its shares, issued to certain persons, which occurred without compliance with disclosure requirements under the Corporations Act 2001 (Cth). The company had failed to issue a cleansing notice as required by section 708A(5)(e) of the Act, and the trading of the shares did not comply with section 707(3) of the Act. The court was required to determine whether it should declare the trading of the shares to be valid, notwithstanding the failure to comply with these statutory provisions.

The court considered the purpose of the disclosure requirements under section 707(3) of the Act, which is to ensure that information about the trading of securities is made available to the market. However, the court also noted that the primary responsibility for compliance with the disclosure requirements rests with the company. The court found that the failure to issue a cleansing notice and to comply with the disclosure requirements did not necessarily result in substantial injustice to the persons who traded the shares. The court also considered the discretion provided under section 1322(4) of the Act to declare the trading to be valid.

The court determined that the failure to comply with the statutory provisions did not render the trading of the shares invalid, and that the sellers of the shares should be relieved from any civil liability arising out of the contravention of the Act. The court made orders declaring that the trading of the shares was valid, relieving the sellers from any civil liability, and requiring the company to publish an announcement to the Australian Securities Exchange. Any person who suffered substantial injustice as a result of the orders had the right to apply to the court to vary or discharge the orders. The court made no orders as to costs.

In summary, the court validated the trading of the shares issued by Silver Lake Resources Limited, despite the company's failure to comply with certain statutory provisions. The court exercised its discretion under section 1322(4) of the Act to declare the trading to be valid, and to relieve the sellers from any civil liability. The company was required to publish an announcement to the Australian Securities Exchange, and any person who suffered substantial injustice had the right to apply to the court to vary or discharge the orders.