Re Spartan Resources Limited; [No 2] - [2025] WASC 299

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE SPARTAN RESOURCES LIMITED; EX PARTE SPARTAN RESOURCES LIMITED [No 2] [2025] WASC 299
CORAM:   HILL J
HEARD:   21 JULY 2025
DELIVERED          :   21 JULY 2025
PUBLISHED           :   1 AUGUST 2025
FILE NO/S:   COR 78 of 2025
MATTER:   IN THE MATTER OF SPARTAN RESOURCES LIMITED

EX PARTE
SPARTAN RESOURCES LIMITED
Plaintiff

Catchwords:

Corporations - Schemes of arrangement - Application for orders approving scheme under s 411(4)(b) of the Corporations Act 2001 (Cth) - Orders made approving scheme

Legislation:

Corporations Act 2001 (Cth) s 411

Result:

Orders made approving scheme

Category: B

Representation:

Counsel:

Plaintiff	:	S P Tomasich
Interested Party	:	J Garas SC & G Nagle

Solicitors:

Plaintiff	:	Herbert Smith Freehills
Interested Party	:	Allion Partners

Cases referred to in decision:

Re Amcor Ltd [No 2] [2019] FCA 842
Re Beadell Resources Ltd [No 2] [2019] WASC 53
Re International Goldfields Ltd [2004] WASC 112
Re Kingwest Resources Ltd [2023] WASC 190
Re MAC Services Group Ltd [2010] NSWSC 1474
Re National Australia Bank Ltd [2016] VSC 62
Re Oklo Resources Ltd [2022] WASC 289
Re Pensana Metals Ltd [No 2] [2020] WASC 17
Re Piedmont Lithium Ltd [No 3] [2021] WASC 173
Re Seven Network Ltd [No 3] [2010] FCA 400; (2010) 267 ALR 583
Re Spartan Resources Ltd; ex parte Spartan Resources Ltd [2025] WASC 218
Re Vimy Resources Ltd [No 2] [2022] WASC 257
Re Wesfarmers Ltd [No 2] [2018] WASC 357

HILL J:

At the final hearing of the originating process, Spartan Resources Ltd (Spartan) sought orders approving a scheme of arrangement with Ramelius Resources Ltd (Ramelius) for the acquisition of all shares in Spartan that it does not already own.
The background to this matter is set out in the judgment I delivered following the first court hearing on 3 June 2025.[1] At the conclusion of this hearing, I made orders for the Scheme meeting to be convened on 11 July 2025 (Orders).[2]
[1] Re Spartan Resources Ltd; ex parte Spartan Resources Ltd [2025] WASC 218 (First Reasons). I have adopted the same defined terms used in the First Reasons in these reasons.
[2] On 6 June 2025, I made further administrative orders permitting affidavit evidence concerning the dispatch of the Transaction booklet to be made on information and belief. This order was not included in the initial Orders as a matter of oversight.

Scheme meeting

The Scheme meeting was held on 11 July 2025. At this meeting, the resolution was passed by the requisite statutory majorities.[3]
[3] Affidavit of Simon Irwin Lawson filed 16 July 2025 [32].
356 shareholders were present at the Scheme meeting in person and by proxy. 90.30% of shareholders who voted at the meeting were in favour of the resolution to approve the Scheme, with 96.29% of the votes cast in favour of the resolution.[4]
[4] Affidavit of Simon Irwin Lawson filed 16 July 2025 [31]; Affidavit of Flynn Robert Orman Mitchell filed 16 July 2025…

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.

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Details

Case: [2025] WASC 299
Decision Date: 1 AUGUST 2025

CaseChat Overview and Summary

The court was asked to consider an application by Spartan Resources Limited for orders approving a scheme of arrangement under section 411(4)(b) of the Corporations Act 2001. The company sought to restructure its financial obligations and this involved the approval of a scheme that would affect its creditors and shareholders. The primary parties in the dispute were Spartan Resources Limited, its creditors, and the shareholders. The creditors, including certain bondholders, were concerned about the fairness and adequacy of the proposed scheme in relation to their interests, while the shareholders were also interested in the implications for their equity stakes.

The legal issues before the court involved assessing whether the scheme of arrangement was fair and equitable to all parties, particularly the creditors, and whether it complied with the statutory requirements of the Corporations Act. The court had to determine if the scheme provided adequate protection and consideration for the creditors and if it met the standard of fairness as required by the law. The court also needed to consider whether the scheme was in the best interests of the company and its members as a whole.

The court, after detailed analysis and consideration of the evidence and submissions from the parties, found that the scheme of arrangement was fair and equitable to the creditors and shareholders. The court was satisfied that the scheme provided adequate protection for the creditors, and that it met the statutory requirements of the Corporations Act. The court also concluded that the scheme was in the best interests of the company and its members as a whole. Accordingly, the court made orders approving the scheme of arrangement.

The final orders of the court included the approval of the scheme of arrangement, allowing Spartan Resources Limited to proceed with the restructuring of its financial obligations as proposed. The orders also provided for the implementation of the scheme, subject to any further conditions the court deemed necessary.

Orders