Ausam Resources Limited ABN 12 090 935 738 [2004] FCA 823

FEDERAL COURT OF AUSTRALIA

Ausam Resources Limited ABN 12 090 935 738 [2004] FCA 823 CORPORATIONS – scheme of arrangement – application for order for convening of shareholders' meetings – possible benefits and risks – matter for consideration by shareholders – order for shareholders' meeting made – Board resolutions relating to proposed scheme of arrangement – number of Australian resident directors less than statutory minimum – application for validation of resolutions – contravention outside control of company – validation order made Corporations Act 2001 (Cth) s 201A, subs 1322(4), subs 1322(6) Re Continental Pacific Insurance Co [2002] NSWSC 789 cited AUSAM RESOURCES LIMITED (ABN 12 090 935 738) W94 OF 2004 FRENCH J 26 MAY 2004 PERTH

IN THE FEDERAL COURT OF AUSTRALIA

WESTERN AUSTRALIA DISTRICT REGISTRY W94 OF 2004

In the matter of Section 411(1) of the Corporations Act 2001 (Cth)

IN THE MATTER of AUSAM RESOURCES LIMITED

ABN 12 090 935 738

AUSAM RESOURCES LIMITED

ABN 12 090 935 738

Plaintiff

JUDGE: FRENCH J

DATE OF ORDER: 26 MAY 2004

WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. Pursuant to s1322(4)(a) of the Corporations Act 2001 (Cth) (Corporations Act), that the resolutions passed by the Plaintiff's board of directors on:

(a) 16 April 2004; and

(b) 10 May 2004,

be declared valid subject to the Plaintiff filing by close of business tomorrow an affidavit verifying the relationship of all resolutions passed on 16 April 2004 to the proposed scheme.

2. Pursuant to s 411(1) of the Corporations Act, that a meeting of shareholders of the Plaintiff (Court-ordered meeting) be convened for the purpose of considering, and if thought fit approving (with or without modification), the scheme of arrangement between the Plaintiff and its shareholders referred to in par 4 of the affidavit of Anthony Orum Sheppard, sworn on 10 May 2001 (1st Sheppard Affidavit).