Ellendale Resources NL, in the matter of Ellendale Resources NL [2008] FCA 530

FEDERAL COURT OF AUSTRALIA

Ellendale Resources NL, in the matter of Ellendale Resources NL [2008] FCA 530

CORPORATIONS LAW – orders under s 411(1) Corporations Act 2001 (Cth) to convene meetings of members and option holders to consider proposed scheme of arrangement – proposed scheme at the preliminary stage appears fair and reasonable. Corporations Act 2001 (Cth), ss 411, 412. IN THE MATTER OF ELLENDALE RESOURCES NL(ACN 061 836 708) ELLENDALE RESOURCES NL (ACN 061 836 708)

WAD37 OF 2008

GILMOUR J

8 APRIL 2008

PERTH

IN THE FEDERAL COURT OF AUSTRALIA

WESTERN AUSTRALIA DISTRICT REGISTRY WAD37 OF 2008

IN THE MATTER OF ELLENDALE RESOURCES NL

(ACN 061 836 708)

ELLENDALE RESOURCES NL

(ACN 061 836 708)

Plaintiff

JUDGE: GILMOUR J

DATE OF ORDER: 8 APRIL 2008

WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. Leave be given to the applicant to convene a meeting ("Shareholders Meeting") of each person registered as a holder of ordinary shares issued by the applicant ("Shareholder") as at 10.30 am (WST) 13 May 2008 ("Relevant Time") for the purpose of considering and, if thought fit, approving (with or without amendment) the proposed scheme of arrangement ("Proposed Share Scheme") which is Appendix 2 of the Explanatory Statement, being annexure DMM-6 to the affidavit of David Maxwell McArthur sworn 25 February 2008 ("Explanatory Statement"), such meeting to be held on 15 May 2008 at 10.00 am (EST) at Level 2, 90 William Street, Melbourne, Victoria. 2. Leave be given to the applicant to convene a meeting ("Optionholders Meeting") of each person registered as a holder of an option issued by the applicant exercisable at $0.20 each on or before 31 May 2012 ("Optionholder") as at the Relevant Time for the purpose of considering and, if thought fit, approving (with or without amendment) the proposed scheme of arrangement which is Appendix 3 of the Explanatory Statement ("Proposed Option Scheme"), such meeting to be held on 15 May 2008 at 10.30 am (EST) (or as soon as possible after the conclusion of the Shareholders Meeting) at Level 2, 90 William Street, Melbourne, Victoria. 3. The Shareholders Meeting be convened, held and conducted: (a) in accordance with the provisions of Part 2G.2 of the Corporations Act 2001 (Cth) (Act) that apply to members of a company and the provisions of the applicant's Constitution that are not inconsistent therewith and that apply to meetings of members; and (b) to the extent applicable, in accordance with Corporations Regulations 5.6.12 to 5.6.36A. 4. The Optionholders Meeting be convened, held and conducted: (a) in accordance with the provisions of Part 2G.2 of the Act that apply to members of a company and the provisions of the applicant's Constitution that are not inconsistent therewith and that apply to meetings of creditors; (b) on the basis that a quorum for the purpose of the Optionholders Meeting shall be 2 Optionholders, present in person or by proxy or attorney and otherwise as if such Optionholders were a separate class of members; (c) on the basis that each Option shall carry one vote by person, proxy or attorney; and (d) to the extent applicable, in accordance with Corporations Regulations 5.6.12 to 5.6.36A. 5. That Mr Mark Edward Elliott, or failing him, Mr Mark Gregory Kerr, be appointed to act as Chairman of the Shareholders Meeting and of the Optionholders Meeting. 6. That Mr Mark Edward Elliott, or failing him, Mr Mark Gregory Kerr, is to report the results of the Shareholders Meeting and of the Optionholders Meeting to this Honourable Court. 7. The Explanatory Statement amended in the manner referred to in Appendix "A" hereto, being an explanatory statement required by s 412(1)(a) of the Act, be and is hereby approved (subject to any minor amendments required or approved by ASIC for the purposes of registration thereof under s 412(6) of the Act) which contains: (a) a letter from the chairman of the applicant; (b) an overview of the Schemes (Section 1); (c) a summary of the key features of the Schemes (Section 2); (d) an outline of the reasons for the Scheme (Section 3); (e) details of the implementation of the Schemes (Section 4); (f) considerations for scheme participants (Section 5); (g) background information on the applicant (Section 6); (h) background information on Hawthorn Resources Ltd (Section 7); (i) risks associated with the Schemes (Section 8); (j) taxation information for scheme participants (Section 9); (k) additional information on the Schemes (Section 10); (l) the merger implementation agreement entered between the applicant and Hawthorn Resources Ltd (Appendix 1) (m) the scheme of arrangement to be made between the applicant and its members (Appendix 2); (n) the scheme of arrangement to be made between the applicant and its optionholders (Appendix 3); (o) a deed poll entered into by Great Gold Mines NL (which has since changed its name and status to Hawthorn Resources Ltd) (Appendix 4); (p) notice of the Shareholders Meeting and Optionholders Meeting and the relevant proxy forms (Appendix 5 and Appendix 6 respectively); and (q) an independent expert's report prepared by DMR Corporate Pty Ltd (Appendix 7). 8. The applicant shall dispatch the Explanatory Statement to the Shareholders and Optionholders whose address is in the register maintained by Computershare Investor Services Pty Limited as at 10.30 am (WST) on 13 April 2008 within Australia by ordinary pre-paid post on or before 15 April 2008. 9. The attached notice (for the purpose of this order marked "B") be inserted in the public notices column of "The Australian", "The West Australian" and "The Courier-Mail", such advertisements to be published on or before 16 April 2008. 10. The attached notice (for the purpose of this order marked "C") be inserted in the public notices column of "The Australian", "The West Australian" and "The Courier-Mail", such advertisements to be published on or before 16 April 2008. 11. The attached notice (for the purpose of this order marked "D") be inserted in the public notices column of "The Australian", "The West Australian" and "The Courier-Mail", such advertisements to be published on or before 16 May 2008. 12. Subject to approval of the Proposed Share Scheme and the Proposed Option Scheme convened under Orders 1 and 2 above, leave is granted to make an application for orders under Sub-sections 411(4) and (6) of the Act following the Shareholders Meeting and the Optionholders Meeting, on 23 May 2008 for approval of the Share Scheme and the Option Scheme.