Adamus Resources Limited, in the matter of Adamus Resources Limited [2011] FCA 1324

FEDERAL COURT OF AUSTRALIA

Adamus Resources Limited, in the matter of Adamus Resources Limited [2011] FCA 1324 Citation: Adamus Resources Limited, in the matter of Adamus Resources Limited [2011] FCA 1324

Party: ADAMUS RESOURCES LIMITED (ACN 094 543 398)

File number: WAD 402 of 2011

Judge: SIOPIS J

Date of judgment: 21 October 2011

Date of Corrigendum: 28 November 2011

Catchwords: CORPORATIONS – scheme of arrangement – exclusivity provision – break fee.

Legislation: Corporations Act 2001 (Cth) s 411(1)

Cases cited: Re Hills Motorway Limited (2002) 43 ACSR 101

Date of hearing: 21 October 2011

Place: Perth

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 22

Counsel for the Plaintiff: Mr SK Dharmananda SC

Solicitor for the Plaintiff: Allion Legal

FEDERAL COURT OF AUSTRALIA

Adamus Resources Limited, in the matter of Adamus Resources Limited [2011] FCA 1324 CORRIGENDUM 1. In the cover sheet to the Reasons for Judgment, add after "Mr SK Dharmananda SC", "and Mr AJ Papamatheos". I certify that the preceding one (1) numbered paragraph is a true copy of the Reasons for Judgment herein of the Honourable Justice Siopis.

Associate: Dated: 28 November 2011 IN THE FEDERAL COURT OF AUSTRALIA WESTERN AUSTRALIA DISTRICT REGISTRY GENERAL DIVISION WAD 402 of 2011

IN THE MATTER OF ADAMUS RESOURCES LIMITED (ACN 094 543 398) ADAMUS RESOURCES LIMITED (ACN 094 543 398)

Plaintiff

JUDGE: SIOPIS J DATE OF ORDER: 21 OCTOBER 2011 WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Corporations Act): (a) Adamus Resources Limited (ACN 094 543 398) (Adamus) convene a meeting (Scheme Meeting) of the holders of ordinary shares in Adamus (Adamus Shareholders), other than the holders of Excluded Shares in respect of those Excluded Shares, for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between Adamus and Adamus Shareholders (Scheme), being the scheme substantially in the form of the draft contained in the scheme booklet containing the Explanatory Statement in relation to the Scheme, being Tab 5 of Exhibit "SR2" of the affidavit of Simon Rear of 20 October 2011 in these proceedings, as supplemented by the amendments in Annexure "SR3" of the affidavit of Simon Rear of 21 October 2011 (Scheme Booklet). (b) The Scheme Meeting be held at 10.00 am (WST) on 28 November 2011, at the Heritage Boardroom, The Melbourne Hotel, Cnr Hay and Milligan Streets, Perth WA. (c) The Chairperson of the Scheme Meeting be Mr Peter William Rowe, and in his absence, Mr Martin Richard Reed. (d) The Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion. (e) All voting at the Scheme Meeting be by poll as declared by the Chairperson. (f) At the Scheme Meeting, a person will be entitled to one vote for each Adamus share that the person is registered as holding at 7.00 pm (AEDST) on 26 November 2011. (g) The Explanatory Statement in the Scheme Booklet for the Scheme be approved for distribution to Adamus Shareholders. (h) There be dispatched to each Adamus Shareholder: (i) a covering letter; (ii) a document substantially in the form of the Scheme Booklet, which includes the Explanatory Statement; (iii) a proxy form for the Scheme Meeting; and (iv) a reply paid (for use in Australia only) envelope addressed to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 Australia, for the return of the proxy form, in the case of each Adamus Shareholder who has a registered address in Australia, by prepaid post and, in the case of each Adamus Shareholder who has a registered address outside Australia, by prepaid airmail or air courier, in each case addressed to the relevant address set out in the Adamus register of members or to the extent a shareholder has so nominated under section 249J(3A) of the Corporations Act to receive electronic notification of notices of meetings, Adamus will give notice of the Scheme Meeting and the Scheme Booklet by such electronic means. (i) The time by which the Adamus Shareholders must return their proxy forms for the Scheme Meeting be 10.00 am (WST) on 26 November 2011. (j) Adamus place an advertisement in The Australian and The West Australian newspapers, substantially in the form of "Annexure A" to these orders, on or before 29 November 2011 and Adamus shall otherwise be exempted from the requirement to publish the notice of the hearing of the application to approve the Scheme at least 5 days before the date fixed for the hearing of the application, in each case, pursuant to rule 3.4(3) of the Federal Court (Corporations) Rules 2000 (Cth). (k) Subject to these orders, the Scheme Meeting shall be convened and conducted so far as is practicable in accordance with: (i) such provisions of Part 2G.2 of the Corporations Act (other than a provision referred to as a replaceable rule which is not a mandatory rule for public companies) as would be applicable if the Scheme Meeting was a general meeting of Members; and (ii) such provisions of the Plaintiff's constitution as would be applicable if the Scheme Meeting was a general meeting of Members, except to the extent that those provisions are inconsistent with Part 2G.2 of the Corporations Act. 2. In these orders, an Excluded Share is a fully paid ordinary share in Adamus held by Endeavour or its Related Bodies Corporate (as defined in section 50 of the Corporations Act). 3. Pursuant to section 1319 of the Corporations Act, Adamus be exempted from compliance with the requirements of rule 2.15 of the Federal Court (Corporations) Rules 2000 save that regulation 5.6.13 of the Corporations Regulations 2001 shall apply to Adamus. 4. The Scheme and the Scheme Booklet be confidential to the plaintiff on the Court file until the Explanatory Statement in the Scheme Booklet has been registered with the Australian and Investments Securities Commission in accordance with section 412(6) of the Corporations Act. 5. The proceedings be stood over to 2 December 2011 at 10.00 am before Justice Siopis for the hearing of any application to approve the Scheme. 6. Liberty to restore to the list. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.