Blackthorn Resources Limited, in the matter of Blackthorn Resources Limited [2014] FCA 1115

FEDERAL COURT OF AUSTRALIA

Blackthorn Resources Limited, in the matter of Blackthorn Resources Limited [2014] FCA 1115 Citation: Blackthorn Resources Limited, in the matter of Blackthorn Resources Limited [2014] FCA 1115

Parties: BLACKTHORN RESOURCES LIMITED

File number(s): NSD 932 of 2014

Judge(s): JAGOT J

Date of judgment: 13 October 2014

Legislation: Corporations Act 2001 (Cth) ss 411, 1319 Corporations Regulations 2001 (Cth) Federal Court (Corporations) Rules 2000 (Cth) r 3.4 US Securities Act of 1933 § 3(a)(10)

Cases cited: FT Eastment & Sons Pty Ltd v Metal Roof Decking Supplies Pty Ltd (1977) 3 ACLR 69

Date of hearing: 13 October 2014

Place: Sydney

Division: GENERAL DIVISION

Category: No Catchwords

Number of paragraphs: 9

Counsel for the Plaintiff: M Oakes SC

Solicitor for the Plaintiff: Minter Ellison

IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 932 of 2014

IN THE MATTER OF BLACKTHORN RESOURCES LIMITED BLACKTHORN RESOURCES LIMITED

Plaintiff

JUDGE: JAGOT J DATE OF ORDER: 13 OCTOBER 2014 WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to subsection 411 (1) and section 1319 of the Corporations Act 2001 (Cth) (Act): (i) the Plaintiff, Blackthorn Resources Limited (Blackthorn), convene a meeting of Blackthorn shareholders (Scheme Meeting) for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed between Blackthorn and the said shareholders (Scheme) being the Scheme substantially in the form of that contained in the explanatory statement in relation to the Scheme (Scheme Booklet), which is Exhibit 1 in the proceeding; (ii) the Scheme Meeting be held on Friday, 21 November 2014 at the offices of Computershare Investor Services Pty Limited, Level 4, 60 Carrington Street, Sydney in the State of New South Wales; (iii) the Chairperson of the Scheme Meeting be Michael Carl Oppenheimer and, in his absence, Mark Alexander Mitchell; (iv) the Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion; (v) except for procedural motions, all voting at the Scheme Meeting be by poll as declared by the Chairperson; and (vi) the Scheme Booklet and a proxy form in respect of the Scheme Meeting substantially in the form of the document which is at Tab 10 to Exhibit "CEB1" of the affidavit of Christopher Effield Brown sworn on 9 October 2014 (Proxy Form) is approved for distribution to Blackthorn shareholders; 2. Pursuant to section 1319 of the Act, on or before 21 October 2014 there be dispatched to: (i) each Blackthorn shareholder who has nominated an electronic address for the purposes of receiving notices of meeting from Blackthorn, at such address, an email substantially in the form of the document annexed at "HP1" to the affidavit of Helen Potbury sworn on 9 October 2014, including PURL links to the Scheme Booklet and Proxy Form; and (ii) each other Blackthorn shareholder, by hand at, or prepaid post or courier to, the address of that Blackthorn shareholder as set out in the register of members of Blackthorn, a copy of the Scheme Booklet and Proxy Form; 3. Regulations 5.6.12 and 5.6.14 to 5.6.36A of the Corporations Regulations 2001 (Cth) will not apply to the Scheme Meeting; 4. Notice of the hearing of an application pursuant to subsection 411(4)(b) of the Act for orders approving the scheme of arrangement be published by an advertisement in The Australian newspaper substantially in the form of "Annexure A" to this order, such advertisement to be published on or before 20 November 2014, and Blackthorn be otherwise exempted from compliance with rule 3.4 of the Federal Court (Corporations) Rules 2000 (Cth); 5. The Originating Application filed on 12 September 2014 is adjourned to 9:30 am on 26 November 2014; and 6. Liberty to apply on 2 days' notice. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.