Poseidon Nickel Ltd, in the matter of Poseidon Nickel Ltd [2018] FCA 1063

FEDERAL COURT OF AUSTRALIA

Poseidon Nickel Ltd, in the matter of Poseidon Nickel Ltd [2018] FCA 1063 File number: WAD 195 of 2018

Judge: COLVIN J

Date of judgment: 17 July 2018

Catchwords: CORPORATIONS – application for declarations and orders under s 1322 – where shares issued on 40 occasions in apparent contravention of disclosure requirements in s 707(3) and s 727(1) of the Corporations Act 2001 (Cth) – where almost all shares issued were on-sold within 12 months – where most share issues were under a convertible note agreement and a subscription deed – where agreement and deed each required issuer to comply with disclosure obligations and issue shares that were freely tradable – where cleansing notices could have been issued in most cases – where cleansing prospectus issued after trading – where no blatant or flagrant disregard of disclosure obligations – whether a declaration should be made that sales of shares not invalid – whether an order should be made relieving sellers of shares from civil liability – whether relief from civil liability should extend to companies issued with shares under the terms of the agreement and the deed – consideration of appropriate form of orders

Legislation: Corporations Act 2001 (Cth) ss 707, 708A, 727, 1322, Part 6D.2

Cases cited: Hall v Poolman [2007] NSWSC 1330; (2007) 215 FLR 243 NMRA Ltd v Gould (1995) 18 ACSR 290 Re Allied Resources Partners Pty Ltd [2017] FCA 1451 Re Caeneus Minerals Ltd [2018] FCA 560 Re Castillo Copper Ltd [2018] FCA 602 Re Clancy Exploration Ltd [2018] FCA 569 Re EHR Resources Ltd [2018] FCA 997 Re European Lithium Ltd [2017] FCA 894 Re Golden Gate Petroleum Ltd [2010] FCA 40 Re ICandy Interactive Ltd [2018] FCA 533 Re Spectrum Rare Earths Ltd [2017] FCA 883 Re Wangle Technologies Ltd [2018] FCA 864 Re Wave Capital Ltd [2003] FCA 969 Trevor v Southern Equities Corporation Ltd [1998] WASC 149 Weinstock v Beck [2013] HCA 14; (2013) 251 CLR 396