Austpac Resources N.L., in the matter of Austpac Resources N.L. [2023] FCA 108

Federal Court of Australia Austpac Resources N.L., in the matter of Austpac Resources N.L. [2023] FCA 108 File number(s): NSD 369 of 2022

Judgment of: GOODMAN J

Date of judgment: 21 February 2023

Catchwords: CORPORATIONS – application for relief pursuant to s 1322 of the Corporations Act 2001 (Cth) – share placements made without proper disclosure to investors – ineffective cleansing notices lodged with the Australian Securities Exchange and failure to satisfy a pre-condition to the operation of a Class Order – relief in the form of a declaration as to the validity of subsequent transfers of the shares and an order relieving on-sellers from civil liability – whether order relieving on-sellers from civil liability should extend to: (1) the plaintiff's former company secretary who had responsibility to ensure that the plaintiff met its disclosure requirements and did not disclose that many of the shares had been placed with a company he controlled; (2) that company.

Legislation: Corporations Act 2001 (Cth), ss 706, 707, 708, 708A, 708AA, 727, 1322, 1325

Cases cited: Re Austpac Resources N.L. [2010] NSWSC 1438 Re Golden Rim Resources Ltd [2019] FCA 1206; (2019) 138 ACSR 134 Re ICandy Interactive Ltd [2018] FCA 533; (2018) 125 ACSR 369 Re Murray River Organics Ltd [2019] FCA 931; (2019) 138 ACSR 365 Re Poseidon Nickel Ltd [2018] FCA 1063; (2018) 129 ACSR 57 Re Superior Resources Ltd [2020] FCA 635; (2020) 144 ACSR 677

Division: General Division

Registry: New South Wales

National Practice Area: Commercial and Corporations