Base Resources Limited, in the matter of Base Resources Limited [2024] FCA 1069

Federal Court of Australia

Base Resources Limited, in the matter of Base Resources Limited [2024] FCA 1069 File number(s): WAD 191 of 2024

Judgment of: MCELWAINE J

Date of judgment: 12 September 2024

Catchwords: SCHEMES OF ARRANGEMENT- second Court hearing- order sought under s 411(1) of the Corporations Act 2001 (Cth)- form of orders where intention to apply for an exemption under US Securities Exchange Act 1933-scheme approved-no issue of principle-orders made

Legislation: Corporations Act 2001 (Cth) Federal Court (Corporations) Rules 2000 (Cth) Securities Act of 1933 (US)

Cases cited: Alumina Ltd, in the matter of Alumina Limited [2024] FCA 806

Division: General Division

Registry: Western Australia

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Number of paragraphs: 23

Date of hearing: 12 September 2024

Counsel for the Plaintiff: A Papamatheos

Interested Party: J Park

ORDERS WAD 191 of 2024 IN THE MATTER OF IN THE MATTER OF BASE RESOURCES LIMITED ACN 125 546 910 BASE RESOURCES LIMITED ACN 125 546 910 Plaintiff

order made by: MCELWAINE J DATE OF ORDER: 12 September 2024

OTHER MATTERS A. There has been produced to the Court a statement in writing by the Australian Securities & Investments Commission (ASIC) in accordance with section 411(17)(b) of the Corporations Act 2001 (Cth) (Act) that ASIC has no objection to the proposed scheme of arrangement which was agreed to by the shareholders of the plaintiff at a meeting on 5 September 2024, (Scheme), a copy of which Scheme was substantially in the form set out in annexure SWR-11 to the second affidavit of Simon William Reed sworn on 31 July 2024 (Second Reed Affidavit) before this Court at the first hearing on 1 August 2024. B. It is the intention of Energy Fuels Inc. (Energy Fuels) and the plaintiff to rely on Section 3(a)(10) of the United States Securities Act of 1933, as amended (U.S. Securities Act), and that the declaration of the fairness of, and the approval of, the Scheme, by the Court will serve as a basis for reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act, from the registration requirements otherwise imposed by that Act, regarding the issuance and distribution of securities of Energy Fuels, pursuant to the Scheme. C. The Court notes the following matters: a. the Court was advised before commencement of the approval hearing that Energy Fuels and the plaintiff intend to rely upon the exemption provided by Section 3(a)(10) of the U.S. Securities Act on the basis of the Court's approval of the Scheme; b. the Court has been informed of the securities to be offered as scheme consideration, and an independent expert report has valued those securities and concluded that the proposal is in the best interests of the plaintiff's shareholders; c. the Court, as it is statutorily required to do, has held a hearing to consider the procedural and substantive fairness and reasonableness of the proposed Scheme; and d. that hearing was open to the public, and any person to whom Energy Fuels shares are to be issued had standing to appear. Notice of the date of that hearing was included in the Scheme Booklet sent to all shareholders, and it was included in the Notice of the second Court hearing. THE COURT ORDERS THAT: 1. Pursuant to section 411(4)(b) of the Act, the scheme of arrangement between the plaintiff and the holders of fully paid ordinary shares in the capital of the plaintiff, as set out in annexure SWR-11 to the Second Reed Affidavit, is approved. 2. Pursuant to section 411(12) of the Act, the plaintiff be exempted from compliance with section 411(1) of the Act in respect of the Scheme. 3. The plaintiff must lodge an office copy of these orders with ASIC on or before 13 September 2024. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.