Golden Rim Resources Ltd, in the matter of Golden Rim Resources Ltd [2019] FCA 1206

Golden Rim Resources Ltd, in the matter of Golden Rim Resources Ltd [2019] FCA 1206

The court found that the omission to lodge cleansing notices was inadvertent, all parties acted honestly, it was just and equitable to make the orders, and no substantial injustice had been or was likely to be caused; thus, the court validated the share sales and relieved sellers from civil liability under s 1322(4) of the Corporations Act.

Parties
Plaintiff: Golden Rim Resources Ltd
Jurisdiction
Australia
Judgment Date
02 August 2019
Procedural Posture
Application Under S 1322(4) Corporations Act / Final Judgment
Outcome
Relief granted; share sales validated; sellers relieved from civil liability; no order as to costs.
Legal Topics
Declaratory Relief, Validation of Share Sales, Relief From Civil Liability, Cleansing Notices, Disclosure to Investors
Corporations Law Declaratory Relief Validation of Share Sales Relief From Civil Liability Cleansing Notices Disclosure to Investors

Case Brief

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Parties

Golden Rim Resources Ltd

Plaintiff

Procedural Posture

Application Under S 1322(4) Corporations Act / Final Judgment

Legal Issues

  1. 1 Whether sales and offers for sale of certain shares are invalid for contravening s 707(3) and s 727(1) of the Corporations Act due to omission to lodge cleansing notices
  2. 2 Whether persons involved should be relieved from civil liability
  3. 3 Whether court should validate past share sales under s 1322(4)

Ratio Decidendi

The court found that the omission to lodge cleansing notices was inadvertent, all parties acted honestly, it was just and equitable to make the orders, and no substantial injustice had been or was likely to be caused; thus, the court validated the share sales and relieved sellers from civil liability under s 1322(4) of the Corporations Act.

Court Disposition

Relief granted; share sales validated; sellers relieved from civil liability; no order as to costs.

Orders

  • Declarations under s 1322(4)(a) that offers for sale or sale of 38,461,540 shares issued on 21 September 2018 and 55,498,960 shares issued on 17 May 2019 are not invalid for contravention of s 707(3) or s 727(1)
  • Relief from civil liability under s 1322(4)(c) for persons offering to sell or selling those shares