In the matter of Southern Cross Gold Limited (No 2) [2025] NSWSC 2

In the matter of Southern Cross Gold Limited (No 2) [2025] NSWSC 2

The scheme meeting was properly convened, the requisite statutory majorities of independent shareholders approved the scheme, all relevant statutory requirements were satisfied, there were no objections or adverse submissions, and the scheme is fair and reasonable to SXG shareholders; accordingly, the Court approved the scheme and associated exemptions.

Parties
Plaintiff: Southern Cross Gold Limited; Bidder: Mawson Gold Limited
Jurisdiction
Australia
Judgment Date
14 January 2025
Procedural Posture
Scheme of Arrangement Application / Second Court Hearing – Approval of Scheme
Outcome
Scheme of arrangement approved as sought by the plaintiff.
Legal Topics
Schemes of Arrangement, Arrangements and Reconstructions, Court Approval of Schemes
Corporations Law Equity Schemes of Arrangement Arrangements and Reconstructions Court Approval of Schemes

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Parties

Southern Cross Gold Limited

Plaintiff

Mawson Gold Limited

Bidder

Procedural Posture

Scheme of Arrangement Application / Second Court Hearing – Approval of Scheme

Legal Issues

  1. 1 Whether the statutory requirements for approval of a scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) have been satisfied
  2. 2 Whether the scheme is fair and reasonable and should be approved by the Court
  3. 3 Whether the parties are entitled to the exemptions sought under Australian and US securities legislation

Ratio Decidendi

The scheme meeting was properly convened, the requisite statutory majorities of independent shareholders approved the scheme, all relevant statutory requirements were satisfied, there were no objections or adverse submissions, and the scheme is fair and reasonable to SXG shareholders; accordingly, the Court approved the scheme and associated exemptions.

Court Disposition

Scheme of arrangement approved as sought by the plaintiff.

Orders

  • The scheme of arrangement between Southern Cross Gold Limited and its shareholders was approved under s 411 of the Corporations Act 2001 (Cth).
  • An exemption was granted under s 411(12) of the Act from compliance with s 411(11).