Australia, April 21 -- New South Wales Land and Environment Court issued text of the following judgement on March 20:

Nature of the application

1. By Interlocutory Process filed on 11 February 2025, Mr Strawbridge, Ms Evan and Mr Campbell ("Deed Administrators") as the joint and several deed administrators of Aeon Metals Ltd (subject to Deed of Company Arrangement) ("AML"), AML and several of its subsidiaries (together with AML, the "AML Group") apply under s 444GA of the Corporations Act 2001 (Cth) ("Act") for leave to transfer all of the existing shares in AML from each holder to OL Master Ltd ("OL Master") or its nominee. Creditors and shareholders of AML have been given notice of the application; several shareholders have indicated opposition to the application in correspondence with the Deed Administrators; but none appeared at the hearing to be heard in opposition to the application. I made the orders sought by the Plaintiffs at the conclusion of the hearing on 7 March 2025. These are my reasons for doing so.

Affidavit and expert evidence

2. The Plaintiffs read the affidavit dated 11 February 2025 of Mr Strawbridge in support of the application. Mr Strawbridge sets out his qualifications and experience and refers to AML's business and structure.

3. By way of background, AML is a public company, the shares of which were listed on the Australian Securities Exchange ("ASX"). Citicorp Nominees Pty Limited holds 47.072% of the issued capital of AML as nominee for OL Master, which is AML's largest shareholder and also has, by a somewhat complex arrangement, a significant secured claim against AML. The AML Group's main project, the Walford Creek Copper-Cobalt Project in northwest Queensland, contains high grade copper and cobalt deposits. AML also owns tenements in several areas in the Mount Isa region of Queensland and has several exploration permits in south-east Queensland. AML has five wholly owned subsidiaries and one entity in which it holds a controlling interest. The AML Group's operations are in the exploration and evaluation phase, do not presently derive any revenue and are presently loss-making and they will require significant capital investment to progress the projects to a stage where they are producing. Mr Strawbridge also points to a difference, that is not material for present purposes, between the number of issued shares indicated in a company search of AML and the number of ordinary fully paid shares recorded on issue by the ASX.

4. Mr Strawbridge also refers to the tasks undertaken by the administrators since their appointment, including the conduct of a sale process which resulted in a deed of company arrangement ("DOCA") proposal which was approved at the second meeting of creditors in the voluntary administration and underpins this application. In the course of that sale process, the administrators received two non-binding indicative offers, one from OL Master and another from a third party, in relation to the AML Group as a whole and six offers in relation to individual mining tenements. The administrators assessed OL Master's offers as the most favourable offer and OL Master then submitted a DOCA proposal for the acquisition of the shares of AML and, indirectly, the assets of the AML Group. The administrators recommended that creditors approve that DOCA and, on 29 November 2024, creditors resolved at concurrent meetings for AML and each of its subsidiaries that the companies enter into the proposed DOCA with OL Master.

5. That DOCA (Ex VS-1, 433-526) relevantly provides that OL Master would make a credit bid of its secured debt of approximately $32.8 million (plus accrued interest and fees since 26 July 2024), and the balance of its debt (approximately $10 million) would be left in place following completion under the DOCA; it would acquire the "Assumed Assets" (including all debtors of the AML Group and the shares in each company in the AML Group and the interest in SLW Queensland Pty Ltd) and subject to the "Assumed Liabilities"; OL Master or its nominee would make a DOCA contribution of approximately $2 million to be applied to pay the entitlements of continuing employees and certain other liabilities listed in Schedule 4 of the DOCA, trading losses of the Group during the administration and DOCA and payment of the remuneration, costs and expenses of the Administrators and Deed Administrators; and the shares of AML would be transferred to OL Master or its nominee subject to the leave of the Court. Completion under the DOCA is subject to the Deed Administrators obtaining the orders sought in this application and to ASIC granting relief in relation to the requirements of s 606 of the Act and the creditors' trust will come into effect upon completion under the DOCA.

*Rest of the document and Footnotes can be viewed at: (https://www.caselaw.nsw.gov.au/decision/195b15f0d933dcc60834f97b)

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