Federal Court of Australia

Global Uranium and Enrichment Limited, in the matter of Global Uranium and Enrichment Limited [2025] FCA 1684

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (Act) the plaintiff is to convene and hold:

(a)    a meeting (Share Scheme Meeting) of the holders of its fully paid ordinary shares (Shareholders) to consider and, if thought fit, agree to (with or without amendment) a scheme of arrangement (Share Scheme) proposed to be made between the plaintiff and the Shareholders, the terms of which are contained in Annexure B to the Scheme Booklet (a copy of which is contained at Annexure "HVA-06" to the affidavit of Hendrik van Aswegen sworn 17 December 2025) (Third Van Aswegen Affidavit) (Scheme Booklet);

(b)    a meeting (Option Scheme Meeting) of the holders of its scheme options (Scheme Optionholders) to consider and, if thought fit, to agree to (with or without modification) the scheme of arrangement (Option Scheme) proposed to be made between the plaintiff and Scheme Optionholders, the terms of which (including the identification of the scheme options) are set out in Annexure C to the Scheme Booklet, (together, the Scheme Meetings); and

(c)    the Share Scheme Meeting be held on Tuesday, 27 January 2026 commencing at 10:00am (AEDT), and the Option Scheme Meeting to be held at the later of 11:00am (AEDT) on Tuesday, 27 January 2026 and the conclusion of the Share Scheme Meeting.

2.    Subject to these orders, the Scheme Meetings is to be convened, held and conducted in accordance with:

(a)    the provisions of Part 2G.2 of the Act that apply to a meeting of the members of the plaintiff;

(b)    the provisions of the plaintiff's constitution that apply relating to meetings of members and that are not inconsistent with Part 2G.2 of the Act; and

(c)    the arrangements for attending, participating and voting described in the notices of Scheme Meetings contained in the Scheme Booklet.

3.    Pursuant to section 1319 of the Act, at the Share Scheme Meeting:

(a)    the Shareholders who are eligible to vote will be those whose names are recorded in the register of members of the plaintiff at 7:00pm (AEDT) on Sunday, 25 January 2026 (Share Scheme Voting Time);

(b)    two Shareholders, present and entitled to vote, in person or by proxy or power of attorney, shall constitute a quorum;

(c)    each Shareholder, present and entitled to vote, will be entitled to one vote for each fully paid ordinary share in the capital of the plaintiff that the Shareholder is registered as holding at the Share Scheme Voting Time; and

(d)    voting on the resolution to agree to the Share Scheme is to be conducted by way of poll.

4.    Pursuant to section 1319 of the Act, at the Option Scheme Meeting:

(a)    the Scheme Optionholders who are eligible to vote will be those whose names are recorded in the register of optionholders of the plaintiff at 7:00pm (AEDT) on Sunday, 25 January 2026 (Option Scheme Voting Time);

(b)    two Optionholders, present and entitled to vote, in person or by proxy or power of attorney, shall constitute a quorum;

(c)    each Optionholder, present and entitled to vote, will be entitled to one vote for each option that the Optionholder is registered as holding at the Option Scheme Voting Time; and

(d)    voting on the resolution to agree to the Option Scheme is to be conducted by way of poll.

5.    Pursuant to section 1319 of the Act:

(a)    Sanushka Seomangal, or failing her Venkatesh Ananthakrishnan, be chairperson of each Scheme Meeting; and

(b)    in respect of each Scheme Meeting, the chairperson have the power to adjourn or postpone the meeting in their absolute discretion to such time, date and place that they consider appropriate.

6.    The following documents are approved for distribution to Shareholders and Scheme Optionholders:

(a)    the Scheme Booklet which contains the explanatory statement required by section 412(1)(a) of the Act, substantially in the form of pages 161 to 786 of Annexure HVA-06 to the Third Van Aswegen Affidavit) (which Scheme Booklet be and is hereby approved for the purposes only of section 411(1) of the Act);

(b)    the proxy forms in respect of the Share Scheme Meeting and Option Scheme Meeting, substantially in the form at Annexure AJF-09 to the Ferrier Affidavit (Proxy Forms); and

(c)    the Opt-In Notice (as defined in the Scheme Booklet) substantially in the form at Annexure AJF-10 to the Ferrier Affidavit (Opt-In Notice),

each subject to:

(d)    the correction of any typographical or grammatical errors and final typesetting and page numbering;

(e)    the correction or update of relevant dates or references to (or which are based on) market prices, capital structure and consequential amendments;

(f)    any minor amendments requested or approved by the Australian Securities and Investments Commission (ASIC) for registration under section 412(6) of the Act; and

(g)    any other amendments approved by the Court.

7.    Subject to registration of the Scheme Booklet with ASIC, pursuant to section 412(6) of the Act, by 24 December 2025, the Scheme Meetings be convened by the plaintiff dispatching to each Shareholder whose name is recorded in the plaintiff's register of members and to each Scheme Optionholder whose name is recorded in the plaintiff's register of Optionholders at 7.00pm (AEDT) on Thursday, 18 December 2025 (Register Time):

(a)    in the case of each Shareholder and Scheme Optionholder who has nominated an email address for the purposes of receiving meeting communications from plaintiff (Electing Email Holders), an email substantially in the form at Annexure AJF-07 to the Ferrier Affidavit with instructions regarding accessing the Scheme Booklet online and lodging their proxy, Opt-In Notice and voting instructions online;

(b)    in the case of each Shareholder and Scheme Optionholder who has elected to receive meeting documents from the plaintiff in a physical form (Electing Postal Holders), and whose registered address is in Australia, the following documents by pre-paid post to the relevant addresses recorded in the applicable register:

(i)    a letter substantially in the form at Annexure AJF-08 to the Ferrier Affidavit with instructions regarding the accessing of the Scheme Booklet online and voting at the Scheme Meetings;

(ii)    a physical copy of the Scheme Booklet;

(iii)    a personalised Proxy Form;

(iv)    an Opt-In Notice; and

(v)    a self-addressed reply-paid envelope for return of completed documents (for use within Australia only),

(together, the Hardcopy Meeting Materials);

(c)    in the case of each Shareholder and Scheme Optionholder who has made no election as to the manner in which they receive notice of meeting documents from the plaintiff (together, the Non-Electing Holders), and whose registered address is in Australia, the Hardcopy Meeting Materials, except for the Scheme Booklet, by pre-paid post to the relevant addresses recorded in the applicable register;

(d)    in the case of Electing Postal Holders whose registered address is outside of Australia, the Hardcopy Materials by pre-paid airmail post to the relevant addresses recorded in the applicable register, with the self-addressed envelope not being reply-paid; and

(e)    in the case of Non-Electing Holders whose registered address is outside of Australia, the Hardcopy Materials, except for the Scheme Booklet, by pre-paid airmail post to the relevant addresses recorded in the applicable register with the self-addressed envelope not being reply-paid.

8.    The Plaintiff shall not be obliged to send documents in accordance with Order 7 to any person who becomes a shareholder of the Plaintiff after the Register Time.

9.    Dispatch of the documents referred to above, in accordance with the terms of order 7 above, shall be taken to be sufficient notice of the Scheme Meetings.

10.    A proxy form, appointment of a corporate representative, or power of attorney to act on behalf of a Shareholder in respect of the Share Scheme Meeting will be valid and effective if, and only if, it is completed and delivered by 10:00am (AEDT) on Sunday, 25 January 2026.

11.    A proxy form, appointment of a corporate representative, or power of attorney to act on behalf of a Scheme Optionholder in respect of the Option Scheme Meeting will be valid and effective if, and only if, it is completed and delivered by 11:00am (AEDT) on Sunday, 25 January 2026

12.    The plaintiff is to publish an announcement via the Australian Securities Exchange containing the substance of the matters set out in Form 6 of the Rules on 27 January 2026 following the conclusion of the Scheme Meetings.

13.    Pursuant to r 1.3 of the Federal Court (Corporations) Rules 2000 (Cth) (Rules), compliance with the following requirements of the Rules is dispensed with:

(a)    r 2.4(1), to the extent that rule requires the affidavit filed with the Originating Process to state the facts in support of the process;

(b)    r 2.15; and

(c)    r 3.4 and Form 6.

14.    The proceedings are adjourned to 10.15am (AWST) on 3 February 2026 for the hearing of any application under section 411(4)(b) and, if necessary, section 411(6) of the Act to approve the Share Scheme and Option Scheme.

15.    The plaintiff must lodge an office copy of these orders with ASIC as soon as practicable after they are made.

16.    The Plaintiff is granted liberty to apply.

17.    Snow Lake Resources Ltd is granted leave to be heard in these proceedings as an interested person, pursuant to r 2.13 of the Federal Court (Corporations) Rules 2000 (Cth).

18.    These orders are to be entered immediately.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

VANDONGEN J:

1    The plaintiff, Global Uranium and Enrichment Ltd (GUE), is an Australian public company that is listed on the Australian Securities Exchange (ASX). GUE has a portfolio of uranium projects in the United States of America and in Canada, as well as interests in uranium enrichment technology. The interested person, Snow Lake Resources Ltd (Snow Lake), is a Canadian mineral exploration company that has a global portfolio of critical mineral and clean energy projects. Snow Lake shares are admitted to quotation on the Nasdaq Stock Market.

2    On 6 October 2025, GUE and Snow Lake entered into a scheme implementation deed (SID), which was then varied by a deed of variation executed on 29 November 2025, for the implementation of proposed schemes of arrangement concerning the ordinary shares in GUE and certain of its unlisted options.

3    By an originating process filed on 29 October 2025, GUE applied for orders under s 411(1) of the Corporations Act 2001 (Cth) that it convene and hold:

(a)    a meeting of the holders of its ordinary shares to consider a proposed members' scheme of arrangement; and

(b)    a meeting of the holders of certain of its unlisted options to consider a proposed creditors' scheme of arrangement.

4    GUE also applied for related directions to be made under s 1319 of the Corporations Act.

5    On 19 December 2025, after hearing from counsel who appeared on behalf of GUE, I made orders convening a meeting of GUE shareholders, as well as a meeting of relevant option holders, to consider and, if thought fit, agree to proposed schemes of arrangement between GUE and its members, and between GUE and the holders of certain of its unlisted options.

6    These are my reasons for making those orders.

The evidence

7    GUE relies on four affidavits that were sworn by Hendrik Christoffel van Aswegen on 28 October 2025, 10 December 2025, 17 December 2025 and 18 December 2025, respectively. Mr van Aswegen is a partner at Thomson Geer who has primary conduct of this matter on behalf of GUE.

8    Attached to Mr van Aswegen's first affidavit is a historical and current company search for GUE that was obtained on 28 October 2025, as well as a copy of an ASX announcement that was made on 6 October 2025 concerning the fact that GUE and Snow Lake had entered into a SID. Mr van Aswegen also notes that if the scheme relating to the ordinary shares of GUE (Share Scheme) is approved, Snow Lake will acquire all of the fully paid ordinary shares in GUE. He also notes that if the scheme in relation to the unlisted options of GUE (Option Scheme) is approved, then all of the unlisted options issued by GUE will be cancelled in exchange for warrants in Snow Lake.

9    Before summarising the remaining three affidavits that were sworn by Mr van Aswegen, I will briefly refer to a lengthy affidavit of Andrew James Ferrier that was sworn on 5 December 2025. Mr Ferrier is the Managing Director of GUE. In that affidavit, Mr Ferrier gave an overview of GUE's operations, of the Share Scheme and of the Option Scheme. The affidavit also attaches a draft explanatory statement that was proposed to be dispatched by GUE to its shareholders and relevant option holders in respect of the schemes, in the form of a draft scheme booklet.

10    Mr Ferrier also referred to the fact that the directors of GUE had formed the view that the proposed schemes are in the best interests of shareholders and relevant option holders, and that the directors (with the exception of Frank Wheatley, who had excused himself from consideration of the proposed schemes because he is also the chief executive officer (CEO) of Snow Lake) had unanimously recommended that shareholders vote in favour of the schemes. Mr Ferrier also referred to the fact that an independent expert report and independent technical specialist report had been obtained, and he provided details about several specific aspects of the schemes.

11    In his second affidavit, Mr van Aswegen said that he had noticed that the draft scheme booklet that was attached to Mr Ferrier's affidavit was incomplete. Attached to Mr van Aswegen's second affidavit is what he said is a complete copy of that booklet. Mr van Aswegen also said in his affidavit that this booklet was lodged with the Australian Securities and Investments Commission (ASIC) on 3 December 2025.

12    Mr van Aswegen's third affidavit referred to the fact that several amendments were made to the draft scheme booklet that was lodged with ASIC, in response to comments made by ASIC. Also attached to that affidavit are pages of the draft booklet, to highlight those amendments, as well as the final clean draft of the booklet, as amended. Mr van Aswegen also referred to the fact that other information has been provided to ASIC concerning proposed scripts for conducting shareholder telephone information services, the independent expert report, and the independent technical specialist report.

13    Mr van Aswegen also gave evidence in his third affidavit about how return delivery failure notifications for emails dispatching the scheme booklet that are sent to shareholders and option holders will be dealt with, and to the fact that certain documents filed in these proceedings have been, or are intended to be, provided to ASIC.

14    In his fourth and final affidavit, Mr van Aswegen says that certain documents filed in these proceedings were provided to ASIC on 17 December 2025. Further, Mr van Aswegen says that on 18 December 2025, he received correspondence in which ASIC indicated that it:

(a)    did not propose to appear to make submissions or to intervene to oppose the schemes at the first Court hearing under s 411(1) of the Corporations Act;

(b)    would grant relief under Pt 2 of Sch 8 of the Corporations Regulations 2001 (Cth); and

(c)    would grant relief under s 8201(c) in Pt 2 of Sch 8 of the Corporations Regulations.

15    In a 970-page affidavit that he affirmed on 15 December 2025, Mr Wheatley referred to clauses of the SID that require Snow Lake to verify the accuracy of certain information contained in a draft scheme booklet, and to the process that has been undertaken to carry out that task. Mr Wheatley says that he is satisfied that all statements contained within the 'Snow Lake Information', as defined in the SID, which appears in the scheme booklet has been verified, and that they are true and correct, are not misleading or deceptive and that the Snow Lake Information does not omit any material information.

16    Mr Wheatley also notes that Snow Lake has executed two deed polls in favour of relevant GUE shareholders and option holders, respectively. Under those deed polls, Snow Lake has undertaken to:

(a)    issue and allot the consideration under the schemes to each relevant GUE shareholder and option holder, in accordance with the terms of the schemes and if the schemes become effective; and

(b)    perform all actions and obligations attributed to it under the schemes and otherwise do all things necessary or expedient on its part to implement the schemes.

17    Mr Wheatley refers to the fact that the SID makes provision for the payment of a 'break fee' and a 'reverse break fee'. In that regard, he says that the obligations to pay break fees were the result of commercial negotiations that took place between the parties, which were conducted with the assistance of legal and financial advice. He also says that neither Snow Lake nor GUE would have entered into the SID without provision having been made for the payment of such fees. Mr Wheatley also details the costs that have been, and that are estimated will be incurred by Snow Lake, in pursuing the schemes. Based on Mr Wheatley's evidence, Snow Lake's estimated total costs will exceed the break fees that are payable under the SID.

18    Finally, Mr Wheatley notes that there exist convertible note subscription agreements between GUE and Summit Strategies LLC (Summit), which are set out in more detail in the draft scheme booklet. He says that as at the date of his affidavit, neither GUE or Summit are a related body corporate, or an associated entity, of Snow Lake. Further, Mr Wheatley says that he is not aware of any other agreements or understandings between Snow Lake and Summit with respect to any of the equity securities issued by GUE.

19    GUE also relies on an affidavit sworn by Sanushka Seomangal, a partner at Thomson Geer, on 4 December 2025. In that affidavit, Ms Seomangal says that she has been nominated as the independent chairperson for the proposed meeting of the members of GUE, and the proposed meeting of certain holders of GUE's unlisted options, for the purpose of considering and, if thought fit, agreeing to (with or without modification) the schemes. Ms Seomangal also says that another partner at Thomson Geer, Venkatesh Ananthakrishnan, is available to act as an independent chairperson if she becomes unavailable to act in that position.

The proposed schemes of arrangement

20    As I have already said, GUE and Snow Lake have entered into a SID, under which two schemes of arrangement are proposed.

21    Under the Share Scheme, Snow Lake will, subject to the satisfaction of various conditions, acquire all the GUE shares that it does not already own in consideration for the issue of shares in Snow Lake. Currently, Snow Lake holds 89,448,256 GUE shares, or about 19.63% of the GUE shares that are on issue. If this scheme comes into effect, shareholders will receive A$0.0968 in new Snow Lake shares for each GUE share held by them at a relevant time. The number of new Snow Lake shares that will be received is to be based on a formula and adjusted for the USD/AUD exchange rate and will be subject to a maximum of 0.083878 new Snow Lake shares for each GUE share held. The actual number of new Snow Lake shares that will be issued pursuant to the Share Scheme is to be calculated on 22 January 2026 in accordance with a formula.

22    Under the Option Scheme, the holders of certain unlisted GUE options will receive new Snow Lake warrants in exchange for the cancellation of their options, based on a determined ratio and exercise price. The number of Snow Lake warrants to be issued will also be determined by a formula, with the actual number of Snow Lake warrants that will be issued being calculated on 22 January 2026.

23    If the conditions precedent to the proposed schemes are satisfied or waived, the schemes will be implemented as follows:

(a)    on the 'Implementation Date' (which term is defined in the SID, and which is currently expected to be 13 February 2026) Snow Lake will issue new shares to GUE shareholders (and, where applicable, to a 'sale agent');

(b)    subject to the provision of the Snow Lake shares, all GUE shares will be transferred to Snow Lake;

(c)    Snow Lake will be beneficially entitled to the GUE shares and will be appointed as each shareholder's attorney in respect of their GUE shares pending registration of the transfer;

(d)    'Ineligible Foreign Holders' (as defined in the SID) and 'Electing Selling Scheme Shareholders' (as defined in the Share Scheme, and being small shareholders who elect to have their Snow Lake shares sold as part of the Share Scheme) will not receive any Snow Lake shares as they will be issued to a sale agent and sold under a standard sale facility, with the net proceeds remitted to them;

(e)    on the 'Implementation Date', Snow Lake will issue the warrants to the scheme option holders; and

(f)    subject to the provision of the warrants, as set out above, the GUE options will be cancelled, and Snow Lake will be appointed as each option holder’s attorney in respect of their options pending cancellation.

24    Following implementation of the proposed schemes, GUE will become a wholly owned subsidiary of Snow Lake, and it will then be delisted from the ASX.

25    As I have already alluded to, one of the GUE directors, Mr Wheatley, has excluded himself from discussions about the schemes and has not made any recommendation about the schemes to GUE shareholders or option holders, because he is also the CEO of Snow Lake. However, the remaining GUE directors have considered the potential advantages and disadvantages of the schemes. Based on the evidence before me, those directors unanimously believe that the benefits of the schemes outweigh their potential disadvantages and the risks associated with an ongoing investment in GUE securities. Accordingly, those directors all recommend that GUE security holders vote in favour of the scheme that is relevant to them, subject only to no superior proposal emerging, and the independent expert continuing to conclude in the independent expert's report (and in any update of, or revision, replacement, amendment or addendum to that report (if applicable)) that the relevant scheme is in the best interests of GUE security holders. Subject to these same qualifications, each of those directors also intends to vote, or cause to be voted, all GUE shares and all options in which they have an interest or which they control, in favour of the schemes.

26    A draft scheme booklet, which concerns both the Share Scheme and the Option Scheme, has been prepared. The booklet, which is over 600 pages in length, contains letters from the non-executive chairmen of both GUE and Snow Lake, in which recommendations are made to vote in favour of the scheme that is relevant to them. The booklet also contains a great deal of information relating to the schemes, including information about the proposed scheme meetings, voting information, information about GUE and about Snow Lake, as well as information about the risk factors, tax implications and about the key steps in both options.

27    The booklet also annexes a draft independent expert report authored by BDO Corporate Finance Australia Pty Ltd (BDO). In that report, BDO expresses the opinion that the terms of both schemes are fair and reasonable and that they are in the best interests of shareholders and relevant option holders, in each case in the absence of a superior proposal. According to the report, it was prepared having regard to ASIC Regulatory Guide 60 'Schemes of arrangements', ASIC Regulatory Guide 111 'Content of expert reports' and ASIC Regulatory Guide 112 'Independence of experts'. In relation to both schemes, the authors of the reports say:

We have considered the terms of the [relevant scheme] as outlined in the body of this Report and have concluded that, in the absence of a superior proposal, the [relevant scheme] is fair and reasonable and in the best interests of [shareholders and option holders].

28    A supporting draft independent technical assessment report, which provides a technical review and valuation opinion of the mineral assets of GUE and Snow Lake, is included with the independent expert's report.

Principles to be applied

29    The principles that must be applied by the Court in the context of an application for an order under s 411(1) of the Corporations Act are well established. Those principles were summarised by O'Bryan J in Re Rex Minerals Ltd [2024] FCA 1051 (Rex Minerals) at [21] to [27], in the following way:

Part 5.1 of the Act provides a procedure whereby an arrangement between a company and its members can be made binding on all members. Section 411 is the principal provision. The procedure involves three main steps:

(a)    an application to the Court for an order to convene a scheme meeting (s 411(1));

(b)     if such an order is made, the convening of such a meeting at which a resolution to agree to the scheme is considered (s 411(4)(a)); and

(c)     if the resolution is passed by the necessary majorities, an application to the Court for an order approving the scheme (ss 411(4)(b) and 411(6)).

The present application concerns the first stage, being an application to the Court for an order to convene the Scheme Meeting. Section 411 of the Act confers a discretion on the Court to make an order convening the Scheme Meeting if certain statutory conditions are met, namely:

(a)     an arrangement is proposed between a Pt 5.1 body and its members (or any class of them (s 411(1));

(b)     an application for the order is made in a summary way by that body (s 411(1));

(c)     14 days' notice of the hearing of the application has been given to ASIC (or such lesser period as the Court or ASIC permits) (s 411(2)(a)); and

(d)     the Court is satisfied that ASIC has had a reasonable opportunity to:

(i)     examine the terms of the proposed arrangement to which the application relates and a draft explanatory statement relating to the proposed arrangement; and

(ii)     make submissions to the Court in relation to the proposed arrangement and the draft explanatory statement required by s 412 (ss 411(2)(b) and 411(3)).

In addition to these requirements of s 411, the procedure is regulated by s 412 of the Act and reg 5.1.01 and Sch 8 to the Corporations Regulations 2001 (Cth)..., and by the Federal Court (Corporations) Rules 2000 (Cth).... The Regulations and the Rules prescribe certain information which is required to be sent to the members about the Scheme.

The principles which apply to the exercise of the Court's discretion at this first stage are well-known. In Re Amcor Ltd [2019] FCA 346..., Beach J described the Court's role at the first court hearing as follows (at [47], emphasis in original):

'My function on an application to order the convening of a meeting is supervisory. At this stage I should generally confine myself to ensuring that certain procedural and substantive requirements have been met including dealing with adequate disclosure, with limited consideration of issues of fairness. But having said that, it is appropriate to consider the merits or fairness of a proposed scheme at the convening hearing if the issue is such as would unquestionably lead to a refusal to approve a proposed scheme at the approval hearing, that is, the proposed scheme appears now to be on its face "so blatantly unfair or otherwise inappropriate that it should be stopped in its tracks before going any further" (Re Foundation Healthcare Ltd [2002] FCA 742; (2002) 42 ACSR 252 at [44] per French J).'

It is not the court's role to usurp the shareholders' decision whether to agree to a scheme. The question whether or not to accept particular consideration for shares is quintessentially a commercial matter for the members to assess, and they ought not be prevented from having the opportunity to do so, provided that the court can be satisfied that they are acting on sufficient information and with time to consider what they are voting on: Crown Resorts Ltd, in the matter of Crown Resorts Ltd [2022] FCA 367 at [27], citing Amcor at [50] and Re ACM Gold Ltd (1992) 34 FCR 530 at 534.

Therefore, if the arrangement is one that seems fit for consideration by the meeting of members, and is a commercial proposition likely to gain the Court's approval if passed by the necessary majorities, then orders should be made to convene the meeting: Re Foundation Healthcare Ltd [2002] FCA 742; 42 ACSR 252...at [36].

In summary, the Court’s task at the first court hearing is to assess first, whether the statutory prerequisites to the making of orders convening a meeting have been met and second, whether it is appropriate for the Court to exercise its discretion in favour of making those orders.

30    As Neskovcin J recently noted in RPMGlobal Holdings Limited, in the matter of RPMGlobal Holdings Limited [2025] FCA 1434 at [26], this summary of the relevant principles has been endorsed in Re Dropsuite Limited [2025] FCA 306 at [36] and Re Reject Shop Ltd [2025] FCA 522 at [14].

Have the statutory prerequisites been satisfied?

31    At the conclusion of the hearing that took place before me on 19 December 2025, I was satisfied that the relevant statutory conditions to make an order under s 411(1) of the Corporations Act had been met. I will deal with each of those conditions in turn.

Is there an arrangement proposed between a Pt 5.1 body and its members or any class of them?

32    GUE is a 'Pt 5.1 body', as defined in s 9 of the Corporations Act, as it is a company registered under that Act. Further, the Share Scheme is an arrangement between GUE and its members. In relation to the Option Scheme, it is an arrangement between GUE and the holders of its unlisted options, who are a class of creditors for the purposes of s 411 of the Corporations Act (A-Cap Energy Limited, in the matter of A-Cap Energy Limited [2023] FCA 1142 at [16]), and that the Option Scheme is therefore to be treated as a creditors' scheme.

Has an application for the order been made by GUE in a summary way?

33    GUE made this application to the Court under s 411(1) of the Corporations Act.

Has 14 days' notice of the hearing of the application been given to ASIC?

34    Based on Mr Ferrier's affidavit, ASIC was given at least 14 days' notice of the hearing. GUE's solicitors lodged a letter with ASIC on 3 December 2025 for the purpose of giving the required notice. I also note that in a letter dated 18 December 2025, ASIC informed the directors of GUE that it accepted that this requirement had been satisfied.

Has ASIC had a reasonable opportunity to: (a) examine the terms of the proposed arrangement to which the application relates and a draft explanatory statement relating to the proposed arrangement; and (b) make submissions to the Court in relation to the proposed arrangement and the draft explanatory statement required by s 412?

35    In a letter dated 18 December 2025, ASIC advised the directors of GUE that it had been given a reasonable opportunity to examine the terms of the schemes and the draft explanatory statement, and to make submissions to the court in relation to those matters.

Has there been compliance with the relevant procedural requirements under the Federal Court (Corporations) Rules 2000 (Cth)?

36    I am satisfied that the relevant procedural requirements under the Federal Court (Corporations) Rules 2000 (Cth) (Rules) have been complied with. Attached to Mr van Aswegen's first affidavit is an ASIC search for GUE, which is required by r 2.4(2) of the Rules. Ms Seomangal is proposed to be the chairperson of the scheme meetings, and Mr Ananthakrishnan is proposed to be her alternate: r 3.2. Both Mr Ferrier's affidavit and Mr van Aswegen's third affidavit identify the terms of the proposed schemes for the purposes of r 3.3(1).

37    I note that GUE sought, and was granted, dispensation from compliance with r 2.4(1) and r 3.4, which was appropriate and consistent with this Court's Schemes of Arrangement Practice Note (CPN-SOA). GUE also sought dispensation from compliance with r 2.15, which applies Div 75 of the Insolvency Practice Schedule (Corporations) (being Sch 2 to the Corporations Act) and Div 75 of the Insolvency Practice Rules (Corporations) 2016 (Cth) to meetings ordered by the Court, subject to the Corporations Act, the Rules and any direction of the Court. I determined that such dispensation was appropriate as the various matters covered by those provisions are addressed by other orders made by the Court.

38    Having dealt with the statutory procedural requirements, I will now explain why I considered that it was appropriate that the Court exercise its discretion in favour of making the orders that were sought.

Should the Court exercise its discretion in favour of making the orders sought?

39    In Rex Minerals at [35], O'Bryan J said that the relevant discretionary consideration involved two main questions: (a) whether the members will be properly informed as to the nature of the scheme; and (b) whether the scheme is fit for consideration by the members.

Are the schemes fit for consideration by GUE's shareholders and option holders?

40    The approach to this question is whether the scheme is of such a nature and cast in such terms that, if it achieves the statutory majority at the meeting, the Court would be likely to approve it on the hearing of a petition which is unopposed: Re Wesfarmers Ltd; Ex parte Wesfarmers Ltd [2018] WASC 308 at [64] to [65], Vaughan J (as his Honour then was).

41    In my view, there is nothing that would lead the Court to unquestionably think that either of the schemes should be refused. There is also nothing to suggest that the schemes are blatantly unfair or otherwise inappropriate that they should be refused at this stage.

42    Consistently with GUE's obligations on an ex parte application, the Court's attention was drawn to several matters that may be relevant to the question of whether the schemes were fit for consideration.

Inter-conditionality of the schemes

43    I accept counsel's submission that the draft scheme booklet contains appropriate disclosure of the inter-conditionality of the schemes. In that regard, the draft booklet makes it clear that the implementation of the Option Scheme is conditional on the Share Scheme becoming effective. That condition is non-waivable, other than by mutual agreement between GUE and Snow Lake. However, the Share Scheme is not conditional on the effectiveness of the Option Scheme. Further, and as counsel for GUE submitted, there is an obvious commercial rationale for why Snow Lake would not proceed with the Option Scheme if the Share Scheme did not proceed. Further, if the Share Scheme proceeded without the Option Scheme, then it would be open to Snow Lake to take other steps to secure those options.

44    The other conditions precedent to the proposed schemes are the subject of cl 3 of the SID and they have been appropriately summarised in the draft scheme booklet. I accept GUE's submission that there is no evidence that any condition precedent cannot or will not be satisfied.

GUE options

45    As at 5 December 2025, GUE had the following unlisted options on issue:

(a)    28,833,333 options expiring on 14 November 2026 with an exercise price of A$0.15 (being the scheme options); and

(b)    a further 21,692,308 options expiring on 21 April 2028 with an exercise price of A$0.13 (being the placement options).

46    Under the terms of the SID, GUE and Snow Lake must use their reasonable endeavours to ensure that each holder of the placement options cancels those options in consideration for the issue of Snow Lake warrants, subject to the Share Scheme becoming effective. The holders of the placement options have entered into option cancellation deeds with GUE and Snow Lake to cancel those options in consideration for the issue of Snow Lake warrants.

GUE performance rights

47    According to s 12.3(a) of the draft scheme booklet, as at 5 December 2025, GUE had 4,540,000 performance rights on issue. Of those performance rights, 2,540,000 will expire on 31 December 2025 and they are not expected to vest. The remaining 2,000,000 performance rights are held by a director of GUE, Hugo Schumann. Section 12.3(a) of the scheme booklet provides that immediately after the approval of the Share Scheme, those performance rights will automatically be vested and exercised in accordance with their terms of issue. One GUE share will be issued for each GUE performance right. Those shares will then participate in the Share Scheme.

Directors' recommendation

48    The directors of GUE unanimously recommended that shareholders vote in favour of the Share Scheme, subject to no superior proposal emerging and the independent expert continuing to conclude that the Share Scheme is in the best interests of shareholders. The directors also recommended that relevant option holders vote in favour of the Option Scheme, again subject to no superior proposal emerging and the independent expert continuing to conclude that the Option Scheme is in the best interests of the option holders.

49    The directors who have made those recommendations, and who will receive a benefit from the schemes, have disclosed those benefits in the draft scheme booklet. The directors' interests and benefits in connection with the proposed schemes are also disclosed in a letter from the Non-Executive Chairman of GUE, which features prominently at the beginning of the draft scheme booklet. Further information also can be found in ss 3.10, 12.2 and 12.3 of the draft booklet, to which further reference is made throughout the booklet. I note that the financial benefits the directors will receive under the Share Scheme are largely aligned with other shareholders' interests because the directors will receive benefits as shareholders through their existing shareholdings or as a result of the vesting of performance rights.

50    As I have already noted, Mr Wheatley abstained from making any recommendation because he is also the CEO of Snow Lake.

Lock-up devices

51    Pursuant to the terms of the SID, in certain circumstances GUE must pay a 'break fee' of $675,000 to Snow Lake, and in other circumstances, Snow Lake must pay a break fee in the same amount to GUE. As counsel for GUE noted in his written submissions, it is important to note that no break fee is payable merely because shareholders or relevant option holders do not approve the schemes.

52    The break fees that are payable amount to approximately 1.5% of the equity value of GUE as at the date of the SID. As counsel for GUE pointed out, this exceeds the 1% guideline in the Takeovers Panel Guidance Note 7: Lock-up devices at [48]. However, it was also submitted that this guideline is not determinative, and that the question for the Court is not simply the appropriateness of a particular percentage in the abstract, but whether the break fee is likely to operate coercively when shareholders and option holders consider and vote on the schemes, or otherwise likely to deter alternative bidders from making a competing offer.

53    In my view, the break fees are not excessive, and they are unlikely to operate coercively on shareholders and option holders, or to deter alternative bidders. The evidence relied on by GUE demonstrates that Snow Lake has already incurred significant costs in pursuing the transaction, which exceeds the amount of the break fee. This tends to suggest that the break fee represent a fair and reasonable pre-estimate of each party's costs.

54    The evidence also establishes that:

(a)    Snow Lake would not have proceeded with the transaction without GUE having first agreed to pay the break fee;

(b)    agreement was reached with respect to the break fees after GUE and Snow Lake participated in arm's-length negotiations, in which they were both represented by external legal and financial advisers; and

(c)    the GUE Board (excluding Mr Wheatley), received external legal and financial advice, specifically considered the break fees as part of its consideration of the schemes, and decided that the fees were reasonable and appropriate and that it was in the best interests of security holders for GUE to agree to break fees.

55    I also note that the obligations to pay break fees has been disclosed in the draft scheme booklet such that GUE shareholders and option holders will be able to take them into account when making their decision.

Exclusivity provisions

56    The SID contains standard exclusivity provisions in respect of GUE in the form of 'no current discussions', 'no shop', 'no talk', 'no due diligence', 'notification' and 'matching right' provisions. There is also a 'fiduciary carve-out' from the 'no talk' and the 'no due diligence' provisions.

57    In considering whether an exclusivity provision may impact upon the completion of the transaction and the duties of directors, the Court will have regard to the period of exclusivity, which should be no more than a reasonable period and capable of precise ascertainment, whether the provisions are subject to an overriding obligation that the directors not breach their fiduciary duties or are otherwise unlawful, and whether there is adequate prominence given to these provisions in the scheme booklet: Re Latin Resources Limited; Ex parte Latin Resources [2024] WASC 513 at [160].

58    I accepted the submissions that were made on behalf of GUE that the exclusivity provisions in the SID are common and acceptable, and that those provisions should be accepted. I note, in particular, that the exclusivity provisions have effect for a period of no longer than six months from the date of the SID, unless extended by agreement. Further, and as I have already noted, there is also a fiduciary carve-out, and the exclusivity provisions will be sufficiently disclosed in the scheme booklet.

Performance risk

59    Performance risk concerns the risk that after transferring their shares or options, security holders in a target company will be left with no scheme consideration and no capacity to sue the acquirer to recover their shares or damages, or delay in the provision of the scheme consideration: Re Latin Resources at [125].

60    In this case, Snow Lake has executed deeds poll in respect of each proposed scheme, under which it irrevocably submits to the non-exclusive jurisdiction of courts in Western Australia and covenants in favour of shareholders and scheme option holders that it will continue to comply with its obligations under the relevant scheme. Further, by the terms of the deeds poll, Snow Lake acknowledges and agrees that under each scheme, the shareholders and option holders irrevocably appoints GUE and each of its directors, officers and secretaries as their agent and attorney to enforce the deeds poll against Snow Lake on their behalf.

61    It must also be noted that the proposed schemes also address performance risk by ensuring that shareholders and relevant option holders will receive their consideration before the transfer or cancellation of their relevant securities.

Convertible notes and note options

62    In October 2025, GUE entered into a convertible note subscription agreement and convertible note deed with Summit, under which Summit provided GUE with A$2.5 million in consideration for Summit's subscription for 2.666 million unsecured convertible notes with a face value of A$2.666 million. Those convertible notes were issued on 13 October 2025, following GUE's receipt of A$2.5 million from Summit.

63    GUE then entered into a further convertible note subscription agreement with Summit in November 2025. Under that agreement, Summit agreed to provide GUE with an additional A$2.5 million in consideration for Summit's agreement to subscribe for 2.666 million unsecured convertible notes with a face value of A$2.666 million. However, GUE has not drawn down that funding.

64    Both of these arrangements are disclosed in the draft scheme booklet. As explained in the booklet, the funding that GUE has received, and may in the future receive, from Summit are to assist with costs incurred by GUE in connection with the schemes and the payment of other liabilities due during the transaction implementation, along with costs associated with ongoing exploration activities in relation to a uranium project and other potential budget requirements.

65    The draft scheme booklet discloses that as part of the consideration for the issue of the convertible notes, GUE agreed to issue 41,500,000 options to Summit (and/or its nominee(s)), with an exercise price of A$0.12 each and expiring on the date that is three years after their issue. The issue of the note options was subject to shareholder approval and to approval by the Foreign Investment Review Board (FIRB). Although shareholder approval was obtained on 26 November 2025, approval from the FIRB is yet to be obtained. The options have not yet been issued to Summit.

66    The draft scheme booklet goes on to provide that if the options have not been issued before the second court hearing, when GUE will apply for final approval of the schemes, then GUE will be required to pay Summit the sum of $250,000 on the maturity date of the convertible notes that were issued in October 2025. Further, if the convertible notes the subject of the subscription agreement that was entered into in November 2025 have been issued, then an additional $250,000 is payable to Summit on the maturity date of those notes in lieu of the grant of options. However, this payment obligation does not apply if FIRB approval for the options is not required, or if FIRB approval is required and the FIRB approval is not obtained by Summit before the second court hearing.

67    Summit is not related to Snow Lake. Therefore, the considerations that apply to a loan from a bidder to a target in connection with a scheme of arrangement do not apply. In any event, there is nothing to suggest that the terms of the convertible notes might coerce GUE shareholders into approving the scheme or deter rival bidders. As counsel for GUE submitted, if the Share Scheme is approved, and if FIRB approval is obtained, then the convertible notes will convert into GUE shares and be acquired as part of that scheme. Otherwise, GUE will be required to redeem the notes at maturity. Alternatively, Snow Lake may agree to receive an assignment of the convertible notes.

68    As Summit does not hold any GUE Shares, no class or collateral benefit issues arise.

69    In relation to the options, GUE and Snow Lake have entered into an option cancellation deed with Summit under which Summit has agreed that, if any options are issued before the second court hearing, and subject to the Share Scheme becoming effective, the options will be cancelled in exchange for the issue of new Snow Lake warrants to acquire Snow Lake shares. The terms of the cancellation deed are disclosed in the draft scheme booklet.

Shareholder communications

70    The nature of GUE's proposed communications with shareholders and option holders before the scheme meetings was disclosed at the hearing, as required by the Court's Schemes of Arrangement Practice Note (CPN-SOA).

71    GUE proposed that if orders were made approving the convening of the meetings for the Share Scheme and the Option Scheme, then it would dispatch the scheme booklet to shareholders and option holders using nominated email addresses, with instructions about how to access the booklet and about voting at the meetings.

72    Where shareholders and option holders have elected to receive meeting documents from GUE in a physical form, and whose registered addresses are in Australia, relevant documents will be sent by pre-paid post.

73    In the case of shareholders and option holders who have made no election as to the manner in which they receive notice of meeting documents from GUE, and whose registered address is in Australia, the documents will be sent by pre-paid post, with the exception of the scheme booklet.

74    GUE has also engaged Proxy Advice Pty Ltd (Proxy) to operate an inbound shareholder and option holder telephone information line for any shareholders and scheme option holders who have questions about the proposed scheme or disclosure in the scheme booklet. There will also be an outbound telephone information service to provide information regarding the proposed schemes and disclosure in the scheme booklet.

75    Proxy has been given instructions about what it can say over these information lines. For this purpose, GUE will prepare scripts for use by the persons communicating with shareholders and scheme option holders, which will be reviewed and approved by GUE and its legal advisors.

76    GUE also proposes to release to the ASX an announcement containing details of the second court hearing, the process for opposing the approval of the proposed schemes and the name and address for service of GUE.

US and Canadian securities law exemptions

77    Snow Lake intends to rely on the Court's approval of the schemes for the purpose of qualifying for the exemption under s 3(a)(10) of the Securities Act of 1933 (USA) from United States registration requirements in connection with the issue and exchange of the consideration under the schemes. Snow Lake also intends relying on the Court's approval for the purpose of qualifying for the exemption from the prospectus requirements of s 2.11 of the harmonised Canadian National Instrument 45-106 in connection with the implementation and provision of consideration under the schemes. However, GUE intends addressing these exemptions at the second court hearing, and has referred to them at this stage only for the purpose of drawing Snow Lake's intention to rely on the exemptions to the Court's attention.

Will there be adequate disclosure?

78    In Re Wesfarmers at [54] to [55], Vaughan J (as his Honour then was) made the following observations in relation to the standard of disclosure that is required of an explanatory statement for the purposes of s 411(1) of the Corporations Act:

(a)    The emphasis is on ensuring full disclosure so that the members are properly informed in their consideration of the proposed scheme. This means that the explanatory statement must provide proper disclosure conformable with ss 411(3) and 412 of the Corporations Act.

(b)    What is required is a statement of all of the main facts that will enable shareholders to exercise their judgment on the proposed scheme.

(c)    The court is also concerned with the notion of a fair picture being presented; there should not be an unbalanced presentation. The expectation is one of forthrightness. Cards must be placed on the table.

(d)    The court must be satisfied, at least to a prima facie level, that there has been proper disclosure with nothing misleading or deceptive in any material sense.

(e)    In each case the extent of disclosure required is a question of fact and degree dependent on the nature of the scheme and the context in which it is advanced for consideration. This must be considered in a practical and commercially realistic way having regard to the complexity of the proposed scheme.

(f)    In any large or complex proposed scheme of arrangement there is a balance to be struck. An insufficiency of information may mean that members are not properly informed. Too much information may mean that the disclosure is unintelligible or incomprehensible.

79    Based on the materials that were before me, I was satisfied that the shareholders and the option holders, who will be affected by the Share Scheme and by the Option Scheme, respectively, if implemented, will receive proper disclosure.

80    As was submitted, the draft scheme booklet includes the information prescribed by ss 411(3) and 412 of the Corporations Act and by reg 5.1.01 and Sch 8 of the Corporations Regulations. In that regard, counsel for GUE very helpfully included a checklist as an annexure to his written submissions, which addressed the many statutory and regulatory disclosure requirements by reference to the relevant sections of the draft scheme booklet.

81    I again note that BDO was engaged as an independent expert to provide an opinion on the proposed schemes. In its draft expert report, BDO has expressed the view that the terms of both schemes are fair and reasonable and that they are in the best interests of shareholders and relevant option holders, in the absence of any superior proposal. That report was prepared to satisfy the requirements of ASIC Regulatory Guides 111 and 112.31. There is also a draft independent technical assessment report that supports the independent expert's report.

82    Although the final consideration that will be payable to the shareholders and option holders, respectively, will not be known at the time the scheme booklet is dispatched, the consideration will be determined by a formula disclosed in the scheme booklet. That formula is also to be explained in a letter from the GUE Chairperson, using illustrative examples. Further, the final consideration will be determined and announced to the ASX two business days before the scheme meetings take place, meaning that shareholders and option holders will have sufficient time to understand how the formulas will actually apply to them.

83    I accept the submissions made on behalf of GUE that the draft scheme booklet otherwise strikes an acceptable balance between sufficiency of information and overwhelming information resulting in a loss of intelligibility or comprehensibility, when considered in a practical and commercially realistic way. There is also evidence before the Court that both GUE and Snow Lake have undertaken a process of verifying the information in the draft scheme booklet.

Conclusion on exercise of Court's discretion

84    At the conclusion of the hearing, and after having regard to all of the matters to which I was referred, I was satisfied that if the schemes achieve the statutory majorities at the first scheme meeting, then the Court would be likely to approve both of those schemes. I was also satisfied that the shareholders and relevant option holders who will be asked to consider whether to approve the schemes will be adequately informed.

Directions for the scheme meetings

85    At the hearing, I made various orders concerning the times of and place for the scheme meetings. I also made various directions concerning voting, including directions about the effect on a proxy appointment of the appointor's presence at the meeting.

86    Further, as the Option Scheme is a creditors' scheme, the resolution to agree to the scheme must be approved by a majority in number of option holders who are present and voting, and by at least 75% of the total amount of the 'debts and claims' of those option holders: s 411(4)(a)(i) of the Corporations Act. I accepted that for the purposes of the Option Scheme, the relevant 'debt and claim' should be the same as the consideration that is payable for the transfer of the options under the Option Scheme.

87    As all relevant options all have the same exercise prices and expiry dates, and all option holders will receive the same consideration per option held at the relevant time. Each option holder is to have one vote for relevant option that is held as at the cut-off time for determining voting eligibility at the Option Scheme meeting, noting that this is a course that has been followed in previous option schemes where all options are subject to the same terms: A-Cap Energy Limited at [76].

88    I therefore concluded that it was appropriate to make the orders sought convening the scheme meetings.

Associate:

Dated:    24 December 2025