Federal Court of Australia

Cannatrek Ltd, in the matter of Cannatrek Ltd (No 2) [2026] FCA 657

ORDERS

THE COURT NOTES THAT:

A.    There has been produced to the Court a statement in writing by the Australian Securities and Investments Commission (ASIC) in accordance with s 411(17)(b) of the Corporations Act 2001 (Cth) (Act), stating that ASIC has no objection to the scheme of arrangement which was agreed to by the shareholders of the plaintiff at a meeting on 10 April 2026, the terms of which were set out in Annexure A to the orders of the Court made on 3 March 2026 (Scheme).

THE COURT ORDERS THAT:

1.    Pursuant to s 411(4)(b) of the Act, the Scheme be and is hereby approved.

2.    Pursuant to s 411(12) of the Act, the plaintiff be exempted from compliance with s 411(11) of the Act in respect of the Scheme.

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

REASONS FOR JUDGMENT

NESKOVCIN J:

1    At a hearing on 3 March 2026 (the convening hearing), I made orders (the convening orders) requiring the plaintiff, Cannatrek Ltd (Cannatrek), to convene and hold a meeting of its shareholders (Scheme Meeting) to consider a proposed scheme of arrangement (Scheme). I published reasons for making those orders on 13 March 2026: Re Cannatrek Ltd [2026] FCA 246 (Cannatrek No 1).

2    The Scheme Meeting was held on 10 April 2026, and Cannatrek Shareholders voted in favour of the Scheme, with 98.44% of the votes cast in favour of the Scheme, and by 96.15% of the shareholders present and voting.

3    The Australian Securities and Investments Commission (ASIC) has provided a letter under s 411(17)(b) of the Corporations Act 2001 (Cth) stating that it has no objection to the Scheme.

4    At the second court hearing held on 25 May 2026 (approval hearing), Cannatrek sought orders approving the Scheme pursuant to s 411(4)(b) of the Corporations Act. The approval hearing was initially listed for 21 April 2026. However, at the request of Cannatrek, the Court re-listed the approval hearing twice; first to 24 April 2026, and then to 25 May 2026, to allow further time for the general meeting of the bidder, Little Green Pharma Ltd (LGP), to take place for shareholders of LGP to vote on resolutions approving the Scheme Consideration.

5    No shareholder or other person appeared at the hearing to object to the Scheme. LGP appeared at the approval hearing and supported the orders sought by Cannatrek.

6    At the conclusion of the approval hearing, I made the orders sought by Cannatrek. These are my reasons for making those orders. These reasons are to be read with my reasons in Cannatrek No 1, which set out the details in relation to the Scheme. Capitalised terms in these reasons have the same meaning as in Cannatrek No 1, unless stated otherwise.

The evidence relied on

7    At the approval hearing, Cannatrek relied on the following affidavits:

(a)    the sixth affidavit of Mr Brent Dennison, director and chairperson of Cannatrek, sworn on 20 May 2026 (Sixth Dennison Affidavit); and

(b)    the affidavit of Chaim Harry Kingsley, solicitor for Cannatrek, affirmed on 25 May 2026, annexing conditions precedent certificates signed by Cannatrek and LGP confirming that all conditions to the Scheme have been satisfied (other than the condition relating to Court approval of the Scheme) and the letter from ASIC dated 22 May 2026 confirming that it has no objection to the Scheme pursuant to s 411(17)(b).

The Scheme

8    As set out in Cannatrek No 1, under the Scheme:

(a)    LGP will acquire all of the shares in Cannatrek held by shareholders recorded in the Cannatrek register of members; and

(b)    persons who hold Cannatrek shares will receive the Scheme Consideration of 1.835806 New LGP Ordinary Shares and 0.727502 New LGP CV Shares for every Cannatrek share that they hold.

Relevant principles

9    Section 411(4) of the Corporations Act provides that a scheme of arrangement is binding if, at a meeting of members, it is passed by a majority of members present and voting (in person or by proxy) and by 75% of votes cast, and it is subsequently approved by order of the Court.

10    The Court’s task at the approval hearing is to ensure that the statutory and procedural requirements in relation to the convening and conduct of the relevant meeting have been observed and, once that is ensured, to determine, in the exercise of the Court’s discretion pursuant to s 411(4)(b) of the Corporations Act, whether to approve the Scheme.

11    In deciding whether to grant approval of a scheme of arrangement, the Court will ordinarily have regard to the following matters:

(a)    that the orders of the Court in relation to the convening of the scheme meeting and the approval hearing have been complied with;

(b)    that the members at the scheme meeting so convened resolved to pass the scheme resolution with the requisite majorities;

(c)    that there has been full and fair disclosure to members of all information material to the decision whether to vote for or against the scheme;

(d)    that the scheme is fair and reasonable so that an intelligent and honest person who was a member of the relevant class, properly informed and acting alone, might approve it;

(e)    that the plaintiff has brought to the attention of the Court all matters that could be considered relevant to the exercise of the Court’s discretion, and that ASIC has been given the opportunity to draw the Court’s attention to any relevant matter;

(f)    that the conditions precedent to the scheme have been satisfied or waived, save for court approval; and

(g)    that the Court is satisfied under s 411(17) of the Corporations Act that the scheme has not been proposed to avoid Ch 6, or there is a statement from ASIC that it has no objection to the scheme,

see, for example, Re Amcor Ltd (No 2) [2019] FCA 842 at [8] (Beach J); Re Carbon Revolution Limited (No 3) [2023] FCA 1270 at [14] (Moshinsky J) and Re Selfwealth Limited (No 2) [2025] FCA 416 at [9] (O’Bryan J).

Compliance with Court orders

Dispatch of Scheme Booklet

12    On 3 March 2026, an office copy of the convening orders was lodged with ASIC, as required by r 3.5(b) of the Federal Court (Corporations) Rules 2000 (Cth) and order 16 of the convening orders.

13    On 4 March 2026, a copy of the Scheme Booklet was registered with ASIC.

14    The convening orders required Cannatrek to convene the Scheme Meeting by providing various documents to its shareholders on 4 March 2026, the principal document being the Scheme Booklet.

15    The convening orders required that the Scheme Booklet be provided to Cannatrek Shareholders as follows:

(a)    Email Shareholders were required to be sent an email containing a hyperlink to a document from which the Email Shareholder could view and download an electronic copy of the Scheme Booklet and lodge an electronic proxy appointment;

(b)    Hard Copy Shareholders were required to be sent a hard copy of the Scheme Booklet and proxy form, as well as a business reply-paid envelope for the return of the completed proxy form; and

(c)    if Cannatrek received an automatic, system generated notification that the documents were unable to be delivered to the nominated email address of Email Shareholders, the documents were to be dispatched in accordance with the process set out in paragraph 15(b) above to those shareholders.

16    In the Sixth Dennison Affidavit, Mr Dennison stated that the only Cannatrek Shareholders were Email Shareholders, and there were no Hard Copy Shareholders. The evidence adduced at the approval hearing demonstrated that the requirements in the convening orders for the dispatch of the Scheme Booklet to Email Shareholders were complied with. In particular, a copy of the Scheme Booklet was provided to Cannatrek Shareholders on 4 March 2026, via an email sent to Email Shareholders containing the requisite hyperlink.

17    Bounce-back emails were received from the nominated email addresses of six shareholders. On 6 March 2026, hard copies of the Scheme Booklet and proxy form (as well as a reply-paid envelope) were sent to the six shareholders.

Dispatch of Supplementary Scheme Booklet

18    On 26 March 2026, Cannatrek provided a draft Supplementary Scheme Booklet to ASIC, the need for which arose from the termination of LGP’s proposed contract to sell and lease back its production facility in Busselton, Western Australia (Proposed Transaction). The Proposed Transaction was referred to in sections 7, 8, 9 and 10 of the Scheme Booklet.

19    The same day, ASIC sent an email to Cannatrek’s solicitors stating that, based on ASIC’s examination of the terms of the Supplementary Scheme Booklet, ASIC did not propose to make submissions on, or intervene to oppose the dispatch of, the Supplementary Scheme Booklet. ASIC also advised Cannatrek’s solicitors that it does not register supplementary disclosures for schemes of arrangement and, as a result, the Supplementary Scheme Booklet was not registered with ASIC.

20    On 27 March 2026, Cannatrek emailed the Court requesting orders for the dispatch of the Supplementary Scheme Booklet to Cannatrek Shareholders in the manner required by the convening orders. Cannatrek filed the following evidence in support of the request for the orders: a fourth affidavit of Brent Dennison affirmed on 27 March 2026 which annexed the Supplementary Scheme Booklet, a fifth affidavit of Mr Dennison affirmed on 30 March 2026, and an affidavit of Ms Anna Smith, solicitor for Cannatrek, affirmed on 30 March 2026.

21    Section 1 of the Supplementary Scheme Booklet, which was headed “Update on WA Facility”, explained that the Proposed Transaction had been terminated, with the termination announced on the ASX on 19 March 2026.

22    The evidence adduced demonstrated that the independent expert confirmed that the termination of the Proposed Transaction did not change their analysis or opinion of the Scheme as set out in the Independent Expert Report. The Cannatrek Board also confirmed that their recommendation remained that Cannatrek Shareholders should vote in favour of the Scheme.

23    The Supplementary Scheme Booklet notified shareholders of the revised date of the approval hearing, which at that stage was re-listed for 24 April 2026.

24    On 31 March 2026, the Court made the requested orders (supplementary orders), requiring Cannatrek to provide the Supplementary Scheme Booklet to Cannatrek Shareholders, by the same method set out in the convening orders, and for Cannatrek to lodge an office copy of the orders with ASIC.

25    The evidence adduced at the approval hearing demonstrated that the Supplementary Scheme Booklet was dispatched on 31 March 2026 in the manner required by the supplementary orders and Cannatrek lodged a copy of the supplementary orders with ASIC on the same day.

26    The Supplementary Scheme Booklet was dispatched ten days prior to the Scheme Meeting, which took place on 10 April 2026, but only eight days prior to the due date for proxy forms. The latter was self-evidently less than ten days prior to the due date for proxy forms, which is generally the appropriate amount of time to give scheme participants to consider supplementary information under RG 60.96 in ASIC's Regulatory Guide 60 (Schemes of Arrangement). As the disclosure in the Supplementary Scheme Booklet was confined and there was no change to the directors’ recommendation or the independent expert’s opinion, I am satisfied that the supplementary disclosure eight days before the proxy deadline was sufficient: see Re Carbon Revolution Ltd (No 2) (2023) 169 ACSR 225; [2023] FCA 1173 at [88] (Beach J); Re PointsBet Holdings Limited (No 2) [2025] FCA 645 at [18] – [19] (Bennett J).

27    On the evidence adduced, I am satisfied that adequate notice of the Supplementary Scheme Booklet, and notice of the approval hearing then re-listed for 24 April 2026, was provided to ASIC and to Cannatrek Shareholders before the Scheme Meeting.

Conduct of the Scheme Meeting

28    In accordance with order 1 of the convening orders, the Scheme Meeting was held on 10 April 2026 at the offices of K&L Gates, 25/525 Collins Street, Melbourne VIC 3000 commencing at 9:30am (Melbourne time), and was also accessible online.

29    In accordance with order 3 of the convening orders, the Scheme Meeting was conducted in compliance with the requirements in Pt 2G.2 of the Corporations Act and Cannatrek’s constitution, and the arrangements for attending, participating and voting in the Scheme Meeting were substantially in the same form as outlined in the Notice of Scheme Meeting. Mr Dennison was chairperson of the Scheme Meeting, as required by order 10 of the convening orders.

30    In accordance with order 6 of the convening orders, Cannatrek Shareholders whose names were recorded in the register of members of Cannatrek as at 7:00pm (AEDT) on 8 April 2026 were entitled to vote at the Scheme Meeting.

31    In accordance with order 7 of the convening orders, voting at the Scheme Meeting was conducted by way of a poll.

32    In accordance with orders 8 and 9 of the convening orders, proxy forms that were completed and delivered in the correct form by 9:30am (AEDT) on 8 April 2026 were counted in the result of the relevant poll.

Published notice of the approval hearing

33    By order 12 of the convening orders, the Court dispensed with the requirement in r 3.4 of the Rules for Cannatrek to publish the notice of the approval hearing in a newspaper (see Cannatrek No 1 at [80]–[82]).

34    In lieu of a newspaper advertisement, orders 13 and 14 of the convening orders required Cannatrek to publish on the website of “Boardroom”, which provides share registry services to Cannatrek and hosted the online Scheme Meeting (https://boardroomlimited.com.au/meeting/cannatrekscheme2026), a notice setting out the details for the approval hearing, and the process for any person wishing to appear at that hearing to oppose the approval of the Scheme (Boardroom Website Announcement), at least 5 days before the approval hearing.

35    On 4 March 2026, the Boardroom Website Announcement was published in compliance with order 13 in the timeframe required by order 14 of the convening orders.

36    On 31 March 2026, following the first re-listing of the approval hearing, Cannatrek updated the Boardroom Website Announcement to reflect the adjournment of the approval hearing to 9:30am on 24 April 2026.

Outcome of the Scheme Meeting and voter turnout

37    In accordance with s 411(4)(a)(ii) of the Corporations Act, the Scheme resolution was passed by a majority in number of members present and voting (either in person or by proxy) at the Scheme Meeting, and by at least 75% of the votes cast on the Scheme resolution. Specifically, the evidence establishes that the Scheme resolution was passed by 98.44% of the votes cast and by 96.15% of Cannatrek Shareholders present and voting.

38    The number of shares voted at the Scheme Meeting as a percentage of Cannatrek’s total issued share capital eligible to vote was 77%, and the number of shareholders who voted as a percentage of the total number of shareholders eligible to vote was 19.16%.

39    Cannatrek adduced evidence that the level of voter turnout at Cannatrek’s 2024 Annual General Meeting, as a percentage of the total number of eligible shareholders, was 1.95%. Cannatrek submitted that the level of voter turnout at the Scheme Meeting was relatively high, such that concerns that can arise in cases of low voter turnout (ie, less than 10% of shareholders voting), do not arise here: Re Dropsuite Limited (No 2) [2025] FCA 487 at [19] (Button J), Re Midway Limited [2025] FCA 47 at [28] (Anderson J) and Re Crown Resorts Limited (No 2) [2022] FCA 710 at [37] (Anderson J). I accept that submission.

Second adjournment of the approval hearing

40    As set out in Cannatrek No 1 at [2], on 14 January 2026, Cannatrek and LGP entered into a SID under which LGP agreed to acquire all of the ordinary shares on issue in Cannatrek by way of the Scheme. One of the conditions precedent in the SID is that shareholders of LGP pass resolutions approving the Scheme Consideration (Scheme Consideration Resolution).

41    The LGP general meeting was delayed twice.

42    Cannatrek adduced evidence that the LGP general meeting was first postponed to 22 April 2026 because there were delays in finalising and issuing the Notice of Meeting to LGP shareholders.

43    As the date of the rescheduled shareholders’ meeting approached, the directors of LGP resolved to further postpone the vote on the Scheme Consideration Resolution to allow more time for the conditions precedent to the SID to be satisfied and in light of a further development. That is, LGP had been made aware that, after the Scheme Meeting, Cannatrek’s solicitors had received a “without prejudice” letter from the Australian Government Solicitor, on behalf of the Therapeutic Goods Administration (TGA), regarding the TGA’s regulatory investigation in relation to Cannatrek.

44    On 21 April 2026, LGP issued an announcement that its board had resolved to postpone consideration of the Scheme Consideration Resolution until 22 May 2026.

45    On the same day, Cannatrek notified the Court that it sought an adjournment of the approval hearing until 25 May 2026, after the LGP shareholders’ meeting.

46    On 21 April 2026, the Court made orders that the approval hearing be adjourned to 25 May 2026 and for Cannatrek to lodge an office copy of the orders with ASIC. Cannatrek lodged an office copy of the orders with ASIC on the same day.

47    On 24 April 2026, Cannatrek notified Cannatrek Shareholders of the adjournment of the approval hearing to 25 May 2026 by email. As already mentioned, all Cannatrek Shareholders were Email Shareholders. There were two bounce-back notifications and, after obtaining an alternative email address for one shareholder and contacting the other shareholder by telephone, neither raised any issue in relation to the Scheme.

48    On the basis of the evidence adduced at the approval hearing, I am satisfied that Cannatrek Shareholders were notified of the approval hearing re-listed for 24 April 2026 and then 25 May 2026 in accordance with the Court’s orders.

49    Cannatrek gave evidence that it had not received any notice from any person indicating an intention to oppose the approval of the Scheme or indicating an intention to appear at the approval hearing.

Full and fair disclosure to members

50    On the basis of the evidence adduced at the convening hearing, and the further evidence adduced in relation to the Supplementary Scheme Booklet, I was satisfied that the Scheme Booklet and Supplementary Scheme Booklet (Scheme Booklets) met the disclosure obligations imposed by s 412 of the Corporations Act and that appropriate verification processes had been implemented to ensure the accuracy of the statements made in the Scheme Booklets. On the basis of this evidence, I am satisfied that there has been full and fair disclosure to members of all material information.

Satisfaction of conditions precedent

51    Before approving a scheme, the Court will ordinarily require that all conditions precedent to the scheme (other than the Court’s approval of the scheme and the scheme coming into effect) have been satisfied or waived.

52    On 25 May 2026, Cannatrek and LGP exchanged certificates certifying (in respect of matters within their respective knowledge) that each of the conditions precedent to the Scheme had been satisfied.

Subsequent matter after the Scheme Meeting

53    On the basis of the matters set out above, I am satisfied that the statutory and procedural requirements in relation to the convening and conduct of the Scheme Meeting, and the prerequisites for the approval of the Scheme, have been met, including notice requirements and receipt of a letter in standard form from ASIC under s 411(17)(b) of the Act that it has no objection to the Scheme. In addition, there is evidence in relation to satisfaction of the relevant conditions precedent.

54    There is, however, a matter that occurred after the Scheme Meeting that requires consideration.

55    On 10 April 2026, after the Scheme Meeting, Cannatrek’s solicitors received a “without prejudice” letter from the Australian Government Solicitor, on behalf of the TGA. Cannatrek did not provide the TGA letter to LGP at the time because it was a confidential, “without prejudice” letter and it was not subject to any requirement for ongoing disclosure under the SID.

56    On 30 April 2026, Cannatrek and the TGA reached an in-principle agreement with respect to contraventions alleged by the TGA and an associated civil penalty. While the quantum of the civil penalty is confidential, and subject to court approval, Cannatrek disclosed that it is within the range of $2 million and $8 million.

57    An ongoing regulatory investigation by the TGA had been disclosed in sections 6.8 and 10.4(c) of the Scheme Booklet. Section 4.3(c)(x) also noted that the regulatory investigation was a matter that may impact the value of the New LGP CV Shares.

58    As set out in Cannatrek No 1 at [48] – [54], under the Scheme, the New LGP CV Shares are convertible into LGP ordinary shares based on the calculation of a “Contingent Amount”, being the difference between the “Cannatrek Liability”, which relevantly includes any loss arising from litigation, prosecution or other proceedings, and the “LGP Liability”. The Court was told that the likely consequence of the in-principle agreement with the TGA is that the New LGP CV Shares may be worth a negligible amount.

59    In Re James Hardie Industries Limited (2001) 39 ACSR 552; [2001] NSWSC 888, Santow J dealt with the issue of the proper course which should be taken in relation to the occurrence of events subsequent to a scheme meeting. His Honour, at [9], referred to the test adopted in earlier cases in terms that, after the meeting of creditors, nothing should have occurred that had it been known to the creditors at the time of the meeting might have induced them to vote differently. His Honour said that he preferred to express the test as whether reasonable shareholders would not alter their decision as to how to act on the scheme if the changes had been disclosed, at least to such degree as to be likely to alter the result of the meeting: at [10] – [11].

60    In Re Skyland Petroleum [2016] FCA 927 at [19], Jagot J framed the test as whether the Court can be satisfied that reasonable shareholders would not have altered their position to such a degree as to be likely to alter the result of the scheme meeting.

61    I am satisfied that, had they known of the civil penalty before the Scheme Meeting on 10 April 2026, reasonable shareholders would not have altered their position at least to such degree as to be likely to alter the result of the Scheme Meeting for the following reasons.

62    First, the ongoing regulatory investigation by the TGA and the potential impact on the value of the New LGP CV Shares was disclosed in the Scheme Booklet.

63    Secondly, the independent expert was informed of the above matters in relation to the in-principle agreement with the TGA and the civil penalty, and confirmed that it did not impact his previous opinion and he still considers that the Scheme is fair, reasonable and in the best interests of Cannatrek Shareholders.

64    Thirdly, the directors of Cannatrek have confirmed that notwithstanding the in-principle agreement with the TGA, they continue to support the Scheme and believe that it is fair, reasonable and in the best interests of shareholders.

65    Fourthly, as set out in Cannatrek No 1 at [52] – [54], even if the New LGP CV Shares have negligible value, the value of the non-contingent consideration, being the New LGP Ordinary Shares, is within the independent expert’s valuation range for the Scheme Shares on a non-controlling basis.

66    For those reasons, I am satisfied that, had they known of the civil penalty before the Scheme Meeting on 10 April 2026, reasonable shareholders would not have altered their position at least to such degree as to be likely to alter the result of the Scheme Meeting.

Whether the Scheme is fair and reasonable

67    Once satisfied that all statutory and procedural requirements in relation to the convening and conduct of the meeting have been met, the Court has a discretion to approve the Scheme pursuant to s 411(4)(b): Re Probiotec Limited (No 2) [2024] FCA 593 at [31] (Button J).

68    I set out the principles relevant to the exercise of this discretion in Re RPMGlobal Holdings Limited (No 2) [2026] FCA 44 at [33] – [34], which may be summarised as follows:

(a)    members are better judges of what is in their own commercial interest than the Court;

(b)    where there is no opposition at the approval hearing, that commercial judgment is particularly relevant; and

(c)    where a scheme is proposed and attracts the requisite statutory majorities, that stands as evidence of a scheme’s apparent fairness and reasonableness.

69    Cannatrek submitted that the Court can be satisfied that the Scheme is fair and reasonable in the sense that an intelligent and honest shareholder, properly informed and acting alone, might agree to the Scheme, for the following reasons:

(a)    the Scheme received the overwhelming support of the Cannatrek Shareholders as reflected in the voting results of the Scheme Meeting;

(b)    all Cannatrek directors recommended that Cannatrek Shareholders vote in favour of the Scheme, for the reasons given in the Scheme Booklets, and the fact that each Cannatrek director stated their intention to vote in favour of the Scheme for the Cannatrek shares held or controlled by them;

(c)    the independent expert formed the opinion that the Scheme is fair and reasonable and therefore in the best interests of Cannatrek Shareholders;

(d)    the Scheme Booklets set out a detailed description of the Scheme, including its potential benefits and disadvantages;

(e)    although the civil penalty was not disclosed to Cannatrek Shareholders before the Scheme Meeting, regulatory investigations by the TGA and their potential impacts on the Scheme Consideration were disclosed in the Scheme Booklet;

(f)    as stated above, I am satisfied that had they known of the civil penalty, reasonable shareholders would not have altered their position at least to such degree as to be likely to alter the result of the Scheme Meeting;

(g)    the Cannatrek directors continued to support the Scheme notwithstanding the in-principle agreement with the TGA, and the civil penalty did not impact the independent expert’s opinion that the Scheme is fair, reasonable and in the interests of Cannatrek Shareholders;

(h)    there was no application to oppose the orders approving the Scheme, ASIC does not oppose the orders, and there is no evidence suggesting any oppression in the conduct of the Scheme Meeting; and

(i)    there are measures in the Scheme to protect shareholders against performance risk.

70    I accept that submission.

Whether all necessary matters have been brought to the attention of the Court

71    There is no indication that there are any additional matters relevant to the exercise of the Court’s discretion that ought to have been, but were not, brought to the attention of the Court by Cannatrek.

Section 411(17)

72    Section 411(17) of the Corporations Act provides that the Court must not approve a compromise or arrangement unless:

(a)    it is satisfied that the compromise or arrangement has not been proposed for the purpose of enabling any person to avoid the operation of any of the provisions of Ch 6; or

(b)    there is produced to the Court a statement in writing by ASIC to the effect that ASIC has no objection to the compromise or arrangement,

but the Court need not approve a compromise or arrangement merely because a statement by ASIC that it has no objection to the compromise or arrangement has been produced to the Court as mentioned in s 411(17)(b).

73    A “no objection statement”, dated 22 May 2026, has been provided by ASIC, satisfying the requirement of s 411(17)(b). Accordingly, the prerequisite in s 411(17) is satisfied and the Court is not aware of any reason why the Scheme should not be approved.

Exemption from s 411(11)

74    Cannatrek sought an order under s 411(12) exempting it from compliance with s 411(11) of the Corporations Act in relation to the Scheme. Section 411(11) provides:

Subject to subsection (12), a copy of every order of the Court made for the purposes of paragraph (4)(b) must be annexed to every copy of the constitution of the body issued after the order has been made.

75    As Cannatrek submitted, the purpose of s 411(11) is to ensure that any modification of the rights of shareholders that may affect interests of persons dealing with the company, such as prospective creditors or purchasers of shares, will have the opportunity of seeing what the exact rights of shareholders in the company, or its creditors, are, as modified by the scheme: Re Equinox Resources Ltd (2004) 49 ACSR 692; [2004] WASC 143 at [22] (EM Heenan J), cited with approval in a number of cases including Re Amcor at [40]; Re iSelect Ltd (No 2) (2022) 166 ACSR 41; [2022] FCA 1528 at [52] – [53] (Anderson J); Re Clemenger Group (No 2) [2023] FCA 974 at [31] (Button J) and Re Costa Group Holdings Ltd [2024] FCA 59 at [33] (O’Callaghan J).

76    Cannatrek submitted, and I accept, that exemption from compliance with s 411(11) is appropriate in the present circumstances given that:

(a)    the Scheme will not alter the constitution of Cannatrek or the rights of Cannatrek’s members, creditors or other persons dealing with the company; and

(b)    no ongoing purpose will be served by requiring the orders approving the Scheme to be annexed to Cannatrek’s constitution in circumstances where Cannatrek will become a wholly-owned subsidiary of LGP following implementation of the Scheme.

Disposition

77    For the foregoing reasons, I was satisfied that the Court should exercise its discretion in favour of approving the Scheme pursuant to s 411(4)(b) and that Cannatrek should be exempted from compliance with s 411(11) pursuant to s 411(12) of the Corporations Act.

Associate:

Dated:    27 May 2026