Federal Court of Australia

Qoria Limited, in the matter of Qoria Limited [2026] FCA 676

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to s 411(1) of the Corporations Act 2001 (Cth) (the Act):

(a)    the plaintiff is to convene and hold a meeting (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 (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 "HVA-04" to the affidavit of Hendrik Christoffel van Aswegen sworn on 26 May 2026) (Second van Aswegen Affidavit) (Scheme Booklet); and

(b)    the Scheme Meeting be held on Thursday 2 July 2026 commencing at 10.00 am AWST at the Forrest Centre, Suite 1, Level 14, 221 St Georges Terrace, Perth, WA 6000.

2.    Subject to these orders, and pursuant to s 1319 of the Act, the Scheme Meeting 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 and the provisions of the plaintiff’s constitution that apply relating to meetings of members, that are not inconsistent with Part 2G.2 of the Act; and

(b)    the arrangements for attending, participating and voting described in the notice of Scheme Meeting contained in Annexure D to the Scheme Booklet (with any necessary amendments contemplated by paragraph 4 below).

3.    Pursuant to s 1319 of the Act, at the 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 5.00 pm AWST on Tuesday 30 June 2026 (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 Voting Time;

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

(e)    Hedley James Roost, or failing him Cameron Ashley Bill, be chairperson of the Scheme Meeting; and

(f)    in respect of the 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 and, in that event, despite any other part of these orders:

(i)    if the Scheme Meeting is postponed:

A.    only Shareholders whose names are recorded in the register of members of the plaintiff at 5.00 pm AWST on the date which is two calendar days before the date of the postponed meeting will be eligible to vote at the Scheme Meeting;

B.    a proxy in respect of the Scheme Meeting will be valid and effective if a proxy form is completed and delivered in accordance with its terms or a proxy is lodged online in accordance with the instructions at least 48 hours before the time scheduled for the postponed meeting; and

C.    a reference in these orders to the Scheme Meeting is taken to include a reference to the postponed meeting.

4.    Pursuant to s 411(1) of the Act, the following documents are approved for distribution to Shareholders:

(a)    the Scheme Booklet, which contains the explanatory statement required by s 412(1)(a) of the Act, substantially in the form of pages 485 to 1065 of Annexure "HVA-04" to the Second van Aswegen Affidavit, with the first line of section 11.9(a)(x) of the Scheme Booklet being amended by deleting the word ‘Qoria’ and in substitution thereof inserting the words ‘Aura (after consultation with Qoria)’, (which Scheme Booklet be and is hereby approved for the purposes only of s 411(1) of the Act); and

(b)    the proxy form in respect of the Scheme Meeting substantially in the form at Annexure "SLM-12" to the affidavit of Stephanie Majteles sworn 21 May 2026 (First Majteles Affidavit) (Proxy Form),

each subject to:

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

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

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

(f)    any other amendments approved by the Court, which include those raised by the Court at the first scheme hearing.

5.    Subject to registration of the Scheme Booklet with ASIC pursuant to s 412(6) of the Act, on or before 2 June 2026, the Scheme Meeting must be convened by the plaintiff dispatching to each Shareholder whose name is recorded in the plaintiff’s register of members at 5.00 pm AWST on Wednesday 27 May 2026 (Register Time):

(a)    in the case of each Shareholder who has nominated an email address for the purposes of receiving meeting communications from the plaintiff (Electing Email Holders), an email substantially in the form at Annexure "SLM-10" to the First Majteles Affidavit with instructions regarding accessing the Scheme Booklet online, instructions to lodge proxy appointments and instructions to access an election form to opt out of the sale facility, if applicable;

(b)    in the case of each Shareholder 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 address recorded in the register:

(i)    a letter substantially in the form at Annexure "SLM-11" to the First Majteles Affidavit with instructions regarding accessing the Scheme Booklet online, lodging proxy appointments and accessing an election form to opt out of the sale facility under the Scheme, if applicable;

(ii)    a copy of the Scheme Booklet;

(iii)    a personalised Proxy Form; and

(iv)    a 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 who has made no election as to the manner in which they receive meeting documents from the plaintiff (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 address recorded in the register;

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

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

6.    Dispatch of the documents referred to above, in accordance with the terms of these orders, is to be taken to be sufficient notice of the Scheme Meeting.

7.    Pursuant to r 5.04(1) and (3) (Item 23(a)) of the Federal Court Rules 2011 (Cth), evidence of the dispatch of the Scheme Booklet in accordance with these orders may be given by way of statement on oath or affirmation on information and belief, at the hearing on 7 July 2026 of an application under s 411(4)(b) of the Act and, if necessary, s 411(6) of the Act, for approval of the Scheme.

8.    The plaintiff shall not be obliged to send documents in accordance with paragraph 5 to any person who becomes a shareholder of the plaintiff after the Register Time.

9.    A proxy form, appointment of a corporate representative, or power of attorney to act on behalf of a Shareholder in respect of the Scheme Meeting will be valid and effective if, and only if, it is completed and delivered by 10.00 am AWST on Tuesday 30 June 2026.

10.    The board of directors of the plaintiff shall have the power to approve for lodgement on the plaintiff’s Australian Securities Exchange (ASX) platform announcements regarding corrections, clarifications or changes to the arrangements for the Scheme Meeting where, in the board’s discretion, such corrections, clarifications or changes are necessary to ensure that Shareholders as a whole will have a reasonable opportunity to participate in the Scheme Meeting, and such announcements will be taken to be sufficient notice of any corrections, clarifications or changes to the meeting arrangements, provided they are made before 10.00 am AWST on Tuesday 30 June 2026 and are explained by the chairperson at the commencement of the Scheme Meeting.

11.    The plaintiff is to publish an announcement via the ASX containing the substance of the matters set out in Form 6 of the Federal Court (Corporations) Rules 2000 (Cth) (Corporations Rules) substantially in the form at Annexure "SLM-13" to the First Majteles Affidavit, by no later than 30 June 2026.

12.    Pursuant to r 1.3 of the Corporations Rules, compliance with the following requirements of the Corporations 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.

13.    The proceeding is adjourned to 10.15 am AWST on Tuesday 7 July 2026 for the hearing of any application under s 411(4)(b) and, if necessary, s 411(6) of the Act to approve the Scheme.

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

15.    The plaintiff has liberty to apply upon giving 24 hours’ notice to ASIC.

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

REASONS FOR JUDGMENT

JACKSON J:

1    The plaintiff, Qoria Limited, proposes a scheme of arrangement (Scheme) which requires the Court’s approval under Part 5.1 of the Corporations Act 2001 (Cth). On 27 May 2026 I made orders under s 411(1) of the Act convening a meeting of the shareholders of Qoria to vote on whether to approve the Scheme. These are the reasons for those orders.

Key features of Qoria and of the proposed Scheme

2    Qoria is a public company limited by shares and listed on the Australian Securities Exchange (ASX). It is a global technology company headquartered in Perth, Western Australia, which provides online safety, digital wellbeing and cyber security solutions for parents and schools in Australia, the United States, the United Kingdom, New Zealand and Europe.

3    Qoria currently has some 1,374,229,404 ordinary shares on issue (Qoria Shares) in addition to various other equity incentives issued to Qoria directors, senior management personnel, employees, contractors and consultants and share warrants issued to a lender, Ashgrove Capital.

4    The Scheme involves the acquisition of all the Qoria Shares by Aura Consolidated Group, Inc., a privately-held US-based technology platform company headquartered in Boston, Massachusetts. Aura was registered as a foreign company in Australia with the Australian Securities and Investments Commission (ASIC) on 20 February 2026. It describes its main business as the leveraging of an internal artificial intelligence engine to provide subscription-based online safety products designed to enable parents to protect children from digital threats such as predators, cyberbullying and technology-driven mental health risks. It has an exclusive distribution arrangement with MetLife, a large employee benefits provider, by which Aura is offered to employees as a workplace benefit. Approximately 25% of Aura’s enterprise revenue is generated under that arrangement.

5    On 2 February 2026, Qoria announced that it had entered into a binding merger implementation deed (MID) with Aura. The MID provides for the acquisition of Qoria by Aura by way of the Scheme, along with the listing of the common stock of Aura on the ASX in a way that is about to be described.

6    On 24 April 2026, Qoria announced that Qoria and Aura had agreed to amend the MID by a deed of variation and on 21 May 2026, Qoria and Aura agreed to amend the terms of the proposed Scheme.

7    On implementation of the Scheme, Aura will acquire all of the Qoria Shares in consideration for shares in the common stock of Aura. Under a standard arrangement for the quotation of the securities of foreign companies on the ASX, legal title of that stock will be held by CHESS Depository Nominees Pty Ltd, a wholly owned subsidiary of ASX Limited. Each Scheme shareholder will receive a beneficial interest in the common stock of Aura in the form of CHESS depositary interests (CDI) at the exchange ratio of 1 Aura CDI for approximately every 17.4 ordinary shares in Qoria.

8    Ineligible foreign shareholders will not receive the Scheme consideration; instead, the new Aura CDIs, which they would have received, will be issued to a sale agent and sold under a standard sale facility, with the net proceeds remitted to them. Also, Aura will not be under any obligation to issue any new Aura CDIs to any holder of small unmarketable share parcels. Their shares will also be sold by a sale agent, unless there are no ineligible foreign shareholders as at the record date for the Scheme, in which case the holders of the unmarketable parcels will receive cash consideration calculated at market value for the Aura CDIs that would otherwise have been issued.

9    It is a condition precedent to the Scheme that Aura is approved to be admitted to the official list of the ASX, and that the new Aura CDIs to be issued under the Scheme are approved to be admitted to official quotation for trading on the ASX.

10    Aura will also raise equity capital of US$100 million in connection with the implementation of the Scheme (Capital Raise) and will lodge an Australian prospectus with ASIC under the Corporations Act.

11    Also, existing shareholders in Aura will be able to elect to convert their stock into CDIs that will be quoted on the ASX.

12    Following the implementation of the Scheme, Qoria will become a wholly owned subsidiary of Aura and will be delisted from the ASX. The newly combined group will then begin trading on the ASX with the ticker symbol AXQ.

13    In broad terms, then, the outcome if the Scheme is implemented will be that eligible shareholders in Qoria will come to hold shares in Aura via CDIs, which will be quoted on ASX. Shares in Aura issued in the Capital Raise will also be held via quoted CDIs, as will any Aura shares that have been the subject of the election mentioned above. While the precise conversion ratios will be determined at the time of implementation, taken together all the shareholders in Qoria will hold a substantial but minority proportion of the common stock of Aura by way of the CDIs.

14    Governance arrangements have been agreed to reflect the merger of Qoria and its operations with Aura. The current CEO and founder of Aura, Hari Ravichandran, will become Managing Director and CEO of the merged group. He and three other nominees of Aura will be on the board of the group. Tim Levy, the current Managing Director of Qoria, will also be on the Board as Executive Director and will act as CEO of Aura Alpha, described in the draft of the Scheme Booklet to be issued to shareholders as ‘a new strategic venture within the Merged Group to drive long-term innovation and explore new avenues for growth’. Mr Levy will report directly to Mr Ravichandran. The current chair of Qoria, Peter Pawlowitsch will be on the Board as Deputy Chairman and Lead Independent Director. One other non-executive director will be nominated by Qoria to the Board of the merged company. Hence the Board will be comprised of four Aura nominees and three Qoria nominees.

Materials relied on

15    Qoria relied on the following affidavits in support of its application for orders under s 411(1) of the Corporations Act:

(a)    affidavit of Hendrik Christoffel van Aswegen sworn on 9 March 2026;

(b)    affidavit of Hedley James Roost sworn on 21 May 2026;

(c)    affidavit of Stephanie Louise Majteles affirmed on 21 May 2026;

(d)    affidavit of Michael Ziegelaar sworn on 25 May 2026;

(e)    second affidavit of Stephanie Louise Majteles affirmed on 25 May 2026;

(f)    second affidavit of Hendrik Christoffel van Aswegen sworn on 26 May 2026; and

(g)    third affidavit of Hendrik Christoffel van Aswegen sworn on 26 May 2026.

Principles

16    The principles governing the establishment of a scheme of arrangement are well-established and need not be repeated in depth. A meeting of members must be called pursuant to an order of the Court. If the members vote in favour of the scheme by the majorities prescribed in s 411(4), a further application will then be made to the Court for approval of the scheme. I otherwise adopt, without repeating, the summary of the relevant principles in Re Essential Metals Ltd [2023] FCA 1101 at [8]-[13].

17    In order to make orders convening the scheme meeting, the Court must be satisfied of various formal and procedural requirements. Two of the central considerations to which the Court must have regard are: whether the ‘explanatory statement’ required under s 412(1)(a) of the Corporations Act, commonly referred to as the scheme booklet, will provide proper disclosure to shareholders; and, whether the scheme is bona fide and likely to be approved at a second hearing, assuming it is unopposed.

The prerequisites for convening a meeting were satisfied

18    I will now address each of the necessary formal and procedural prerequisites for the making of orders convening the Scheme meeting.

The Scheme is within the scope of Part 5.1

19    An ASIC search in evidence confirms that Qoria is an Australian public company registered under the Corporations Act. It is therefore a ‘Part 5.1 Body’ as required by s 411 of the Act.

The Scheme is an arrangement within the meaning of s 411(1)

20    Section 411 operates in respect of a ‘compromise or arrangement’, which has been interpreted broadly to mean any arrangement, otherwise legal, which touches or concerns the rights and obligations of the company or its members or creditors: see Re NRMA Insurance Ltd [2000] NSWSC 82 at [20] (Santow J). The proposed arrangement for the acquisition of all the shares in Qoria plainly falls within that concept.

The meeting will be constituted by shareholders in an appropriate class

21    Pursuant to s 411(6) read with s 411(1), the Court may approve an arrangement between a company and its members or creditors or any class of them.

22    There will be only one class of shareholders voting at the Scheme meeting, as all of the shareholders have the same right to receive the consideration under the Scheme. This is so even when considering any ineligible foreign shareholders or the holders of small unmarketable parcels. The standard sale processes set out in respect of them are not class creating: see Re Excelsior Gold Ltd [2018] FCA 2064 at [37]-[43] (McKerracher J).

23    A range of other securities in Qoria have been issued. I am satisfied that none of them are class creating, as each will be dealt with as about to be described.

Qoria options

24    Some 11,962,536 unlisted options to acquire fully paid ordinary shares are on issue. They are all held by Qoria directors.

25    The options issued to non-executive directors will automatically vest on 30 June 2026 and will be converted into Qoria Shares prior to the Scheme’s record date (as defined in the Scheme Booklet).

26    The options held by Managing Director of Qoria, Mr Levy, will automatically vest on the occurrence of a ‘Change in Control’ (as defined in the Qoria Employee Securities Incentive Plan), which will relevantly occur on approval of the Scheme. Some of those options will be converted into Qoria Shares prior to the Scheme’s record date. Mr Levy will have the ability to either exercise the rest of the options to convert them into Qoria Shares, conditional on the Scheme becoming effective, or to enter into a replacement agreement with Qoria and Aura to agree that the options will be cancelled in consideration for equivalent vested Aura options.

27    Hence the options will all be exercised, or otherwise terminated, by agreement that takes effect outside the terms of the Scheme (albeit in some cases conditional on it). This is not class creating.

Qoria performance rights

28    There are some 78,868,785 performance rights on issue. These give the holder the right to acquire a new Qoria Share for nil consideration, subject to the satisfaction of certain performance milestones.

29    Some 40,408,854 performance rights held by senior management will automatically vest upon a Change of Control, including approval of the Scheme. In that event, the holders may either exercise the performance rights so as to convert them into Qoria Shares, or enter a cancellation deed with Qoria and Aura to cancel them in consideration for equivalent Aura performance rights.

30    The remaining performance rights, being some 38,459,931 in number, will not automatically vest. Qoria intends that those holders will be requested to enter a cancellation deed with Qoria and Aura to cancel those performance rights in consideration for equivalent Aura performance rights.

31    If either class of performance right holders does not take those options (as relevant), the rights will lapse for nil consideration at or around the Scheme’s record date.

32    Hence, whatever the outcome, the performance rights are not class creating.

Qoria warrants

33    Some 16,045,408 warrants in Qoria are held by Ashgrove Capital. Each warrant gives Ashgrove Capital the right to acquire a new Qoria Share for its exercise price. Qoria proposes that, unless these warrants are exercised, Qoria, Aura and Ashgrove Capital will enter into a replacement warrant instrument that will cancel the warrants in exchange for equivalent warrants in Aura. Hence, the warrants are not class creating.

Qoria deferred consideration rights

34    Some 11,666,667 deferred consideration rights are on issue. They are rights to be issued Qoria Shares that were issued as a result of an acquisition transaction that took place in 2024. The rights will automatically vest upon the Court’s approval of the Scheme, and the holders of the rights will be contractually obliged to exercise their rights before the Scheme’s record date. Hence, the rights will be converted to ordinary Qoria Shares, and are not class creating.

The disclosure effected by the Scheme Booklet

35    I reviewed a draft of the Scheme Booklet and was satisfied that it struck an appropriate balance by giving shareholders the information they need to make a decision about the Scheme, in a commercially realistic way, without overburdening them with so much information as to undermine comprehensibility. The orders convening the Scheme meeting were made subject to amending the booklet to take account of a matter I raised at the hearing, to make it clear that Aura is not listed on any stock exchange.

Listing of CDIs

36    The proposed listing of shares in Aura on the ASX, or more correctly the listing of its CDIs, can be expected to be of importance to shareholders in Qoria. It is disclosed that this listing will occur, along with the issue of more shares and thus listed CDIs in Aura, as part of the US$100 million Capital Raise. The listing of the CDIs and the receipt of the funds from the capital raising are each conditions precedent to the implementation of the Scheme. These matters are disclosed in the Scheme Booklet.

The independent expert report

37    The Scheme Booklet will include an independent expert’s report on the transaction prepared by Grant Thornton. The report sets out clearly a number of matters that are germane to shareholders’ consideration of the Scheme. Grant Thornton’s conclusion, after considering a range of quantitative and qualitative factors, is that ‘the Scheme is NOT FAIR BUT REASONABLE and hence in the BEST INTERESTS of Qoria Shareholders in the absence of a superior alternative proposal emerging’.

38    Grant Thornton explain that the conclusion that the Scheme is not fair follows from a requirement in ASIC Regulatory Guide 111: Content of expert reports. The requirement is that the expert report compare the estimated value of the relevant securities in the company before the transaction on a control basis (that is, with a premium for control of the company included) with the estimated value of the relevant securities after the transaction on a minority basis (that is, on the assumption that there is no control premium). At the low end of Grant Thornton’s valuation, the value before the Scheme is $0.41 per share and the value after is $0.33; at the high end it goes down from $0.53 to $0.41.

39    The independent expert report goes on, however, to lay out a number of reasons why, in Grant Thornton’s view, the transaction is likely to bring benefits to shareholders, or will avoid difficulties Qoria may otherwise face if the transaction does not proceed. It is not necessary to set out those reasons here; shareholders can read them when they receive the Scheme Booklet. They are, in Grant Thornton’s words ‘qualitative factors’. After considering them, and potential disadvantages of the transaction and certain other relevant matters, Grant Thornton conclude that based on the qualitative factors, the Scheme is reasonable. Hence the ultimate conclusion described above.

40    In Re Essential Metals at [30]-[35], I considered several authorities concerning an independent expert report which concludes that a proposed scheme is not fair but is reasonable. As set out there, a scheme may not be fair, having regard to the comparison between the scheme consideration and the true value of the shares, but may still be reasonable due to other factors. The Court considers whether the expert report properly informs shareholders of its conclusion and the reasons for that conclusion; if so, then in general it is a matter for the shareholders as to whether they wish to approve the scheme. Conceivably there will be situations where a scheme is so obviously unfair or unreasonable that it should not be put to shareholders. But otherwise, in general, it should be permitted to go to the scheme meeting.

41    I was satisfied as to that here. In particular, the independent expert report sets out clearly, and with apparent thoroughness, Grant Thornton’s reasoning on both the quantitative and qualitative aspects of the likely impact on shareholders of the Scheme proceeding, or not proceeding as the case may be. I was satisfied that the Scheme is not so obviously unfair or unreasonable that it should not be put to shareholders, and that shareholders will be able to make a suitably informed decision about their own commercial interests on the basis of the report and the rest of the Scheme Booklet.

The calculation of Scheme consideration

42    The nature of the CDIs as the consideration for the shares in Qoria that will be acquired as part of the Scheme is explained in the Scheme Booklet. The workings of the formula to calculate the consideration that shareholder will receive if the Scheme goes ahead is such that it is not possible to say now what the ratio of exchange between Quoria Shares and Aura CDIs will be. However, that ratio will be known and announced by the time of the Scheme meeting. I am satisfied that this will be sufficient for shareholders to make an informed decision: see, e.g. Re DDH1 Ltd [2023] FCA 982 at [57] (Colvin J).

Verification

43    There was evidence of detailed steps taken by those acting on behalf of each of Qoria and Aura to confirm the veracity of all relevant information contained in the Scheme Booklet.

Conclusion on disclosure

44    For those reasons, I was satisfied that Qoria shareholders will receive sufficient disclosure of the advantages and disadvantages of the Scheme to permit them to vote on an informed basis at the Scheme meeting.

The Scheme is bona fide and properly proposed

45    On the face of the materials, the Scheme has been proposed for a straightforward commercial purpose of effecting a merger between Qoria and Aura, and taking advantage of what management of both companies believe to be improved opportunities for the merged group. This is a purpose that is commonly pursued by way of a scheme of arrangement. There is no reason to think that it has been proposed other than in good faith.

Notice to ASIC

46    ASIC received notice of the hearing of the application on 12 March 2026, so the requirement for 14 days’ notice in s 411(2)(a) of the Corporations Act has been satisfied. The first draft of the Scheme Booklet was served on ASIC on 8 May 2026 and subsequent versions thereafter. ASIC has provided a letter confirming its view that the requirement in s 411(2)(b) of the Act that ASIC have a reasonable opportunity to examine the terms of the Scheme and the draft Scheme Booklet, and to make submissions to the Court in relation to those matters, has been satisfied.

47    It appears that some amendments to the Scheme Booklet have been made to take account of comments from ASIC. ASIC did not appear at the first hearing or seek to make any submissions to the Court.

Procedural requirements

48    This concerns certain procedural requirements under the Federal Court (Corporations) Rules 2000 (Cth).

49    An ASIC search for Qoria is annexed to Mr van Aswegen’s first affidavit, in satisfaction of r 2.4(2).

50    It is proposed that Hedley James Roost be the chairperson of the Scheme Meeting, with Cameron Ashley Bill as his alternate. Mr Roost’s affidavit provides the disclosure required by r 3.2.

51    In accordance with r 3.3(2), the orders convening the Scheme meeting provide that it is to be conducted in accordance with the provisions of Part 2G.2 of the Act, as modified by the orders.

52    As is now common, the orders dispensed with the requirement in r 3.4 for the application for approval of the Scheme to be publicised in newspapers.

Other matters relevant to the exercise of discretion

53    The Court will ordinarily not convene a scheme meeting unless it is satisfied that it would be likely to approve the scheme on the hearing of a petition that is unopposed. If the arrangement seems fit for consideration by the meeting of members and is a commercial proposition likely to gain the Court’s approval, then leave should be given. But the Court may still intervene in circumstances in which the scheme appears on its face so blatantly unfair or otherwise inappropriate that it should be stopped in its tracks: Re Foundation Healthcare Ltd [2002] FCA 742 at [36], [44] (French J); Re Xplore Wealth Ltd [2020] FCA 1868 at [24] (Markovic J).

54    With those broad principles in mind, it is appropriate to note a number of matters that have been brought to the Court’s attention.

Directors’ recommendations

55    Each of the directors of Qoria recommend that shareholders vote in favour of the Scheme. The directors are eligible to receive certain performance incentive benefits, including through the options and performance rights discussed above. But none of these benefits are conditional on the Scheme being implemented. They are appropriately disclosed in the Scheme Booklet.

56    Two directors of Qoria are entitled to receive one off ‘exertion fees’ for work done in connection with negotiations with Aura. But these are in consideration of past services and are not conditional on the outcome of the Scheme. They are not extravagant in amount.

57    I was satisfied that it was appropriate for the Scheme materials to go to shareholders with the directors’ recommendations.

Break fees

58    Break fees, styled in the transaction documents as ‘reimbursement fees’, are payable in certain circumstances. They are accompanied by standard exclusivity provisions, including ‘no shop’, ‘no talk’ and ‘no due diligence’ obligations.

59    The break fee payable by Qoria to Aura (or, if applicable, by Aura to Qoria) is $10 million excluding GST. When that fee was first agreed, it was just under 1% of Qoria’s equity value calculated on accordance with the Scheme consideration, which is in line with Takeovers Panel guidance. Due to changes to the value of Qoria Shares, as implied by the terms of the Scheme as subsequently amended, the fee now represents 1.68% of the equity value, thus exceeding the Takeovers Panel guidance.

60    It did not follow that the Scheme should not go to shareholders based on that fact alone. Qoria has cited Re Cytopia Ltd [2009] VSC 560 at [12]-[18], Re Isentia Group Ltd [2021] NSWSC 910 at [20]-[22] and Re Webcentral Group Limited [2020] NSWSC 1279 at [30] as cases where schemes were put to shareholders despite the presence of break fees in excess of 1%. I accepted that the fee only exceeded the guidance threshold because of a decline in the Scheme consideration, which was negotiated on an arms’ length basis, and that the excess is not so great as to raise any significant concern that it will influence the vote.

61    Further, the circumstances in which the break fee was payable are standard. They are accompanied by standard exclusivity provisions (‘no shop’, ‘no talk’ and ‘no due diligence’) which operate for an acceptable period of no more than 12 months from the date of the MID. These include an appropriate carve out for situations in which the fiduciary duties of the directors compel them to recommend an alternative transaction. Also, and importantly, the break fee does not become payable in the event that shareholders do not approve the Scheme.

62    The fee and the relevant circumstances are all appropriately disclosed in the Scheme Booklet. I was satisfied that neither it, nor the associated exclusivity provisions, furnished any reason not to allow the Scheme to be put to shareholders: see generally Re Global Uranium and Enrichment Ltd [2025] FCA 1684 at [57] (Vandongen J), citing Re Latin Resources Ltd; Ex parte Latin Resources [2024] WASC 513 at [160] (Strk J).

Performance risk

63    Aura has executed a deed poll in respect of the Scheme, under which it submits to the non-exclusive jurisdiction of the courts of Western Australia and Australia, and authorises Qoria and its directors and officers to act as agent and attorney to enforce the deed poll. This gives shareholders comfort that they may have recourse to the local courts if Aura commits any breach of its obligations under the Scheme.

64    In any event, the Scheme consideration is structured such that Aura will not be entitled to receive any of the Qoria Shares until it has provided the consideration for those shares to shareholders, namely the Aura CDIs. This minimises the risk that shareholders will not receive the consideration to which they are entitled if they approve the Scheme and it otherwise becomes unconditional.

Shareholder communications

65    There was evidence in Ms Majteles’ first affidavit of the manner in which Aura proposes to conduct communications with shareholders about the Scheme. Essentially, it is proposed that an inbound telephone line be established for shareholder queries, which are to be answered by employees of a shareholder communications firm in accordance with a script, which is consistent with the Scheme Booklet and which will be reviewed by Qoria’s lawyers. This is standard and appropriate.

US securities law exemption

66    Aura intends to rely on the approval of the Scheme, if forthcoming, for the purpose of qualifying for an exemption from the registration requirements of the US Securities Act of 1933 s 3(a)(10), including the provision of Aura common stock as consideration for the Scheme transaction. It is appropriate that this be addressed at the hearing to approve the Scheme, if that proceeds: see Re Australian Strategic Materials Ltd [2026] FCA 616 at [56] (Banks-Smith J).

Conclusion

67    In the absence of any reason why the Scheme did not qualify as a proposal to be put to shareholders under s 411 of the Corporations Act, and of any discretionary reason as to why it should not be put, it appeared to me likely that the Scheme will be approved if shareholders vote in favour of it and it is unopposed. For those reasons, orders convening the Scheme meeting for Thursday 2 July 2026 and ancillary orders were made.

Associate:

Dated:    29 May 2026