File number:

NSD 935 of 2026

Judgment of:

DOWNES J

Date of judgment:

30 June 2026

Catchwords:

CORPORATIONS – application pursuant to section 482 Corporations Act 2001 (Cth) to terminate winding up of foreign entity registered in Australia pursuant to Part 5.7 of the Corporations Act 2001 (Cth) – where winding up order made after creditors filed an Involuntary Petition to place company into bankruptcy in the United States under Chapter 11 of Title 11 of the US Code – where Involuntary Petition was dismissed but order made in relation to Australian liquidation by US Bankruptcy Court – where directors have failed to comply with Corporations Act 2001 (Cth) – where proofs of debt exceed $29 million – where no evidence of solvency – where company has ceased to trade in Australia – where company’s assets are unknown

Legislation:

Corporations Act 2001 (Cth) ss 475, 482, 530B, 583

Cross-Border Insolvency Act 2008 (Cth) s 13

Cases cited:

Legend International Holdings Inc v Indian Farmers Fertiliser Cooperative Ltd and Another (2016) 52 VR 40; [2016] VSCA 151

Re Hydrodec Group Plc (monitors apptd) (2021) 152 ACSR 408; [2021] NSWSC 755

Division:

General Division

Registry:

New South Wales

National Practice Area:

Commercial and Corporations

Sub-area:

Corporations and Corporate Insolvency

Number of paragraphs:

30

Date of hearing:

24, 25 and 29 June 2026

Counsel for the Plaintiff:

Mr A Di Franceso

Solicitor for the Plaintiff:

Hegarty Legal

Counsel for the First and Second Defendants:

The First and Second Defendants did not appear

Counsel for the Third Defendant:

Ms M Hall

Solicitor for the Third Defendant:

HFW Australia

Counsel for Mr Manning:

Mr J Anderson

Solicitor for Mr Manning:

Hall & Wilcox

Counsel for Mawson Infrastructure Group Inc (in liq):

Ms S Scott

Solicitor for Mawson Infrastructure Group Inc (in liq):

Hamilton Locke

NSD 935 of 2026

BETWEEN:

CAMERON HAMISH GRAY IN HIS CAPACITY AS LIQUIDATOR OF MAWSON INFRASTRUCTURE GROUP INC (IN LIQUIDATION) ARBN 649 261 861

Plaintiff

AND:

MARSHALL INVESTMENTS GCP PTY LTD ACN 655 680 256 ATF THE MARSHALL INVESTMENT MIG TRUST

First Defendant

MARSHALL INVESTMENTS MANAGEMENT PTY LTD ACN 629 716 034

Second Defendant

W CAPITAL ADVISORS PTY LIMITED IN ITS CAPACITY AS TRUSTEE FOR THE W CAPITAL ADVISORS FUD ACN 614 171 078

Third Defendant

order made by:

DOWNES J

DATE OF ORDER:

30 JUNE 2026

I certify that the proceeding thirty (30) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Downes.

Date

Event

Evidence

10.8.2016

The Third Defendant, W Capital Advisors Pty Ltd (ACN 614 171 078) (trustee for the W Capital Advisors Fund) (W Capital), was incorporated. W Capital was formerly known as Wolter MR Pty Ltd.

CHG1 at 12-17

30.10.2018

The Second Defendant, Marshall Investments Management Pty Ltd ACN 629 716 034 (Marshall Investments), was incorporated.

CHG1 at 22-26

26.9.19

Mr James Manning (Mr Manning) was appointed a director and the company secretary of Mawson Infrastructure Group Pty Ltd (ACN 636 458 912) (MIGPL).

CHG1 at 5419

20.12.19

Mr Manning was the Chief Executive Officer of MIGPL until 22 May 2023.

CHG1 at 5430

30.12.20

Mawson (then known as Wize Pharma, Inc.), which operated from Israel, entered into a bid agreement with MIGPL (formerly known as Cosmos Capital Ltd), a digital infrastructure provider based in Sydney, NSW Australia (Bid Agreement). Under the Bid Agreement, Mawson acquired all of the shares of MIGPL on 9 March 2021 in a stock for stock exchange.

CHG1 at 1264

9.3.21

Mr Manning was appointed a director of Mawson

Infrastructure Group, Inc. (Mawson).

CHG1 at 8

30.6.2021

Mawson became registered in Australia with ASIC as a foreign company that is not locally incorporated. Mawson commenced identification under ARBN 649 261 861.

CHG1 at 7-11

17.3.21

Mawson changed its name from Wize Pharma, Inc to Mawson Infrastructure Group, Inc in connection with the acquisition of MIGPL.

Subsequent to the acquisition of MIGPL, Mawson became a digital asset infrastructure business which develops and operates digital infrastructure platforms and data centers for enterprise customers and for its own purposes.

Mawson designs, builds, and operates next-generation digital infrastructure platforms and provide services across artificial intelligence, high-performance computing, digital assets (including Bitcoin mining), and other intensive compute applications.

CHG1 at 1264 Gray1 at [6]-[7], CHG1 at 1-3

29.9.21

Shares of Mawson’s common stock listed on The

Nasdaq Capital Market (Nasdaq) since this day.

CHG1 at 1264

29.11.21

The First Defendant, Marshall Investments GCP Pty Ltd (formerly Marshall Investments MIG Pty Ltd) (ACN 655 680 256) (trustee for the Marshall Investment MIG Trust) (Marshall), was incorporated.

CHG1 at 18-21

As at 31.12.21

Mawson operated two modular data centers in the United States and one in Australia with its head office being located at Level 5, 97 Pacific Highway in North Sydney, NSW Australia.

CHG1 at 1264

From at least 31.12.22

Mawson updated its address for service to Pennsylvania, US, but continued to operate the head office until at least June 2023, from Level 5, 97 Pacific Highway in North Sydney, NSW, Australia.

Mawson had subsidiaries in Australia being Mawson Infrastructure Group Pty Ltd (ACN 636 458 912) (MIG) and Mawson AU Pty Ltd (ACN 660 017 685).

CHG1 at 1264-1265

22.8.23 – September 2023

Mr Manning resigned as a director of Mawson and its subsidiaries.

CHG1 at 5440-5441

October 2023

MIG was placed into administration on 30 October 2023 and became subject to a deed of company arrangement on 21 December 2023 and varied on or around 7 March 2025.

CHG1 at 36-40 & 1268

3.11.23

to 13.6.25

The Plaintiff and Anthony Elkerton were appointed as joint and several receivers and managers over the entire assets and undertakings of MIG. They were appointed by W Capital under a General Security Agreement dated 2 September 2022 granted by MIG to W Capital.

Gray1 at [11], CHG1 36-

40

23.4.24

Mawson AU Pty Ltd (ACN 660 017 685) was placed into liquidation.

CHG1 at 245

31.5.24

W Capital obtained default judgment against Mawson in Supreme Court of New South Wales, Equity Division, Commercial List, proceedings 2024/117331 (the SC Proceedings). The judgment was in the amounts of USD$166,218.30 in respect of a Convertible Note and AUD$298,926.30 in respect of a Loan Deed, plus interest of USD$4,612.12 and AUD$69,951.25, respectively (the SC Debt). Mawson was ordered to pay W Capital’s costs of the SC Proceedings.

The motion for default judgment had an oral hearing before Justice Ball on 31 May 2024. Mawson was represented by counsel at the hearing of the motion for default judgment. Mawson neither consented to, nor opposed, default judgment being entered against Mawson. The judgment debt has not been paid by Mawson.

Gray1 at [21(i)(c)], [138(g)]; CHG1 at 4914-4916

12.6.24

W Capital served on Mawson a statutory demand for the SC Debt under Part 5.7B of the Corporations Act 2001 (Cth) (Corps Act).

Mawson denied it owed the SC Debt but did not apply to set aside the statutory demand and did not comply with, or secure the amount of, the statutory demand.

This gave rise to a presumption of insolvency under s 585(a) of the Corps Act and enlivened the Federal Court’s jurisdiction to determine an application to wind up Mawson in Australia under s 583(c)(i) of the Corps Act.

Gray1 at [21(i)(b)(1)] CHG2 at 181-192

26.6.24

In response to the statutory demand served on Mawson on 12 June 2026, Mawson sent a letter to W Capital’s representative which disputed the amount of debt identified, requesting that it be withdrawn immediately.

CHG2 at 196-198

28.9.24

Mr Manning emailed to the Plaintiff a copy of a draft winding up application proposed to be filed against Mawson in the Federal Court of Australia and draft supporting affidavits. Mr Manning asked if the Plaintiff could provide consent to act as liquidator of Mawson should the winding up be granted by the Federal Court.

Mr Manning is a former director of Mawson and also an accountant who had referred work, from time to time, to the firm of which the Plaintiff was then an insolvency practitioner, DW Advisory.

Gray1 at [12]-[13]

2.10.24

W Capital filed an originating process in the Federal Court of Australia (NSD1395/2024) (Winding Up Application) seeking that Mawson be wound up as a part 5.7 body pursuant to section 583(c)(i) of the Corps Act and that the Plaintiff be appointed Mawson’s liquidator. Marshall appeared as a supporting creditor in those proceedings.

During those proceedings Mawson admitted that it no longer carries on business in Australia [which fact also enlivens the Federal Court’s jurisdiction to determine a winding up application under s 583(c)(i) of the Corps Act].

Gray1 at [16] & [21(i)(b)(2)]; CHG1 at 64-68

Circa 26.11.24

The Federal Court made orders in the Winding Up Application granting leave for the Plaintiff to seek to be appointed as liquidator of Mawson. Leave was required as the Plaintiff was also a receiver of MIG.

The Plaintiff provided a written consent to act as the liquidator of Mawson.

Gray1 at [18]

27.11.24

to 10.2.25

The Plaintiff had no further contact with Mr Manning or W Capital’s solicitors regarding the Winding Up Application other than being informed that the Winding Up Application had been adjourned at the first hearing date.

Gray1 at [20]

29.11.24

The Winding Up Application was part heard before Judicial Registrar Luxton. Mawson appeared [legally represented] and sought and obtained an adjournment of the hearing and leave to serve expert evidence of Mawson’s solvency in its defence of the Winding Up Application.

Gray1 at [16] & [21(i)(d)] CHG1 at 769-777

[Transcript of hearing]

4.12.24

Proceedings), an Involuntary Petition to place Mawson into bankruptcy in the United States under Chapter 11 of Title 11 of the US Code (Involuntary Petition). W Capital claimed in the Involuntary Petition to be owed by Mawson “A$1,661,552.58 plus interest accruing under the Secured Loan Deed and the interest accruing under the certain convertible promissory note, dated 8 July 2022 and legal and professional services costs.” Marshall claimed in the Involuntary Petition to be owed by Mawson “A$12,073,339 plus interest and default management fees accruing under the Secured Loan Facility Agreement and legal professional services costs.” Rayra claimed in the Involuntary Petition to be owed by Mawson “A$50,000 plus interest accruing under the Secured Loan Facility Agreement”.

Gray1 at [31(a)]; CHG1 at 819-825

4.12.24

to 4.11.25

By reason of filing the Involuntary Petition, s 362 of Title 11 of the US Code provided for a worldwide automatic stay which applied to all entities (the Automatic Stay). The Automatic Stay included a stay against “commencement or continuation … of a judicial, administrative, or other action or proceeding against [Mawson] that was or could have been commenced before the commencement of the [Involuntary Petition] …”

[The automatic stay arising under s 362 of Title 11 of the US Code has been held in Australia to be similar to the stay that arises under s 440D of the Corps Act: see York, in the matter of Exactech, Inc (No 2) [2025] FCA 73 (Halley J) at [34] & [50]-[53]]

Gray1 at [115]; CHG1 at 2497-2501

Late December 2024

Mawson chose not to serve expert evidence regarding its solvency.

Mawson served an affidavit from its then General Counsel (affidavit of Mr Kalliste Saloom sworn 19 December), who wrote that a winding up under Part 5.7 of the Corps Act would be futile because Mawson is subject to the jurisdiction of the United States Courts and because of the Automatic Stay and Involuntary Petition being on foot.

W Capital served affidavit evidence of its United States Attorney, Andrew Glenn of Glenn Agre Bergman & Fuentes (Glenn Agre), in which Mr Glenn put forward the opinion that Mr Saloom’s views were incorrect as a matter of United States law.

Gray1 at [16], [21(i)(d)] & [23(a)]

10.1.25

Mawson filed an “Alleged Debtor’s Answer to Involuntary Petition” (Answer) in the US Proceedings. Mawson set out in the Answer various alleged defences, including that Mawson is not insolvent, Mawson disputes the underlying debts the subject of W Capital’s default judgment against Mawson and all debts claimed in the Involuntary Petition and that the US Proceedings were commenced for an improper purpose and to harass and intimidate Mawson.

Gray1 at [21(j)]; CHG1 at 499-504

28.1.25

W Capital filed in the Winding Up Application its outline of submissions (superseding earlier written submissions dated 29 November 2024).

Gray1 at [21], CHG1 at 490-498

5.2.25

Mawson filed its outline of written submissions in the Winding Up Proceedings.

Mawson by its written submissions sought a brief stay or adjournment of the Winding Up Application pursuant to ss 581 and 467(1)(b) of the Corps Act.

Mawson referred to the Answer filed on 10 January 2025.

Mawson’s submissions included:

“18. At this stage, neither the US Proceeding nor the current application before this Court have received recognition by the corresponding jurisdiction as afforded under the UNCITRAL Model Law on Cross-Border Insolvency (which has been implemented in Australia under the Cross-Border Insolvency Act 2008 (Cth)).

19. However, though no automatic stay of the current application is available, s 581 of the [Corporations] Act provides …

…

24.    Accordingly, s 581(2)(a) of the [Corporations] Act imposes on this Court an obligation to ‘act in aid of’ and to ‘be auxiliary to’ the US Bankruptcy Court in relation to the subject matter of the present application: Re Chow Cho Poon (Private) Limited [2011] NSWSC 300 at [12]-[13] (Barrett J)” (my emphasis added).”

At [25]-[27], Mawson submitted that in the absence of any express letter from the US Bankruptcy Court for assistance the law to be applied by the Federal Court was that:

(a)    it will be a matter for the Federal Court to weigh up relevant matters to determine whether in the particular case a winding up order should be made when a Chapter 11 proceeding is on foot; and

(b)    properly construed, s 581(2) of the Corps Act requires the Federal Court to consider what aid may properly be given and how it might act in an auxiliary manner to the United States Bankruptcy Court. The Federal Court is required to consider whether in all the circumstances (including the existence of the US Proceeding which involves a regime that is distinctly different to liquidation) it would be proper to provide aid, and act in an auxiliary manner, by not exercising the discretion to wind up Mawson.

The written submissions did not make any submission to the effect that if Mawson was wound up in Australia then someone other than the Plaintiff should be appointed the liquidator or that the winding up would be void ab initio.

Gray1 at [21(j)]; CHG1 at 499-504

10.2.25

W Capital filed its outline of submissions in reply in the Winding Up Proceeding. W Capital opposed a stay or further adjournment of the Winding Up Application.

Gray1 at [29(k)]; CHG1 at 505-513

11.2.25

Judicial Registrar Luxton gave an ex tempore judgment which is recorded in a transcript referred to as draft reasons for judgment.

The Judicial Registrar entered orders (the Winding Up Orders) which noted:

“Mawson Infrastructure Group Inc:

(a) is unable to pay its debts; and

(b) has ceased to carry on business in this jurisdiction.”

By the Winding Up Orders, the Judicial Registrar ordered:

“1. The plaintiff has leave to file the amended originating process.

2.    Mawson Infrastructure Group Inc, (Mawson) be wound up pursuant to s 583(c)(i) of the Corporations Act 2001 (Cth).

3.    Cameron Hamish Gray, a registered liquidator, is appointed liquidator of Mawson.

The plaintiff’s costs, including reserved costs, be taxed or assessed on a lump sum basis and reimbursed in accordance with the Corporations Act 2001 (Cth).”

Gray1 at [24];

CHG1 at 808-813 (ex tempore reasons / draft reasons for judgment)

CHG1 at 766-768

(Winding Up Orders)

Since 11.2.25

Mawson and its directors never:

(a)    appealed or sought a review of the Winding Up Orders; and

(b)    made any application in Australia to set aside the Winding Up Orders.

Gray1 at [24]

Prior to 11.2.25

It is the Plaintiff’s position that prior to appointment as liquidator of Mawson, the Plaintiff was not aware of the issues in dispute in the Winding Up Application, including any matters under United States law. Other than the Plaintiff’s affidavit in support of leave to act as liquidator of Mawson, the Plaintiff was not provided with, or informed of, any affidavits filed by W Capital or Mawson in the Winding Up Application until after they were sent to the Plaintiff’s solicitors on 26 February 2025.

Gray1 at [25]

12.2.25

The Plaintiff sent a letter to the then directors of Mawson residing in Australia (Gregory Martin and Michael Hughes) requesting they each complete and provide to the Plaintiff a Report on Company Activities and Property (ROCAP) and questionnaire.

The letters also demanded Mr Martin and Mr Hughes deliver the books and records of Mawson to the Plaintiff under s 530B of the Corps Act and requested they assist the Plaintiff to take control of all of Mawson’s assets by either delivering them to the Plaintiff or advising the Plaintiff of their location and any other information the Plaintiff requires.

CHG1 at 853-854 & 903-904

See also CHG1 at 959-960

Mid February 2025

A solicitor acting for W Capital and Marshall, spoke with the Plaintiff about the US Proceedings and the potential joinder of the Plaintiff as liquidator of Mawson to the Involuntary Petition in the US Proceedings. The Plaintiff responded that to consider the request the Plaintiff would require an indemnity agreement and some legal advice.

Gray1 at [34]

25.2.25

The United States attorneys for Mawson (Fox Rothschild) wrote to the Plaintiff. The letter raised with the Plaintiff for the first time the Automatic Stay from the US Proceedings. The letter included:

“Pursuant to § 362(a) of the Bankruptcy Code, which expressly applies to involuntary bankruptcy proceedings, during the Chapter 11 Case, entities are stayed from, among other things, ‘the commencement or continuation… of a judicial, administrative, or other action or proceeding against the debtor that was or could have been commenced before the commencement of the case… [and] any act to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate[.] …The automatic stay is effective with respect to all parties located anywhere in the world that attempt to take possession or assert control of Mawson’s property… The Petitioning Creditors have not obtained nor requested relief from the automatic stay from the Bankruptcy Court.

…

Accordingly, you should refrain from any actions to obtain or exercise control over Mawson and its property while the Chapter 11 Case is pending.

Failure to adhere to the restrictions imposed by the automatic stay may result in sanctions. Mawson reserves all rights and remedies.”

Gray1 at [35]-[36]; CHG1 at 953-955

26.2.25

The Plaintiff, through his solicitors, received a copy of the documents from the Winding Up Application.

Gray1 at [38]

24.3.25

Mawson’s directors had not responded to the Plaintiff’s requests for information, books and records and assistance 12 February 2025. The Plaintiff reported the directors’ non-compliance to ASIC and sought assistance from ASIC.

Gray1 at [42]

28.3.25

The Plaintiff’s solicitor obtained a copy of the following documents in respect of the US Proceedings: (1) the Involuntary Petition and confirmation of service; (2) the Answer; (3) Joinder of Mr Healey and Mr Olde; (4) Interrogatories and discovery requests by Mawson to the petitioning creditors; and (5)-(6) answers to Interrogatories and discovery by the petitioning creditors.

Gray1 at [31], [43]

Early to mid April 2025

The Plaintiff signed a retainer agreement with Glenn Agre for Mr Glenn to act for the Plaintiff in respect of the US Proceedings.

After receiving advice from Mr Glenn, the Plaintiff retained Glenn Agre to file a motion seeking permission for the Plaintiff to file a Chapter 15 Petition to seek the US Bankruptcy Court’s recognition of the Winding Up Orders.

The Plaintiff’s position is that as far as the Plaintiff was aware, Mawson had not sought a stay of the Winding Up Orders in Australia and had not sought to register or have recognised in Australia any orders or stay from the US Proceedings in Australia.

Gray1 at [48]-[49]; CHG1 at 970-971 & see also 992-1001

April 2025

Mr Glenn of Glenn Agre, also acted for the petitioning creditors in the US Proceedings.

Mr Glenn advised the Plaintiff to file a motion to lift the automatic stay in order for the Plaintiff to file: (a) a Chapter 15 petition for recognition of the Winding Up Order and the Plaintiff’s appointment as liquidator of Mawson; and (b) an involuntary Chapter 11 petition against Mawson in the United States pursuant to Section 303(b)(4) of the US Bankruptcy Code.

CHG1 at 1977

Circa 29.4.25

The Plaintiff executed a deed of indemnity by which Marshall, Marshall Investments and W Capital agreed to indemnify the Plaintiff with respect to the US Proceedings subject to the terms of that deed (Indemnity Deed).

Gray1 at [52]; CHG1 at 983-991

2.5.25

The petitioning creditors and the Plaintiff, by Glen Agre, filed in the US Proceedings a motion for limited relief from the automatic stay nunc pro tunc and for permission for me to file a Chapter 15 petition for recognition of the Winding Up Order in the United States (Lift Stay Motion).

[The Plaintiff never became a petitioning creditor under the US Proceedings but was a joint applicant to the Lift Stay Motion.]

Gray1 at [56]

CHG1 at 1005-1044 (Lift Stay Motion including attaching a proposed draft Chapter 15 Petition for Recognition of a Foreign Proceeding)

4.5.25

Mawson filed in the US Proceedings a Motion for Violation of the Automatic Stay seeking orders for the posting of a bond by the various petitioning creditors and that the bond be for the duration of the Chapter 11 proceedings. Mawson also sought the making of a sanctions order against the various petitioning creditors and against the Plaintiff for violation of the Automatic Stay (First Sanctions Motion).

Gray1 at [56]-[57]

CHG1 at 1200-1262 (First Sanctions Motion)

8.5.25

The Plaintiff issued a statutory report to the creditors of Mawson (First Report) and subsequently filed with ASIC other compulsory accounting documents seen at CHG1 pp 9-10.

The First Report included:

•    [at CHG1 p 1266 “The objective of the US proceedings is to ensure that there is a value-maximising restructuring of the Company’s debts through a reorganisation or a sale. It is premature to make a determination as to the ultimate structure of the restructuring”].

•    [at CHG1 p 1267 “Further, I have not received sufficient records of the Company to determine the current asset and liability position of the Company].

•    [at CHG1 p 1268 “I currently do not have the authority to secure or deal with assets of the Company in foreign jurisdictions”].

•    [at CHG1 p 1268, W Capital offered $20,000 to the Deed Administrators of MIGPL for the shares in MIGPL].

•    [at CHG1 pp 1268-1269, the liquidator of Mawson AU Pty Ltd and the subsidiaries of

that entity could not yet predict whether there would be a return to creditors or to Mawson from those liquidations].

•    at CHG1 pp 1269-1273, the Plaintiff’s investigations have been hampered by the failure of the directors to provide books and records and cooperate with the Plaintiff. Mawson continues to trade its business overseas. The Plaintiff has not identified any assets in Australia. “It is premature to speculate on the timing and amount of any dividends for creditors as it will be largely dependent on the outcome of the US Proceedings”].

Gray1 at [58]; CHG1 at 1263-1309

26.5.25

The Indemnity Deed was approved at a meeting of creditors of Mawson.

Gray1 at [52]; CHG1 at 983-991

25.7.25

The respondents to the First Sanctions Motion (including the Plaintiff) filed their Opposition to the First Sanctions Motion.

Gray1 at [68]; CHG1 at 1531-1559

11.8.25

The First Sanctions Motion was heard before United States Bankruptcy Judge Mary F. Walrath who is the docket judge assigned to the US Proceedings.

Her Honour decided that:

•    There will need to be a full evidentiary hearing to decide whether the Involuntary Petition was filed in bad faith and meets the requirements of the US Code for filing;

•    Ordering a bond is an extraordinary remedy and the onus is on the debtor who is seeking the bond to show cause for it to be ordered. But there is enough cause here to warrant an order for the filing of a bond;

•    At CHG1 p 1952, Judge Walrath said, “I think there’s enough smoke there to create a question as to whether or not these petitions were filed in bad faith as part of a collusion with Manning’s clearly stated intent to harm the debtor. And I’m concerned that, again, if the putative debtor is correct and is able to establish that, that it will have some difficulty collecting actual damages [because the petitioning creditors are in Australia]”.

•    Judge Walrath was “inclined to set the bond at twice the amount of attorneys’ fees costs incurred by the putative debtors to date.” Her Honour sought evidence as to what is that amount be adduced by Mawson filing an affidavit in due course.

•    Continuation of the Winding Up Application after the filing the Involuntary Petition was a violation of the Automatic Stay by the petitioning creditors.

•    Mr Glenn providing an affidavit in the Winding Up Application was also a violation of the Automatic Stay but at CHG1 p 1954 Judge Walrath said that her Honour thought it “was not an intentional misstatement of the law and I'll accept that it wasn't, but it was a violation of the stay … I would award actual costs and attorneys’ fees caused by that”.

[The amount ultimately ordered and paid appears to have been US$1.5 million]

CHG1 at 1903-1951[Transcript of the hearing]

CHG1 at 1951-1956 [Ex tempore decision of Judge Walrath]

25.8.25

Marshall filed a motion in the US Proceedings to seek to have a reconsideration of the decision of Judge Walrath in respect of the First Sanctions Motion. It was listed for hearing on 5 September 2025.

CHG1 at 1989-2023

27.8.25

ASIC wrote to the Plaintiff informing the Plaintiff that ASIC had written to the directors of Mawson to remind them of their obligations in respect of Mawson’s liquidation. ASIC invited the Plaintiff to write to ASIC if further assistance was required.

Gray1 at [78]; CHG1 at 1968

Early September 2025

The Plaintiff’s solicitors in Australia took steps to try to locate another American attorney to provide independent legal advice to the Plaintiff as to what the Plaintiff should do in respect of the Lift Stay Motion that had not yet been heard.

The Plaintiff’s solicitors noted that the transcript of the hearing of the First Sanctions Motion referred to Mawson contends there has been collusion and bad faith arising from the petitioning creditors and the Plaintiff sharing the same counsel and that this is a ground for sanctions.

CHG1 at 1977-1978,

1987-1988

5.9.25

Marshall’s filed motion in the US Proceedings to seek to have a reconsideration of the decision of Judge Walrath in respect of the First Sanctions Motion was heard before Judge Walrath.

Judge Walrath’s findings included at CHG2 pp 413:

•    “But it is clear from a closer reading of those affidavits that they were filed only on behalf of W Capital, they were not filed on behalf of any of the other petitioning creditors; and, therefore, it was incorrect for me to attribute the filing of that affidavit, which was a violation of the automatic stay, to any of the petitioning creditors, other than W Capital.”

CHG2 at 409-469 [Transcript of Hearing]

11.9.25

W Capital was ordered by Judge Walrath to pay sanctions to Mawson in the amount of USD$204,475 (Sanctions Order). W Capital, Marshall, Rayra and Liam Healey and Quentin Olde in their capacity as Receivers and Managers of MIG No.1 Pty Ltd (in Liq.) (Receivers and Managers Appointed) were also ordered to post a bond in the amount of USD$1,500,000.00 within fourteen (14) days of the order (Bond Order).

CHG1 at 2558

CHG2 at 495

10.10.25

The Plaintiff had an email sent to ASIC which included:

“As matters currently stand there are Chapter 11 proceedings concerning the company in the United States. Mr Gray is in the process of obtaining legal advice as to the implications of those proceedings on the liquidation in Australia. Mr Gray wishes to obtain that advice prior to asking ASIC to take further steps.”

CHG1 at 2233 & 2235

Friday, 2.10.25

Mawson filed a second sanctions motion and a motion to compel discovery (Second Sanctions Motion).

Counsel engaged by Glenn Agre informed the Plaintiff of the Second Sanctions Motion and because of the allegations in it there was a conflict of interest in Glenn Agre continuing to act for the Plaintiff.

Counsel’s email included:

“Given the short deadline within which you have to respond to the motion, and our inability to file any pleadings on your behalf in light of the conflict of interest alleged by certain other parties whom we previously jointly represented in this matter, it is imperative that you act quickly to retain substitute counsel to represent your interests as soon as possible who can be substituted as counsel for our firm in advance of Tuesday’s deadline.”

Gray1 at [91]

CHG1 at 2238 & 2280 [emails from counsel]

CHG1 at 2239-2270 [Second Sanctions Motion]

October 2025

The Plaintiff was unsuccessful in attempts to obtain alternative legal representation in the US Proceedings and on 16 October 2025 a Mr Welch at Glenn Agre filed the Plaintiff’s objection to the Second Sanctions Motion, along with the Plaintiff’s responses to Mawsons’ Interrogatories and Request for Production.

Glenn Agre by this time had stopped acting for the petitioning creditors and those former clients consented to Glenn Agre acting for the Plaintiff.

Mr Welch agreed to attend the hearing of the Second Sanctions Motion for the Plaintiff on 21 October 2025 (Delaware time).

Gray1 at [95]-[109]

16.10.25

Mawson filed a reply to the responses to the Second Sanctions Motion.

CHG1 at 2435-2452

20.10.25 – 21.10.25

W Capital was placed into voluntary administration.

The Second Sanctions Motion was heard before Judge Walrath.

The Petitioning Creditors no longer sought to pursue the Involuntary Petition.

Judge Walrath, with the agreement of all counsel appearing, provided preliminary rulings and which then became the basis for the orders to be entered to give effect to those rulings.

Judge Walrath requested the parties to provide orders to give effect to the rulings and provided a 14 day period if the Plaintiff sought to alter the rulings.

Judge Walrath’s preliminary and then final rulings included at CHG1 pp 2461-2463, 2472:

•    “First, I do find good cause to dismiss the case, principally, because none of the petitioning creditors wish to prosecute it. I find I do have the power to retain jurisdiction over, among other things, any 303(i) proceedings and I can fully reserve the debtors rights to pursue those and the rights of the petitioning creditors to object to any such 303(i) request.”

•    Mawson is to file an Adversary Complaint in the US Proceeding if Mawson requests any 303(i) relief.

•    The orders for discovery will be reinstated after dismissal of the Involuntary Petition and jurisdiction will be retained in the proceeding.

•    The Court has the power to stop the reinstatement of any ‘proceeding or custodianship’ following dismissal of the Involuntary Petition and Judge Walrath intended to make such an order to include the Australian proceeding that was stayed during the Involuntary proceeding so it is not reinstated or allowed to continue upon the lifting of the automatic stay following dismissal of the Involuntary Petition.

•    Any application by Mawson with respect to whether the petitioning creditors acted in bad faith, whether to increase the sanctions bond to allow the debtors to draw under the bond, and Mawson’s request for further attorneys fees or for an injunction, must all await or be combined with any request Mawson makes under its 303(i) Adversary Complaint.

•    “I would rule that the liquidator proceeding is not reinstated in accordance with my power under 349(b). And if parties can convince me I don't have that power, they should file a motion for reconsideration and I'll address it then”.

The reporting email from Mr Welch to the Plaintiff’s Australian solicitors (Hegarty Legal) refers to Judge Walrath having found that the Winding Up Application was “void ab initio”. The Plaintiff has proceeded with this interpretation by Mr Welch.

In the transcript of this hearing Judge Walrath does not actually say the Winding Up Order was void ab initio. That is instead put in submissions by counsel for Mawson and Celsius Network Ltd. However, the orders proposed by Judge Walrath may have accepted that position. In any event, the intention of Judge Walrath appears to have been that the liquidation of Mawson came into existence in breach of the Automatic Stay and is to be treated as permanently stayed (that is, not reinstated).

At CHG1 p 2468-2469, Mr Wofford who appeared for a creditor named Celsius Network Ltd submitted regarding the liquidation of Mawson in Australia “… It was a violation of the stay, which is void ab initio, nobody has contested that, but yet, you know, all the papers from the petitioners are silent as to the actual continuing influence or ability to generate cost, expense, and other proceedings, even though that liquidator for bankruptcy purposes really shouldn't exist … So, I leave it there for Your Honor's further guidance or further commentary from the debtor. If you're saying that the 349 invalidates and effectively neuters, for lack of a better term, the liquidator, then, you know, we can take that under advisement and that will be probably restorative and what we need here, but if it's going to leave it ambiguous to us and everyone else, then that is an issue for us.”

At CHG1 pp 2469-2470, Mr Martos counsel for Mawson … submitted “If you've got a liquidator that's void ab initio because it's a violation of the stay, and that has been determined already in this case, we can't have a dismissal that then allows that liquidator to go cause additional mischief … So I do think that is something we need to address and I would echo Mr. Wofford's sentiments that it shouldn't be allowed to happen”.

Gray1 at [111]

Gray1 at [112]

Mr Welch’s reporting

email of hearing in CHG1 at 2455

CHG1 at 2456 [Transcript of hearing]

CHG1 at [Ex Tempore decision of Judge Walrath]

27.10.25

Glenn Agre filed a motion in the US Proceedings seeking leave to withdraw as counsel for the Plaintiff.

Gray1 at [113]; CHG1 at 2479-2492

4.11.25

Judge Walrath entered orders to give effect to her Honour’s reasons expressed during the hearing on 21 October 2025 (the US Orders).

The US Orders included orders that appear to be to the following effect:

1.    For the reasons set forth on the transcript of the hearing of 21 October 2025, the Involuntary Petition is hereby dismissed, with prejudice, subject to the terms set forth in the US Orders.

2.    The terms of the US Orders are immediately effective and enforceable upon their entry.

3.    The dismissal of the Involuntary Petition is without prejudice to Mawson being able to file an application in the US Proceedings under s 303(i) of Title 11 of the US Code to seek: (a) attorneys’ fees and costs, (b) any damages

proximately caused by the Involuntary Petition, and (c) punitive damages. Such application is to be filed within 60 days. The US Court retains jurisdiction in the US Proceedings to determine the s 303(i) application.

4.    The US Court retains jurisdiction over the matter and all prior orders in the US Proceedings remain in effect, including with respect to the anticipated s 303(i) application.

5.    Any party seeking to set aside discovery and Agreed Stipulation orders is to file that application within 30 days.

6.    An order was made regarding complying with discovery and an Agreed Stipulation.

7.    For the reasons set forth on the record at the Hearing, to the extent the Liquidator exists under the laws of any jurisdiction, (a) Cameron Hamish Gray as the liquidator of Mawson (the ‘Liquidator’) is a ‘custodian’ pursuant to sections 101(11) and 543 of the Bankruptcy Code; and (b) notwithstanding dismissal of the Involuntary Petition, the Australian liquidation proceeding against Mawson, NSD1395/2024, in the Federal Court of Australia, New South Wales Registry and any custodianship of the Liquidator in connection therewith shall not be reinstated, as provided for in sections 349(b) and 543 of the Bankruptcy Code. The foregoing shall not constitute an admission or stipulation by the Alleged Debtor [Mawson], Celsius [Network Limited], or any other party in interest in these cases as to the propriety or effectiveness of the appointment of the Liquidator, which parties shall retain any and all rights to contest the effectiveness of (sic) existence of the Liquidator in any future legal case or proceeding. For the avoidance of doubt, the foregoing applies to the Liquidator, not the MIG1 Receivers [receivers of MIG No.1 Pty Ltd (In Liq) (Receivers and Managers Appointed)].

8.    The Court retains jurisdiction as to all matters relating to or in connection with the Involuntary Proceeding, including without limitation the implementation, enforcement or interpretation of this Order.

Gray1 at [115]; CHG1 at 2497-2501

13.11.25

The Judge Walrath granted leave to Glenn Agre to cease acting for the Plaintiff.

Gray1 at [117]; CHG1 at 2505-2506

21.11.25

The Plaintiff through his Australian solicitors (Hegarty Legal) wrote to the US Court. The correspondence included:

1.    The Plaintiff is not in a position to retain alternative counsel in the US Proceedings as he is without funds. Of the Plaintiff’s indemnifiers, W Capital is in Administration and Marshall asserts clause 3 of the Deed of Indemnity excuses Marshall from paying any money in the circumstances that have occurred, where there are allegations of negligence on the part of Glenn Agre who acted jointly for W Capital, Marshall and the Plaintiff. The Plaintiff disputes Marshall’s contentions about the operation of the Indemnity Deed.

2.    “Accordingly, with great respect to the Court, Mr Gray does not propose to play any further part in the US proceedings. To the extent Mr Gray is ordered to produce documents, these have already been made available and Mr Gray has no objection to providing what limited material he has available to the parties”.

3.    “As regards Order 7 made on 4 November 2025, that order does not relieve Mr Gray of any of his duties and responsibilities which arise from his appointment in accordance with the Federal Court. His appointment remains current.”

4.    “The liquidation [in Australia] can only be terminated in accordance with section 482 of the Corporations Act 2001 (Cth).”

5.    “We apprehend there may have been a misunderstanding as to the insolvency jurisdiction as it applies in Australia. Once an order is made appointing a Liquidator as occurred in the case of Mr Gray, that appointment operates of its own force, albeit Liquidators remain subject to the Courts supervisory jurisdiction”

6.    “We wish to reiterate on Mr Gray’s behalf that he was not made aware of the existence of the US proceedings at the time of providing his Consent to Act as Liquidator. If an application were to be made in the Federal Court of Australia seeking orders terminating his liquidation, those orders would not be opposed by Mr Gray.”

Gray1 at [118]-[119];

CHG1 at 2509-2511

8.1.26

Mawson filed an Adversary Complaint in the US Proceedings bringing its application under s 303(i) (the Complaint). The Complaint seeks damages, including punitive damages, against the petitioning creditors, the Plaintiff, Glenn Agre and various other persons.

The Complaint alleges that Mr Manning acted in concert with various other persons named in the Complaint to pursue the Involuntary Petition in bad faith and cause harm to Mawson. The complaint refers to a “cabal” of Australian parties acting together with Mr Manning.

The Complaint alleges that the debts referred to in the Involuntary Petition are not owing by Mawson as they are fraudulent or were created in breach of Mr Manning’s fiduciary duties to Mawson while he was a director of Mawson.

The Complaint alleges against the Plaintiff that he was an accessory to the alleged wrongful behaviour by the Plaintiff’s conduct in the US Proceedings and pursuing the Australian liquidation contrary to the Automatic Stay.

The Complaint alleges Mawson has suffered millions of dollars of damages to be quantified by the Court.

Gray1 at [123]; CHG1 at 2515-2556

19.2.26

W Capital entered into a deed of company arrangement (Wolter DOCA) as recommended by its administrator, Mr Tonks.

Gray1 at [121]

31.3.26

[Leaving to one side questions of the validity of service] a copy of the Complaint was delivered to the Plaintiff.

Gray1 at [123]

8.4.26

Mawson’s Australian solicitors [Hamilton Locke] wrote to the Plaintiff’s Australian solicitors [Hegarty Legal].

Mawson indicated that it considers the Wolter DOCA should be set aside as having been allegedly orchestrated to defeat the Complaint and Sanctions Order. Mawson urgently sought the consent of the Plaintiff for Mawson to make an application in the Supreme Court of NSW to set aside the Wolter DOCA. Mawson submitted that consent should be given as part of giving effect to the US Orders.

Mawson complained that the Plaintiff had not lodged a proof of debt with the Wolter DOCA regarding the amount of the Sanctions Order.

CHG1 at 2557-2558

10.4.26

Hegarty Legal replied to Hamilton Locke. That reply included:

•    Hegarty Legal noted that the amount of the Sanctions Order was less than the amount of the SC Debt and therefore would be set off 100 cents in the dollar under the terms of the Wolter DOCA. Mawson appeared in the SC Debt proceedings and did not adduce evidence in support of the contention that the SC Debt is not owing.

•    Mawson had not taken steps to terminate the Winding Up in Australia and the Plaintiff asks what is Mawson’s intention in that respect.

•    “Our client [the Plaintiff] currently intends to seek the Federal Court of Australia’s directions with respect to Mawson’s liquidation in Australia and is in the process of seeking comments from Mawson’s creditors regarding that approach. Your client’s comments are also sought. Our client’s intention is to present those positions to the Federal Court of Australia as part of seeking directions. As you would appreciate, as an officer of the Federal Court of Australia, our client is obliged to act in accordance with the views of that court and accordingly directions are to be sought from the Federal Court of Australia. We would have thought in all the circumstances, including the submissions that were made by your client to the Federal Court of Australia in November 2024 and February 2025, that your client would seek to take a co-operative approach to the seeking of such directions rather than an adversarial one.”

CHG1 at 2559-2562

Friday, 10.4.26

Hamilton Locke replied to Hegarty Legal disputing the position of the Plaintiff. The letter included:

•    “Our client does not dispute that your client has been validly appointed liquidator. Our client was simply observing that the Order puts your client in an invidious position in terms of the actions that he can or cannot take”.

•    Mawson contends that the Plaintiff has taken no steps to seek directions from the Federal Court.

Mawson seeks consent by 4pm that day for Mawson to apply to the Supreme Court of NSW to set aside the Wolter DOCA.

CHG1 at 2564-2565

Monday, 13.4.26

Mawson filed Supreme Court of NSW, Equity Division, Corporations List, proceedings 2026/154186 (the DOCA Proceedings) seeking to set aside the Wolter DOCA.

CHG1 at 2568-2594

April 2026

Mawson changed its name in the United States to “Big Digital Energy” and then trades on the NASDAQ under the ticker symbol (BGDE) instead of (MIGI).

11.5.26

The Plaintiff circulated a notice to the creditors of Mawson. The notice referred to the US Orders and stated:

“…On 21 October 2025, the US Court decided that, among other things, under United States law my appointment as liquidator for the Company was void ab initio...

The finding by the US Court that the liquidation was void ab initio raises difficult and complicated questions of international law and potential conflicts of law between the decisions of the US Court and the February 2025 decisions of the Federal Court of Australia.

In these circumstances, I intend to seek directions from the Federal Court of Australia in respect of the future conduct of the liquidation of the Company in Australia, or alternatively, subject to the views of Creditors of the Company, for the Court to terminate the liquidation of the Company in Australia under section 482 of the Corporations Act 2001 (Cth). I also intend to adjudicate the Proofs of Debt lodged by the Company’s creditors and seek the Federal Court’s guidance on my adjudications.

I seek the comments and submissions of the Creditors of the Company in respect of the above-mentioned approach and the liquidation of the Company in Australia going forward. I request that any comments and feedback be provided to me by no later than 5.00pm on Friday, 15 May 2026. Please keep in mind that it is my intention to tender into evidence in the Federal Court of Australia application all of the comments and feedback which I receive.”

Gray1 at [128]; CHG1 at 3828

16.5.26

Hamilton Locke wrote to Hegarty Legal. Joined issue with Hegarty Legal’s letter of 10 April 2026 and sought clarification as to the Plaintiff’s position.

The letter included at [11(c)] “Mawson does not carry on business in Australia”.

The letter requested a full account of assets of Mawson which the Plaintiff has gathered or realised since appointment as liquidator.

The letter contended:

“Your client's approach of ‘seeking comments from Mawson's creditors’ before proceeding to seek directions is unusual given your client’s personal position, including as an officer of the Court, and particularly in the context of the assets (if any) in the Australian jurisdiction for him to administer for the benefit of creditors (noting this conduct is in breach of the terms of the November Orders).”

The letter again called for the Plaintiff to consent to Mawson pursuing the DOCA Proceedings and, failing giving that consent, setting out the attitude of the Plaintiff in the event Mawson applies for leave from the Supreme Court to pursue the DOCA Proceedings.

Gray1 at [130]; CHG1 at 4711-4713

20.5.26

Hegarty Legal wrote to Hamilton Locke. The letter submitted that there appeared to be inconsistencies in Mawson’s position as to the rights and obligations of the Plaintiff. The letter sought clarification of those matters.

The letter also stated “As to the prejudice alleged by your client, this is not made apparent from your letter. In particular, it is not clear how Mawson and its creditors would be better placed by W Capital being wound up, in circumstances where an independent insolvency practitioner has recommended that creditors vote in favour of a Deed of Company Arrangement”.

Gray1 at [132]; CHG1 at 4716-4717

22.5.26

Hamilton Locke wrote to Hegarty Legal.

Mawson joined issue with the matters set out in

Hegarty Legal’s correspondence of 20 May 2026.

The letter submitted that the Plaintiff not being funded does not excuse the Plaintiff from delaying in applying for directions from the Federal Court.

The letter requested that the Plaintiff consent to Mawson pursuing the DOCA Proceedings. It noted that the DOCA Proceedings were listed for hearing on 25 May 2026.

Gray1 at [132]; CHG1 at 4718-4720

25.5.26

W Capital wrote to the Plaintiff setting out its position is that it considers the liquidation of Mawson in Australia should continue.

CHG1 at 4750-4757 and thereafter attaches up to p 5145 documents in support of W Capital’s claimed debts

27.5.26

Hamilton Locke wrote to Hegarty Legal submitting that the Plaintiff is prejudicing the position of Mawson and acting contrary to the US Orders.

Hegarty Legal wrote to Hamilton Locke that the Plaintiff disputes Mawson’s accusations and indicated that the Plaintiff requests information from Mawson to take into account to consider whether to consent to granting leave for Mawson to pursue the DOCA Proceedings. The Plaintiff had not yet made a decision whether to consent but would do so after receiving the information requested.

Hegarty Legal’s letter noted that Mawson could seek leave from the Supreme Court to pursue the DOCA Proceedings pursuant to the inherent jurisdiction of the Court irrespective of the Plaintiff’s position.

Gray1 at [136]; CHG1 at 5146-5151

Friday, 29.5.26

The Plaintiff lodged the Originating Process in this proceeding with the Federal Court (the OP). It was ultimately accepted for filing on 2 June 2026 due to a formatting error.

30.5.26

Hamilton Locke wrote to Hegarty Legal foreshadowing Mawson was considering filing an application for contempt in the US Proceedings against the Plaintiff and requested agreement for that to be heard urgently due to the DOCA Proceedings being listed on 1 June 2026.

Gray2 at [7]; CHG2 at 1441

31.5.26

Hegarty Legal sent a letter to Hamilton Locke, requesting that they identify any plausible basis to justify a finding of contempt and proposing that any application follow the hearing of the Plaintiff’s application to the Federal Court seeking judicial directions.

Gray2 at [7]; CHG2 at 1442

1.6.26,

8.51am

A copy of the lodged OP was sent to Hamilton Locke.

Gray2 at [12]; CHG2 at 1443-1447

1.6.26

The DOCA Proceedings were listed before Justice Brereton in the Supreme Court of NSW for hearing of Mawson’s application for leave to proceed with the DOCA Proceedings.

The Plaintiff appeared as amicus curae and informed the Court that the OP had been lodged with the Federal Court, that the Plaintiff was still considering whether to consent to Mawson pursuing the DOCA Proceedings but was waiting on further information from Mawson and the Plaintiff supported Mawson’s application to adjourn the DOCA Proceedings to see what happens at the first listing of the OP.

The proceedings were adjourned to 15 June 2026.

Gray2 at [9]-[11]

2.6.26

The solicitors for W Capital and Marshall were given the sealed OP and supporting affidavit and asked if they had any objections on the grounds of joint or common interest privilege.

Hamilton Locke was given the sealed OP but not the affidavit in support pending determination of any privilege objections by W Capital and Marshall.

Gray2 at [15]-[16]

3.6.26

John McInerney in his capacity as joint and several liquidator of Mawson AU Pty Ltd, Mawson Services Pty Ltd, MIG No.1 Pty Ltd (now all deregistered) wrote to the Plaintiff submitting his view is that the liquidation of Mawson should continue because he considers “There exist actual, potential and contingent claims of material value arising from the liquidations of the Companies which give rise to corresponding claims against [Mawson], including [and then sets them out as insolvent trading, liabilities of A$1.2 million owing by Mawson to Mawson Services and director and related party claims that may have recourse to insurance]”.

Gray2 at [17]; CHG2 at 1504-1505

4.6.26

The solicitors for Mr James Manning were given the sealed OP and supporting affidavit and asked if they had any objections to the material being served on Mawson.

Gray2 at [18]

9.6.26

The OP was listed for directions on 18 June 2026.

Gray2 at [23]

10.6.26

Hamilton Locke wrote to Hegarty Legal replying to Hegarty Legal’s letter of 27 May 2026. In Hamilton Locke’s letter, Mawson disputed the merits of the position of the Plaintiff and submitted consent should be given by the Plaintiff for Mawson to pursue the DOCA Proceedings.

Paragraph 9(c) stated “Mawson has undergone a recapitalisation process”.

Gray2 at [28]; CHG2 at 1565-1568

10.6.26

Hamilton Locke called for the affidavit in support of the OP and disputed that W Capital and Marshall could have any valid objections/redactions.

Gray2 at [29]; CHG2 at 1569-1570

12.6.26

Hegarty Legal wrote to Hamilton Locke seeking information which the Plaintiff submitted was requested in Hegarty Legal’s 27 May 2026 letter but not actually provided in Hamilton Locke’s 10 June 2026 letter.

This letter included:

“25 At paragraph 9 of Your Letter, you refer to the current financial position of Mawson and that there has been a ‘recapitalisation process’. No supporting documentation has been provided to corroborate those statements. Could you please provide us with corroborative documents for those statements. We assume those documents would also be relevant to the application for directions in the Federal Court of Australia.

26 In light of the above matters, our client is still not in a position to make a decision about whether to give consent to your client to prosecute the Supreme Court proceedings to set aside the Wolter DOCA. Upon receiving your client’s responses to the above matters our client can give the matter further consideration.”

Gray2 at [31]; CHG2 at 1575-1585

12.6.26,

3.26pm

Hamilton Locke provided to Hegarty Legal by email a copy of a motion for civil contempt and a motion for expedited hearing of the contempt application before 1 June 2026 (the Contempt Motions). The Contempt Motions allege various acts of contempt by the Plaintiff against the US Orders.

The Contempt Motions were filed on 11 June 2026 Delaware time.

The Contempt Motions annex Hamilton Locke’s letter dated 10 June 2026 but not the correspondence from Hegarty Legal of April, May or June 2026 and not a copy of the OP. In particular, the Contempt Motions did not annex a copy of Hegarty Legal’s 27 May 2026 letter to which Hamilton Locke’s letter dated 10 June 2026 replied.

Gray2 at [32]; CHG2 at 1586-1706

12.6.26

Judge Walrath denied Mawson’s application for an urgent hearing of the Contempt Motions before 14 June 2026 but listed the Contempt Motion for hearing at 10am on 8 July 2026 (Delaware time) with the Plaintiff to file his response to the contempt allegations by 4pm on 1 July 2026 (Delaware time).

Gray2 at [33]; CHG2 at 1707-1710

14.6.26

Hegarty Legal wrote to the solicitor for W Capital referring to the Contempt Motions and asking that W Capital agree to adjourn the DOCA Proceedings on 15 June 2026.

Gray2 at [34]; CHG2 at 1711-1712

15.6.26

The DOCA Proceedings came before Justice Black.

Each of W Capital and Mawson sought to proceed with the hearing of the application for leave for Mawson to pursue the DOCA Proceedings. Mawson’s position differed to that previously taken by them in which they sought to have the application adjourned.

Leave was given to the Plaintiff under rule 2.13(1) of the Supreme Court (Corporations) Rules to be heard as a non-party. The Plaintiff sought the proceedings be adjourned until after the directions hearing on 18 June 2026 in this Court. Black J stood down that application to be considered after Black J had determined the motion for leave to pursue the DOCA Proceedings.

Counsel for Mawson indicated to the Court that there had been significant correspondence between Mawson’s solicitors and Bridges Lawyers in which Mawson had acknowledged a liability to pay security for costs to be quantified at some later point. Counsel for Mawson for the first time indicated that an indemnity was now offered by Mawson for any adverse costs orders arising from the DOCA Proceedings. Due to the Court running out of time, the motion was adjourned part heard for further submissions. The motion is listed to continue before Black J on 2 July 2026 at 3pm.

Gray2 at [35]-[37]

16.6.26

Hegarty Legal sent an email to Hamilton Locke in which the Plaintiff objected to the Contempt applications and submitted that there were various deficiencies and inaccuracies in the Contempt Motions that should be corrected.

Gray2 at [45]; CHG1 at 1744-1745

17.6.26

Hegarty Legal wrote to Hamilton Locke questioning why Mawson made the allegations in the Contempt Motions but then sought to proceed on 15 June 2026 with the application for leave to proceed with the DOCA Proceedings when the Plaintiff would have supported an adjournment until after the first directions hearing in the Federal Court for the OP on 18 June 2026.

The letter also sought details of the indemnity and security for costs proffered in Court on 15 June 2026 so the Plaintiff can then consider the issue of whether to consent to Mawson pursuing the DOCA Proceedings.

Gray2 at [46]; CHG1 at 1746-1747

18.6.26

The first directions hearing for the OP took place before Justice Markovic.

Directions were made and the OP was listed for urgent hearing on 25 and 26 June 2026.