Firstly,
I would like to thank those involved that assisted to get the draft of the "proposed" resolutions to the point of getting a final nod of the head from the lawyer.
The shareholder group amongst us, has a vast array of experience and a wealth of knowledge, it was such a great learning experience.
Although there is always something to be gained when you take on a task like this, dealing with this Company and the Board, including Michael Weir (PR Company) there is always a drawback at some point whether it is trying to extract information from any of them, or we come up against a legality.
Secondly,
A big thank you to the lawyer, Ailyn for going that extra yard. As much as it would have been nice to see the look on the faces of the Board when they opened the registered mail carrying the Shareholders Proposed Resolutions, and instructions on the direction the group wanted to take to get a best possible outcome for the return of our capital, it won't be the case.
We are not able to proceed with submitting the shareholder proposed resolutions, unfortunately the Corporations Act doesn't have any exclusions to what resolutions shareholders can propose, nonetheless, a NWS Supreme Court ruling handed down by Justice White in the case of Molopo Energy Limited (Company) v Keybridge Capital Limited (Requisitioning Member) held that Molopo was not required to convene a meeting for shareholders to vote on the resolutions proposed.
Justice White made several important findings that could impact strategies of shareholder activists (
that's us) both in seeking to effect a capital reduction and more generally. ~ A company's power to undertake a capital reduction under s256B of the Corporations Act is vested in the directors, with the function of the shareholders to approve a decision of the directors.
~ This division cannot be altered by an amendment to the company's constitution, meaning the shareholders cannot force the directors to convene a meeting to vote on a capital reduction if opposed by the company's directors.
Another point made was the proposed capital reduction could not be lawfully effected as it would breach s256B(1) if it "might" materially prejudice the company's ability to pay its creditors, rather than such a prejudice being certain. As a result, contingent liabilities (in Firefinch's case) ongoing discussions can be sufficient to establish that such a proposed capital reduction is unlawful,
https://www.allens.com.au/insights-news/insights/2015/02/managing-shareholder-activism---who-is-in-the-drivers-seat/#:~:text=The%20decision%2C%20handed%20down%20by,required%20do%20so%20for%20those
Our focus will now be directed to assist the nominated director Matt Mitchell as much as we can to get him elected at the meeting, spread the word.
I will make another attempt at trying to get information out of the Company via Michael Weir on what exactly is the hold up for the interim accounts being completed. Disregarding the last company announcement suggesting the interim accounts can't be finalised until there is an outcome for Morila SA, given the information in the previous email you received which shows that it isn't the case and I have lodged enquiries with the ASX, and will also send one to ASIC.
I sometimes stare in disbelief at the contents of emails, as an example, Weir has stipulated that nothing will change if/when we get delisted and that company information will be posted on the website and we will be kept informed like they are doing now.
cheers
