Gondwana Resources Limited 02

The Panel, Christian Johnston, Robert Sultan and Anthony Sweetman (sitting President), made a declaration of unacceptable circumstances in relation to the affairs of Gondwana Resources Limited. Gondwana is subject to a conditional off-market bid by Ochre Industries Pty Limited. The application by Ochre concerned contraventions of s6061 as a result of alleged associations between certain shareholders of Gondwana, information deficiencies in Gondwana's notice of AGM and frustrating action as a result of Gondwana's proposed entitlement issue. The Panel considered that the entitlement issue was a frustrating action and that Gondwana shareholders had not been given enough information about the control impact of the Fundraising Resolutions, but did not make any finding of association. It ordered shareholder approval for fundraising during the bid and that an undisclosed substantial holding be sold into the bid if certain conditions were met (in each case for up to 3 months).