FORRESTANIA RESOURCES LIMITED -v- TG METALS LIMITED [2025] WASC 517 (5 December 2025)

1. Forrestania first acquired shares in TG Metals on 14 August 2025 and is currently the registered shareholder of approximately 11.7 million shares.[1]
2. Prior to the issue of shares on 4 November 2025, Forrestania owned approximately 10.3% of the issued share capital. After the share issue that occurred on that date, its shareholding was reduced to approximately 8.7%.[2]
3. Mr Geraghty first met with the chief executive officer of TG Metals, David Selfe, on 30 July 2025. Following this meeting, Mr Geraghty emailed Mr Selfe to confirm that Forrestania would be happy to support TG Metals in its next capital raising.[3]
4. On 4 August 2025, TG Metals announced it had issued 20 million shares to institutional, sophisticated, and professional investors to raise $2.6 million. In its Appendix 3B in relation to the placement, TG Metals stated the funds from the August placement would be used to advance the development of the Van Uden deposit by conducting in-fill and extensional drilling and exploration drilling at Gold City prospect, and the advancement of the gold stockpiles treatment opportunity and for general working capital.[4]
5. Forrestania was not invited to participate in the August placement, and shortly afterwards purchased its initial beneficial interest in TG Metals. Following this purchase, Mr Geraghty again emailed Mr Selfe, stating that Forrestania would welcome the opportunity to be a 'strong supporter' in any upcoming capital raising undertaken by TG Metals.[5]
6. On 19 September 2025, TG Metals went into a trading halt pending an announcement of a proposed capital raising. After seeing the announcement, Mr Geraghty again emailed Mr Selfe reinforcing Forrestania's interest in participating in any capital raising and asking questions about the proposed capital raising, including its quantum and terms.[6]
7. When he did not receive a response, on 20 September 2025, Mr Geraghty emailed Mr Selfe, offering on behalf of Forrestania to subscribe for $2 million worth of shares at an issue price of 25 cents per share, with the ability to fund up to $3 million worth of shares at the same price. Both of these offers, had they been accepted, would have kept Forrestania below the 19.99% threshold that would otherwise trigger the requirement to make a takeover offer. Mr Geraghty stated that he understood this offer was at a premium of 12% to the current proposed term sheet, excluding any brokerage fee, which, as he noted, is typically 6%.[7]
8. On Monday, 22 September 2025 at 7.31 am, Mr Geraghty received an email from Richard Bevan, the non-executive chair of TG Metals, which acknowledged receipt of his email on 20 September 2025 and informed him that the placement had completed on Friday.
9. Shortly after this, TG Metals announced it had raised $4 million (before costs) by issuing 18,181,819 shares at an issue price of $0.22 per share to new institutional and sophisticated investors (subject to shareholder approval) (September placement). It paid a fee of 6% to Canaccord as lead manager for the September placement.[8] The Appendix 3B in relation to the September placement stated that the funds would be used to accelerate drilling programs to infill and extend the Van Uden Deposit, for exploration drilling at Gold City Prospect, the advancement of gold stockpiles treatment opportunity, and for general working capital.[9]
10. There is no dispute that Forrestania was not invited to participate in the September placement. After the release of this announcement, Mr Geraghty met with Mr Bevan to discuss Forrestania's exclusion from the placement and the failure by TG Metals' management to respond substantively to Mr Geraghty's emails. During this meeting, Mr Geraghty indicated that unless an amicable outcome could be achieved, Forrestania intended to issue notices to TG Metals under s 203D and s 249D of the Act.[10]
11. On 30 September 2025, TG Metals issued a notice of general meeting, which was held on 30 October 2025 (EGM). At this EGM, shareholders of TG Metals approved the September placement and as a result, their shares were issued on 4 November 2025. On his calculation, Mr Geraghty believes the September placement diluted the interests of existing shareholders by 17.8%.[11]
12. Since the announcement of the September placement, Mr Geraghty attempted to obtain information about the placement, including why it was required shortly after the August placement and why the board decided to reject Forrestania's offer, which he described as being 'commercially superior'.[12] This included sending emails as well as meeting with Mr Bevan. Mr Geraghty's evidence is that during his meeting with Mr Bevan, Mr Bevan accepted that Forrestania's offer was a superior offer, but that TG Metals intentionally excluded Forrestania from the September placement as it did not want Forrestania to be TG Metals' largest shareholder.[13] Apart from that discussion, TG Metals has refused to provide any further details of the rationale for the September placement, although its solicitors stated that further information would be provided in the notice of annual general meeting (Notice).[14]
13. Mr Geraghty accepts the Notice provided further information in relation to the September placement, although it did not address why Forrestania was excluded. He also says that there are inconsistencies in the notice in relation to the reasons given for the September placement and why TG Metals did not accept Forrestania's offer.[15]

Should orders be made for Forrestania and its representatives to inspect TG Metals' books?

1. Section 247A of the Act relevantly empowers the court on an application by a member of the company to make an order authorising the member or another person on its behalf to inspect the books of the company. 'Books' are defined broadly in s 9 of the Act and include any record of information as well as a document.
2. The court may only make the order if it is satisfied the applicant is acting in good faith and for a proper purpose. It is widely accepted by the courts that this is a composite expression.[16]
3. The onus is on Forrestania to establish it is acting in good faith and for a proper purpose. The purpose must be the dominant or primary purpose for the applicant seeking the inspection in relation to each category of documents and must relate to the rights of the applicant as a shareholder of the company concerning the company or its directors in the context that ordinarily shareholders are not entitled as of right to challenge managerial decisions of directors.[17]
4. As was stated by the Full Court of the Federal Court in Enares Pty Ltd v Nimble Money Ltd:[18]

Although there have been many statements attempting to explicate the content of the expression 'acting in good faith and that the inspection is to be made for a proper purpose', they are generally concerned with either of two matters. Firstly, whether the applicant's asserted purpose or object of inspection is a legitimate one given the nature of the statutory relationship between shareholder, on the one hand, and the company and its directors, on the other? The second aspect is whether the applicant has established by admissible evidence that it, in fact, has the asserted purpose and that the application has been made to advance it. That is, is it pursing the asserted purpose in good faith? There is no doubt that these matters will regularly involve overlapping considerations.

...

For the purposes of this case it is only necessary to observe that seeking inspection of documents in order to ascertain whether there has been a breach of a directors' duty or whether oppressive conduct has been engaged in, is self-evidently within the scope of a proper purpose.[19]

1. This is commonly referred to in the authorities as a case for investigation. Where the power to make an order under s 247A of the Act is enlivened, the court then has a discretion whether to grant the orders sought.[20]
2. In this case, as a member of TG Metals, I accept that Forrestania has the requisite standing to apply for the orders sought. The essential issue is whether, on the evidence of Mr Geraghty, the court is satisfied that Forrestania is acting in good faith and that the inspection is for a proper purpose in relation to each of the categories of documents sought.
3. Forrestania seeks to inspect six categories of documents: one in relation to the August placement and five in relation to the September placement.
4. At the time of the August placement, Forrestania was not a shareholder of TG Metals, nor did it have a beneficial interest in the company.[21] Apart from the complaint that Forrestania was not offered an opportunity to participate in the August placement, no other complaint is made about this placement.
5. At the time of the September placement, Forrestania had a beneficial interest in TG Metals of more than 10% of the issued share capital.[22]
6. On the evidence before the court, I accept there is a case for investigation as to why the September placement was undertaken so soon after the August placement and why the board did not engage with Forrestania or accept its offer, which, on the evidence of Mr Geraghty, TG Metals accepts was a superior offer.[23] In this regard, I accept there appear to be inconsistencies in the information provided to shareholders in the Notice in respect of two matters.
7. First, in relation to the timing of the September placement, in the Notice, TG Metals said it was required to undertake an expanded drilling program following the announcement of new assay results.[24] Forrestania says this explanation is inconsistent with both the date that the application for further drilling approval was lodged (20 August 2025) and the disclosed purpose for the August placement, which included conducting 'infill and extensional drilling'.[25] This inconsistency means, in my view, there is a case for investigation as to the purpose of both the August placement and the September placement.
8. In relation to the reason for the September placement, rather than accepting the offer from Forrestania, there is some inconsistency in the timing of these events and the basis on which the Notice says that the non-binding indicative offer from Forrestania is described as being at a discount to TG Metals' 10-Day VWAP.[26]
9. I also accept it is appropriate to exercise my discretion to make the orders pursuant to s 247A of the Act in relation to the documents requested in respect of both placements.
10. In relation to the August placement, while I was initially considering limiting these documents to the purpose for this placement, having heard from counsel for both parties, I accept that it is appropriate to make the orders in the terms sought. This will enable a true comparison to be made as between the September placement and the earlier August placement to determine the anomalies that have been raised by the plaintiff.
11. It is clear from both the filing of a notice and the appearance of counsel this morning that the application has been served on TG Metals. TG Metals elected not to challenge Mr Geraghty's evidence, including the concerns he has expressed in relation to the September placement. In my view, it is appropriate in the circumstances of this case that Forrestania be given the opportunity to inspect the requested documents ahead of TG Metals' annual general meeting so that it can determine what actions, if any, it wishes to take.

1. For these reasons, I consider it is appropriate to grant the relief sought by Forrestania broadly in terms of the minute of proposed orders dated 12 November 2025, and I will hear from the parties in relation to any specific issues.

I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia.

[1] Affidavit of David Michael Geraghty filed 6 November 2025[14], [23].

[2] Affidavit of David Michael Geraghty filed 6 November 2025 [20] - [21].

[3] Affidavit of David Michael Geraghty filed 6 November 2025 [24] - [26], 'DMG-3'.

[4] Affidavit of David Michael Geraghty filed 6 November 2025 [28] - [30], 'DMG-4', 'DMG-5'.

[5] Affidavit of David Michael Geraghty filed 6 November 2025 [31] - [32], 'DMG-6'.

[6] Affidavit of David Michael Geraghty filed 6 November 2025 [40] - [43], 'DMG-8', 'DMG-9'.

[7] Affidavit of David Michael Geraghty filed 6 November 2025 [45] - [47], 'DMG-10'.

[8] Affidavit of David Michael Geraghty filed 6 November 2025 [48] - [51], 'DMG-11', 'DMG-12', 'DMG‑13'.

[9] Affidavit of David Michael Geraghty filed 6 November 2025 [52].

[10] Affidavit of David Michael Geraghty filed 6 November 2025 [54], [65], [66].

[11] Affidavit of David Michael Geraghty filed 6 November 2025 [55], [56], [59] - [60], 'DMG-14', 'DMG‑16', 'DMG-17'.

[12] Affidavit of David Michael Geraghty filed 6 November 2025 [61] - [62], 'DMG-18'.

[13] Affidavit of David Michael Geraghty filed 6 November 2025 [66].

[14] Affidavit of David Michael Geraghty filed 6 November 2025 [62] - [73], 'DMG-23'.

[15] Affidavit of David Michael Geraghty filed 6 November 2025 [84] - [101], 'DMG-27' 'DMG-28','DMG‑29, 'DMG-30'.

[16] Mesa Minerals Ltd v Mighty River International Ltd [2016] FCAFC 16; (2016) 241 FCR 241 [22]; Enares Pty Ltd v Nimble Money Ltd [2022] FCAFC 126 [38].

[17] Mesa Minerals Ltd v Mighty River International Ltd [22]; Enares Pty Ltd v Nimble Money Ltd [38].

[18] Enares Pty Ltd v Nimble Money Ltd [39], [42].

[19] Enares Pty Ltd v Nimble Money Ltd [42].

[20] Mesa Minerals Ltd v Mighty River International Ltd [26]; Enares Pty Ltd v Nimble Money Ltd [44] ‑ [48]; Praetorin Pty Ltd v TZ Ltd [2009] NSWSC 1237 [38] - [39].

[21] Affidavit of David Michael Geraghty filed 6 November 2025 [14] - [16].

[22] Affidavit of David Michael Geraghty filed 6 November 2025 [20].

[23] Affidavit of David Michael Geraghty filed 6 November 2025 [66(a)(iii)].

[24] Affidavit of David Michael Geraghty filed 6 November 2025 [86] - [88], 'DMG-29'.

[25] Affidavit of David Michael Geraghty filed 6 November 2025 [89].

[26] Affidavit of David Michael Geraghty filed 6 November 2025 [99] - [101].