RE NORTHERN TERRITORIES RESOURCES PTY LTD (ADMINISTRATORS APPOINTED)... [2025] WASC 540 | Case summary

Supreme Court of WA|2025-12-18|Before: Hill J

(This judgment was delivered extemporaneously and has been edited from the transcript to include references, headings and to correct matters of grammar and expression.)

By originating process dated 1 December 2025, the plaintiffs seek an order pursuant to s 439A of the Corporations Act 2001 (Cth) (Act) to extend the convening period of the second creditors' meeting of Northern Territories Resources Pty Ltd (Company). The extension is sought for a period of six months, until 8 June 2026.
The plaintiffs also seek orders pursuant to s 447A(1) of the Act and s 90-15 of the Insolvency Practice Schedule 2016 (Corporations) (sch 2 to the Act) that the second creditors' meeting may be held at any time during the extended period and the period of five business days thereafter, notwithstanding the provisions of s 439A(2) of the Act.
On the same date, the plaintiffs filed a certificate of urgency certifying the application (insofar as it relates to the extension of the convening period) was of such an urgent nature that it was required to be listed and heard 'by 4 December 2025'. The basis for the urgency is that, unless an extension is granted, the meeting is required to be convened by 8 December 2025, with a meeting held by 15 December 2025.

The Company is a mining company and the registered owner of 48 mining tenements, a processing plant, and five freehold titles in the Northern Territory. The company operates the mine project known as the Batchelor Project (Mine), which as at 1 December 2025 had been placed on care and maintenance. The Company has four employees and uses several contractors to assist with the care and maintenance of the Mine.[3]
On 10 November 2025, the directors of the Company resolved to appoint the plaintiffs as joint and several voluntary administrators (Administrators) pursuant to s 436C(1) of the Act.[4]
The first creditors' meeting of the Company was held on 20 November 2025. At this meeting, the Administrators advised creditors they were likely to bring this application to enable a proper marketing campaign to be undertaken for the sale or recapitalisation of the Company. The Administrators also advised creditors they were exploring refinancing options. No objection was raised by the creditors in relation to these matters.[5]
To date, the Administrators have identified the Company has the following assets:[6]

(a) the Mine and associated assets, which as at 17 November 2025, was valued by the Company at approximately $14.73 million; and

(b) approximately $60,000 in other assets, including cash at bank.

The Administrators' investigations are at an early stage. Their preliminary view is that the Company's debts are likely to exceed $40 million. Mr Palandri's preliminary belief is that, prior to the appointment of the Administrators, the Company was experiencing substantial cash flow difficulties, including an inability to pay the secured debt owed to Gold Valley when it fell due, as a consequence of the cessation of shareholder funding for the Company and an inability to raise funding from third parties.[7]
The Administrators have commenced a sales process for the sale of the Company's business and assets, which has not yet been completed.[8]
Mr Palandri's evidence is that the Administrators have not yet formed a view as to the prospect of a restructure or sale of the Company and are not currently in a position to issue a meaningful report to creditors. For this reason, Mr Palandri believes the Administrators require additional time to investigate the Company's restructuring prospects and to make an informed recommendation to creditors regarding the future of the Company.[9]
The Administrators seek a six month extension of the convening period. This will enable them to conduct a complete review of the Company's financial position, cause the Company to enter into any amended loan agreement, and progress the sales campaign, including exploring the possibility of implementing a deed of company arrangement (DOCA) proposal.[10]

Should an extension of time to convene the second creditors' meeting be granted?

The legal principles that govern an application for an extension under s 439A(6) of the Act are well known.
In considering whether to grant the extension sought, the court is required to consider and take into account the objects and scheme of pt 5.3A of the Act, as set out in s 435A.
This requires the court, in reaching its decision, to maintain an appropriate balance between an expectation that an external administration will be undertaken in a relatively speedy and summary manner, with a need to ensure that it is not concluded without consideration of sensible and constructive options directed towards maximising returns for creditors and any possible return for shareholders.[11] The court is also required to take into account any possible detriment to third parties, including those whose rights are suspended under the Act.[12]
The court will generally exercise its discretion to extend the convening period where one or more of the established categories are satisfied, where there is no evidence of material prejudice to those affected by the extension, and the court is satisfied that the estimate of time required has a reasonable basis.[13]
For the following reasons, I am satisfied it is appropriate in the circumstances of this case to grant the requested application for an extension of the convening period until 8 June 2026.
First, I accept on the evidence before me that an extension to the convening period is necessary to enable a marketing and sales campaign to be undertaken by the Administrators. The Administrators believe this is likely to provide a better return to creditors than a winding up of the Company. This is consistent with the purposes and objects of pt 5.3A of the Act, as set out in s 435A.
Second, on the evidence before me, I accept there is some complexity associated with the administration of the Company. This is associated with the number of tenements owned by the Company, which are currently on care and maintenance, as well as the impact of Tropical Cyclone Fina, which has materially impacted the progress of the finalisation of an amended loan agreement, and as a consequence, the administration.
Third, if the Company is wound up before the Administrators and/or receivers have had an opportunity to undertake the proposed sales and marketing campaign, it is likely that creditors will receive a lower return than would be the case if the extension is granted.
Fourth, the Administrators' opinion is that an extension of time is required for a period of six months.[14] On the evidence before me, I am satisfied there is a reasonable basis for this estimate.
Finally, and importantly, no creditor raised any opposition to the proposed extension at the first creditors' meeting. I am satisfied on all the evidence before me that the return to creditors is likely to be enhanced if the requested extension is granted. In my view, the potential benefit of the extension outweighs any possible prejudice to creditors and is in the best interests of creditors as a whole.
I am also satisfied it is appropriate to make orders pursuant to s 447A(1) of the Act that the second creditors meeting of the Company may be held at any time during the extended period and the period of five business days thereafter, notwithstanding the provisions of s 439A(2) of the Act.

In the minute of proposed orders, the Administrators seek orders for the costs of the application to be costs in the administration. This is the usual and appropriate cost orders, and I will make that order.
I also accept that the form of the orders sought by the Administrators in terms of giving notice to creditors of the court's orders and the allowance to any agreed party to apply to this court to vacate or vary these orders will protect the creditors of the Company from any possible prejudice that would arise from the orders that are made.
For these reasons, it is my view that it is appropriate to make orders broadly in terms of the minute of proposed orders.

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

[1] Affidavit of Jared Troy Palandri filed 1 December 2025 [34].

[2] Affidavit of Jared Troy Palandri filed 1 December 2025 [44].

[3] Affidavit of Jared Troy Palandri filed 1 December 2025 [11] - [15], 'JTP6'.

[4] Affidavit of Jared Troy Palandri filed 1 December 2025 [5] - [6], 'JTP1'.

[5] Affidavit of Jared Troy Palandri filed 1 December 2025 [7], [20] - [23], [28] - [29], 'JTP10'.

[6] Affidavit of Jared Troy Palandri filed 1 December 2025 [14], 'JTP6'.

[7] Affidavit of Jared Troy Palandri filed 1 December 2025 [17] - [19].

[8] Affidavit of Jared Troy Palandri filed 1 December 2025 [16(h)], [20], [21]. [25], [26].

[9] Affidavit of Jared Troy Palandri filed 1 December 2025 [36(a)], [37] - [39].

[10] Affidavit of Jared Troy Palandri filed 1 December 2025 [39].

[11] Tucker (Administrator) v Bolten (Trustee), in the matter of Quintis Leasing Pty Ltd (Administrators Appointed) (No 2) [2024] FCA 46 [54], citing Diamond Press Australia Ltd [2001] NSWSC 313 [10].

[12] Shaw and Albarran (Joint and Several Administrators of Home Art Building Group Pty Ltd) v Home Art Building Group Pty Ltd (Administrators Appointed) [2016] WASC 274 [18].

[13] Mighty River International Ltd v Hughes [2018] HCA 38 [73].

[14] Affidavit of Jared Troy Palandri filed 1 December 2025 [39].

RE NORTHERN TERRITORIES RESOURCES PTY LTD (ADMINISTRATORS APPOINTED) (RECEIVERS AND MANAGERS APPOINTED) [2025] WASC 540 (18 December 2025)

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Judgment (23 paragraphs)