RE STAR MINERALS LTD; EX PARTE STAR MINERALS LTD [2025] WASC 550 (22 December 2025)

1. I have also had the benefit of a written outline of submissions, as well as brief oral submissions from counsel who appeared before me this morning.
2. At the conclusion of the hearing, I made orders broadly in terms of the minute of proposed orders and said I would subsequently publish reasons for my decision. These are those reasons.
3. On the evidence before me I was satisfied that the application has been served on the Australian Stock Exchange (ASX) and the Australian Securities and Investments Commission (ASIC). The ASX has informed Star Minerals that it did not support nor oppose the application and did not intend to appear at the hearing. ASIC advised the plaintiff's solicitors that it neither consented to nor opposed the orders sought but requested that an order be made giving ASIC 28 days to object or seek to vary the orders. I note that this was one of the orders sought by the plaintiff in its minute.

1. Star Minerals is an Australian public company, whose securities are listed on the ASX. It operates a mineral exploration business focussed on gold and base metals in Western Australia. Its flagship project is the Tumblegum South Gold Project, which is approximately 40 km south of Meekatharra.[1]
2. As at 18 December 2025, Star Minerals had 842 shareholders and a market capitalisation of approximately $9.1 million.[2]

1. On 10 March 2021, Elderton was appointed as Star Minerals' auditor.[3] In the second half of 2024, Star Minerals entered into a transaction which prompted it to consider a change in its auditors.[4]
2. On or about 18 November 2024, Ms Cooper advised Rafya Nabeel of Elderton that Star Minerals intended to appoint Nexia Perth Audit Services Pty Ltd (Nexia) as its auditor in Elderton's place.[5] Between 25 November 2024 and 10 December 2024, Ms Cooper exchanged emails with Mr Nabeel and Jessica Guthrie of Elderton in relation to Star Minerals' request that Elderton resign as auditor.[6] On 28 November 2024, Elderton advised Star Minerals of its intention to resign as auditor.[7]
3. On 3 December 2024, Star Minerals' directors resolved to appoint Nexia as its auditor, subject to ASIC's approval of Elderton's resignation.[8]
4. On 13 January 2025,[9] Dianne Walker of ASIC advised both Ms Guthrie and Ms Cooper (in separate emails) that ASIC consented to Elderton's resignation as Star Minerals' auditor and that Star Minerals was required to lodge a Form 315.[10] On the same date, Ms Cooper forwarded the email to the directors and Mr Achurch, the company secretary with the notation 'FYI'.[11]
5. Ms Cooper's evidence is that lodgement of ASIC documents was a task usually done by Mr Achurch.[12] No Form 315 was lodged by Star Minerals in January 2025. Mr Achurch's evidence is that while he was aware in January 2025 that a Form 315 was required to be lodged with ASIC and that he had previous experience with the resignation and appointment of auditors to publicly listed companies, he forgot to lodge this form. His evidence is that this was inadvertent as he did not turn his mind to the issue due to a combination of a busy work period and Ms Cooper managing the bulk of the correspondence about the change in auditors.[13]
6. On 15 January 2025, Nexia provided its written consent to Star Minerals to act as its auditor.[14] No announcement was made to the ASX at this time, although Star Minerals' half‑year financial report in March 2025 and its annual financial report on 26 September 2025 identified Nexia as Star Minerals' auditor.[15]
7. Between July 2025 and September 2025, Mr Achurch instructed Star Minerals' solicitors, Blackwall Legal, to prepare a draft notice of annual general meeting.[16] At this time, he did not:[17]

(a) instruct Blackwall Legal to include a resolution seeking shareholder approval for Nexia's appointment; and

(b) inform Blackwall Legal that Star Minerals had changed its auditor.

1. Mr Achurch's evidence was that in preparing the notice of meeting for the 2025 annual general meeting, he overlooked the requirement to procure a nomination or include a resolution for shareholders to approve Nexia as auditor. Although he was familiar with the requirement for auditors to be approved at annual general meetings, Mr Achurch's evidence is that this error was also inadvertent and that he failed to turn his mind to the need for a resolution.[18]
2. Star Minerals' 2025 annual general meeting was held on 19 November 2025. As a result of the omission of any resolution from the notice of meeting, the shareholders of Star Minerals did not resolve to appoint Nexia as auditor.[19] As a consequence, by reason of s 327B(1)(b) of the Act, Nexia ceased to be auditor of Star Minerals at the conclusion of the 2025 annual general meeting.
3. On 12 December 2025, following a discussion with the plaintiff's external solicitors, Mr Achurch became aware of the plaintiff's non‑compliance with the Act. On the same date, he signed a Form 315 notifying ASIC of the resignation of Elderton as Star Minerals' auditors. Ms Cooper has now lodged this document with ASIC by post.[20]
4. On 15 December 2025, the plaintiff requested a trading halt and on 17 December 2025, trading in the plaintiff's shares were suspended.

1. Between 19 March 2025 and 5 November 2025, Star Minerals undertook five separate share issues. At the time of each of these issues, Mr Achurch lodged cleansing notices with the ASX.[21]
2. Before each of the cleansing notices were lodged, Mr Achurch considered and confirmed that Star Minerals was in a position to issue these notices.[22]
3. Each cleansing notice stated that as at the date of issue, Star Minerals was in compliance with the provisions of ch 2M of the Act as they applied to the company.[23] As a consequence of Star Minerals' failure to lodge a Form 315 with respect to Elderton's resignation as auditor within time, nominate Nexia as auditor of Star Minerals, or have the appointment of Nexia approved at the 2025 annual general meeting, this statement was incorrect.
4. Mr Achurch has undertaken a review to ascertain whether any of the recipients of these shares have sold their shares. His evidence is that at last some of these shares have been on-sold since the date of their issue.

Should an extension of time be granted to lodge the Form 315?

1. Chapter 2M of the Act is entitled 'Financial Reports and Audit'. The process for the appointment and removal of auditors is set out in pt 2M.4 of the Act.
2. Section 329 of the Act deals with the resignation and removal of auditors. Relevantly, pursuant to s 329(5), an auditor may, by notice in writing, resign as auditor, where notice of the resignation is given to ASIC, and ASIC's consent is applied for and obtained. Where a company has received notice of resignation of its auditor, the company is required under s 329(11) to lodge with ASIC a notice of the resignation in the prescribed form.
3. Where there is a vacancy in the office of auditor, pursuant to s 327B(1)(b) of the Act, a public company must appoint an auditor to fill the vacancy at each annual general meeting subsequent to the company's first annual general meeting. Section 327B(3) of the Act requires a director of a company to take all reasonable steps to comply with, or to secure compliance with, s 327B(1).
4. Section 327C deals with the circumstances where an auditor is appointed to fill a casual vacancy other than at an annual general meeting. If a vacancy occurs in the office of auditor of a public company, which is not caused by the removal of the auditor from office and there is no surviving or continuing auditor of the company, the directors must, within one month of the vacancy occurring, appoint an auditor to fill the vacancy unless the company at a general meeting has appointed an auditor to fill the vacancy (s 327C(1)). An auditor appointed to fill a casual vacancy under s 327C(1) holds office until the company's next annual general meeting (s 327C(2)).
5. Section 328B of the Act sets out the procedure that governs the nomination of an auditor. Pursuant to s 328B(1) of the Act, a company may appoint an individual, firm or company as auditor of the company at its annual general meeting only if a member of the company gives the company written notice of the nomination of the individual, firm or company before the meeting is convened, or not less than 21 days before the meeting (unless an auditor is removed from office at the annual general meeting). If a company purports to appoint an auditor in contravention of s 328B(1), the appointment is of no effect (s 328B(2)(a)) and the company and each officer of the company who is in default are guilty of an offence (s 328B(2)(b)).
6. On the evidence before me, I make the following findings of fact:

(a) Elderton gave notice of its resignation as auditor of Star Minerals on 28 November 2024. Their resignation took effect on 13 January 2025 when ASIC consented to their resignation.

(b) In breach of s 329(11) of the Act, Star Minerals did not lodge the requisite form (Form 315) within 14 days.

(c) Following the resignation of Elderton as auditor, the directors of Star Minerals complied with their obligations under s 327C(1) of the Act by appointing Nexia as auditor with effect from 15 January 2025. However, by reason of s 327C(2) of the Act, the appointment of Nexia to fill the casual vacancy only extended until the company's annual general meeting.

(d) At no stage did a shareholder nominate Nexia as auditor of Star Minerals nor was a resolution passed at the annual general meeting on 19 November 2025 appointing Nexia as auditor of Star Minerals.

(e) As a consequence, the effect of s 327C(2) of the Act is that Nexia ceased to hold office as auditor of Star Minerals following its annual general meeting.

(f) From this date, the directors of Star Minerals were required, pursuant to s 327C(3) of the Act, to take all reasonable steps to comply with, or to secure compliance with s 327C(1) to appoint an auditor to fill the casual vacancy. This has not occurred.

1. Star Minerals seeks relief under s 1322(4)(d) that the period of 14 days referred to in s 329(11) of the Act be extended to 'a date not before the date on which these orders are made'. Counsel for the plaintiff informed me that the order was framed in this manner because it appeared that the Form 315 had not yet been processed by ASIC. In my view, it was necessary for this time period to be extended for a specific time period or to a specific date and, after discussions, it was proposed that the time period be extended until 9 January 2026.
2. In considering whether to grant an extension of time under s 1322(4)(d) of the Act, the court undertakes a two-stage process. First, the court considers whether it is appropriate to make an order extending the relevant period under the Act, having regard to the circumstances of the case and the general objects of the Act. Second, the court then considers whether any substantial prejudice has been, or is likely to be caused by the making of the proposed order.
3. The court must exercise its power in a manner which is consistent with the general objects and purpose of the relevant statutory provision and must not undermine the reason for the requirement of the Act.
4. The extension of the relevant period may be extended even if it has expired.
5. On the evidence before me, for the following reasons, I am satisfied that it is appropriate to grant the extension of time sought.
6. First, I accept that the failure to lodge the Form 315 with ASIC was honest and inadvertent. It arose as a consequence of a misunderstanding on Ms Cooper's behalf and Mr Achurch not turning his mind to the requirement to lodge this form.
7. Second, granting the extension is, in my view, consistent with the objects and purpose of the Act. ASIC's consent has been sought and obtained to the resignation of Elderton. The resignation has taken effect under the Act, and it is appropriate that the ASIC records correctly reflect the identity of the Company's auditor.
8. Third, no complaint has been raised in relation to the conduct of Star Minerals' audit. Nor has any shareholder or regulator appeared at the hearing today to oppose the orders sought.
9. In circumstances where the extension of time will reflect the actual position in relation to Star Minerals' auditors, I do not consider that any substantial injustice would be caused by the granting of the extension of time.

1. Star Minerals seeks four declarations: two in relation to the resignation and appointment of its auditors, and two in respect of cleansing notices issued by Star Minerals between 19 March 2025 and 5 November 2025 (Cleansing Notices).
2. I note that the prescriptive requirements of s 1322(4)(a) of the Act are satisfied in respect of each of these declarations in that:

(a) the proposed validation orders are framed in a declaratory form;

(b) the act, matter or thing has been identified; and

(c) the contravention has been identified.

1. Star Minerals seeks declarations that the resignation of Elderton is not invalid by reason of its failure to comply with s 329(11) of the Act, and that appointment of Nexia is not invalid by reason of the failure to comply with s 327B and s 328B of the Act.
2. In this case, on the basis of the evidence before the court, I accept that the failure to comply with ch 2M of the Act arose through inadvertence and there was no failure of the part of any company officer to act honestly.
3. In my view, the making of the order sought by the plaintiff would be consistent with the public policy of ch 2M of the Act, which is to ensure that public companies appoint independent auditors to audit the companies' accounts and that audited accounts are lodged within the timeframes specified by the Act.
4. It is relevant that all relevant parties (Elderton, Nexia, Star Minerals, and its shareholders) have proceeded on the basis that Nexia has been validly appointed as the plaintiff's auditor. No issue or complaint has been raised in relation to the accounts or the conduct of the audit by Nexia.
5. In my view, the granting of the relief sought will remove any doubt as to the compliance by the plaintiff with its financial reporting obligations and the potential impact on the operations of the company.
6. In respect of the cleansing notice, this issue arises from the failure to comply with pt 6D.2 of the Act, which imposes disclosure obligations on corporations in relation to the issue and sale of quoted securities. In certain circumstances, the disclosure obligations can be satisfied by lodging a cleansing notice (s 708A(5)). The cleansing notice exception can only be relied upon if the preconditions in s 708A(5) of the Act are met. Section 708A(6) of the Act sets out the requirements of a valid notice. Relevantly, this includes the obligation for the notice to state that as at the date of the notice, the company has complied with 'the provisions of ch 2M as they apply to the body' (s 708A(6)(d)). If disclosure has not been made by the issuer and the shares are on‑sold within 12 months, the party to whom the shares are issued may be obliged to make disclosure.[24]
7. In relation to the Cleansing Notices, the plaintiff seeks a declaration that the Cleansing Notices were effective when given and that any offer for sale or sale of securities will not be invalid by reason of the failure to issue a cleansing notice, and the consequent failure to comply with s 707(3) and s 727(1) of the Act.
8. I accept that Star Minerals' conduct in incorrectly stating in the Cleansing Notices that they had complied with ch 2M in the Act was inadvertent and not in blatant disregard of its obligations under the Act. In my view, I do not consider that public policy will be undermined by granting Star Minerals the relief sought.[25]

1. In this case, counsel for Star Minerals submits that in respect of the resignation and appointment of its auditors two of the preconditions in s 1322(6)(a) of the Act were satisfied (namely, s 1322(6)(a)(ii) and s 1322(6)(a)(iii)), although it is only necessary for one to be satisfied. In relation to the Cleansing Notices, counsel submitted that each of the preconditions in s 1322(6)(a) are satisfied. I accept these submissions.
2. The issue of a cleansing notice has been routinely accepted by the courts as being a procedural matter within the terms of s 1322(6)(a)(i) of the Act.
3. In relation to the precondition in s 1322(6)(a)(ii) of the Act, on the evidence before me, I accept and find that the failure to lodge the Form 315 and the consequent impact on the Cleansing Notices was honest and inadvertent.
4. I also accept that in the circumstances of this case, it would be just and equitable to make the orders sought under s 1322(4).

Will making the orders cause any substantial injustice?

1. In considering whether there would be any substantial injustice if the orders sought are made, I have considered the classes of persons who may be impacted by the making of these orders.
2. In relation to the declarations concerning the resignation and appointment of the auditors, I have considered the classes of persons who may be impacted by the making of these orders, being the plaintiff, the shareholders of the plaintiff, as well as the auditor and former auditor of the plaintiff.
3. I find there is no basis for inferring that substantial injustice has been or is likely to be caused to any person by the making of the orders.
4. I accept that if the orders sought are not made, there may be substantial injustice to each of the plaintiff, its shareholders, and its auditor. In the event that Nexia's appointment is not validated, and a complaint is raised about the work they had done, it is possible that a legal issue could be raised as to whether an auditor who is not appointed at law is liable for the work performed by them and whether the work is covered by their professional indemnity insurer.
5. For the following reasons, I also do not consider that any substantial injustice would be caused by the making of the orders in relation to the Cleansing Notices and, in fact, consider the reverse to be the case.
6. First, in my view, there would be prejudice to the recipients of the share issues if the orders sought are not made, as any future sales of these shares may be void or voidable. Alternatively, the consequence would be that these recipients may be prevented from dealing with their assets for a 12‑month period, through no fault of their own.
7. Second, there will be prejudice to Star Minerals in continuing to have concerns over the validity of some of its shares on issue, and the possibility that it may be required to stay involved.
8. Third, in relation to Star Minerals' shareholders more broadly, Star Minerals' failure to comply with the relevant provisions of the Act has caused it to have its shares suspended from trading. If orders are not made by the court, all shareholders will not have the benefit of an active market for their shares.

Should the court exercise its discretion to grant the relief sought?

1. In exercising the court's discretion to grant relief, a relevant factor is the promptness with which the plaintiff has sought to remedy the irregularity once it has been identified.
2. The evidence before the court is that the plaintiff first became aware of these issues on 12 December 2025. I am satisfied that since becoming aware of the issues raised on this application, the plaintiff has worked diligently to remedy the irregularities.
3. I accept and find that there is no evidence of any substantial misconduct, serious wrongdoing, or flagrant disregard of the Act or Star Minerals' constitution that would warrant the exercise of the discretion to refuse the relief that is sought.
4. There is nothing in the evidence before me that suggests any minority interest might be oppressed or that any other interest could be affected by the orders that are sought by Star Minerals.
5. I am satisfied that shareholders, ASIC, and the ASX have been notified of the issue that has arisen and have been given notice of the application. No shareholder or either regulator has sought to be heard or to intervene at the hearing today.
6. Finally, in relation to public policy considerations, it is my view that no public policy will be undermined by making the orders sought by the Star Minerals.
7. In these circumstances, I consider it is appropriate to exercise my discretion to grant the relief sought.

Should orders be made to relieve the company and its officers from civil liability?

1. The plaintiff also sought orders relieving the company and its current and former directors and officers from any civil liability arising out of the contraventions of s 327B(1)(b), s 327B(3), s 328B, s 329(5), and s 329(11) of the Act by reason of the failures to lodge a Form 315 within time, procure that a member nominate Nexia as auditor of Star Minerals, or to have the appointment of Nexia approved at the 2025 annual general meeting.
2. Section 1322(4)(c) permits the court to make an order relieving a person from civil liability for a broad range of contraventions or failures, subject to the conditions in s 1322(6) that the person concerned acted honestly and that no substantial injustice has been or is likely to be caused to any person.[26]
3. A precondition to making an order under s 1322(4)(c) is that the person to be relieved from civil liability acted honestly.[27]
4. Counsel for the plaintiff submitted that the relevant parties acted honestly throughout the relevant period as they believed the requirements of the Act had been complied with. I accept that that the contravention occurred by way of inadvertence or oversight for the and that there is no evidence that Star Minerals or its current or former directors or officers acted dishonestly. I also accept that the relief sought by the plaintiff is appropriately confined to the specific omissions that caused the contravention.
5. For that reason, I consider it is appropriate that the plaintiff and its current and former officers be relieved of any civil liability arising out of their contraventions of the Act for the specific omissions identified by the plaintiff.

1. For these reasons, at the conclusion of the hearing, I made orders broadly in terms of the minute of proposed orders filed 18 December 2025.

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

[1] Affidavit of Ian George Stuart filed 18 December 2025 [6] - [8].

[2] Affidavit of Ian George Stuart filed 18 December 2025 [9] - [12], 'IGS2'.

[3] Affidavit of Ian George Stuart filed 18 December 2025 [20], 'IGS1'.

[4] Affidavit of Ian George Stuart filed 18 December 2025 [18] - [30]; Affidavit of Monica Lee Cooper filed 18 December 2025 [11] - [18].

[5] Affidavit of Monica Lee Cooper filed 18 December 2025 [20] - [21].

[6] Affidavit of Monica Lee Cooper filed 18 December 2025 [22], 'MLC2'.

[7] Affidavit of Monica Lee Cooper filed 18 December 2025, 'MLC2', page 24.

[8] Affidavit of Ian George Stuart filed 18 December 2025 [31] - [32], 'IGS6'.

[9] Affidavit of Monica Lee Cooper filed 18 December 2025 [24], 'MLC4'.

[10] Affidavit of Monica Lee Cooper filed 18 December 2025 [29] - [32], 'MLC8'.

[11] Affidavit of Monica Lee Cooper filed 18 December 2025 [31], 'MLC8'.

[12] Affidavit of Christopher Bryan James Achurch filed 18 December 2025 [13].

[13] Affidavit of Christopher Bryan James Achurch filed 18 December 2025 [14] - [17].

[14] Affidavit of Monica Lee Cooper filed 18 December 2025 [29], 'MLC7'.

[15] Affidavit of Christopher Bryan James Achurch filed 18 December 2025 [19] - [30], 'CA1' - 'CA2'; Affidavit of Ian George Stuart filed 18 December 2025 [37] - [40]. Star Minerals later announced the change of auditor to Nexia on 15 December 2025: Affidavit of Ian George Stuart filed 18 December 2025 [56], 'IGS11'.

[16] Affidavit of Christopher Bryan James Achurch filed 18 December 2025 [31] - [34], 'CA2'.

[17] Affidavit of Christopher Bryan James Achurch filed 18 December 2025 [35].

[18] Affidavit of Christopher Bryan James Achurch filed 18 December 2025 [37] - [39].

[19] Affidavit of Christopher Bryan James Achurch filed 18 December 2025 [40] - [45].

[20] Affidavit of Christopher Bryan James Achurch filed 18 December 2025 [18]; Affidavit of Monica Lee Cooper filed 18 December 2025 [35] - [36], 'MLC9'.

[21] Affidavit of Christopher Bryan James Achurch filed 18 December 2025 [49] - [68], 'CA6' - 'CA16'.

[22] Affidavit of Christopher Bryan James Achurch filed 18 December 2025 [84] - [86].

[23] Affidavit of Christopher Bryan James Achurch filed 18 December 2025 [83].

[24] Corporations Act 2001 (Cth) s 707(3). See also Re Golden Gate Petroleum Ltd [2010] FCA 40; (2010) 77 ACSR 17.

[25] See Re Caeneus Minerals Ltd [2018] FCA 560 [39] ‑ [40]; Re Classic Minerals Ltd [2018] FCA 2039 [35] ‑ [36].

[26] Re Murray River Organics [2019] FCA 931; (2019) 138 ACSR 365 [28].

[27] Corporations Act 2001 (Cth) s 1322(6)(b).