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UPDATE 6: Calidus Admins Transfer Ownership to DOCA Proponent West Coast Gold After Creditors, Western Australian Top Court Allow Plan Variance To Enable Option Cancelation

Sun Jan 12, 2025 10:13 PM ET: FTI Consulting (Australia) Pty. Ltd., the deed administrator Calidus Resources Ltd., announced to the ASX late last Friday, Jan. 10, that earlier that day, the administrators had confirmed to deed-of-company-arrangement, or DOCA, proponent West Coast Gold Pty. Ltd., that all the conditions precedent had been satisfied or waived and that the Calidus DOCA, along with two DOCAs relating to its direct subsidiaries were wholly effectuated.

The announcement added that on Jan. 6, creditors of Australian listed gold producer Calidus had approved a resolution to vary the DOCA to enable the deed administrators to take steps to cancel all options for the purchase of shares in Calidus issued prior to the commencement of the administration. This step was considered necessary to give full effect to the intended purpose of the Calidus DOCA, which was to transfer complete control and ownership of the company to the DOCA proponent by way of a share transfer under section 444GA of the Corporations Act 2001 (Cth), the announcement states. The varied Calidus DOCA was executed by Calidus, the deed administrators, and the DOCA proponent on that same date, Jan. 6. On Jan. 7, in accordance with the terms of the varied Calidus DOCA, the deed administrators issued notices to all option holders cancelling the Calidus options with immediate effect.

Previously, the deed administrators had applied to the Supreme Court of Western Australia seeking leave to transfer all the shares in Calidus to the DOCA proponent, or its nominee, for nil value under section 444GA of the Corporations Act 2021 (Cth). The final hearing of the section 444GA application took place on Jan. 7. No interested third parties appeared at the hearing to oppose the orders sought by the deed administrators. At the hearing, Justice Gary Cobby granted leave to transfer all the shares in Calidus to the DOCA proponent, or its nominee, in accordance with the Calidus DOCA, the announcement states.

In delivering his judgment, the judge was satisfied that the transfer of shares would not unfairly prejudice interested members of the company; the shares had no residual value; and there was no reasonable prospect of the shares having residual value, according to the announcement.

Subsequently, the deed administrators on Jan. 8 transferred all the Calidus shares to the DOCA proponent’s nominee, Ample Resources Pty. Ltd. No consideration is payable to the former shareholders of Calidus.

On Jan. 10, the deed administrators confirmed to the DOCA proponent that all the conditions precedent had been satisfied or waived and the Calidus DOCA, along with two DOCAs relating to its direct subsidiaries, Keras (Pilbara) Gold Pty. Ltd. and Calidus Blue Spec Pty. Ltd., were wholly effectuated in accordance with their terms. On effectuation of the DOCAs: the receivers and managers of Calidus retired; the deed administrators retired as the companies are no longer subject to external administration; control of the companies has transitioned to its new board of directors; the Calidus creditors’ trust, along with creditors trusts for the two subsidiary companies, were established; and Hayden White and Daniel Woodhouse were appointed the joint and several creditors’ trustees of each of the creditors trusts.

Each of the former directors of the Calidus board resigned from their position as director of the company, effective Jan. 7. A final director’s interest notice was filed in respect of each director. Due to the prior transfer of Calidus’ shares to the DOCA proponent’s nominee under the section 444GA orders, the relevant interest of all former Calidus directors was nil. It is noted that by agreement with the company’s former receivers and managers, Calidus’ managing director David Reeves ceased his employment with the company on Sept. 24, 2024, but remained as a director until Jan. 7. Control of the companies has reverted to the company’s new board of directors.

Following the effectuation of the DOCAs, the deed administrators were appointed trustees of the various creditors’ trusts. The trustees will be contacting all creditors in relation to the distribution of available funds in accordance with the terms of the creditors’ trusts.

 


UPDATE 5: Calidus Resources Administrator Requests Western Australian Top Court to Adjourn Final Hearing on Transfer of All Shares to DOCA Proponent West Coast Gold to Jan. 7 to Facilitate Amendment to Calidus DOCA

Wed Dec 18, 2024 07:31 AM ET: FTI Consulting (Australia) Pty. Ltd., the deed administrator of ASX-listed gold producer Calidus Resources Ltd., announced to the ASX this evening, Dec. 18 that at the Dec. 16 hearing before the Supreme Court of Western Australia for consideration of their application to transfer all of Calidus shares to the deed of company arrangement, DOCA proponent, West Coast Gold Pty. Ltd., the administrator requested the Court adjourn the final hearing on the matter to Jan. 7, 11:00 a.m.

The adjournment was requested to facilitate an amendment to the Calidus DOCA being sought by the DOCA Proponent which clarifies the DOCA’s impact on those parties which hold listed and unlisted rights to acquire shares in Calidus (Calidus Options), the announcement states.

Further, if approved by creditors at a meeting of creditors of Calidus to be convened on Jan. 6, the DOCA Proponent’s requested amendments will expressly require the Deed Administrator to issue notices to cancel the Calidus Options, to facilitate the DOCA Proponent obtaining 100% of the equity and control of Calidus, if the 444GA orders are made, as was the intent of the DOCA previously communicated to, and approved by creditors at the meeting of creditors of Calidus on Sept. 27.

Only creditors of the company and those parties who hold Calidus Options can attend and vote at the Jan. 6 meeting, according to the announcement.

 


UPDATE 4: Calidus Resources Administrator Says Western Australian Top Court Sets Final Hearing on Transfer of All Shares to DOCA Proponent West Coast Gold

Thu Nov 28, 2024 04:28 AM ET: FTI Consulting (Australia) Pty. Ltd., the deed administrator of ASX-listed gold producer Calidus Resources Ltd., announced today, Nov. 28, that the Supreme Court of Western Australia has scheduled a final hearing on its application for Section 444GA orders to transfer 100% of Calidus shares to the deed of company arrangement, or DOCA, proponent, West Coast Gold Pty. Ltd.

A directions hearing is scheduled for Dec. 3 and a final hearing for Dec. 16, the deed administrator said.

If approved, all Calidus shares will be transferred to the DOCA proponent for no consideration, as stated earlier.


UPDATE 3: Calidus Resources Administrator Files Section 444GA with Supreme Court to Transfer Entire Co. Stock to DOCA Proponent West Coast Gold

The following summary was generated with help from Octus’ proprietary AI models.

Thu Oct 31, 2024 09:48 PM ET: FTI Consulting (Australia) Pty. Ltd., the deed administrators of the ASX-listed gold producer Calidus Resources Ltd., announced on Oct. 31 that it has applied to the Supreme Court of Western Australia for Section 444GA orders to transfer 100% of Calidus shares to the deed of company arrangement, DOCA proponent, West Coast Gold Pty. Ltd.

The move follows the DOCA proponent’s election to acquire all shares in Calidus rather than its subsidiaries.

Court hearings are scheduled for Dec. 3, directions hearing, and Dec. 16, substantive hearing. If approved, all Calidus shares will be transferred to the DOCA proponent for no consideration.

Shareholders will have access to an expert report on share value in a liquidation scenario by Nov. 28, and can voice concerns or objections to the deed administrators by Dec. 2, FTI Consulting said in the announcement.

 


UPDATE 2: Calidus Resources Administrator Says DOCA with West Coast Executed

Thu Oct 10, 2024 10:31 PM ET: FTI Consulting (Australia) Pty. Ltd., the deed administrators of the ASX-listed gold producer Calidus Resources Ltd., announced to the ASX on Oct. 10 that Deeds of Company Arrangement, or DOCA, from the West Coast group of companies, Calidus Resources’ sole senior secured creditor, have now been executed for Calidus Resources and its subsidiaries. Three of the DOCAs have now also effectuated.

The deed administrators and West Coast group of companies are now working to complete the conditions precedent to the remaining West Coast DOCAs – namely the progression of an application which seeks to provide DOCA proponents with 100% of the issued equity in Calidus Resources.

On Oct. 9, Hayden White and Daniel Woodhouse of FTI were appointed as deed administrators of Calidus Resources and its subsidiaries including Keras (Pilbara) Gold Pty. Ltd., Calidus Blue Spec Pty. Ltd., Calidus Otways Pty. Ltd., Keras (Gold) Australia Pty. Ltd. and Millennium Minerals Pty. Ltd.

Operational controls of Keras (Pilbara) Gold and Calidus Blue Spec have been reverted back to their newly formed board of directors on Oct. 9 following the execution of the DOCAs.

Further, the DOCAs for Calidus Otways, Keras (Gold) Australia and Millennium Minerals were effectuated on Oct. 9. Control of each of these companies has been handed over to their newly formed board of directors, according to the announcement.

 


UPDATE 1: Calidus Resources Creditors Vote for DOCA Take-Over Proposal From Sole Senior Creditor Vehicle Backed by Mining Billionaire

Fri Sep 27, 2024 03:06 AM ET: Creditors of Calidus Resources Ltd., the ASX-listed gold producer, voted to accept a deed of company arrangement (DOCA) from sole senior secured creditor West Coast Lending at a vote held today, Sept. 27, according to a statement from voluntary administrators FTI Consulting.

A competing plan backed by the directors of the company had still not been adequately progressed for completion as of late on Sept. 26, so the board withdrew its  support for the Directors’ DOCA Proposal and, as such, there was no alternative to the West Coast DOCA proposal, according to the statement.

Employees of the companies supported the West Coast DOCA proposal, which involves the transfer of 100% of all the shares of Calidus to one of the DOCA proponents, West Coast Gold Pty Ltd.

West Coast Lending is backed by Australian mining billionaire Mark Creasy, the Australian Financial Review reported on Aug. 8, citing sources. The entity bought its Australian dollar 148.5 million ($102.7 million) senior secured claims on Aug. 1 from Macquarie stemming from a senior secured loan and a hedging facility, FTI disclosed in a VA report released on Sept. 18.

As per today’s statement, FTI said, to enable the transfer of shares, the Deed Administrators are required to make an application to the court to obtain orders from the court pursuant to section 444GA of the Corporations Act (“444GA Orders”),  which involves engaging an independent expert to provide a report demonstrating the shares being transferred have no residual value.

This is followed by the court granting leave to the administrators to transfer the shares where it will not unfairly prejudice the interests of shareholders and shareholders, stakeholders and interested parties will have the opportunity to be heard at the court hearing. The administrators anticipate the process to obtain 444GA Orders will take approximately two months to complete.

The West Coast DOCA Proposal requires completion of this condition precedent by November 30, 2024. However, this deadline can be extended upon request of the DOCA Proponents to the Deed Administrators. Should the Court refuse leave, then the shares held by Calidus in Keras Pilbara and Calidus Blue will be transferred to the West Coast Proposal DOCA Proponents (or its nominee), rather than the shares in Calidus itself, the statement concludes.

 


Original Story 3:15 a.m. UTC on Sep. 26, 2024

Calidus Resources Creditors to Decide Tomorrow, Sept. 27, on DOCA Take-Over Proposal From Sole Senior Creditor Vehicle Backed by Mining Billionaire; VA Continues to Support DOCA Despite Last-Ditch Competing Effort By Directors

Relevant Documents
Voluntary Administrators’ Report
Circular to Creditors Sept 25

FTI Consulting, the voluntary administrators, or VA, of Calidus Resources Ltd., continues to recommend to the ASX-listed gold producer’s creditors that they accept a deed of company arrangement (DOCA) from the sole senior secured creditor at a vote to be held tomorrow, Sept. 27, despite efforts by directors to finalize a competing plan, according to a circular to creditors dated yesterday, Sept. 25.

The DOCA take over proposal being voted on tomorrow was tabled by West Coast Lending, which bought on Aug. 1 crystallized liabilities of about Australian dollar 148.5 million ($102.7 million) from Macquarie stemming from a senior secured loan, according to a VA report dated Sept 18.

West Coast Lending is backed by Australian mining billionaire Mark Creasy, the Australian Financial Review reported on Aug. 8, citing sources. Creasy’s private investment vehicle, Yandal Investments, bought the debt at par or close to par to give the billionaire an advantage in controlling the Pilbara gold and lithium miner out of receivership, the article said.

To pass, the DOCA needs the support of more than 50% of the voting creditors by number and value. Under the plan, employees are being offered 100% recovery while unsecured creditors would get 0.3% to 100%, as per the report.

At the vote tomorrow, creditors will also be voting on whether to wind up the company or to defer the decision on the process for 45 business days.

FTI, in the VA report, maintained that the DOCA proposal from West Coast Lending “on balance” appears to provide more certainty and “it is likely that unsecured creditors will receive a greater, and a more timely return under the West Coast DOCA proposal than they would if the companies were immediately wound up in liquidation.”

FTI Consulting said West Coast Lending bought Macquarie’s rights under the syndicated facility agreement and hedging facility, including the debts obligations of Calidus and wholly owned subsidiaries Keras Pilbara and Calidus Blue Spec on Aug. 1.

In a last ditch effort to keep the company out of Creasy’s hands, Calidus directors have had a local stock broker try to raise up-to AUD 190 million for the company via the issuance of new shares at AUD 0.01 each, which would be used largely to pay down creditor claims, the AFR reported this morning, Sept 26. The placement would be subject to a DOCA and shareholder vote, the article states. That directors’ DOCA proposal is referred to as NBIO A in the FTI circular to creditors.

“The Administrators remain of the view that [NBIO A] has not been adequately progressed to provide … sufficient comfort that it is: (a) capable of completion; and (b) provides superior returns” to the West Coast proposal, the circular yesterday states.

The circular added that the VAs received a letter on Sept. 24 from West Coast warning that were tomorrow’s meeting to be adjourned, the secured creditor would instruct the receivers of the company’s mine holdcos “immediately” to put into care and maintenance a gold mine, whose holdco has been funded by the creditor during the concurrent administration and receivership.

The Calidus companies became insolvent on the date of FTI’s appointment on June 28, when Keras Pilbara defaulted on its Macquarie facilities, crystallizing the about AUD 148.5 million ($102.7 million) liabilities upon itself and its two guarantors, Calidus and Calidus Blue Spec.

As a senior secured creditor with an AUD 148.5 million debt position and a 4.25% equity stake in Calidus, Macquarie brought on KordaMentha as receivers and managers of the company on June 28; Calidus’ board appointed FTI Consulting as voluntary administrators to the group, according to a company statement to the ASX.

KordaMentha sought “urgent expressions of interest” for the acquisition and/or recapitalization of Calidus with the possibility of the acquisition of some or all of the project assets, according to an Aug. 2 Calidus filing to the bourse.

Twenty-five parties responded to a joint sale process that began in early August, of which ive submitted non-binding initial offers to acquire or recapitalize the group by the offer deadline of Aug. 30, according to the circular.

The administrators are convening a second meeting for creditors to consider the only binding proposal that is “sufficiently progressed, de-risked and capable of completion at the date of this report,” according to the document. The meeting comes after concerns were raised by the secured lender as to the ongoing erosion of the secured assets and in the absence of any other binding proposals, it says.

FTI Consulting said that as of the date of the report, there was no alternate binding DOCA proposal with either the support of the secured lender or with the requisite consideration to repay the lender in full upon commencement of its pursuit that the administrators consider to be capable of completion.

The senior lender has submitted inter-related DOCA proposals from three related entities, collectively referred to as the West Coast DOCA Proposal.

The report added that the West Coast proposal recommended by the administrators was one of three strong proposals, and that the other two parties are progressing their interest to undertake further due diligence on the group to strengthen their proposals.

According to the document, citing records provided by the senior lender’s advisers, the current amount outstanding to the senior lender stands at around AUD 124.5 million, inclusive of fees and interest.