NOTICE OF FILING

This document was lodged electronically in the FEDERAL COURT OF AUSTRALIA (FCA) on

6/08/2020 11:56:53 AM AEST and has been accepted for filing under the Court’s Rules. Details of

filing follow and important additional information about these are set out below.

Details of Filing

Document Lodged: Submissions

File Number: VID519/2020

File Title: HABROK (DALGARANGA) PTY LTD v GASCOYNE RESOURCES

LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) & ORS

Registry: VICTORIA REGISTRY - FEDERAL COURT OF AUSTRALIA

Dated: 6/08/2020 11:57:00 AM AEST Registrar

Important Information

As required by the Court’s Rules, this Notice has been inserted as the first page of the document which

has been accepted for electronic filing. It is now taken to be part of that document for the purposes of

the proceeding in the Court and contains important information for all parties to that proceeding. It

must be included in the document served on each of those parties.

The date and time of lodgment also shown above are the date and time that the document was received

by the Court. Under the Court’s Rules the date of filing of the document is the day it was lodged (if

that is a business day for the Registry which accepts it and the document was received by 4.30 pm local

time at that Registry) or otherwise the next working day for that Registry.

Filed on behalf of Habrok (Dalgaranga) Pty Ltd, the Plaintiff

Prepared by Philip Crutchfield QC and Elizabeth Boros, Counsel for the Plaintiff

Law firm ARNOLD BLOCH LEIBLER Tel 03 9229 9961 Fax 03 9229 9900 Email jvaatstra@abl.com.au

Address for service Level 21, 333 Collins Street, Melbourne, VIC 3000

No. VID 519 of 2020

Federal Court of Australia

District Registry: Victoria

Division: Corporations List

IN THE MATTER OF GASCOYNE RESOURCES LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) (ACN 139 522 900)

HABROK (DALGARANGA) PTY LTD (ACN 640 780 141)

Plaintiff

GASCOYNE RESOURCES LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) (ACN 139 522 900) AND OTHERS NAMED IN THE ATTACHED SCHEDULE 1

Defendants

PLAINTIFF’S SUBMISSIONS FOR 7 AUGUST 2020

A. BACKGROUND

1. The plaintiff seeks orders in the proceeding terminating the Deed of Company

Arrangement (Administrators’ DOCA)1 executed on 26 June 2020 by the first to

seventh defendants (GCY Group) and the eighth defendant (Administrators), and for

the appointment of independent liquidators.

2. The grounds are that the Administrators’ DOCA contains material misleading

statements and omissions and that it would operate oppressively against one or more

creditors. More specifically, the grounds relate to:

(a) inadequate disclosure of the likely return to creditors in a liquidation;

(b) inadequate investigation of claims in a liquidation;

(c) inadequate disclosure regarding the creditors’ trust which is to be established;

(d) concerns regarding preferential treatment of the second-ranking secured creditor

(NRW) and the status of its security interest;

(e) the extinguishment of shareholder claims; and

1 Tab 20 to exhibit SR-1 to the affidavit of Simon Raftery sworn 4 August 2020.

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(f) inadequate disclosure regarding the proposed capital raising and, in particular

whether, even if successful, it will return the GCY Group to solvency.

3. The completion of the capital raising is the last of several conditions precedent to

Completion set out in clause 3.1 of the Administrators’ DOCA.

4. Completion is further described in clause 8 of the Administrators’ DOCA and involves

termination of the DOCA, return of the GCY Group to control of the directors, and

release of the claims of all creditors, who will then only be entitled to participate as

creditors and beneficiaries under the creditors’ trust.

5. Once Completion occurs:

(a) it may no longer be possible to set aside the DOCA under s 445D of the

Corporations Act;2 and

(b) even if s 447A gives the court to terminate a deed ab intio (which has been

doubted), if rights and obligations separate from those created by the deed have

been created (such as rights under a creditors’ trust), those rights and

obligations may not be capable of being unwound under s 447A.3

B. REQUEST FOR EXPEDITED HEARING

6. It is for the reasons set out in the preceding paragraph that the application also seeks

interim relief to restrain the capital raising pending determination of this proceeding.

7. However, that relief would not be required if the hearing of this proceeding can be

expedited, and/or the administrators agree to adjust the timetable contemplated by the

DOCA, as they are empowered to do.

8. The indicative timetable for the capital raising (as set out in the Explanatory

Memorandum for the Extraordinary General Meeting4 of GCY held 5 August 2020)

provided that the issue date for new shares under the various offers is to be

1 September 2020. However, there is power to extend that timetable.5

9. The solicitors for the plaintiff have written to the Administrators today proposing a

timetable for directions that would enable the proceeding to be heard and determined

before 1 September 2020, and seeking an undertaking from the Administrators not to

cause GCY to issue shares to NRW and/or the trustees of the creditors’ trust before

2 Federal Commissioner of Taxation v Wellnora Pty Ltd (2007) 163 FCR 232, Lindgren J at [173]

and [178]; QBI Corporation Pty Ltd v Planation Rise Pty Ltd (2010) 77 ACSR 573, Wilson J at [27]. 3 Parkview Constructions Pty Ltd v Tayeh (2009) 71 ACSR 65, at [68]-[72]. 4 Tab 49 of exhibit SR-1 to the affidavit of Simon Raftery sworn 4 August 2020, point 1.8, p 12. 5 The Due Date under the DOCA (by which Completion must have occurred) is 30 November 2020,

or such later date as may be specified in a written notice issued by the Deed Administrators to the Creditors.

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1 September 2020 or such later date as may be agreed. The letter is attached to

these submissions.

10. Draft orders reflecting that timetable are also attached to these submissions.

11. An expedited hearing would have the consequence that the interim relief sought in the

originating process, could be adjourned with liberty to apply.

12. The plaintiff therefore seeks orders as set out in the Annexure to these submissions.

6 August 2020

Philip Crutchfield

Elizabeth Boros

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Annexure – Draft orders

No. VID 519 of 2020

Federal Court of Australia

District Registry: Victoria

Division: Corporations List

IN THE MATTER OF GASCOYNE RESOURCES LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) (ACN 139 522 900)

HABROK MINING PTY LTD (ACN 632 753 989)

Plaintiff

GASCOYNE RESOURCES LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) (ACN 139 522 900) AND OTHERS NAMED IN THE ATTACHED SCHEDULE 1

Defendants

ORDER

JUDGE: JUSTICE ANASTASSIOU

DATE OF ORDER: 7 August 2020

WHERE MADE: Melbourne

THE COURT ORDERS THAT:

1. The plaintiff file and serve any further affidavits and any expert report(s) by 4:00 pm on

10 August 2020.

2. The defendants (and any other interested party) file and serve any affidavits upon which

they intend to rely by 4:00 pm on 17 August 2020.

3. The plaintiff file and serve any affidavits in reply by 4:00 pm on 19 August 2020.

4. The plaintiff file and serve its contentions of fact and law by 4:00 pm on 21 August 2020.

5. The defendants (and any other interested party) file and serve their contentions of fact

and law by 4:00 pm on 24 August 2020.

6. The trial of the proceeding be listed for 26 August 2020 on an estimate of 2 days.

Arnold Bloch LeiblerLawyers and Advisers

6 August 2020

By email

Attention: Michael Ryan, lan Francis and Kathryn Warwick

Gascoyne Resources Limited(Subject to Deed of Company Arrangement)Level 1,41-47 Colin StreetWest Perth, Western Australian 6005

File No. 021914436

PartnerJustin VaatstraDirect61 392299778jvaatstra@abl.com.au

Level 21

333 Collins Street

Melbourne

Victoria 3000Australia

www.abl.com.au

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c/- FTI ConsultingLevel 47, Central Park152 - 158 St George TerracePerth WA 6000

PartnerLeon ZwierDirect 61 3 9229 9999lzwier@abl.com.au

Dear Sirs and Madam

Gascoyne Resources Limited (Subject to Deed of Gompany Arrangement) and its relatedentities (GCY Group)Federaf Gourt of Australia Proceeding No. VID 519 of 2020

As you know, we act for Habrok (Dalgaranga) Pty Ltd (Habrok), the plaintiff in the aboveproceeding.

We refer to our letters dated 4 August 2020 and to the first return date of the proceeding listedfor Friday, 7 August 2020.

Please advise whether you have appointed lawyers to represent the defendants and if so, who.

We are instructed as follows

As you are aware, our client seeks interim relief in its Originating Process that isintended to preserve the status quo pending the hearing and determination of theproceeding.

The interim relief is necessary to avoid irreparable prejudice to our client that wouldarise if the Deed of Company Arrangement in respect of the GCY Group companies(DOCA) is terminated by performance in accordance with its terms before theproceeding is determined with the consequence that the DOCA may no longer be ableto be set aside under s 445D o'f the Corporations Act 2001 (Cth).

This potential prejudice will be avoided if the proceeding is determined expeditiouslybefore the DOCA is effectuated and terminated by performance.

There are numerous conditions precedent that must be satisfied before the DOCAterminates and converts to creditors' trust, including the completion of the capital raiseand issue of shares to the creditors trust. According to the Explanatory Statement dated6 July 2020, the shares under the lnstitutional Entitlement Offer, Placement and Retail

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Arnold Bloch LeiblerPage:2

Offer will not be issued until 1 September 2020. We also note that under the DOCA,the Deed Administrators have powers to extend the "Completion Date" and the "DueDate" by written notice issued to creditors.

ln order to narrow the issues in dispute and facilitate the just resolution of the disputeas quickly, inexpensively and efficiently as possible, our client makes the followingproposal to preserve the status quo and expeditiously progress the proceeding:

(a) that parties agree to the following timetabling directions to enable theproceeding to be heard and determined before 1 September 2020:

(i) by 4.00pm on 10 August 2020 the plaintiff file and serve any furtheraffidavits and any expert report(s);

(ii) by 4.00pm on 17 August 2020 the defendants (and any interestedparty) file and serve any affidavits;

(iii) by 4.00pm on 1 9 Augu sl 2020 the plaintiff file and serve any affidavitsin reply;

(iv) by 4.00pm on 21 August 2020 the plaintiff file and serve its outline ofsubmissions;

(v) by 4.00pm on 24 August 2020 the defendants (and any interestedparty) file and serve an outline of submissions;

(vi) the trial of the proceeding be listed for 26 August 2020 on estimate of2 days.

(b) that the defendants (ie the Administrators and the GCY Group companies)provide an undertaking that they will not issue or cause the GCY Groupcompanies to issue the shares to NRW and / or the trustees of the creditors'trust under the DOCA before 1 September 2020, or such later date as may beagreed.

These timetabling directions provide for the expeditious determination of theproceeding, preserve the status quo and minimise disruption. lf agreed, the applicationfor interim relief could be adjourned to the first day of the trial.

Please let us know if the defendants agree with the above proposed orders andundertaking as soon as possible and in any event by 12pm (AEST) on 6 August2020.

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Yours faithfully

AD Justin VaatstraI I Partner

ABU8159146v2