Facts:

Mynas Coal Ltd. ("MyCo") is an Australian mining company listed on the ASX. It has coal and gas reserves in Queensland and owns the rights to explore several potential coal and gas properties in other Australian states and in Indonesia. MyCo has four directors, Andrew, Bambang, Celia and Dan.

In 2017, before MyCo had discovered its most recent coal mine, it was struggling financially, and another Australian company called Twitch Resources Pty. Ltd. ("Twitch") had offered to invest $5 million for 35% of MyCo's shares. As part of this deal, Twitch was given the right to appoint two directors to MyCo's board, and that was when Andrew and Bambang became non-executive directors of MyCo.

Andrew is Australian, and he is the main representative of Twitch in Australia, helping Twitch negotiate various deals with Australian mining and resource firms, and acting as a non-executive director in several other companies. It is not clear who actually controls Twitch, because its shares are owned by an offshore trust in the British Virgin Islands ("BVI"), but it appears that the ultimate controllers of the trust are from Indonesia.

Bambang is Indonesian, and he does not speak much English. However, he does understand the Indonesian mining sector, where MyCo has some mining exploration properties.

Celia is the Chief Financial Officer of MyCo and Dan is the CEO of MyCo, so they are executive directors. Celia and Dan each own 5% of MyCo's shares, and the rest of the company's shares are owned by Twitch (35%) and hundreds of other small investors (55%), but none of these other small investors owns more than 1% of MyCo's shares.

In early 2020, MyCo was trying to raise money to develop its latest natural gas deposit in Queensland. However, it could not find an investment bank willing to underwrite a secondary public offering, as the economy was struggling due to COVID-19. Instead, Dan and Celia decided to look for a merger with another company that had plenty of cash but no current gas projects. After careful investigation, assisted by experts from the mining division of a major accounting firm, they identified a suitable company called PlusGas Ltd. ("PG").

In their merger negotiations, PG offered to invest $10 million into the deal, and they proposed that MyCo would merge with PG to create a new company called MyCoal Gas Ltd. All the existing shareholders of MyCo would be given shares in the new company instead of their MyCo shares, at a 10% premium to the current MyCo share price. MyCo's expert advisors expected that the shareholders of MyCoal Gas Ltd would also make large profits within the next two years, due to the expansion of the natural gas market.

However, based on MyCo's constitution, any merger deal required the consent of all MyCo's directors before it could be recommended to the shareholders. Andrew and Bambang told Dan and Celia that they wanted to meet with PG's controlling shareholder, Forbes, privately before deciding whether to give their consent. At this private meeting in May 2020, Andrew told Forbes that he would not give his consent to the deal unless the merger agreement included a clause appointing him as the CEO of the new company MyCoal Gas Ltd. Forbes did not support this idea, because he believed that Dan was doing a great job at MyCo and Dan should be the future CEO of MyCoal Gas Ltd.

So after the meeting Andrew and Bambang started spreading information about MyCo's Indonesian coal and gas properties, claiming that MyCo's mining licences were not properly approved by the Indonesian government, and that MyCo's market value was too high. Andrew also secretly leaked information to the media that cast doubt on the amount of gas reserves in MyCo's natural gas deposit in Queensland.

The deal with PG was not approved by MyCo's board, because Andrew and Bambang voted against it, and no other new investors offered to invest in MyCo's business, as they had been put off by the media reports about its gas reserves. Since May 2020, MyCo's share price on the ASX has already fallen 40%.

In February 2021, MyCo is now in financial difficulty, because it has a large bank loan due in one week, that the company won't be able to repay unless it can find a new investor immediately. Andrew has just told Celia and Dan that Twitch would be willing to inject more funds into MyCo to pay off the bank loan, but only if Twitch receives another 20% of MyCo's shares, which would give Twitch total control over the company.

Celia and Dan have just found out from Forbes what happened at the May 2020 meeting with Andrew and Bambang, and they strongly suspect that Andrew was the person who leaked misleading information about MyCo's Indonesian properties to the media. They think Andrew has done this to drive down MyCo's share price so that Twitch can take control of MyCo for a very cheap price, and after that, Andrew will probably become the new CEO of MyCo.

Dan also hired an Indonesian translator and had a meeting with Bambang, and Bambang claimed that he did not know what Andrew was saying when he met with Forbes in May 2020, because his English was not good enough, and he always relied on Andrew to explain everything to him about MyCo's business. He also claimed that Andrew mis-translated the information Bambang provided about MyCo's Indonesian government licences, and said he was not aware that Andrew had leaked this incorrect information to the media.

Answer the following questions based on these facts, referring to statute and case law where relevant, and using the HIRAC structure in your answers:

(a) Advise Dan and Celia whether the other two directors of MyCo (Andrew and Bambang) have breached their duties to MyCo? If so, what would be the likely consequences, and what remedies would Dan and Celia have against Andrew and Bambang?

(b) Since MyCo is now in financial difficulty, advise Dan and Celia whether they may also risk breaching their duties to MyCo, and if so, what should they do to protect themselves from being liable?