Spark Energy Ltd is a mining company operating in New South Wales. There are three directors: Shelly, Jerry and Ben (the managing director). Ben had been appointed as managing director in 2015 under a contract of employment that was to last for four years. As a result of this contractual provision, his term as managing director expired in December 2019. Ben was not reappointed as a managing director but continued to carry on the duties of a managing director.

In July 2020, Spark Energy Ltd required additional funding of $11 million to acquire a mine in country New South Wales. This acquisition was seen by management as an important and valuable addition to its mining portfolio.

Mindful of disclosure laws, Spark Energy Ltd issued an offer information statement to raise the finance. Based on the bullish prospects for the new mine forecasted by many experienced investors, the offer information statement contained a profit forecast for the mining activities arising from the acquisition of the new mine. A profit forecast of thirty per cent was made in the offer information statement, stated to be achieved in the next financial year. No other information was supplied in relation to this profit forecast.

(a) Assess whether Spark Energy Ltd has breached any fundraising provisions in the Corporations Act 2001 (Cth).

(b) When answering the question in part (b) below:

refer to the content of the 1st paragraph (only) of the scenario above in Question 1 (a) ; and

assume, for the purposes of the question below in part (b), that the $11 million was acquired by Spark Energy Ltd after full compliance with fundraising law and that an additional one million dollars was required to complete the acquisition of the new mine.

In January 2020, the extra one million dollars required was provided to Spark Energy Ltd by way of a bank loan from Eastpac Bank. The bank loan was made under a loan document signed by Ben on behalf of Spark Energy Ltd.

In March 2020, it was discovered that Ben absconded to Europe after withdrawing the $1 million borrowed from Eastpac Bank. The borrowed funds were held in the deposit account of Spark Energy Ltd. The company's rules allowed any one of the directors to sign on the company's bank account.

Evaluate if Spark Energy Ltd is bound to the loan contract with Eastpac Bank Ltd.