Samantha Smart

Corporate Advice and Transactions

• Advising Perth Airport in relation to its restructure of its holding entities, including advice in relation to governance requirements and drafting of documents to implement the agreed restructure.
• Advising on a number of internal corporate restructures and expansions into Australia, including for Cheil Worldwide (the marketing arm of Samsung), Lithium 1, Beijing Australia, Dig Media, InEight and Ashland Inc.
• Advising the Australian part of a global corporate reorganisation of Ashland Inc., a US Fortune 500 company with operations in over 100 countries. 
• Acting for Clough Limited in its application to the Australian Securities and Investments Commission (ASIC) for reinstatement of the company registration of its subsidiary company.
• Conducting due diligence in relation to the AIM listing of an international resource company.
• Providing ongoing advice to Nippon Uranium Resources Pty Ltd regarding corporate structure and issue of shares in foreign currencies.
• Advising in regard to incorporation of new Australian companies limited by guarantee and companies limited by shares for both private clients and not-for-profit organisations under the Corporations Act, including Leedal Pty Ltd and the Liver Foundation Inc.
• Acting for International Skills and Training Institute in Health Inc and Bicycles for Humanity Inc in regard to their incorporation as associations under the Associations Incorporation Act, applying for charitable collections licences and general compliance issues.
• Advising the International Tennis Federation in regard to directors’ duties and general compliance issues in regard to its Australian subsidiary responsible for the Hopman Cup.
• Acting for Tokyo Gas Australia Pty Ltd in regard to board composition, duties and powers, board reporting and processes and general good governance, including preparation of notices of meeting, minutes of meeting and directors and shareholders’ resolutions.
• Acting for a number of listed and unlisted companies, including Cooper Energy Limited, Ausgold Limited, Marine Services of Western Australia Pty Ltd and Cedar Woods Properties Limited in regard to the development of internal governance policies, including conflict of interest protocols, codes of conduct for directors and senior management, diversity policies and corporate governance manuals.

Mergers and Acquisitions

• Acting for add energy Australasia Pty. Ltd. in its acquisition of Oracle Services Pty Ltd in exchange for cash and shares in add energy’s Norwegian parent company, an acquisition that was complicated by the regulatory restrictions regarding the issue of shares in Norwegian companies.
• Advising an entertainment/events company on the acquisition of a sponsorship agency business in relation to the concert, festival and entertainment ticketing industry currently conducted by Mixitup Enterprises Pty Ltd as trustee for the Mixitup Trust. 
• Acting for US-listed company RPM International Inc. in its acquisition of two related Australian companies, HiChem Paint Technologies Pty Ltd and Paint Centre Pty Ltd (leading manufacturers of automotive aftermarket coatings in Australia), and the purchase of HiChem Paint Technologies' registered office and principal place of business in Victoria.
• Assisting listed company bioMD Limited in its successful off-market scrip-based takeover bid for Perth-based public unlisted company Allied Limited.
• Acting for Saudi Arabian company Mawarid Investments Limited in regard to the preparation and negotiation of documentation for the sale of up to a 51% interest in Mawarid’s gold, copper and base metal exploration assets in Saudi Arabia. Consideration of approximately US$50 million for the acquisition was to be a combination of shares and performance shares and granting to Mawarid of a royalty on future production, but, ultimately, the transaction did not complete.
• Acting as lead lawyer for the acquisition by UK-based firm ASCO Holdings Limited of all of the shares in Northern Territory company Shore Base Pty Ltd, including conducting comprehensive due diligence and preparing and negotiating ongoing service and fuel supply arrangements and other sale documentation.
• Assisted Onsite Rental Group in its AU$70 million acquisition of Statewide Equipment Hire, a company specialising in supplying equipment to the mining, construction and industrial sectors.
• Advising add energy group on its acquisition of Perth-based engineering consultancy Lucid Consultants.
• Assisting in advising Lachlan Star Ltd in relation to its acquisition of DMC Newco Pty Ltd, the owner of the CMD gold mine project in Chile.
• Advising a Russian client in relation to its proposed acquisition of a group of Australian mining and exploration companies.
• Assisting FMG in relation to its acquisition of 100% of the Cloudbreak Power Station and the Christmas Creek Power Station.
• Assisting Monadelphous Group Limited in its acquisition of all shares of KT Pty Ltd, including performing due diligence and preparing sale documentation.
• Assisted Kagara Limited in its acquisition of the Einasleigh Copper Project through a combination share and asset acquisition.
• Assisting Crocodile Gold of Canada in all Australian legal aspects of its AU$51 million acquisition of the Northern Territory and Western Australian gold exploration and production assets of GBS Gold Australia.
• Assisting Canadian Helicopter Group in its NZ$154 million acquisition of helicopter operator Helicopter New Zealand, New Zealand’s largest helicopter operator, from in-receivership South Canterbury Finance.

Mining, Metals and Mineral Processing

• Advising subsidiaries of ITOCHU Corporation and Mitsui & Co. Limited in relation to:
  • Their combined AU$1.5 billion acquisition of a respective 8% and 7% interest in BHP Billiton’s Jimblebar iron ore mine, by way of an incorporated joint venture structure. The transaction included the negotiation of an initial subscription agreement, various governance documents for the management of the joint venture company going forward, including a shareholders’ agreement, a constitution, various finance policies, a management agreement and an ore sales agreement.
  • Their acquisition of an interest in the HWE assets from BHP Billiton Limited, which was relatively complicated and involved an initial subscription agreement, a share sale, three asset sale agreements and a separate property sale agreement.
• Advising NMDC Limited, India's largest iron ore producer, in regard to its Australian subsidiary's farmout of an interest in the Mt Bevan iron ore project in Western Australia to Hancock Magnetite (a subsidiary of Hancock Prospecting).
• Assisting ITOCHU Minerals & Energy of Australia Pty Ltd:
  • In connection with its farm-in to ASX-listed Western Desert Resources Limited's Roper Bar iron ore project in the Northern Territory
  • In legal matters pertaining to its iron ore interests in Western Australia, and conducting due diligence and the preparation and review of sale and purchase documentation for the acquisition of iron ore prospects in Australia and various international projects, including in Chile and Peru
• Advising Tronox Management Pty Ltd in regard to its contractual arrangements for exploration and mine drilling services at its Alto Parana titanium project in Paraguay.
• Assisting AusQuest Limited, a listed exploration company, in the preparation and negotiation of documents for an exploration joint venture with Cliffs Natural Resources Exploration Inc, a US-based iron ore producer. The aim of the joint venture is to identify, explore and evaluate potential iron oxide, copper, gold and other mineral deposits in Southwest Peru.
• Advising FMG in relation to its contracts for the supply and delivery of power plant equipment and technical assistance during installation and commissioning.
• Assisting ASX-listed Royal Resources Limited in its AU$30 million acquisition of the Razorback iron ore project in South Australia.
• Assisting on matters for Alcoa World Alumina Australia, including:
  • Advising on the likely way that corporate groups will be treated under an emissions trading scheme and outlining possible ways to quarantine Alcoa Inc's carbon footprint from the footprint of Alcoa's operations in Australia
  • Preparing a contract administration manual for a major gas transportation agreement relating to the Dampier to Bunbury Natural Gas Pipeline and advising on ongoing administration of the manual
  • Preparing a manual for managing third-party access to, and use of, Alcoa's Mineral Lease 1SA (ML1SA) in Western Australia
  • Advising on the status of roads that are authorised under ML1SA or various state agreements and issues relating to duty of care, occupiers' liability and mines safety legislation arising out of access and activities of firefighters on ML1SA
• Acting for an Australia-based engineering consulting company in the preparation of a report detailing opportunities for investment and participation in mining projects in Africa, including advising on risk assessment and mitigation strategies.
• Assisting in the due diligence and corresponding legal documentation for an iron ore project in Côte d'Ivoire.

Oil and Gas

• Advising Tokyo Gas and Kansai Electric in relation to the negotiations and documentation required for the constructing of Pluto Train 2 and the processing of gas from the Scarborough LNG project through Pluto Train 1.
• Advising a subsidiary of ITOCHU Corporation on the relevant sale and purchase agreement, deed of assignment, consent and release, transfer of title, dealings, consent documentation and forms, and preparation of the relevant stamp duty submission in connection with the transfer of a subsidiary company's interest in an offshore production license, an offshore exploration permit and three pipeline licenses (for federal waters, state waters and state onshore).
• Advising Kansai Electric Power and Tokyo Gas Australia in regard to the Pluto Joint Venture’s sale of the world’s first carbon neutral condensate cargo to Trafigura in March 2021.
• Advising Tokyo Gas in relation to the tie in and third-party access arrangements for the Caldita Barossa field to the Darwin LNG Project, including construction and tie in arrangements, gas transportation agreement and processing services agreement.
• Advising the minority participants in the Ichthys Joint Venture in relation to the project.
• Acting for Invictus Energy Limited in relation to the negotiation of its production sharing contract in Zimbabwe, and the proposed development of significant onshore gas reserves and advising on a farm-in agreement.
• Advising Elixir Petroleum Limited in relation to its proposed hydrogen project in Mongolia.
• Advising Otto Energy Limited:
  • In connection with its acquisition of an equity interest in the Santa Rosa, Argentina licence
  • On its service contracts in the Philippines, including the preparation of joint operating agreements, and the drafting and reviewing of processing agreements
• Advising Santos Limited on its rights and obligations under the Barrow Island lease and corresponding state agreement regarding the Gorgon gas project, including geosequestration and carbon mitigation measures.
• Acting for Baraka Petroleum Limited in potential acquisitions of interests in West Africa and negotiating joint operating agreements and accounting procedures for farmout opportunities in Mali.
• Acting for Nido Petroleum Limited in its service contracts and other assets in the Philippines, including reviewing various technical services agreements, such as well services contracts, advising on the operation of the service contracts and preparing joint operating agreements for awarded service contracts.
• Acting for Tokyo Gas Co. Ltd in the acquisition by an Australian subsidiary of a participating interest in Woodside Energy Ltd’s North West Shelf Pluto gas project, including comprehensive legal due diligence.
• Acting for RATCH-Australia in the project financing for the Kemerton and Townsville gas-fired power stations, including a combination of a hybrid financing structure, existing and new security, a corporate restructure, minority shareholder buyout and a comparatively large lending syndicate and legal due diligence process. This complex transaction included features unique to the Australian market.

Power Generation and Energy Transition

• Acting for TransAlta Corporation in relation to the development of the 150MW South Hedland Power Station, including power purchase agreements with FMG and Horizon Power and all regulatory approvals in relation to building a power station in Western Australia, valued at approximately AU$570 million.
• Acting for Infinite Green Energy Limited in relation to the proposed development of green hydrogen projects in Western Australia.
• Acting for the Australian subsidiary of TransAlta Corporation with regard to its negotiation and entry into an unincorporated joint venture with DBP Development Group (a wholly owned subsidiary of DUET Group). The joint venture has subsequently entered into a development agreement and a gas transportation agreement with FMG to design, construct, own and operate an AU$178 million natural gas pipeline from the Dampier to Bunbury Natural Gas Pipeline to TransAlta’s 125MW dual-fuel power station at FMG’s Solomon Hub.
• Advising Infinite Green Energy Limited in regard to its acquisition of the Northam solar farm.
• Acting for Goldfields Power Pty Ltd (a joint venture company between TransAlta Energy Corporation and Newmont Mining Pty Ltd) in relation to the upgrade of Parkeston Power Station and the supply of electricity to Western Power, including reviewing and preparing a power purchase agreement and access agreement.
• Advising Mitsui E&P Australia Pty. Ltd. on carbon capture and storage projects, including project licencing and land tenure issues.
• Acting for a confidential bidder in respect of the acquisition of an interest in Australian environmental markets investor and project developer GreenCollar, including undertaking due diligence and advising on the Non-Binding Indicative Offer.
• Advising Province Resources Limited in relation to the proposed development of an 8GW green hydrogen project in Western Australia.
• Advising Inter Earth in regard to its proposed PURO credit generating project in Western Australia.