Australian Corporate Capabilities

• Metals Acquisition Corporation – Advising this US-based NYSE listed green-economy metals and mining business on its acquisition of Cobar Management Pty Ltd, the owner and operator of the CSA Copper Mine, from Glencore for US$1.1 billion.
• Thiess – Advised on the sale of 50% of Thiess, the world’s largest mining services provider, from CIMIC Group Limited to Elliott Management for AU$1.5 billion.
• ITOCHU Corporation – Advising on:
  • The incorporation and funding of a special purpose vehicle, IMEA Canada Inc., to acquire an interest in iron ore assets previously owned by ArcelorMittal operations in a deal valued at US$560 million.
  • Its acquisition of an interest in the BHP operated Western Ridge iron ore project
• Sherwin Williams – Advising on the sale of the Wattyl paint business in Australia and New Zealand to Hempel A/S.
• IDOM Inc. – Advising this publicly listed Japanese company on the sale of its Australian automotive operations to a consortium of managers and dealer principals in a management buyout valued north of AU$150 million.
• YGH Australia Investments Pty Ltd (Yansteel) – Advising on its AU$130 million purchase of a 50% interest in an incorporated joint venture company in connection with the Thunderbird Mineral Sands project.
• Go West – Advising on its AU$100 million acquisition by ASX listed SeaLink Travel Group Limited.
• Pine Island Capital Partners – Advising on its acquisition of Meggitt Training Systems Inc., a leading supplier of integrated live fire and simulation weapons training systems for defence forces, law enforcement agencies and commercial shooting range owners.
• Animoca Group – Advising on its acquisitions of video game developer Grease Monkey Games Limited and Be Media Group, addressing “new economy” issues such as cryptocurrency and block chain technology.
• Tamboran Resources Limited – Advising on:
  • Its AU$60 million acquisition of Origin Energy’s 77.5% interest in three exploration permits in the Betaloo Basin through a joint venture entity.
  • Its strategic all-scrip acquisition of a junior explorer, Sweetplea Petroleum, proving Tamboran with a 100% interest in major Beetaloo Basin gas assets.
  • Its institutional placement, convertible note and share purchase plan to raise AU$71 million to accelerate development.
• Sol Group – Advising on their AU$40 million e-commerce sale of Hamper Emporium to ASX listed Maggie Beer in the FMCG sector.

• Thiess – Advising the world’s largest mining services company on its off-market takeover bid for ASX listed mining services company MACA Limited for AU $350 million.
• Caledonia – Advising this global investment manager on its sale of an AU$600 million pre-bid stake in ASX listed Challenger Limited to a consortium of Apollo Global Management and Athene Life Re Ltd.
• Century Australia Investments Limited – Advising their independent directors on the AU$85 million scrip acquisition by ASX-listed WAM Leaders Limited by way of a scheme of arrangement.*

* Experience gained prior to joining the firm

• Tamboran Resources Limited – Advising this ASX listed gas exploration company with a market capitalisation of AU$266 million on:
  • One of the largest successful capital raises ever undertaken by a junior gas explorer in Australia in connection with its purchase of Origin Energy’s Beetaloo Basin assets. The transaction involved raising approximately AU$195 million through a two-tranche private placement to strategic partners and US cornerstone investors and a share purchase plan.
  • Its AU$65 million IPO and listing on ASX.
  • Its AU$23 million pre-IPO raise and a recent AU$35 million private placement to renowned Texan businessman Bryan Sheffield and existing institutional investors.
• Singular Health Group – Advising this medical software developer on its IPO and listing on the ASX with an indicative market capitalisation of approximately AU$40 million, which subsequently increased to AU$60 million based on market interest.
• identitii Limited – Advising this fintech company on its IPO and listing on ASX with a market capitalisation of approximately AU$41 million.
• Ausgold Limited – Advising on two tranches of capital raises, including a placement of securities to institutional and sophisticated investors, raising AU$27.85 million.
• Janison Education Group Limited – Advising this ASX listed global education technology pioneer on its AU$15 million non-underwritten placement to sophisticated, professional and institutional investors.
• AHP Group Limited – Advising this health and lifestyle product manufacturer on its listing on the Sydney Stock Exchange.
• Blue Ocean Equities – Advising on its role as lead manager and underwriter of multiple pre-IPO capital raisings.
• Sezzle Inc. – Acting for ASX-listed company in relation to its AU$86.3 million capital raising by way of a fully underwritten institutional placement and security purchase plan.
• Bell Potter Securities Limited – Advising in its role as lead manager and underwriter for Straker Translations Limited on its AU$80 million initial public offering and listing on ASX.*

* Experience gained prior to joining the firm

• Morse Micro – Advising on its:
  • AU$170 million Series B funding round, led by Japanese chip design and manufacturing giant MegaChips Corporation and attracting investment from Blackbird Ventures, Main Sequence Ventures, Skip Capital, Clean Energy Finance Corporation, Uniseed, SpringCapital, and Malcolm and Lucy Turnbull, among others.
  • Series A investment to raise AU$23.8 million from over 23 investors from Australia and the US.
  • Series Seed to raise AU$4.5 million lead by Main Sequence Ventures (the manager of CSIRO Innovation Fund CSIRO Innovation Fund 1, LP and CSIRO Innovation Follow-on Fund.
• Harrison.ai – Advising on its AU$29 million maiden Series A capital raise, led by Blackbird Ventures and joined by Horizons Ventures, Skip Capital, Ramsay Health Care and Founders Fund.
• AmazingCo Pty Ltd – Advised this Melbourne-founded experiences platform on its convertible note financing from multiple venture capital funds and high-net-worth individuals.
• Swarmfarm Robotics Pty Ltd – Advised on:
  • It’s AU$12 million Series A financing from a number of third party investors inculding Candian agtech fund Emmertech, Tribe Global Ventures, Access Capital, Tenacous Ventures and GrainInnovate
  • It’s Series A-1 financing from a number of third party investors inclduing the Queensland Business Development Fund and venture firms Tenancious Ventures and Artesian.
• Signostics Inc. – Advised this medical device company on its Series A investment round with global investment firm KKR to raise US$35 million.
• Digital technology start-up – Advising on its Series Seed funding round, led by Blackbird Ventures and Square Peg Capital. The funding round also involved conversion of previously issued Simple Agreements for Future Equity (SAFEs) into Series Seed Preference Shares.

• Controlled Thermal Resources Limited – Advising this unlisted public Australian entity on the re-domiciliation of its corporate group to the US to position the company in the US in anticipation of its upcoming IPO on the NASDAQ.
• Global commodities trading house – Advising on its European exit and corporate reorganisation, including operational and trading aspects as the company relocated to Singapore. This included advising on its fund establishment and trading platform.
• Independent power producer – Advising in relation to a corporate restructure of its Australian subsidiaries in advance of a significant refinancing of its existing corporate debt facility, including structuring advice, foreign investment approval and liaising with FIRB, and drafting of transaction documents.
• Pioneer Limited – Advising this ASX-listed lithium and boron mining company on various capital management initiatives and corporate governance matters.
• Agriculture fund – Advising on the establishment of a AU$200 million fund in the cattle industry, including advising on the public trading trust structure.
• Indian Ocean Capital, Lateral Capital and others – Advising on the establishment and structure of funds, advising on trust structure and investment management service agreements, and preparation of information memorandums.
• Various entities including foreign sovereign funds – Advising on foreign investment review board issues when dealing with the Commonwealth Treasury Department.

Shareholder Disputes

• Major shareholder of a financial services company – Acting in a number of proceedings commenced in the Australian Takeovers Panel in relation to the affairs of the company in the context of receiving multiple competing takeover bids. The proceedings involved a range of takeovers law issues, including allegations of association between shareholders, the panel’s action policy, adequacy of bid funding arrangements, bid conditions in respect of prescribed occurrences, and various alleged breaches of the Corporations Act.
• Managing director and shareholder of a listed company – Acting for this client whose employment was terminated due to a dispute with other directors, including in relation to the resulting shareholder dispute that involved one of the directors launching a takeover offer.