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Mining sector update - April 2014

Corrs Chambers Westgarth

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Australia April 7 2014

MINING 

SECTOR UPDATE

WWW.CORRS.COM.AU

CORRS

AUSTRALIAN

APRIL 2014

Insights and trends for 

the leading edge of 

the mining industry

10786710

Introduction

Recent announcements

Welcome to the April 2014 edition of the Australian 

Mining Sector Update, a monthly publication 

prepared by Corrs Chambers Westgarth for clients 

and contacts who are interested 

in the Australian mining industry.

This publication brings together a brief summary 

of information on recently completed deals, market 

rumours, potential opportunities and relevant 

regulatory updates. 

Holdings Limited.  Following a two-for-one share 

consolidation, Ascot will issue 88 million fully paid 

ordinary shares to Ochre as consideration, and pay a 

maximum of A$2 million in cash to Ochre on completion.  

A further A$29.75 million is payable five years from 

completion and a 1% gross revenue royalty in favour of 

Ochre will commence one year after the first iron ore 

shipment.  Ascot will also assume Ochre’s obligation 

to Talisman Mining Limited to pay a 1% gross revenue 

royalty from first shipment. 

Amongst other things, the transaction is conditional 

on Ascot raising at least A$10 million in new equity at 

an issue price of A$0.25 per share.  Ascot has received 

subscription commitments (conditional on completion 

occurring by 30 June 2014) from sophisticated investors 

for a total of A$9.7 million at the prescribed issue price.  

Ascot’s largest shareholder, Resource Capital Fund V L.P.

has also indicated that it will make a further A$5 million 

investment by subscribing for new shares at A$0.25 subject 

to completion and its own due diligence of the Project.  

As part of the deal, Ochre has nominated Executive 

Chairman, Nathan Featherby, and Non-executive 

Director, McAndrew Rudisill, to the Ascot Board. 

Further to our reporting in the January, February and 

March 2014 editions of the Australian Mining Sector 

Update, Roy Hill Holdings recently announced that it 

has signed the senior finance documentation for US$7.2 

billion to complete the funding package for the US$10 

billion Roy Hill iron ore mining project located in Western 

Australia’s Pilbara region.  The long term debt package 

is comprised of loans and guarantees from five Export 

Credit Agencies and a consortium of 19 commercial 

banks from Australia, Japan, Europe, China, Korea and 

Singapore.  Roy Hill CEO Barry Fitzgerald was advised 

that this is the largest ever project financing for the 

development of a land-based mining project worldwide.  

On 27 March 2014, MetroCoal Limited (an ASX-listed 

company focused on thermal coal projects in southeast Queensland’s Surat Basin) announced that it had 

substantially increased its shareholding in Cape Alumina 

Limited from 6.87% to 46.04% through the acquisition 

of over 95 million shares from Resource Capital Fund

(RCF).  The shares were purchased at A$0.06 each under 

the terms of the unconditional on-market cash offer 

made by MetroCoal to Cape Alumina on 18 March 2014.  

RCF reportedly identified the Queensland Government’s 

ban on mining on the Steve Irwin Wildlife Reserve and 

the resulting uncertainty surrounding Cape Alumina’s 

flagship bauxite project at Pisolite Hills as a key factor 

in its decision to sell its interest to MetroCoal.  

On 18 March 2014, ASX-listed Ascot Resources Ltd

announced that it has executed a binding agreement 

to acquire the Wonmunna Iron Ore Project, located in 

Western Australia’s Pilbara region, from Ochre Group PAGE 2

APRIL 2014

Market rumours and opportunities

On 26 March 2014, Yancoal Australia Ltd, an ASX-listed 

company with thermal and metallurgical coal mines in 

New South Wales and Queensland, announced that it had 

successfully arranged a US$300 million long term loan 

facility from its largest shareholder, Yanzhou Coal Mining 

Company Limited.  The first US$100 million tranche has 

a term of six years (with principal to be repaid in full at 

maturity) and is provided on an unsecured basis with no 

covenants.  The interest and repayment timing for the next 

tranches will be agreed at a future time.  The purpose of 

the US$300 million loan facility is to fund working capital 

and capital expenditure.  The loan comes in the wake of 

Yanzhou’s recent decision not to proceed with its indicative 

non-binding proposal to privatise Yancoal, as first 

announced in July last year.  A recent Hong Kong media 

report said that Yanzhou, which currently holds a 78% 

interest in Yancoal, may reconsider the offer to take 100% 

control of Yancoal when conditions are more favourable.

On 25 March 2014, ASX-listed coal miner New Hope 

Corporation Limited announced that it has A$1.1 

billion cash and cash equivalents at hand providing it 

with the “capacity to pursue any attractive acquisition 

opportunities in coal, oil and gas that may be presented 

by the current economic climate”.  New Hope’s primary 

operations occur at its open-cut New Acland and 

Jeebropilly mines, and the company also has a suite of 

other mining, exploration, development and infrastructure 

projects in Queensland.  New CEO Shane Stephan 

reportedly said that, despite the slump in profits from 

the previous year, New Hope’s first half net profit of 

A$22.7 million was a good result given the challenging 

market conditions.  Stephan also dismissed depressed 

coal prices as cyclical and certain to rise.  

The Australian Financial Review reported that there 

would be no quick improvement in New Hope earnings, 

but that the miner’s A$1.1 billion cash reserves give it 

“plenty of firepower to withstand the downturn” and the 

ability to “make selective acquisitions if opportunities 

emerged.”  Confirming that New Hope will probably try 

to take advantage of the coal price slump by focusing on 

acquisitions rather than developing the projects already 

on its books, The West Australian reported that Stephan 

expects continuing low coal prices will inevitably mean 

there are “better priced opportunities available”. 

Carpentaria Exploration’s CFO, Chris Powell, has 

reportedly said that the company would like to find a 

joint venture partner to contribute A$25 million to bring 

the bankable feasibility study of its Hawsons Iron Project 

to completion as soon as possible.  On 26 March 2014, 

Carpentaria announced a maiden Indicated Resource 

of 215 Mt for the magnetite asset which is located near 

Broken Hill in New South Wales.  This brings the total 

Resource tonnage of the Project to 1.77 Bt at a mass 

recovery of 14.9%.  Powell reportedly told Mergermarket

that the company has looked at a number of options to 

advance the Project.

On 19 March 2014, ASX-listed iron ore miner Gindalbie 

Metals Limited advised that its joint venture partner and 

China’s second largest steel maker, Ansteel, exercised 

its right to convert two shareholder loans worth US$60 

million to new shares in Karara Mining Limited (KML), 

raising Ansteel’s ownership interest in the Karara 

magnetite operation from 50% to 52.16%.  Ansteel 

reportedly has the right to subscribe for additional equity 

in KML to repay A$230 million in further bank debt and 

pre-sales agreements.  If it exercises the debt-to-equity 

conversions, Ansteel’s stake in KML would increase to 

62%.  A recent Mergermarket report suggests that Ansteel 

is considering a buy out of Gindalbie’s entire interest in 

KML.  Although Gindalbie’s recently released half year 

report showed it owes Ansteel almost A$430 million as at 

31 December 2013, the Mergermarket source said Ansteel 

is not contemplating a full corporate takeover of Gindalbie.  

According to Jim Beyer, CEO of Perth-based miner Mount 

Gibson Iron, the company could form a joint venture 

with Chinese State-owned Shougang Group if it finds an 

acquisition target too large to proceed alone, though a 

source at Shougang would not confirm whether it would 

pursue such an arrangement.  Beyer reportedly said 

Mount Gibson was primarily seeking targets nearby to its 

existing Tallering Peak and Extension Hill operations in 

Western Australia to maximise infrastructure synergies.  

Mount Gibson is also said to be assessing targets in the 

rest of Western Australia as well as Victoria, Queensland, 

South Australia and the Northern Territory, and may 

even assess other commodities like coking coal at a 

later date to diversify the risk profile of its asset base.  

For the moment, Mount Gibson’s focus remains on iron PAGE 3

APRIL 2014

ore, and with minimal debt, a strong operating cash 

flow, a reported market capitalisation of A$911 million, 

and a “war chest of A$484 million”, Beyer implied that 

the company could pursue “huge” deals, though did not 

disclose a particular value.  

Mergermarket has reported that ASX-listed iron ore 

company, Atlas Iron, may seek to form a consortium 

comprising Process Minerals International and 

Consolidated Minerals (who, along with Atlas, are the 

primary users) to buy Utah Point if the Western Australian 

Government seeks to privatise this bulk export facility.  

Unnamed bankers in the sector have predicted that Atlas 

will look at defensively acquiring a majority stake in Utah 

Point to mitigate the risk that a new owner will raise 

prices to the detriment of Atlas’ major export assets in 

the Pilbara.  The Utah Point bulk export facility is likely 

to be the first Western Australian asset to be privatised 

by the State Government, with an estimated value of up 

to A$500 million and with the potential to attract interest 

from pension funds and commodity traders.  

The Daily Mail reported that Rio Tinto is working on a 

US$8 per share cash offer for the remaining 49.2% stake 

in Turquoise Hill Resources (Rio holds an existing 50.8% 

interest in the listed Canadian miner).  The report suggests 

that the transaction could be agreed within weeks.  

The Business Standard has reported that Adani may 

divest 50% of its stake in the Carmichael thermal coal 

project.  Adani was reportedly in negotiations with China 

Rail Corporation and another Chinese company but 

no deal has been finalised. 

Murilo Ferreira, CEO of Vale, the world’s largest iron ore 

miner, is reportedly considering selling its less profitable 

assets in 2014 to reduce costs.  Assets potentially up for sale 

reportedly include Vale’s coal mining projects in Australia.  

Regulatory updates

REGIONAL PLANNING INTERESTS ACT 

2014 (QLD)

The Queensland Government passed the Regional 

Planning Interests Act 2014 on 20 March 2014.  The new 

Act seeks to resolve potential conflicts which may arise 

from the interaction of competing land users like farmers 

and mining companies.  The Act aims to strike a balance 

between protecting priority land and delivering economic 

prosperity to the region.  Under the Act, a resource 

or other regulated activity can only occur in areas of 

“regional interest” (being Priority Agricultural Areas, 

Priority Living Areas, Strategic Environmental Areas 

or Strategic Cropping Areas) if the proponents reach 

agreement with the landholder, or if a Regional Interest 

Development Approval is granted.  Deputy Premier and 

State Development, Infrastructure and Planning Minister, 

Jeff Seeney, said that the assessment process under this 

Act will not stop resource developments, but “restores the 

balance of power between rural producers and resource 

companies when new mining or gas developments are 

proposed, and offers greater incentives for resource 

companies to reach mutually beneficial agreements 

with landholders.”  He said this legislation provides 

“an opportunity for farmers and resource companies to 

be responsible for determining how these two critical 

industries might coexist at a property and regional level.”  

A copy of the Act can be found here.  A link to the Corrs 

Thinking Piece discussing what the Act means for 

resources projects can be found here. 

WA RESOURCES WORTH RECORD VALUE 

IN 2013 BUT MUST FOCUS ON RESEARCH

The value of Western Australia’s minerals and petroleum 

sector reached a record A$113.8 billion in 2013, despite 

a significant drop in exploration expenditure in the State.  

Western Australia’s Minister for Mines and Petroleum, Bill 

Marmion, said it was a good outcome, particularly given soft 

commodity prices and the strength of the Australian dollar 

in the first half of 2013.  Iron ore continues to be the State’s 

most valuable export, contributing A$68 billion, or 76% of 

the mineral sector’s total sales.  Marmion reportedly said 

that “strong demand from China meant the iron ore sector 

achieved a record 556 million tonnes in exports [in 2013], 

an increase of 16% over the previous calendar year.”  

Perhaps in response to the concerning 17.1% or A$38 

million reduction in spending on iron ore exploration 

in 2013, the Minerals Research Institute of Western 

Australia, which began operation in February this 

Other newsPAGE 4

APRIL 2014

year, has plans to fund A$2.6 million over three years 

to “unravel the technical challenges of exploring in the 

complex geology of the State.”  The Institute has State 

backing, with the Government providing an additional 

A$7.5 million in funding to support the new group’s 

research.  Marmion reportedly explained that “the 

Government needs to facilitate investment in minerals 

research to ensure the State’s mining operations are 

competitive with operations in lower-cost jurisdictions,” 

saying that “Western Australia was recently ranked 

number one in the world for investment attractiveness 

by the Fraser Institute, but we must continue to work 

on ensuring we remain number one.”  

RIO’S EXPANSIONS APPROVED

In more good news for Western Australia’s iron ore industry, 

the State Government has approved A$880 million worth 

of expansions by Rio Tinto, including plans to increase 

production at its West Angelas mine in the Pilbara by 

20%.  The West Angelas expansion is expected to boost 

production from 29 Mtpa to 35 Mtpa, create 290 jobs 

during construction, and increase the ongoing operations 

workforce by 200, to a total of 1300.  It is anticipated that this 

development will extend the mine’s life by around 13 years. 

Rio’s expansion plans also include an expected A$200 

million investment at its Western Turner Syncline mine, 

also in the Pilbara.  This expenditure is aimed at raising 

production from 25 Mtpa to 30 Mtpa, creating around 240 

construction jobs and an expected 30 permanent positions. 

RESOURCESQ PARTNERSHIP GROUP 

ANNOUNCED

Six resource industry experts have been selected to work 

with the Queensland Government to help drive growth 

and jobs in the sector over the next three decades as 

part of the ResourcesQ initiative which is designed to 

provide strategic advice and recommendations to the 

resources sector.  Minister for Natural Resources and 

Mines, Andrew Cripps, said the group “will play a key 

role in ensuring broad industry consultation guides our 

strategic direction and ... addresses industry challenges.”  

The ResourcesQ forum will be chaired by Steve de 

Kruijff, former COO of Xstrata’s North Queensland 

Copper Division and former Queensland Resources 

Council President.  The other group members are Dr 

Laurie Hammond, Chair of CRC Mining, Theo Psaros, 

leading transport infrastructure consultant and former 

COO of MetroCoal, Brendan Ostwald, CEO of mining 

services company Ostwald Bros Pty Ltd, Gavin Becker, 

former CEO of Metallica Minerals, and Dr Julie Beeby, 

Queensland Resource Industry Ambassador and former 

CEO of WestSide Corporation Limited. 

COAL PRODUCERS GRANTED INTERIM 

AUTHORISATION FOR COLLECTIVE 

NEGOTIATIONS

Further to our report in the March 2014 edition of the 

Australian Mining Sector Update, the ACCC has issued a 

draft decision proposing to grant authorisation to a group 

of Queensland coal producers, known as the RG Tanna 

Coal Export Terminal Producers, to collectively negotiate 

with Gladstone Ports Corporation (GPC) in relation to 

the terms and conditions of new coal handling and port 

services agreements at Gladstone Port in Queensland.  

Authorisation would provide the RG Tanna Coal Export 

Terminal Producers with statutory protection from court 

action for conduct that might otherwise raise concerns 

under the competition provisions in the Competition 

and Consumer Act 2010 (Cth).  The ACCC is entitled to 

grant authorisation if it is satisfied that the public benefit 

from the conduct outweighs any public detriment.  The 

companies involved are Anglo American, BHP Billiton 

Mitsubishi Alliance, Cockatoo Coal, Glencore Coal 

Investments, Idemitsu Australia Resources, Jellinbah 

Resources, Rio Tinto, Sojitz, Wesfarmers Resources

and Yancoal Australia.  

Interim authorisation was granted on 6 February 2014 

and allows the applicants to immediately commence 

collective negotiations in respect of terminal and channel 

infrastructure while the ACCC assesses the application, 

provided the applicants do not give effect to any such 

agreement unless and until final authorisation is granted.  

The ACCC is seeking submissions from interested parties 

in relation to its draft determination before making a final 

decision.  Further information on the draft determination 

is available here.APRIL 2014

The contents of this document are provided solely for information purposes.

This document has been compiled using publicly available information from sources including newspapers, the websites of 

companies listed in this document and other publicly disclosed documents prepared by those companies.  In some instances, 

references to the source documents relied upon in preparing this document have been provided in the footnotes.  Although we have 

taken care in compiling this document, we do not in any way warrant that the information contained in this document is accurate, 

complete or correct and do not assume any responsibility or liability for that information.  We do not make any recommendation that 

you should invest in any of the companies listed in this document.  If any person intends to invest in one or more of the companies 

referred to in this document, they should first undertake, among other things, financial, tax, technical, engineering, geological and 

legal due diligence on the company or project (and the company’s or project’s assets) before making that investment.

QUEENSLAND GOVERNMENT PUTS 

AURUKUN ON ICE

The Queensland Government has suspended the 650 Mt 

Aurukun bauxite project after deciding that development 

proposals submitted in September last year by Australian 

Indigenous Resources and Glencore International provided 

insufficient benefit to local groups in the western Cape York 

region, and the timeframes for delivery of those benefits 

were too long.  Deputy Premier and State Development, 

Infrastructure and Planning Minister, Jeff Seeney, said that 

the Government was determined to avoid the mistakes of 

the past, where companies were granted rights, but were 

later unable to uphold their obligations to the community.  

Seeney said the Government remains interested in 

developing the Aurukun resource for the benefit of the 

local community and all Queenslanders, and will revisit the 

Aurukun development at a later date.  “Our door remains 

open to proposals which would develop these resources in 

a timely fashion,” he said, confirming that the State remains 

receptive to “other resource development in the Cape that 

[has] the potential to deliver economic benefits.” 

AUSTRALIA-KOREA FTA REFERRED 

TO SENATE INQUIRY

Further to our story in the March 2014 edition of the 

Australian Mining Sector Update, the Senate recently 

voted to refer the free trade agreement between Australia 

and South Korea (KAFTA) to the Foreign Affairs, Defence 

and Trade References Committee for closer inspection.  

The free trade agreement reached between Australia and 

Korea in December 2013 would see tariffs reduced on a 

range of Australian agricultural export commodities and 

would provide an estimated boost to Australia’s economy 

of around A$653 million by 2030. 

According to ABC Rural, Labor’s trade spokeswoman, 

Senator Penny Wong, said that referring KAFTA to a 

Senate inquiry is necessary because “people have raised 

some concerns about whether the market access for a 

number of agricultural industries is as good as it could 

be”, but that Labor understands “how important [KAFTA] 

is ... particularly for our beef producers.”  The full text of 

the KAFTA is available here. 

AUSTRALIA-MONGOLIA MINING INDUSTRY 

CO-OPERATION  

On 18 March 2014, Minister for Foreign Affairs, Julie 

Bishop, along with her Mongolian counterpart, 

Luvsanvandan Bold, announced a five year, A$20 million 

program to support sustainable development of the 

resources sector in Mongolia.  The Australia-Mongolia 

Extractives Program will utilise Australian expertise in 

Mongolia to help ensure benefits of the mining industry are 

spread across Mongolia’s entire population by improving 

industry governance, opening the Mongolian economy to 

international investment and development opportunities, 

and helping disadvantaged Mongolian communities to gain 

access to technical and vocational training.  This initiative 

is additional to the Federal Government’s existing A$5 

million partnership with the World Bank which aims to 

strengthen management of groundwater resources in 

Mongolia’s southern Gobi region.PAGE 6

APRIL 2014

BRISBANE MELBOURNE

SYDNEY

PERTH

BRUCE ADKINS

Partner, Brisbane

Tel +61 7 3228 9431

Mob +61 418 874 241

[email protected] 

CLARE CORKE

Partner, Melbourne

Tel +61 3 9672 3255

Mob +61 405 275 045

[email protected]

ANDREW CHEW

Partner, Sydney

Tel +61 2 9210 6607

Mob +61 407 453 443

[email protected]

JOHN KELLY

Partner, Brisbane

Tel +61 7 3228 9368

Mob +61 417 757 153

[email protected]

LIMING HUANG

Special Counsel, Melbourne

Tel +61 3 9672 3132

Mob +61 450 679 477

[email protected]

ANDREW LUMSDEN

Partner, Sydney

Tel +61 2 9210 6385

Mob +61 418 110 665

[email protected]

MICHAEL MACGINLEY

Partner, Brisbane

Tel +61 7 3228 9391

Mob +61 417 621 910

[email protected]

PETER JAROSEK

Partner, Perth

Tel +61 8 9460 1804

Mob +61 420 856 281

[email protected]

LINDA HUAN 

Senior Associate, Melbourne

Tel +61 3 9672 3415

Mob +61 410 625 786

[email protected] 

LIZZIE KNIGHT

Partner, Sydney

Tel +61 2 9210 6437

Mob +61 402 793 072

[email protected]

SHAUN McGUSHIN

Partner, Sydney

Tel +61 2 9210 6915

Mob +61 414 225 340

[email protected]

JAMES MINCHINTON 

Partner, Brisbane

Tel +61 7 3228 9333

Mob +61 420 907 478

[email protected]

RUSSELL PHILIP

Partner, Perth

Tel +61 8 9460 1673

Mob +61 400 299 098

[email protected]

JEREMY HORWOOD

Partner, Brisbane

Tel +61 7 3228 9790

Mob +61 422 150 625

[email protected]

ROBERT FRANKLYN

Partner, Perth

Tel +61 8 9460 1706

Mob +61 409 787 224

[email protected]

DAVID BECKETT

Partner, Brisbane

Tel +61 7 3228 9318

Mob +61 423 822 647

[email protected]

TIGHE WHELAN

Partner, Perth

Tel +61 8 9460 1653

Mob +61 411 475 766

[email protected]

STEPHANIE DAVESON

Partner, Brisbane

Tel +61 7 3228 9493

Mob +61 438 787 402

[email protected]

JONATHAN FARRER 

Partner, Melbourne

Tel +61 3 9672 3383

Mob +61 414 235 063

[email protected]

Corrs Chambers Westgarth - Michael MacGinley and Jeremy Horwood

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