Australia: Mining Sector Update: May 2013 Edition


Welcome to the May 2013 edition of the Australian Mining Sector Update, a monthly publication prepared by Corrs Chambers Westgarth for clients who are interested in the Australian mining industry.

This publication brings together a brief summary of information on recently completed deals, market rumours and potential opportunities, and relevant regulatory updates.

Recent Announcements

Further to our story in the December 2012 edition of the Australian Resources Sector Update, ASX-listed Endocoal announced on 26 April 2013 that its Scheme Implementation Arrangement with China's U&D Mining became legally effective when it was lodged with ASIC on 22 April 2013. Under the Scheme Implementation Arrangement, U&D Mining will acquire all of the issued shares in Endocoal for A$0.38 per share. Shareholders will be paid on the Scheme Implementation Date of 7 May 2013.

On 27 March 2013, ASX-listed iron ore miner Carpentaria Exploration announced that it has signed a conditional binding Term Sheet with Pure Metals. Under the agreement, Carpentaria Exploration and Pure Metals will form a new joint venture to progress development of New South Wales' biggest magnetite iron ore project, Hawsons Iron Project near Broken Hill. Pure Metals will contribute A$5 million towards the Bankable Feasibility Study for the Hawson Project, as well as compensating Carpentaria Exploration A$3.8 million for its past expenditure on the Hawson Project. It is proposed that the joint venture will be created through Pure Metals' acquisition of Bonython Metals Group's (BMG) (in liquidation) 40% interest in the Hawson Project, while Carpentaria Exploration will retain the other 60% interest. Under the agreement, Carpentaria Exploration will also surrender its pre-emptive right to obtain BMG's interest in the Hawson Project in favour of Pure Metals' acquisition.

ASX-listed explorer Mindax announced on 26 March 2013 that it anticipates entering into a strategic partnership with Hong Kong's Perpetual Mining Holding Limited (PMHL) for its Mt Forrest Iron Project near Kalgoorlie in Western Australia. Under the non-binding memorandum of understanding signed by the companies, PMHL will acquire up to a 51% interest in the Mt Forrest Project's direct shipping ore rights, as well as up to a 49% interest in the Mt Forrest Project's magnetite rights. PMHL's potential acquisitions will be structured by way of a farm-in valued at approximately A$52 million. Mindax has granted PMHL exclusive rights to carry out due diligence in order to determine whether to advance towards a binding joint venture agreement. The parties anticipate that the due diligence process will take approximately two months.

On 25 March 2013, ASX-listed iron ore miner Ferrowest announced that it has executed a Sale and Purchase Agreement to acquire up to a 60% interest in the Yalyirimbi Iron Ore Project in the Northern Territory from Ngalia Resources. The acquisition is on an "earn-in" basis, requiring a total of A$2 million to be spent (of which Ngalia Resources has already spent approximately A$1.4 million) on exploration and establishing a JORC Indicated Resource estimate. The Yalyirimbi Project will be developed via an unincorporated joint venture with Arafura Resources Limited, who owns the remaining 40% interest.

Following a successful initial public offering and raising of A$20 million, Malabar Coal, an Australian coal development company, was admitted to the Australian Securities Exchange on 26 March 2013, with its official listing commencing on 28 March 2013. Malabar Coal's leading project is the proposed Spur Hill Underground Coal Project located in New South Wales' Upper Hunter Valley area. Malabar Coal currently holds a 27.7% interest in the Spur Hill Project, with the right to increase that to an 80% interest. The market capitalisation of Malabar Coal is A$85 million.

Market Rumours and Opportunities

Further to our story in the April 2013 edition of the Australian Mining Sector Update, ASX-listed iron ore miner Sundance Resources has terminated China's Hanlong (Africa) Mining Investment's takeover agreement after Hanlong failed to meet a funding condition by the required 26 March 2013 deadline. The Australian has reported that, following a short good faith consultation period entered into by both companies, Hanlong confirmed it was unlikely to meet further required conditions to allow the A$1.3 billion takeover to progress. The deal's collapse means that China's National Development and Reform Commission's provisional approval granting Hanlong "bidder exclusivity" in Sundance's Mbalam-Nabeba Project in Africa is removed. Accordingly, it has been reported that there is increased interest from other Chinese parties in Sundance. The Australian Financial Review has reported that, before Hanlong's offer, Sundance was in discussions with Wuhan Iron and Steel and that Sundance will likely search for a new Chinese buyer. Sundance lifted its voluntary trading halt on 9 April 2013, which had been in place since 19 March 2013.

The Australian has reported that a sale of Nathan Tinkler's 19.4% share in ASX-listed Whitehaven Coal valued at A$410 million is reportedly being considered by Noonday Asset Management. Reportedly, Tinkler has A$700 million worth of debt secured against his interest in Whitehaven Coal, the majority of which is owed to Noonday. A share buyback or rights issue to reduce Tinkler's interest have also been reported as possible avenues which Noonday may pursue. Paul Flynn, Whitehaven Coal's CEO, has reportedly commented that the company does not intend to interfere in Tinkler's affairs as it is a private tussle between a borrower and a lender. The Australian Financial Review has reported that Tinkler is keen to keep hold of his interest in Whitehaven Coal and has reportedly employed UBS to assist in his attempt to take Whitehaven Coal private. Despite the fact that Whitehaven Coal's current share price is A$1.91, down from the A$5.20 share price last August when Tinkler attempted a takeover, his recent financial struggles may prove obstructive to any rumoured new offer.

The Australian Financial Review has reported that the Gregory Crinum coking coal mine owned by BHP Billiton Mitsubishi Alliance has attracted interest from Xstrata. The current sale process for the Gregory Crinum mine has received considerable attention. Bids for the sale, which is reportedly being managed by UBS, were said to be due before the end of April 2013. It is unclear whether the recent management shuffle at BHP Billiton will delay the sale process.

Further to our story in the April 2013 edition of the Australian Mining Sector Update, Mergermarket has reported that Coal India, an Indian state-run coal mining company, is considering three proposals regarding potential coal mine acquisitions in Australia. Among these offers is reportedly a proposal from ASX-listed Rio Tinto's merchant bankers. Rio Tinto's Australian coal assets include the Clermont, Kestrel, Blair Athol and Hail Creek mines in Queensland, as well as Coal & Allied in New South Wales. The Australian Financial Review has reported that Rio Tinto has hired Deutsche Bank to sell its 50.1% interest in the Clermont mine. Coal India is also seeking coal assets in other countries and Coal India chairman, S Narsing Rao, has reportedly stated that at least one acquisition deal should be completed by the end of March 2014.

In other Rio Tinto news, Rio Tinto continues the sale of its 58.7% interest in Iron Ore Co. of Canada (IOC). Recent reports suggest that Rio Tinto could ask for up to US$4.1 billion for the majority interest in IOC. Canada's National Post has reported that Teck Resources is unlikely to proceed with a bid for the IOC interest as US$3.7 billion is reportedly the highest bid Teck Resources is willing to offer.

Mergermarket has reported that ASX-listed iron ore and coal exploration and development company WPG Resources is in discussions with an Asian iron ore end-user concerning its Giffen Well Project in South Australia and a possible offtake agreement. After having completed a A$3 million pre-feasibility study, WPG is reportedly seeking a partner to contribute towards feasibility studies. The Giffen Well Project has an estimated capital cost of A$1.6 billion and is anticipated to produce 13Mtpa of iron ore from 2017. WPG also owns Penryth black coal mine which is located close to the Giffen Well Project. WPG plans to supply energy to the Giffen Well Project by connecting the Giffen Well Project to the Penryth mine and constructing a small coal power station. Under a farm-in agreement with Mason Australia, WPG holds a right to acquire an 82% interest in the Giffen Well Project which it is reportedly currently exercising, with the intention to ultimately own the entire Giffen Well Project.

The West Australian has reported that Gina Rinehart is considering a sell-down of part of her 70% interest in the Roy Hill Iron Ore Project located in the Pilbara region of Western Australia. It has been reported that Rinehart is unlikely to decrease her interest to anything less than 60% and that such a sale could be worth approximately A$1.2 billion. Reportedly, Rinehart is still seeking debt funding for the Roy Hill Project which Roy Hill CEO, Barry Fitzgerald, anticipates should be confirmed by the end of 2013. The Roy Hill Project is reported to be valued at approximately A$10 billion.

In other Roy Hill Project news, Samsung C&T, a listed South Korean constructor, announced on 28 March 2013 that it has won a contract to build infrastructure for the Roy Hill Project worth approximately A$5.59 billion. Samsung C&T will reportedly commence construction on 2 April 2013 of the plants, railroads and harbour infrastructure required to export iron ore from the Roy Hill Project. Completion of construction is anticipated for November 2015.

The Australian has reported that ASX-listed iron ore miner BC Iron plans to explore M&A opportunities in the aim of doubling its current value. Morgan Ball, BC Iron's incoming managing director, has reportedly stated that the company intends to become a billion dollar company and that, in order to grow its value, BC Iron will need to pursue M&A opportunities and target new projects that complement its existing Nullagine mine in the Pilbara region of Western Australia. While targets in Australia will initially be sought, BC Iron may reportedly look overseas for additional opportunities.

The Australian Financial Review has reported that Chinese steel company Hunan Valin Group may sell its interest in ASX-listed Fortescue Metals. Reportedly, Hunan Valin is tackling cash flow issues resulting from decreases in demand and increases in inventories and such a sale could provide a needed boost in cash for the company. Fortescue Metals has a market capitalisation of A$12.1 billion.

In other Fortescue Metals news and further to our story in the April 2013 edition of the Australian Mining Sector Update, three buyers have reportedly been shortlisted for the acquisition of a minority interest in Fortescue Metal's rail and port infrastructure assets valued at approximately US$3 billion. The Australian Financial Review has reported that the interested parties include Singapore investment group Temasek, Hong Kong-based commodities trader Noble Group and Canada Pension Plan Investment Board. Fortescue Metals is reportedly seeking to sell between 30% and 40% of its port and rail assets but such a sale will not include any operating rights. Stephen Pearce, Fortescue Metal's chief financial officer, has reportedly stated that the company is not considering any further divestments although it has recently received several offers for non-infrastructure assets. Nev Power, Fortescue Metal's chief executive, has reportedly stated that a sale is anticipated to be completed by the end of June 2013. The Australian Financial Review has also reported that an infrastructure sharing agreement between ASX-listed Atlas Iron and Fortescue Metals may be a possibility after Ken Brisden, Atlas Iron's chief executive, reportedly suggested that instead of building new rail infrastructure, it seems more sensible for Atlas Iron to instead use Fortescue Metal's existing infrastructure. Any such deal between Atlas Iron and Fortescue Metals could potentially increase the value of the interest being sold in Fortescue Metals' infrastructure assets.

Mergermarket has reported that ASX-listed iron ore developer Iron Road is in discussions with potential investment partners in China, North America and Europe for the infrastructure branch of its Central Eyre Iron Ore Project located in South Australia. Andrew Stocks, Iron Road's managing director, has reportedly noted that the infrastructure component of the Central Eyre Project will most likely be separately funded to the mine itself. Privately owned, China-based mining and exploration company Sinomine Resource Exploration is reportedly interested in the Central Eyre Project, while Korea-based LG International has reportedly chosen not to pursue a deal to acquire an interest in the Central Eyre Project after examining Iron Road's assets last year. Iron Road has a market capitalisation of A$71.5 million and the Central Eyre Project has an estimated 20Mtpa production rate of iron concentrate.

Hong Kong's Sing Pao Daily News has reported that China-based heavy construction company Metallurgical Corporation of China (MCC) plans to exit from an unnamed iron ore project in Western Australia. Chairman of MCC, Jing Tianliang, has reportedly stated that the company plans to introduce strategic investors into its Australian iron ore project which is valued at US$161 million.

It has been reported by Mergermarket that ASX-listed iron ore developer Dragon Energy is seeking to raise between US$10 to US$20 million in equity to fund a bankable feasibility study for its iron ore projects located in the Pilbara region of Western Australia, and has reportedly commenced discussions with potential investors. Dragon Energy's primary project is the Pilbara Iron Project, which entails the Rocklea and the Nameless channel iron deposits together containing a JORC mineral resource of 264 million tonnes at 52.6% iron. Dragon Energy, which has a market capitalisation of A$31 million, is backed by Chinese coal mining, power generation and steel milling company Shandong Taishan Sunlight Group.

Regulatory Updates

Mining and Other Legislation Amendment Act 2013 (Qld)

Further to our story in the January/February 2013 edition of the Australian Resources Sector Update, the Mining and Other Legislation Amendment Act 2013 (Qld) was assented to on 22 March 2013.

This Act makes two key amendments to the Mineral Resources Act 1989 (Qld) (MRA):

  • amending the definition of "occupier" to remove any potential ambiguity; and
  • introducing a competitive tendering process for exploration permits for coal.

The Act also improves the existing competitive tender regimes under the MRA and the Petroleum and Gas (Production and Safety) Act 2004 (Qld) (P&G Act), as well as clarifying the definition of "occupier" under related energy and resource legislation including the Geothermal Energy Act 2010 (Qld), Greenhouse Gas Storage Act 2009 (Qld), Petroleum Act 1923 (Qld) and P&G Act.

Other News

Royalty incentive for magnetite producers introduced

On 9 April 2013, Western Australia's Premier, Colin Barnett, announced the introduction of a royalty concession for magnetite producers in the Western Australian iron ore industry sector. Under the concession, a rebate of up to 50% of royalties paid will be allowed for the first year of magnetite production, after which the full royalty rate of 5% will apply. Mr Barnett has commented that this rebate will help in recuperating the significant investments required to bring magnetite production into fruition. The rebate will be decided on a project-by-project basis, with the policy applying for the next three years.

Karara officially opens

The official opening ceremony of Western Australia's first producing magnetitie iron ore mine, the Karara Iron Ore Project, was held onsite on 9 April 2013. The Karara Project is a 50/50 joint venture between ASX-listed Gindalbie Metals and China's largest iron ore miner Ansteel. Valued at a reported A$2.57 billion, the Karara Project is anticipated to initially produce magnetite concentrate at a rate of 8Mtpa, with the potential to expand beyond 16Mtpa further down the track. The opening of Karara reportedly underpins the troubled Oakajee port and rail project and may play a role in securing the Oakajee project's development. Karara will be the first beneficiary of the royalty concession for magnetite producers announced by Western Australia's Premier, Colin Barnett (referred to above).

Emerging strategic cropping land issues

The Queensland Resource Council (QRC) has reported that, after its participation in a recent Queensland Government workshop concerning regional planning, the Queensland Government has reviewed its proposal to create regional plans which repeal strategic cropping land (SCL) legislation in those locations. Instead, the QRC reports that new "priority agricultural areas" (PAAs) will protect land uses and will exist in parallel with SCL protection for soils. The QRC notes that such a decision may cause confusion where land is SCL but not PAA, or vice versa.

Additionally, the QRC reports that "town protection areas" (TPAs) have been relabelled "priority living areas" (PLAs) and will now not automatically exclude resources. PLAs are 2 kilometre buffer areas surrounding towns of 200 people or more.

Revised Indian coal imports increase to 80 million tonnes

The Central Electricity Authority of India has reported that in 2013/14, India's coal-based thermal power plants will need to import 80 Mt of coal, which is 10 Mt up from previous projections. Of that amount, 50 Mt will be necessary to meet shortfalls in domestic coal supplies, while the other 30 Mt will be completely devoted to new imported coal-based power plants that have begun operations.

By way of example, NTPC, India's largest power generation utility, demands approximately 164 Mtpa of coal to feed its total installed capacity of 40,675 MW. In order to cover the shortfall in domestic coal supplies, this facility alone will need to import 17 Mt of coal in 2013/14.

India rejects coal pool pricing concept

Further to our story in the March 2013 edition of the Australian Resources Sector Update, the Cabinet Committee for Economic Affairs (CCEA) rejected the proposal for a pool pricing concept that would have enabled an averaged feedstock price for domestic and imported coal. Instead, the CCEA and Power Ministries are reportedly proposing to allow thermal power plants that use imported coal to impart their higher feedstock prices onto consumer by way of amended electricity tariff prices.

This alternative has been criticised by analysts of the power industry stating that tariff revisions may not only be politically unacceptable to government-owned power distribution entities with upcoming elections, but that also a number of power generation companies are subject to binding power purchase agreements with distribution entities based on existing tariffs.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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