An extensive portfolio
of experience.

+A$650m Construction Funding Package

In July 2024, Akaysha Energy secured the largest BESS financing globally for the 415MW / 1,660MWh Orana BESS located in New South Wales (NSW). More than A$650 million in non-recourse project finance facilities will be provided by various lenders including ANZ, BNP, CBA, CIBC, DBS, ING, Mizuho, Rabobank, Siemens, SMBC and Westpac.

The financing is supported by an AEMO Services Long Term Energy Services Agreement (LTESA) with the NSW and Commonwealth Governments, in combination with an innovative ‘Virtual Toll’ offtake agreement secured with leading generator and retailer, EnergyAustralia. This is the first of its kind for EnergyAustralia that will allow the ‘notional’ charge and discharge of a 200MW / 800MWh ‘virtual battery’ within pre-agreed daily bidding parameters, separate from the physical operation of the Orana BESS by Akaysha.

Wholly owned by BlackRock via its Climate Infrastructure franchise, Akaysha Energy is one of Australia’s leading battery energy storage system (BESS) and renewable energy developers. BlackRock has committed over A$1 billion of capital to support the build-out of over 1 gigawatt (GW) of Akaysha Energy’s battery storage assets across the National Electricity Market (NEM) in Australia. BlackRock is one of the world’s largest asset managers with over US$10 trillion of assets under management (AUM). BlackRock serves investors seeking outperformance in real estate, infrastructure, private equity, credit, hedge funds and alternative solutions.

Azure Capital acted as financial adviser to Akaysha Energy + BlackRock on the construction funding package, including the provision of financing, structuring, commercial and strategic advice, and negotiation of relevant transaction agreements.

A$175 million Initial Public Offering on the ASX

On 30 July 2024 Bhagwan Marine Limited (“Bhagwan”) commenced trading on the Australian Securities Exchange after raising $80 million via a fully unwritten Initial Public Offering (“IPO”). Proceeds of the offer were used to reduce the debt within the business and position the company for growth. Bhagwan commenced trading with a market capitalisation of A$175 million.

Bhagwan was established in 2000 by the Kannikoski family and has grown to become a leading marine solutions provider operating in the oil & gas, resources, civil construction, marine logistics, offshore wind and defence industries. The Kannikoski’s continue to hold a 40.5% interest in Bhagwan post IPO.

Azure has provided advice to the shareholders of Bhagwan for +10 years and acted as Corporate Adviser to the IPO. Euroz Hartleys acted as Lead Manager and Underwriter, Clayton Utz as the company’s Legal Adviser and KPMG as the Investigating Accountant.

A$1.3bn acquisition of a 49% stake in Onslow Iron Road Trust from Mineral Resources

In June 2024, Morgan Stanley Investment Management, through investment funds managed by Morgan Stanley Infrastructure Partners, agreed to acquire a 49% stake in the Onslow Iron Road Trust (Road Trust), the owner of a 150km private haul road from the Onslow Iron ore project to Ashburton Port in the northwest Pilbara region of Western Australia. Serving as the only corridor for Onslow Iron’s deposits, Road Trust owns a critical transportation infrastructure asset that will assist in unlocking material iron ore deposits previously stranded in the region. Road Trust is co-controlled and managed by Mineral Resources, the majority owner of Onslow Iron. It will be supported by Mineral Resources’ 30+ year track record of delivering leading mining supply chain solutions for tier-one global mining companies.

Morgan Stanley Investment Management has more than 1,300 investment professionals around the world and US$1.5 trillion in assets under management or supervision. Its infrastructure investment platform, Morgan Stanley Infrastructure Partners, is a leading global private infrastructure investor with approximately US$17 billion in assets under management.

Azure Capital acted as financial adviser to Morgan Stanley Infrastructure Partners on the acquisition, including the provision of valuation, structuring and strategic advice, and the negotiation of relevant transaction agreements.

Sale of Autocare Services

In May 2024, LINX Cargo Care Group (“LINX Group”, a Brookfield portfolio company) sold its Australian automotive logistics services business, Autocare Services (“Autocare”), to the Tokyo Stock Exchange listed Optimus Group (“Optimus Group”, JPY ticker code 9268:JP), a global automotive industry business.

Autocare is one of Australia’s largest integrated automotive logistics providers, based in all major ports in Australia with its strategic operations, providing transportation and storage services for imported vehicles. Autocare also provides a wide range of services such as warehousing, cleaning, quarantine, customs clearance, pre-delivery maintenance works to imported vehicles headed to automotive dealerships throughout Australia.

The acquisition supports Optimus Group’s further expansion into Australia and enables stronger collaboration with its existing Australian business portfolio, strengthening its automotive supply chain offering to customers.

Azure Capital acted as financial adviser to LINX Group on the sale, including running the sale process, structuring and strategic advice, and negotiation of transaction agreements.

Acquisition of EVOL LNG from Wesfarmers

In May 2024, Clean Energy Fuels Australia (CEFA) announced its agreement to acquire Wesfarmers’ LNG distribution business, EVOL LNG, one of Australia’s leading providers of LNG for transport, power generation and industrial applications.

CEFA is owned by I Squared Capital, a leading independent global infrastructure investor with over US$38 billion in infrastructure assets. CEFA’s mission is to reduce carbon emissions by providing sustainable fuel solutions for power generation and process heat in remote off-grid mines and industrial applications. It is also actively developing renewable power solutions to complement LNG as a firming fuel. For CEFA, the acquisition of EVOL LNG will mean it moves one step closer towards its goal of becoming a significant energy transition platform in Australia.

Azure Capital acted as financial adviser to CEFA on all aspects of the transaction including valuation, strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.

Acquisition of Decmil Group via Scheme of Arrangement

On 16 April 2024, Macmahon Holdings Limited (ASX:MAH) (Macmahon) announced it had entered into a binding Scheme Implementation Deed with Decmil Group Limited (ASX:DCG) (Decmil) to acquire 100% of the issued capital in Decmil by way of Scheme of Arrangement (Scheme) for an implied transaction value of A$127m. The Scheme is unanimously supported by the Board of Decmil and its two major shareholders, Thorney Group and Horley, and is expected to be implemented in August 2024.

The acquisition of Decmil is consistent with Macmahon’s strategic focus of achieving continued earnings growth while diversifying earnings into the less capital intensive civil infrastructure business.

Decmil is a strategic fit with a complementary service offering to Macmahon, providing integrated civil construction and infrastructure solutions to the resources, infrastructure and renewable industries across Australia. Decmil’s core operations add increased exposure for Macmahon to both the renewable and government infrastructure sectors. Macmahon intends to leverage these to accelerate growth towards its long-term civil infrastructure revenue target of $1 billion per annum, or one third of group revenue. Following Scheme implementation, Macmahon will continue to operate Decmil as a wholly owned subsidiary and to maintain the Decmil branding, with the existing Macmahon civil business to integrate into the subsidiary.

Macmahon is Australian-based and provides the complete package of mining services to miners throughout Australia and Southeast Asia. Macmahon’s extensive experience in both surface and underground mining has established itself as the contractor of choice for resources projects across a range of locations and commodity sectors.

Decmil provides multi-disciplinary project delivery across the infrastructure, resources, and renewable energy sectors, and has been in operation for over 40 years.

Azure Capital acted as financial adviser to Macmahon on the transaction.

Acquisition of Base Resources via Scheme of Arrangement

On 22 April 2024, Base Resources (ASX & AIM:BSE) (Base) announced it had entered into a binding Scheme Implementation Deed with Energy Fuels Inc. (NYSE American:UUUU, TSX:EFR) (Energy Fuels) to acquire 100% of the issued capital in Base by way of Scheme of Arrangement (Scheme) for an implied equity value of A$375m. Under the Scheme, Base shareholders will receive 0.026 Energy Fuels shares, plus A$0.065 in cash via a conditional unfranked special dividend, for each Base share held.

Following Scheme implementation, Base shareholders will own approximately 16.4% of the combined group, with a pro-forma market capitalisation of approximately US$1.1 billion. The Scheme is unanimously supported by the Board of Base and its two major shareholders, Pacific Road Capital and Sustainable Capital, and is expected to be implemented in September 2024.

The transaction will establish a global leader in the critical minerals sector with a focus on rare earth elements (REEs), uranium and mineral sands production, combined with a strong growth pipeline of near to medium-term asset development opportunities.

Base is an Australian based, African focused, mineral sands producer and developer with a track record of project delivery and operational performance. Base owns the established Kwale Operations in Kenya and is developing the Toliara Project in Madagascar.

Energy Fuels is a leading US-based uranium and critical minerals company that operates mines and produces natural uranium concentrates that are sold to major nuclear utilities for the production of carbon-free nuclear energy. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill operating in the United States, with a licensed capacity of >8 million pounds of U3O8 per year and also produces vanadium when market conditions warrant, from various uranium-bearing ores. Energy Fuels also has one of the largest NI 43-101 compliant uranium resource portfolios in the United States and several uranium and uranium / vanadium mining projects in production, on standby and in various stages of permitting and development. Energy Fuels recently began production of advanced REE materials at White Mesa, including mixed REE carbonate, and intends to produce commercial quantities of separated REE Oxides in 2024, with plans to further expand this production capability over the coming years. The monazite from Base’s Toliara Project in Madagascar will be processed into separate REE products at White Mesa.

Azure Capital acted as financial adviser to Base on the transaction.

+A$250m Construction Funding Package

In April 2024, Akaysha Energy secured the first BESS portfolio financing in Australia for the 155MW / 298MWh Ulinda Park BESS and 205MW / 410MWh Brendale BESS, both located in Queensland. More than A$250 million in non-recourse project finance facilities will be provided by various lenders including CBA, DBS, ING, Mizuho, MUFG, Rabobank and SMBC.

Wholly owned by BlackRock via its Climate Infrastructure franchise, Akaysha Energy is one of Australia’s leading battery energy storage system (BESS) and renewable energy developers. BlackRock has committed over A$1 billion of capital to support the build-out of over 1 gigawatt (GW) of Akaysha Energy’s battery storage assets across the National Electricity Market (NEM) in Australia. BlackRock is one of the world’s largest asset managers with over US$10 trillion of assets under management (AUM). BlackRock serves investors seeking outperformance in real estate, infrastructure, private equity, credit, hedge funds and alternative solutions.

Azure Capital acted as financial adviser to Akaysha Energy + BlackRock on the construction funding package, including the provision of financing, structuring, commercial and strategic advice, and negotiation of relevant transaction agreements.

+A$200m Construction Funding Package

In March 2024, ZEN Energy secured an innovative funding package and achieved a final investment decision to build, own & operate the 111MW / 291MWh Templers Battery Energy Storage System (Templers). The battery storage system will be built 60 kilometres north of Adeliade and once built, will be the second largest system by energy stored in South Australia. Templers is supported by long-term offtake agreements with the South Australian Government and ZEN Energy.

The +A$200 million construction funding package for Templers includes fully underwritten non-recourse project finance facilities provided by Natixis CIB Australia in combination with project equity funded by Stonepeak (through its portfolio company Peak Energy) and ZEN Energy.

Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with +US$61 billion of assets under management. Stonepeak, as sponsor of private equity and credit investment vehicles, provides capital, operational support, and committed partnership to grow investments in its target sectors, which include communications, energy and energy transition, transport and logistics, and real estate. Stonepeak’s investment in Templers is through its 100% owned affiliate Peak Energy – an Independent Power Producer (IPP) that develops, owns, and operates renewable assets across Asia Pacific. In partnership with high-quality local partners, an experienced team manages Peak Energy’s energy assets from origination and development through to operations and decommissioning with best-in-class industry best practices.

ZEN Energy is a renewable energy developer and Australia’s only electricity retailer to have a science-based emissions reduction plan in line with limiting global heating by 1.5°C this decade. ZEN Energy form long-term and sustainable partnerships, delivering their plan in a way that is sensitive to the needs of Australia’s First Peoples of nature, and of local communities. Key customers include the South Australian Government, CSIRO’s sites in New South Wales, Victoria, South Australia and the Australian Capital Territory, Bunnings in Victoria, and South Australia and ISPT in Queensland. ZEN Energy provides renewable energy to the Southern Sydney Regional Organisation of Councils (SSROC), which comprises 25 local councils in New South Wales representing nearly 40 per cent of the state’s population.

Azure Capital acted as financial adviser to ZEN Energy on the construction funding package, including the provision of financing, structuring and strategic advice, and negotiation of relevant transaction agreements.

A$100m+ Syndicated Debt Facilities

In February 2024, Auriga Group successfully completed a A$100m+ corporate debt financing.

Auriga Group is an OPTrust portfolio company with three operating divisions of Aviation, Marine and Pilotage. Auriga operates essential services across 20+ ports and compulsory pilotage areas around Australia and New Zealand.

The new debt facilities consolidates Auriga’s existing debt and supports longer term strategic growth objectives, including funding of capital investment relating to recent large, long-term contract wins in each of the operating divisions.

The new debt facilities were provided by Westpac and Commonwealth Bank.

Azure acted as financial adviser to Auriga Group on the financing process.

Sale of LINX Regional Logistics

In February 2024, LINX Cargo Care Group (“LINX Group”, a Brookfield portfolio company) completed the sale of its Australian multi-modal regional logistics business, LINX Regional Logistics (“LINX RL”), to MEDLOG Oceania Pty Ltd (“Medlog Oceania”), a wholly owned subsidiary of MSC Mediterranean Shipping Company SA (“MSC”)

LINX RL operations are strategically located in the Riverina region, providing essential multi-modal transport solutions. These include linehaul services to major capital cities and rail services to the Port of Melbourne.

LINX RL offers significant growth potential and aligns with MSC’s global land-side logistics strategy in Australia through Medlog Oceania. Medlog Oceania plans to build on the existing Regional Logistics operations, support customers, and develop further value-added solutions for future growth.

Azure Capital acted as exclusive financial adviser to LINX Group on the sale, including running the sale process, structuring and strategic advice, and negotiation of transaction agreements.

A$375m acquisition of the Lake MacLeod salt and gypsum operations from Dampier Salt and associated financing

On 16 January 2024, Leichhardt Industrials Group (Leichhardt) announced it had entered into a binding Sale Agreement with Dampier Salt to acquire 100% of the Lake MacLeod salt and gypsum operations (Lake MacLeod) for a purchase price A$375m. Completion is conditional on certain commercial and regulatory conditions being satisfied, and is expected to occur in the second half of 2024.

Lake MacLeod is in the Gascoyne region of Western Australia, 65 kilometres north of the town of Carnarvon, on Baiyungu country, and consists of an operating salt and gypsum operation, plus a deepwater port at Cape Cuvier which is permitted for 6Mtpa of exports. Lake MacLeod has been operating for over 60 years and is the largest employer for the town of Carnarvon.

Leichhardt is funding the acquisition via a new US$160m debt facility, plus equity subscriptions from existing and new investors.

Leichhardt is Australian-based and privately-owned group, with management having extensive salt operational and development expertise. Leichhardt also owns the Eramurra solar salt development project, located 55km southwest of Karratha in Western Australia.

Dampier Salt is an incorporated joint venture between Rio Tinto (68%), Marubeni Corporation (22%) and Sojitz (10%).
Azure Capital acted as financial adviser to Leichhardt on all aspects of the transaction, including the acquisition and the financing.

Refinancing of Partners Group and OPTrust owned 240MW Ararat Wind Farm

In December 2023, Ararat Wind Farm successfully completed a debt financing process to refinance senior debt of $202 million . Ararat’s existing debt facilities were refinanced with a new 3 year amortising loan. Ararat is owned by Partners Group and OPTrust.

The three year syndicated debt facilities were entered into with existing and new lenders, including ING Bank, DBS Bank and Westpac Banking Corporation.

Azure acted as financial adviser to Ararat on all aspects of the financing process.

Sale of 7-Eleven Australia to 7IN for A$1.71 billion

In December 2023, the Withers and Barlow families sold its 100% interest in Convenience Group Holdings Pty Ltd (7-Eleven Australia) to 7-Eleven International LLC (7IN) for A$1.71 billion. 7-Eleven Australia is Australia’s leading convenience retailer with a network of over 750 stores across Victoria, New South Wales, ACT, Queensland and Western Australia, processing 250 million transactions each year, and employing more than 9,000 people across the corporate and franchise network.

7IN is a joint venture between 7-Eleven Inc. and Seven-Eleven Japan, Co. Ltd and is responsible for the 7-Eleven’s global growth strategy. 7-Eleven International master franchises and/or licenses more than 46,000 stores in 16 countries and regions.

7-Eleven Inc. is owned by Tokyo-based Seven & i Holdings Co., Ltd and operates, franchises and/or licenses more than 13,000 stores in the U.S., Canada, and Mexico. Seven-Eleven Japan, Co. Ltd. operates more than 21,000 stores throughout Japan.

Azure Capital acted as exclusive financial adviser to 7-Eleven Australia on the sale, including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.

A $60m sale of lithium, nickel, copper, and cobalt rights on the Norseman Gold Project

On 10 November 2023, Pantoro Limited (ASX:PNR) (Pantoro) entered into a definitive agreement to sell its lithium, nickel, copper, and cobalt rights on the Norseman Gold Project to Mineral Resources Limited (ASX:MIN) (Mineral Resources) for up to A$60 million in cash consideration, plus royalties.

The consideration for the divestment consists of:

• A$30 million in upfront cash;
• A$30 million as a deferred payment contingent upon a final investment decision to commence copper, cobalt, or nickel mining operations;
• 2% net smelter royalty on all nickel, copper, and cobalt, recovered; and
• 0.75% FOB lithium royalty.

As part of the transaction, Pantoro retains ownership over the land and rights to all other mineral resources at the Norseman Gold Project, ensuring its continued involvement in the project’s broader potential. This strategic divestiture enhances Pantoro’s financial position, allowing it to concentrate on its core operations in gold mining and exploration, while still benefiting from future developments in lithium and base metal projects.

Azure Capital acted as financial adviser to Pantoro on all aspects of the transaction including valuation and strategic advice, coordination of due diligence, and negotiation of the relevant transaction agreements.

Acquisition of the Koorangie Energy Storage System

In October 2023, Sosteneo Infrastructure Partners (Sosteneo) acquired the 185MW / 370MWh Koorangie Energy Storage System (KESS) from Edify Energy (Edify). The battery storage system will be built in the Murray River region, near the renewable energy rich area of Kerang, Victoria. This is the first transaction in Australia for Sosteneo.

The KESS is supported by a long-term syndicated debt facility underpinned by a 20-year System Support Agreement with the Australian Energy Market Operator (AEMO) for the provision of system strength and a 15-year term offtake agreement with Shell Energy for the full 185MW / 370MWh. The KESS is capable of powering 350,000 homes for 2 hours.

Sosteneo is an investment manager that specialises in greenfield infrastructure projects related to the energy transition. Sosteneo invests in a wide range of technologies, spanning clean energy production (such as solar PV and wind), clean energy enablers (such as battery storage and networks), as well as industry decarbonisation projects. Sosteneo operates in Europe and Asia Pacific as part of the Generali Investments ecosystem of asset management firms.

Edify is a 100% Australian owned renewable energy and storage company, leading the industry in the deployment and operation of new energy generation, storage and grid infrastructure to support Australia’s energy transition. Delivering more than $1.9 billion of investment in Australia, Edify has successfully overseen the development, structuring, financing and construction of 773MWp of utility scale solar projects and 360MW / 720MWh of battery energy storage.

Azure Capital acted as financial adviser to Sosteneo on the acquisition, including the provision of valuation, financing, structuring and strategic advice, and negotiation of relevant transaction agreements.

Joint Development Agreement for the Blackstone BESS

In October 2023, Firm Power and Octopus Investments Australia (Octopus) entered a Joint Development Agreement to complete development of the 500MW / 1,000MWh Blackstone BESS in Queensland.

The Blackstone BESS is strategically located ~30km from Brisbane and connects into the 275kV high voltage transmission network. Firm Power is working with Powerlink, Ipswich City Council and Octopus to complete development and expects the Blackstone BESS to reach a final investment decision in the second half of 2025.

Firm Power is an Australian-owned energy company dedicated to developing high quality energy projects that accelerate the energy transition. Firm Power has experience partnering with global investors, offering full-service development capability and a unique approach to structuring and delivering energy assets to market.

Octopus is a specialist renewable energy developer and fund manager in Australia. Octopus has an operating portfolio of A$1.5 billion and a development portfolio of A$8 billion across wind, solar and battery energy storage.

Azure Capital acted as financial adviser to Firm Power on the Joint Development Agreement, including the provision of strategic advice.

Acquisition of Tesserent via Scheme of Arrangement

On 13 June 2023, Thales (Euronext Paris: HO) announced it had entered into a binding Scheme Implementation Deed under which its wholly owned Australian subsidiary would acquire 100% of the share capital of Tesserent (ASX: TNT) by way of a Scheme of Arrangement at an implied equity value of A$176m. The Scheme was unanimously supported by the Board of Tesserent and was implemented on 4 October 2023.

The transaction is Thales’ first cybersecurity acquisition in Australasia and is another step in the group’s strategy to extend their extensive global cybersecurity portfolio that includes over 4,000 cybersecurity experts in over 20 countries and 9 Security Operation Centres globally serving customers in over 50 countries.

Tesserent is Australia and New Zealand’s largest listed cybersecurity company with approximately 500 employees across nine offices. As a leading cyber consultancy for Government and Defence, Tesserent provides a full suite of cybersecurity solutions and services to medium and enterprise-level organisations.

Thales is a global leader in advanced technologies within three domains: Defence & Security, Aeronautics & Space, and Digital Identity and Security. The group has approximately 77,000 employees in 68 countries and in 2022 generated sales of EUR17.6 billion.

Azure Capital acted as financial adviser to Thales on the transaction.

$300m Equity Raising

On 28 September 2023, De Grey launched a fully underwritten $300m two tranche placement at an issue price of $1.05 per share, representing a discount of 5.8% to the last closing share price and a 12.0% discount to the 5-day VWAP.

Proceeds from the placement were to be applied to:

• Finalising detailed engineering, updating the project execution plan, refine the contracting strategy, advance major project tenders and progress the approvals processes
• Ordering of long-lead major equipment items ahead of planned construction activities
• Early works (where approvals allow) undertaken ahead of FID
• Continued exploration drilling across both the Greater Hemi and regional areas
• General working capital purposes and costs of the Placement

Azure acted as corporate adviser to De Grey on the placement, including providing structuring and strategic advice, and assisting with appointment of the joint lead managers and underwriters of the placement, Canaccord Genuity (Australia) Limited and Argonaut PCF Limited.

A$320m Growth Financing

In August 2023, Zenith Energy successfully completed a A$320 million debt financing process, adding to the existing A$440 million syndicated facilities that were established in October 2022. The facilities will support growth capital expenditure related to the construction of high-renewable penetration projects, including recent contract wins, such as the Kathleen Valley Hybrid Power Station (96MW) for Liontown Resources, the Bellevue Gold Hybrid Power Station (88MW) and a renewable retrofit of Zenith’s existing Jundee Power Station (53MW) for Northern Star Resources.

Material committed facility headroom remains to fund further growth, supporting Zenith Energy’s strategy of continuing to play a leading role in the decarbonisation of mine-site energy supplies.

The additional A$320 million of committed debt limits involves two new lenders, Natixis CIB (Natixis) and DBS Bank (DBS), who join the existing domestic and international lending group, including Westpac Banking Corporation (Westpac), National Australian Bank (NAB), Sumitomo Mitsui Banking Corporation (SMBC), BNP Paribas (BNPP), Australia and New Zealand Banking Group (ANZ) and Aware Super (Aware).

Zenith Energy’s shareholders include Pacific Equity Partners, Foresight Group and OPTrust.

Azure acted as financial adviser to Zenith Energy on the growth financing.

Sell-down of Bedout assets to CPC Corporation

In February 2023, Carnarvon Energy Limited (Carnarvon) entered a binding agreement to divest a 10% interest in its Bedout assets, including the Dorado and Pavo liquids projects, to OPIC Australia Pty Limited, a wholly owned subsidiary of CPC Corporation, Taiwan (CPC). Carnarvon will receive total cash consideration of US$146m, comprising an upfront payment of US$56m (paid at transaction completion in August 2023), and a further carry of US$90m towards Carnarvon’s share of the future Dorado development costs once a Final Investment Decision is taken.

Dorado is an offshore oil and gas development project located on Western Australia’s North West Shelf, estimated to hold ~162 million barrels of light oil and condensate (gross, 2C). Pavo is ~46 kilometres to the east of Dorado and has been assessed to hold ~43 million barrels of oil (gross, 2C). Following the transaction, Carnarvon will retain a 10% interest in Dorado and a 20% interest in Pavo, with CPC owning a 10% interest in the Bedout assets and Santos (as the operator) owning the remaining interests.

Carnarvon is an ASX listed oil & gas developer with interests in the highly prospective Bedout basin located in Western Australia. With more than four decades of energy experience and a portfolio of conventional and new energy projects, Carnarvon continues to pioneer projects to secure Australia’s energy future through the energy transition.

CPC is Taiwan’s national oil & gas company, and one of the largest national oil companies in the Asian region. Its business areas include oil & gas exploration and production, refining, petrochemicals, lubricants, solvents and chemicals. CPC holds a portfolio of international assets, including interests in the Prelude FLNG project and Ichthys LNG project in Australia.

Azure Capital acted as financial adviser to Carnarvon in relation to the sell-down including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.

A$400m merger with Pantoro Ltd

On 13 February 2023, Tulla Resources Plc (ASX:TUL) (“Tulla”) and Pantoro Limited (ASX:PNR) (“Pantoro”) announced they had entered into a binding Merger Implementation Deed, pursuant to which the two companies would merge by way of Scheme of Arrangement with Pantoro to acquire 100% of Tulla (“Merger”).

Following the Merger, Tulla shareholders own approximately 48.5% of the merged entity (prior to the capital raising that was undertaken by Pantoro).

Tulla and Pantoro each owned 50% of the Norseman Gold Project (“Norseman”). The Merger consolidated the ownership of Norseman under one company, unlocking efficiencies and allowing full management focus on Norseman’s ramp-up and future production.

As part of the Merger, Tulla shareholders retained beneficial ownership of all industrial minerals rights on Norseman tenure, which was implemented by way of a contemporaneous demerger scheme.

The Merger was unanimously supported by the Boards of both Tulla and Pantoro, with the transaction completing on 30 June 2023.

Azure Capital acted as financial adviser to Tulla on all aspects of the transaction including valuation and strategic advice, coordination of due diligence, and negotiation of the relevant transaction agreements.

Equity funding for the Waratah Super Battery

In June 2023, BlackRock Alternatives secured more than A$500 million in equity funding commitments from various institutions including the Clean Energy Finance Corporation towards the cost of building the 850MW / 1,680MWh Waratah Super Battery (WSB), a development asset of Akaysha Energy (Akaysha).

In October 2022, Akaysha was selected by the New South Wales (NSW) Government’s EnergyCo as the preferred proponent to develop, build, own and operate WSB. As one of the world’s largest and most powerful batteries, WSB is a landmark project in NSW’s energy transition and a cornerstone asset for Akaysha. WSB is supported by a +5 year 700MW / 1,400MWh government backed offtake with Transgrid.

In September 2022, BlackRock Alternatives, via its Climate Infrastructure business, acquired Akaysha, one of Australia’s leading battery energy storage system (BESS) and renewable energy developers. As part of the acquisition, BlackRock intends to commit over A$1 billion of capital to support the build-out of over 1 gigawatt (GW) of battery storage assets across Akaysha’s ten projects in the National Electricity Market (NEM) in Australia.

BlackRock is one of the world’s largest asset managers with ~US$8.5 trillion of assets under management (AUM). BlackRock Alternative Investors serve investors seeking outperformance in real estate, infrastructure, private equity, credit, hedge funds and alternative solutions.

Azure Capital acted as financial adviser to Akaysha Energy + BlackRock Alternatives on the equity funding, including the provision of valuation, structuring and strategic advice.

$10m Placement and $25m Joint Venture with Novo Resources

In June 2023, it was announced that De Grey signed a Heads of Agreement with Novo Resources Corp (Novo), providing De Grey with the right to earn-in a 50% joint venture interest in the Egina Project by spending $25m in exploration expenditure over four years. As part of the transaction, De Grey also subscribed to $10m in Novo shares to become a major shareholder of the Novo.

Azure acted as corporate advisor to De Grey on the transaction.

A$635m acquisition of Onsite Rental Group

In April 2023, Sime Darby Berhad (“Sime Darby”) through its wholly owned subsidiary, Sime Darby Allied Operations Pty Ltd, completed the acquisition of Onsite Rental Group Limited (“Onsite”) for an enterprise value of A$635m.

Sime Darby operates in the industrial and motors sectors with a presence in 19 countries and territories across the Asia Pacific region. It is listed on the main market of Bursa Malaysia with a market capitalisation of RM14.93 billion (USD3.38 billion) as of 3 April 2023.

Onsite is a market leading provider of business-to-business equipment rental solutions to blue chip customers across a range of industries in the Australian market including resources, energy, industrial and commercial. Azure Capital acted as financial adviser to Sime Darby on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.

Sale of Lotus Creek Wind Farm to CIP

In December 2022, Vestas sold the 285MW Lotus Creek Wind Farm in Queensland to Copenhagen Infrastructure Partners (“CIP”) via its flagship fund CI IV.

Vestas is the energy industry’s global partner on sustainable energy solutions. Vestas design, manufacture, install and service wind turbines across the globe. With +154 GW of wind turbines in 87 countries, Vestas have installed more wind power than anyone else. Vestas has more than 29,000 employees globally.

CIP is the world’s largest dedicated fund manager within greenfield renewable energy investments. The funds managed by CIP focus on investments in offshore and onshore wind, solar PV, biomass and energy-from-waste, transmission and distribution, reserve capacity and storage, and Power-to-X. CIP manages 12 funds and has to date raised approximately €28 billion for investments in energy and associated infrastructure from more than 160 international institutional investors. CIP has approximately 500 employees globally. Vestas owns a 25% stake in the CIP parent companies.

Azure Capital acted as exclusive financial adviser to Vestas on the sale including the provision of valuation, structuring and strategic advice, commercialisation and financing advice, and negotiation of relevant transaction agreements.

$150m Equity Raising

On 5 October 2022, De Grey announced a fully underwritten $130m placement and $20m non-underwritten share price purchase plan. Proceeds from the equity raising were used for completion of the definitive feasibility study, resource drilling, exploration, corporate and working capital.

Azure acted as corporate adviser to De Grey on the placement, including providing structuring and strategic advice, assisting with preparation of De Grey’s disclosure materials, and assisting with appointment of the joint lead managers and underwriters of the placement, Canaccord Genuity (Australia) Limited and Argonaut PCF Limited.

Sale of WIRSOL Energy to Gentari

In February 2023, WIRCON GmbH sold its Australian renewables business, WIRSOL Energy, to a wholly owned subsidiary of Gentari Sdn Bhd (“Gentari”). The WIRSOL Energy portfolio consists of more than 400MW operating assets, a development pipeline of more than 3 GW, Operations and Maintenance (O&M) and Asset Management (AM) services.

WIRCON is a global renewable energy group, which develops high quality renewable energy assets. Since entering the market in 2013, WIRCON has been focusing on expansion in domestic and international locations to initiate the development and construction of solar parks. The WIRCON group has more than 30 employees at its German locations in Mannheim, Berlin and Saarbruecken.

Gentari is a clean energy company focused on delivering the integrated net-zero solutions required to put cleaner energy into action today, to transform how we live tomorrow. Gentari offers lower carbon solutions through three initial core pillars – Renewable Energy, Hydrogen and Green Mobility, forming a portfolio of solutions cutting across the electron value chain to help customers achieve net zero emissions. In the long term, Gentari aims to be a full suite net zero solutions provider, creating greater value, connecting businesses, and making the journey to net zero possible.

Azure Capital acted as exclusive financial adviser to WIRCON GmbH on the sale including the provision of valuation, structuring and strategic advice, restructuring of the portfolio debt financing, and negotiation of relevant transaction agreements.

A$47m sale of Horizons West Bus and Coachlines to Kelsian Group

In January 2023, Kelsian Group Limited (ASX:KLS) (“Kelsian”) completed its acquisition of the assets used in and comprising the business trading as Horizons West Bus and Coachlines (“Horizons West”) for an enterprise value of A$47m.

Established in 1985, Horizons West is well recognised in the Perth metropolitan area for bus hire and coach charter services provided to the education sector. Horizons West specialises in providing contracted and charter bus services to schools, universities and government with approximately 156 employees operating a bus fleet of 146 buses from two depots. Horizons West currently operates 21 contracts for the Government of Western Australia and provides services to more than 400 schools and universities.

Azure Capital acted as financial adviser to Horizons West on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.

A$125m sale of MTi Group to Enaex

In January 2023, Enaex, a subsidiary of Chilean business group Sigdo Koppers, acquired MTi Group (“MTi”) for an enterprise value of A$125m.

MTi is a leading blasting consumables business, undertaking the design, manufacture, and distribution of products to more than 450 mines globally. MTi’s patented products enhance mineral production efficiency, and include BLASTBAG™ downhole inflatable bags, BLASTSHIELD™ blast hole liners, modular blasting consumables, and a range of newly launched and near release products.

Azure Capital acted as financial adviser to MTi shareholders (private equity fund manager Viburnum Funds and management team) on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.

+US$1b acquisition of Nexif Energy’s Australian and South East Asian renewable energy platform

In December 2022, RATCH Group PLC acquired Nexif Energy’s Australian and South East Asian renewable energy platform from Denham Capital and Nexif for an enterprise value of +US$1 billion.

The platform includes an interest in 24 operating, under-construction and under-development assets including renewables, thermal power plants and battery energy storage systems located in Australia, Thailand, Vietnam and the Philippines. The portfolio includes close to 500MW currently operational or under-construction assets, which is expected to increase to ~1.3GW operational or under-construction by 2023 with a further ~1.4GW under development. The portfolio includes the 222MW Lincoln Gap Wind Farm in South Australia, comprising 212MW of wind turbines and 10MW of battery storage.

Azure Capital and Natixis acted as financial advisers to RATCH Group PLC on the acquisition including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.

A$440m Syndicated Debt Facilities

In October 2022, Zenith Energy successfully completed a A$440 million debt financing process. All Zenith’s existing external debt facilities were refinanced as well as procuring a significant new tranche of committed (but as yet unutilised) debt to support growth capital expenditure related to new generation projects. Zenith’s major shareholders include Pacific Equity Partners, Foresight Australia and OPTrust.

The A$440 million, five year, syndicated debt facilities were entered into with a group of existing and new domestic and international lenders, including Westpac Banking Corporation (Westpac), National Australian Bank (NAB), Sumitomo Mitsui Banking Corporation (SMBC), BNP Paribas (BNPP), Australia and New Zealand Banking Group (ANZ) and Aware Super (Aware).

The available growth capital expenditure limits under the facilities will support the lead role Zenith Energy is playing in the energy transition of the resources sector by supporting the decarbonisation of mine-site energy supplies as well as the growth in the urban and remote microgrid segment.

Azure acted as financial adviser to Zenith Energy on the refinancing.

Acquisition of Calibre Professional Services

In November 2022, Egis Group, an international consulting, construction engineering and mobility service company, entered into an agreement with Calibre Group to acquire Calibre Professional Services, a leading provider of end-to-end sustainable engineering and consulting services focused on urban development, water, roads, building services and structures across Australia and New Zealand.

The transaction materially increases Egis’ exposure to the Australian market, increasing it’s team by over 400 people, and helps deliver on their continued focus to expand their presence in the APAC region. The transaction is subject to customary conditions and FIRB approval.

Azure Capital acted as financial adviser to Egis on the acquisition, including the provision of valuation, strategic advice and negotiation of relevant transaction agreements.

Successful bid for the Waratah Super Battery

In October 2022, Akaysha Energy (Akaysha) was selected by the New South Wales (NSW) Government’s EnergyCo as the preferred proponent to develop, build, own and operate the 850MW / 1,680MWh Waratah Super Battery (WSB). As one of the world’s largest and most powerful batteries, WSB is a landmark project in NSW’s energy transition and a cornerstone asset for Akaysha. WSB is supported by a +5 year 700MW / 1,400MWh government backed offtake with Transgrid.

In September 2022, BlackRock Alternatives, via its Climate Infrastructure business, acquired Akaysha, one of Australia’s leading battery energy storage system (BESS) and renewable energy developers. As part of the acquisition, BlackRock intends to commit over A$1 billion of capital to support the build-out of over 1 gigawatt (GW) of battery storage assets across Akaysha’s ten projects in the National Electricity Market (NEM) in Australia.

BlackRock is one of the world’s largest asset managers with ~US$8.5 trillion of assets under management (AUM). BlackRock Alternative Investors serve investors seeking outperformance in real estate, infrastructure, private equity, credit, hedge funds and alternative solutions. BlackRock manages $313 billion in alternative investments and commitments on behalf of clients worldwide as of September 30, 2022.

Azure Capital acted as financial adviser to Akaysha Energy + BlackRock Alternatives on the bid, including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.

Acquisition of Akaysha Energy and A$1b capital commitment

In September 2022, BlackRock Real Assets acquired Akaysha Energy (Akaysha), one of Australia’s leading battery energy storage system (BESS) and renewable energy developers. As part of the acquisition, BlackRock intends to commit over A$1 billion of capital to support the build-out of over 1 gigawatt (GW) of battery storage assets across Akaysha’s nine projects in the National Electricity Market (NEM) in Australia.

The acquisition of Akaysha and related capital commitment is the first BESS investment made by BlackRock’s Climate Infrastructure business (part of BlackRock Real Assets) in the Asia-Pacific region. BlackRock is one of the world’s largest asset managers with ~US$8.5 trillion of assets under management (AUM). BlackRock Real Assets has over 400 professionals in 30 offices managing over US$70 billion in client commitments as of 30 June 2022, with climate related infrastructure accounting for ~US$9 billion AUM globally.

Azure Capital acted as financial adviser to BlackRock Real Assets on the acquisition, including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.

Acquisition of a minority stake in Prolife Foods

On 11 March 2022, Finasucre SA (Finasucre) entered into agreements to acquire a minority stake in Prolife Foods Limited (Prolife) through direct equity and convertible notes.

Finasucre is a Belgian based producer of sugar and related products with operations in Europe, Asia, Australia and Africa and has been embarking on a series of investments aimed at diversifying its portfolio towards healthier food products, including in the production and processing of macadamia nuts in Australia.

With a mission to provide great food with obsessive service, Prolife is one of New Zealand’s largest healthy snacking businesses with operations in New Zealand, Australia and South East Asia and export markets around the world. It specialises in branded and self-selection products based around edible nuts for leading supermarket chains. It also owns an integrated Manuka honey business, a range of other branded product lines such as snack bars, chocolates and cooking ingredients, and has two manufacturing facilities in Hamilton, New Zealand and Melbourne, Australia. The Company was founded in 1984 and its growth has accelerated in the past 10 years as consumers have gravitated to healthier food choices and major supermarket chains have embraced its self-selection concept.

Finasucre’s investment will continue its diversification into healthy food and nut based products and will provide a partial exit for the founding family of Prolife, as well as capital for the growth of Prolife’s business. Azure acted as financial adviser to Finasucre.

Financing and sale of Elliott Green Power’s 302 MW Australian renewables portfolio

In April 2022, Elliott Green Power Limited agreed to sell its 100% interest in Elliot Green Power Australia (“EGP”) to Atmos Renewables. EGP owns three solar farms: 132MW Nevertire Solar Farm (NSW); 95MW Susan River Solar Farm (Qld); and 75MW Childers Solar Farm (Qld). EGP is also in late stages of developing three BESS projects at each solar farm with an aggregate capacity of 125MW / 250MWh.

Elliot Green Power Limited is managed by Elliott Management, a US-based fund manager with approximately US$32 billion AUM across a diverse portfolio.

Atmos Renewables is an investment company owned and managed by Igneo Infrastructure Partners (the infrastructure platform of First Sentier Investors), a global asset management group with approximately US$180 billion AUM across various asset classes.

Azure Capital and Natixis acted jointly as financial advisers to Elliot Green Power on the sale (assisting another lead financial adviser on sale) as well as acting jointly in relation to arranging the committed stapled debt financing facilities.

A$154.1m sale of plantation forestry estate to MEAG

On 12 May 2022, Midway Limited (Midway) signed an agreement to sell its existing 17,000-hectare plantation forestry estate in south-west Victoria, Australia to a client of MEAG, Munich Re’s asset manager, for A$154.1 million. As part of the sale agreement, MEAG has also committed to invest an additional A$200 million in development of new hardwood forestry plantations in Victoria, Australia over the next five years. Midway will provide ongoing plantation management services and also provide a binding offtake for all wood products from these assets.

ASX listed Midway is one of Australia’s largest wood fibre processors, involved in the production and export of wood fibre to producers of pulp and paper products throughout Asia.

The transaction has a material carbon element – the brownfield/greenfield assets are assumed to generate ACCUs (Australian carbon credit units) which represent a material component of the return for the greenfield assets (at circa 30% of the expected IRR). The sale of the existing plantation estate realises significant value for Midway shareholders and the MEAG greenfield commitment contributes towards the long-term-viability of the Midway’s processing and export facilities in Australia.

Azure acted as financial adviser to Midway in relation to the transaction.

Closing is expected to occur in the 3rd quarter of 2022 and is subject to Australian foreign investment approval.

US$52m acquisition of Qustodio

In May 2022 Family Zone Cyber Safety, an ASX-listed business focussing on providing cyber safety solutions to schools, students and families, announced the acquisition of Qustodio for US$52 million, representing a revenue multiple of c. 4.5x. Qustodio is a global leader in parental controls supporting c. 270,000 paid accounts with worldwide distribution and the ability to support 9 languages.

The combined Family Zone and Qustodio business will service approximately 11m students globally to generate annual recurring revenues of c. A$70m with forecast growth in excess of 30% p.a.. The acquisition significantly expands Family Zone’s capability and global footprint.

52% of the transaction consideration is payable upfront, in a combination of cash, vendor finance and Family Zone shares. Family Zone funded the upfront cash component through a fully underwritten placement of A$42m with the balance of capital raised being used to support continued growth of the combined group.

Azure acted as financial adviser to Family Zone on the acquisition including valuation, structuring, strategic advice and negotiation of relevant transaction agreements.

A$138m sale of Heron Resources to Develop Global

On 17 February 2022, it was announced that Develop Global Limited had entered a series of binding agreements to acquire Heron Resources Limited (Administrators Appointed) (“Heron”) for a combination of upfront and deferred payments.

Heron’s primary asset is its 100% owned, high grade Woodlawn Zinc-Copper Mine located 250km southwest of Sydney, New South Wales. Construction activities commenced in September 2017 and were completed in the June 2019 quarter. Commissioning activities were subsequently completed with ramp-up proceeding with the first lead and zinc concentrate produced, transported to and shipped from Port Botany and Port Kembla in September and October 2019. The asset was placed on care and maintenance in March 2020.

The transaction completed on 20 May 2022.

Azure acted as financial adviser to Heron on all aspects of the transaction.

A$182m acquisition by Pfizer Inc

ResApp Health Limited (ASX:RAP), a leading digital health company developing smartphone applications for the diagnosis and management of respiratory disease has entered into a binding scheme implementation deed with Pfizer Australia Holdings Pty Limited (a wholly-owned subsidiary of Pfizer Inc, a global biopharmaceutical company) (Pfizer), under which Pfizer will acquire 100% of the shares in ResApp Health Limited (ResApp) by way of a Scheme of Arrangement (the Scheme) for A$0.208 per share in cash (Scheme Consideration), representing a total equity value of approximately A$182 million.

The Scheme Consideration of A$0.208 cash per share represents:

• 131% premium to the ResApp closing price of A$0.09 per share on 8 April 2022, being the last trading day prior to announcement of the Scheme
• 133% premium to the 1 month volume-weighted average price (VWAP) to 8 April 2022
• 153% premium to the 3 month VWAP to 8 April 2022

ResApp is a leading digital health company developing smartphone applications for the diagnosis and management of respiratory disease. ResApp’s machine learning algorithms use sound to diagnose and measure the severity of respiratory conditions without the need for additional accessories or hardware. ResApp’s regulatory-approved and clinically validated products include ResAppDx, a smartphone-based acute respiratory disease diagnostic test for use in telehealth, emergency department and primary care settings; and SleepCheck, a smartphone application which allows consumers to self-assess their risk of sleep apnoea. Both products are CE Marked in Europe and TGA approved in Australia. For more information, please visit www.resapphealth.com.au.

Pfizer Inc (NYSE:PFE) is one of the world’s leading biopharmaceutical companies, with a portfolio of some of the world’s most well known medicines, vaccines, and therapeutics. It is a member of the Fortune 500 and one of the United States largest pharmaceutical and biotechnology companies with a market capitalisation of over US$293 billion.

Azure Capital acted as financial adviser to ResApp on the transaction, including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction documents.

US$378m sale of Prospect's 87% interest in the Arcadia Lithium Project

Prospect Resources Limited , an ASX-listed resources company focused on the exploration and development of battery and electrification related mining projects in Zimbabwe and the broader sub-Saharan African region, has completed the sale of its 87% interest in the Arcadia Lithium Project to Zhejiang Huayou Cobalt Co., Limited (Huayou) for upfront cash consideration of approximately US$378 million.

Huayou is a leading Chinese new energy materials producer with three major business segments (1) research, development and production of cathode materials, (2) research, development and production of battery precursor, and (3) development of battery metals resources. Huayou is listed on the Shanghai Stock Exchange with a market capitalisation of approximately US$22 billion. Huayou continues to execute on its proactive business development strategy to build a new energy materials business division, which includes significant investments in the lithium resources sector. Huayou has been operating two copper and cobalt mines in the Democratic Republic of Congo since 2007 and is investing in four nickel and cobalt projects in Indonesia with an expected annual production of 255kt of nickel and 20kt of cobalt by 2024.

The transaction was first announced on 23 December 2021 and following satisfaction of all conditions precedent, completed on 20 April 2022. Huayou also contemporaneously acquired the remaining 13% of the project from local Zimbabwean interests.

Successful defence of TGM hostile off-market takeover

In December 2021 Focus Minerals Ltd ("Focus") received an unsolicited, off-market takeover offer (“Offer”) from Theta Gold Mines Ltd (“TGM”). TGM’s initial Offer was comprised of TGM scrip, at an exchange ratio of 2 TGM shares for every 1 Focus share held on the date the Offer was announced. Upon substantial review of the offer materials various deficiencies and errors were identified by Azure and Focus’ Legal Counsel, resulting in TGM being required to issue supplementary and replacement Bidder’s Statements and ultimately increasing their Offer to 2.5 TGM shares for every 1 Focus share held on the date of the initial Offer.

Both offers were unanimously rejected by the Board of Focus due to the value being offered, TGM’s shares being unattractive and various transaction structure issues.

TGM’s Offer was ultimately unsuccessful and closed in March 2022 with TGM receiving acceptances of approximately 1.1% of all Focus shares, increasing their holding in Focus to approximately 2.2%.

Azure advised Focus on all aspects of the process including valuation, strategic advice, and defence tactics.

A$30m sale of Aqura Technologies

Veris Ltd has entered into a binding Share Sale Agreement with Telstra Purple, a wholly owned subsidiary of Telstra, to sell 100% of Veris’ wholly owned subsidiary, Aqura Technologies, for $30 million in cash.

Aqura Technologies is a specialist in the delivery of high-performance technology solutions across industrial wireless, enterprise communications and next-generation IoT which are critical for organisations with the adoption of digital transformation. Aqura is known for innovation, whether it is their technology approaches such as Private 4G and 5G LTE networks and or their commercial approaches which now offer in-house developed technology solutions via flexible As-A-Service models. Aqura’s markets include resources, oil & gas, industrial, commercial and defence sectors.

Telstra is an Australian telecommunications company which builds and operates telecommunications networks and markets voice, mobile, internet access, pay television and other products and services. It is a member of the S&P/ASX 20 and Australia’s largest telecommunications company by market share with a market capitalisation of over A$45 billion.

The sale of Aqura to Telstra Purple represents a unique opportunity for Aqura and its staff to continue to
accelerate the growth of Aqura’s proprietary technology solutions via access to Telstra’s sales and distribution
channels across a range of geographies and industries, coupled with unrivalled balance sheet strength to
underpin growth funding requirements.

The acquisition is expected to close on 28 February 2022.

Azure Capital acted as exclusive financial advisor to Veris Ltd.

US$22m MV Ocean Swagman sale and leaseback agreement with Wellard

On 4 July 2019 it was announced Wellard and Heytesbury had entered into an agreement whereby the Ocean Swagman would be sold to Heytesbury Singapore, a subsidiary of Heytesbury Holdings, before being chartered back by Wellard.
The Ocean Swagman (launched in 2009) is a technologically advanced, purpose-built livestock carrying vessel, and sailed its maiden voyage in January 2010. The vessel has the capacity to transport approximately 8,000 cattle or 25,000 sheep, or a combination of both.

The transaction was unanimously recommended by the Board, and approved by Shareholders at a general meeting on 25 October 2019.

Heytesbury, headquartered in Perth, West Australia is one of Northern Australia’s leading producers of quality export cattle. It has a herd of over 165,000 cattle on six stations spanning 2.7m hectares, and has been supplying Asian markets for over 30 years.

Wellard is an ASX-listed cattle exporter and vertically integrated agribusiness that connects producers of cattle, sheep and other livestock to customers globally through a vertically integrated supply chain. Heytesbury owns approximately 12% of Wellard shares.

Sale of the Gretel Solar Portfolio to Atmos Renewables

In December 2021, BlackRock Real Assets sold its 100% interest in the 240 MW Gretel Solar Portfolio (“GSP”) to Atmos Renewables. The GSP comprises the 180 MW Daydream Solar Farm and the 60 MW Hayman Solar Farm co-located in Queensland, Australia.

BlackRock is one of the world’s largest asset managers with approximately US$9.5 trillion of assets under management (“AUM”). The BlackRock Renewable Power team consists of +50 investment professionals, with approximately US$9 billion AUM and +300 wind and solar projects globally.

Atmos Renewables is an investment company owned and managed by First Sentier Investors (“FSI”). FSI is a global asset management group with approximately US$180 billion AUM across various asset classes.

Azure Capital and Natixis acted as financial advisers to BlackRock Real Assets on the sale including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.

Recommended takeover of Apollo Consolidated for A$181m

On 18 October 2021, Ramelius Resources Limited (“Ramelius”), an ASX listed mid-tier gold producer, announced a recommended off-market takeover offer for Apollo Consolidated Limited (“Apollo”) for $0.56 per Apollo share, comprising $0.34 in cash and 0.1375 Ramelius shares per Apollo share, representing a 36% premium to Apollo’s pre-announcement 10 day volume weighted average price.

Apollo is an ASX listed gold development company focused on the development of its 1.1 million ounce Lake Rebecca Gold Project in Western Australia.

Following a counter offer announced by Gold Road Resources on 21 October 2021, Ramelius revised its offer to $0.62 per Apollo share, comprising $0.34 in cash and 0.1778 Ramelius shares, and made its offer unconditional. The revised offer valued Apollo at A$181 million.

Ramelius successfully acquired a 50% controlling shareholding in Apollo on 12 November 2021 and reached the 90% compulsory acquisition threshold on 3 December 2021.

Azure acted as financial advisor to Ramelius on all aspects of the transaction.

A$740m acquisition of Meridian Energy Australia Group

In November 2021, Infrastructure Capital Group (“ICG”) and Shell Energy Operations Pty Ltd (“Shell”) (together the “Consortium”) agreed to acquire Meridian Energy Australia Group (“MEA”). The transaction reached financial close in January 2022 and MEA was acquired by the Consortium for a total consideration of A$740 million.

The Consortium will separate MEA, with Shell acquiring Powershop (MEA’s energy retail business), and ICG acquiring the wind, hydro and development assets including:

• Mount Millar Wind Farm, SA – 70 MW
• Mount Mercer Wind Farm, VIC – 131 MW
• Hume Hydro Power Station, NSW / VIC border – 58 MW
• Burrinjuck Hydro Power Station, NSW – 34 MW
• Keepit Hydro Power Station, NSW – 7 MW
• Rangoon Wind Farm, NSW – 108 MW (development)
• Hume BESS, NSW / VIC border – 20 MW / 40 MWh (development)

As part of the separation, Shell has agreed to acquire all output from the wind and hydro assets under various Power Purchase Agreements.

ICG is a leading Australian infrastructure manager, with approximately A$3.5 billion of equity under management and a diversified portfolio of infrastructure assets. The acquisition increases ICG’s operating renewable energy generation capacity under management to +1,100MW and expands the extensive development pipeline of opportunities to +2,750MW.

Azure acted as financial adviser to ICG on the acquisition, including the provision of valuation, structuring and strategic advice, procurement of portfolio debt financing and negotiation of relevant transaction agreements.

Acquisition of a 75% stake in Fintelligence for A$52.5m

On 30 November 2021 Australian Finance Group (“AFG”) announced the acquisition of a 75% stake in leading asset finance aggregator, National Finance Alliance Pty Ltd, trading as Fintelligence. The combined group will have more than 3,335 brokers and will deliver combined asset finance settlements of more than $1.7 billion per annum, based on combined, proforma results.

Under the transaction, Fintelligence will receive $52.5 million in cash upfront, funded primarily by a new corporate debt facility. AFG has an exclusive option to acquire the remaining 25% interest in Fintelligence over the next three and a half years with value linked to Fintelligence achieving agreed milestones. The transaction is expected to be EPS accretive (pre-synergies) in the first full year post integration and the proposed funding structure is expected to allow AFG to maintain its dividend policy.

The acquisition is subject to confirmatory conditions precedent, which AFG expects will be met in the ordinary course and is expected to complete by 31 December 2021.

AFG was established in 1994 and has grown to become one of Australia’s largest mortgage broking groups and leaders in financial solutions.

Azure acted as financial adviser to AFG including providing valuation, structuring, and strategic advice as well as support in negotiation of the relevant transaction agreements.

Sale of 19.2% shareholding in Talon Metals Corp. for C$80m

On 28 October 2021, Resource Capital Funds ("RCF") announced it had sold a 19.2% shareholding in Talon Metals Corp. ("Talon") to Pallinghurst Nickel International Limited ("Pallinghurst") for C$80m.

Following the transaction, RCF and Pallinghurst will be the two largest shareholders of Talon, holding 19.2% each.

Talon is a TSX-listed company focused on the development of the Tamarack nickel-copper-cobalt project in Minnesota, USA, which is held in a joint venture between Talon and Rio Tinto Limited. Talon is the operator of the joint venture and currently holds a 51% interest, with a right to earn up to 60%. Tamarack is one of the highest-grade undeveloped nickel sulphide projects globally and once developed, is expected to become a low-cost producer of critical minerals for the growing battery sector.

Pallinghurst is a leading global investor in the mining and metals sector with a focus on battery materials which facilitate the vital, global shift towards sustainable energy storage. Pallinghurst has invested over US$2.5 billion in equity for mining projects globally, in partnership with leading industry players and local governments.

Azure Capital and Natixis acted as corporate advisor to RCF in relation to the transaction.

A$125m placement

On 20 October 2021 De Grey Mining Limited (“De Grey”) announced a fully underwritten A$125 million placement (“Placement”).

The net proceeds from the Placement will be applied to completion of the Mallina Gold Project prefeasibility study for release H2 2022, resource extension drilling at Hemi and Regional deposits, resource definition and exploration drilling, operations support and pre-development capital expenditure items as well as corporate costs and general working capital.

The Placement was priced at $1.10 per share, representing a discount of 9% to the last closing price and an 8% discount to the 11-day VWAP since De Grey’s Mallina Gold Project Scoping Study was released to the ASX (“Scoping Study”). The Scoping Study confirmed average annual production for De Grey’s Mallina God Project of 427koz over 10 years and a pre-tax NPV 5% of $2.8b.

Azure acted as corporate adviser to De Grey on the Placement, including providing structuring and strategic advice, assisting with preparation of De Grey’s disclosure materials, and assisting with appointment of the joint lead managers and underwriters of the Placement, Canaccord Genuity (Australia) Limited and Argonaut PCF Limited.

A$32m equity raising and debt restructure

On September 24, 2021, Threat Protect Australia Limited (“Threat Protect” or “Company”) announced a A$32 million equity recapitalisation, conducted by way of a fully underwritten placement, and accelerated renounceable entitlement issue, and a concurrent debt restructure.

The funds raised will be used to reduce the Company’s existing debt, which will strengthen the balance sheet and reduce finance costs, and as funding to pursue growth opportunities and further business improvements.
The debt restructure included debt reduction through repayment, forgiveness and a debt for equity swap by way of underwriting across 3 lenders. Terms were renegotiated with the Company’s remaining lender, for approximately $27 million on a 2 year term.

The transaction is combined with a transformation and turnaround of the Company which includes a name change, consolidation, changes to the board and executive leadership, and a new business plan.

Threat Protect is Australia’s largest independent security monitoring provider, servicing approximately 75,000 wholesale and retail customers. It operates industry certified control rooms connected to fixed and mobile monitoring devices which can be used for security or a range of internet of things (IOT) applications. The Company intends to change its name to Intelligent Monitoring Group Limited to better reflect its broader range of operations and activities moving forward.

Azure acted as financial adviser to Threat Protect on the equity raising and debt restructuring, including providing valuation, structuring and strategic advice, negotiations with the lenders and the cornerstone underwriter, and assisting with preparation of the Company’s disclosure materials.

Successful defence of Webcentral hostile takeover and 249D process

In July 2021 Cirrus Networks Holdings Limited ("Cirrus") received a hostile, on market takeover offer from its largest shareholder Webcentral Limited (“Webcentral”). In August 2021, whilst the takeover was still live, Webcentral also launched a s249D process to remove 3 of Cirrus’ directors and replace them with Webcentral representatives. The resolutions failed to pass with Cirrus Directors retaining their positions.

The takeover offer was unsuccessful and closed in September 2021 with Webcentral remaining as the largest shareholder Cirrus.

Azure advised Cirrus on all aspects of the process including valuation, strategic advice, and defence tactics.

A$142m acquisition of Smoothwall

In August 2021 Family Zone Cyber Safety, an ASX-listed business focussing on providing cyber safety solutions to schools, students and families, announced the acquisition of Smoothwall for A$142 million, representing a revenue multiple of c. 4.7x. Smoothwall is the UK’s leading provider of K-12 digital safety solutions and an industry pioneer with a mature filtering product and has a c. 38% market share. Smoothwall has also developed a monitoring product that is expected to drive significant growth supported by recently announced regulatory changes in the UK. Smoothwall provides services to c. 12,500 schools, generates c. $A30m of recurring revenue and delivered EBITDA of c. A$7m in the financial year to March 2021.

The combined Family Zone and Smoothwall business will have annual recurring revenues of c. A$44m, service approximately 9m students and be a market leader in filtering and compliance, data analytics and monitoring, parental controls sectors and a leading challenger in classroom management.

Family Zone funded the acquisition through a fully underwritten institutional placement of A$71m and a pro-rata accelerated non-renounceable entitlement offer of A$75.4m to raise gross proceeds of a. A$146.4m.

Azure acted as financial adviser to Family Zone on the acquisition including valuation, structuring, strategic advice and negotiation of relevant transaction agreements.

A$140m equity raising, including A$34m strategic investment by Ganfeng Lithium

On 11 August 2021 Core Lithium Ltd (“Core”) announced a fully underwritten placement of A$91 million and a non-underwritten Share Purchase Plan (“SPP”) to raise up to a further A$15 million. In addition, Core announced it had secured a strategic equity investment of A$34 million from, and binding offtake with, Jiangxi Ganfeng Lithium Co., Ltd. (“Ganfeng”). Together, a total of A$140 million in new equity was raised by Core to fully fund the development of Stage 1 of Core’s Finniss Lithium Project (the “Project”) located in the Northern Territory.

The Placement and SPP were priced at A$0.31 per share, representing a 1% premium to Core’s 10-day VWAP, and the Ganfeng equity investment was priced at A$0.338 per share, representing a 10% premium to 10-day VWAP. The offtake is for the supply and delivery of 300,000 dry metric tonnes of spodumene concentrate from the Project over 4 years. Ganfeng is one of the largest producers of lithium in the world, with investments in high-quality lithium mineral resources across Australia, Argentina, Mexico and China.

Azure acted as financial adviser to Core on the equity raising, including providing valuation, structuring and strategic advice, assisting with negotiation of the Ganfeng agreements, assisting with preparation of Core’s disclosure materials, and assisting with appointment of the joint lead managers and underwriters of the placement, Canaccord and Bank of America.

A$160m merger with Gascoyne Resources

On 16 June 2021 Firefly Resources Limited (“Firefly”) and Gascoyne Resources Limited (“Gascoyne”) announced they had entered into a binding Scheme Implementation Deed, pursuant to which the two companies will merge by way of Scheme of Arrangement with Gascoyne to acquire 100% of the fully paid ordinary shares In Firefly. Firefly shareholders will hold approximately 32% of the merged entity, which will trade as Gascoyne Resources Ltd and is estimated to have a pro forma market capitalisation of $159.0 million, cash and equivalents of $33.0 million and bank debt of $17.5 million for a net cash position of $15.5 million as at 31 March 2021.

Firefly (ASX: FFR) is an ASX-listed focused gold exploration company with a portfolio of emerging projects located in some of Western Australia’s premier mining and exploration jurisdictions. The company’s flagship asset is the Yalgoo Gold Project (“Yalgoo Project”) which contains a JORC compliant gold resource of 196,000oz.
Gascoyne (ASX:GCY) is an ASX-listed gold mining and exploration company, based in Western Australia. Its flagship asset is the Dalgaranga Gold Project located approximately 65km from Mt Magnet.

The Merger will combine two gold companies with complementary assets in the Murchison region of Western Australia, unlocking a number of synergies by leveraging Gascoyne’s gold mining expertise and available processing infrastructure at Dalgaranga, for the benefit of Firefly’s highly prospective suite of assets including its Yalgoo Project which is located only 110km by road from Dalgaranga.

The Merger is unanimously supported by the Board of Firefly, with the transaction subject to customary conditions including approval being obtained from Firefly Shareholders. The Shareholder meeting is expected to be held in September 2021.

Azure Capital acted as financial adviser to Firefly on the transaction.

A$19m sale of TyreConnect to carsales.com

On 1 July 2021 Transport Ventures Pty Ltd, the 100% owner of TyreConnect Pty Ltd (“TyreConnect”), was acquired by carsales.com Ltd (“carsales.com”)

TyreConnect is a B2B platform for the distribution of car tyres to the Australian auto sector specialising in OEM car dealerships. TyreConnect is a new style of distributor using data, technology and logistics to bring about improved service levels to industry integrating into the supply chain with manufacturers, OEMs and clients. Founded in 2015, TyreConnect largely self-funded its growth which was achieved whilst prototyping the model, developing out the platform, and entering new capital city markets. Tyreconnect was recently appointed by 2 leading OEM car dealership groups to be their national supplier and operator of a new tyre program model in which they have white-labelled the platform and integrated with their ERP.

carsales.com (ASX: CAR) is the largest online automotive, motorcycle and marine classifieds business in Australia. Attracting more Australians interested in buying or selling cars, motorcycles, trucks, caravans and boats than any other classified group of websites. Together with its subsidiaries employing over 600 people in Australia, carsales develops world leading technology and advertising solutions that drive its business around the world. carsales.com has operations across the Asia Pacific region and has interests in leading online automotive classified businesses in Brazil, South Korea, Malaysia, Indonesia, Thailand and Mexico.

Azure Capital acted as corporate adviser to TyreConnect and advised on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.

Scheme of Arrangement with Altrad

On 19 July 2021, Valmec Limited (“Valmec”) and Altrad Australia Pty Ltd (“Altrad”) have entered into a Scheme Implementation Deed, under which Altrad intends to acquire Valmec by way of a Scheme of Arrangement ("Scheme"). The Scheme implies an equity value for Valmec of ~A$52.0 million (on a 100% basis) with Valmec Shareholders to receive A$0.413 per share in cash.

Valmec is a specialist contractor, providing in-house and niche end-to-end solutions covering design, construction, operations and maintenance services to the energy, resources and infrastructure sectors. The Company’s purpose is to deliver value through the asset lifecycle with a vision to be the most trusted specialist services group in the delivery of key projects, operations and maintenance services.

Altrad is a global leader in industrial maintenance services, delivering high value-add services to clients in multiple sectors, including Oil & Gas, Energy, Power Generation, Process, Environment and Construction. Privately owned and headquartered in France, Altrad employs around 36,000 people globally including approximately 1000 across Australia.

The Scheme is unanimously supported by the Board of Valmec, along with statements of intent to vote in favour of the Scheme from two major Valmec shareholders. The transaction is subject to customary conditions including approval being obtained from Valmec Shareholders and the Shareholder meeting is expected to be held in October 2021.

Azure Capital acted as financial adviser to Valmec on the transaction.

Sale of Hawaiki Submarine Cable to BW Group

In July 2021, Hawaiki Submarine Cable Limited Partnership and International Connectivity Services Limited (“Hawaiki”) entered into a sale agreement with BW Digital Pte Ltd, an affiliate of BW Group Limited, for an undisclosed price.

Hawaiki is a network of submarine cable systems linking Australia, New Zealand, American Samoa, Hawaii and Oregon, on the U.S. West Coast. Being carrier-neutral and independently owned, it offers many service and cost benefits for content and cloud service providers, Telcos, ISPs, and others.

BW Group is a leading global maritime company involved in shipping, maritime infrastructure, and new sustainable technologies. Founded in 1955, BW controls a fleet of over 400 vessels and other floating assets, including oil production, gas import terminals, wind-farm installation, and sustainability-linked investments in solar, batteries, biofuels and water treatment.

Initial Public Offering: market capitalisation of A$220m

DRA Global Limited ("DRA") is a diversified multi-disciplinary global engineering group with expertise in engineering, project delivery and operations management in the mining, metals and minerals processing industry.

Established in 1984 in South Africa, DRA has since developed a global business and in mid-2018 relocated its group head office to Perth, Australia, to better focus on expansion of its Australian and other international businesses.

To support organic and inorganic growth opportunities DRA pursued an IPO, and on 28 May 2021 lodged a prospectus offering up to 5.1 million shares at an offer price of A$3.95 per share to raise up to A$20 million.

DRA commenced trading on the ASX on 9 July 2021 with a market capitalisation of A$214 million.

Azure acted as financial adviser and managed the end-to-end process for the company.

A$288m acquisition of the Beryl and Manildra Solar Farms from New Energy Solar

In June 2021, Banpu Energy Australia Pty Limited ("Banpu Energy") signed an agreement with New Energy Solar Limited to acquire 100% of the 110.9 MWDC Beryl Solar Farm and 55.9 MWDC Manildra Solar Farm, both located in Central West New South Wales.

Banpu Energy is a subsidiary of BANPU Public Company Limited, a leading international versatile energy provider based in Thailand, with total assets of +A$12 billion and +1,073 MW of committed renewable energy projects. Banpu Energy focuses on decarbonisation projects, energy services and portfolio optimisation.

Azure acted as financial adviser to Banpu Energy on the acquisition, including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.

Strategic alliance with Volt Bank

On 3 June 2021 Australian Finance Group (“AFG”) announced it had partnered with Volt Bank (“Volt”) to form a strategic alliance following a $15 million investment into the current series capital raising to acquire a c. 8% stake. The strategic alliance will leverage Volt’s Banking as a Service (BaaS) offering, by providing a digital white-labelled mortgage product funded by Volt through AFG’s national network of ~3,000 brokers. AFG will leverage Volt’s digital banking and technology platform to drive AFG Securities credit decisioning, to increase the speed of loan assessments and allow its brokers to stay closer to customers, ahead of offering deposits through Volt. Volt’s personal finance manager technology will be made available to AFG’s Home Loan customers and all AFG broker customers.

Volt is an Australian neobank, offering direct banking exclusively online without traditional physical branch networks. The PFM app is aimed at making the customer’s day-to-day transactions a simpler proposition, while also providing a platform for customers to better manage their money and feel more empowered.

AFG was established in 1994 and has grown to become one of Australia’s largest mortgage broking groups and leaders in financial solutions.

Azure acted as financial adviser to AFG including providing valuation, structuring and strategic advice.

Sale of the 119 MW Willogoleche Wind Farm and establishment of the Australian Renewable Energy Trust

On 13 October, ENGIE Australia & New Zealand (“ENGIE ANZ”) announced the establishment of the Australian Renewable Energy Trust (“ARET”) and sell down of a 75% interest in ARET to Infrastructure Capital Group (“ICG”). ARET is a renewables partnership between ENGIE ANZ and ICG, aiming to facilitate the development, acquisition, construction and operation of Australian renewable energy assets (focusing on onshore wind and solar PV).

Upon transaction close, ARET will be seeded with the 119 MW Willogoleche Wind Farm, an operational wind project located in South Australia. ARET will also have exclusive rights to a pipeline of more than 1,300 MW of onshore wind and solar PV development projects throughout Australia.

ENGIE ANZ is a joint venture between global energy giant ENGIE (72%) and Japanese trading house Mitsui (28%). ENGIE and Mitsui have successfully collaborated with other investors on similar joint ventures and renewables platforms globally. Australia has been identified as a target country for ENGIE where it aims to grow its renewable portfolio to more than 2 GW by 2030.

ICG is a leading Australian infrastructure manager, with approximately A$2.5 billion of equity under management and a diversified portfolio of infrastructure assets. ICG has more than 575 MW of operating renewable energy generation capacity under management, and has been investing in renewable energy for over 15 years.

Azure Capital and Natixis acted as joint financial advisers to ENGIE ANZ including the provision of valuation, structuring and strategic advice, and the negotiation of relevant transaction agreements.

A$225m Senior Syndicated Debt Refinancing

In October 2020, Azure was the financial adviser to 7-Eleven Australia in relation to the successful closing a four year, $225 million financing agreement with a syndicate of three Australian banks, after a competitive tender process.

With generated sales of around $4 billion, the refinancing will be utilised for working capital, capital expenditure and general corporate purposes of the company.

A$150m sale of Millennium Minerals to Novo Resources

On 4 August 2020, TSX-V listed Novo Resources Corp (“Novo”) announced the acquisition of Millennium Minerals Limited (“Millennium”) from subsidiaries of the IMC Industrial Group (“IMC”). The transaction completed on 8 September 2020 following Novo finalising its equity and debt funding arrangements.

Millennium owns the Nullagine gold operations, located in the Pilbara region of Western Australia. The operations include several open cut and underground mines within 291km2 of mineral tenure, a 1.5Mtpa processing plant, tailings storage facility and other associated infrastructure. The plant and infrastructure are located approximately 10km south of Novo’s Beatons Creek gold project and will facilitate Novo’s transition to becoming a producing gold company.

The acquisition terms included A$60 million in cash, A$70 million in Novo shares and warrants (issued on the same terms as Novo’s equity financing), and deferred consideration valued at A$20 million, payable as a 2% royalty on future gold production by Novo.

IMC is a privately-owned industrial conglomerate based in Singapore. Azure acted as exclusive financial adviser to IMC on the transaction.

A$189 million refinance of The Carlyle Group by a syndicate led by Nomura

On 5 December 2019 Pioneer Credit Limited (ASX:PNC) announced it had entered into agreements with funds managed by The Carlyle Group under which Carlyle would buy Pioneer’s senior debt from its banks, who were seeking an exit following some financial difficulties, and its equity via a scheme of arrangement. Under the scheme, Pioneer Credit shareholders were to receive total consideration of A$1.82 per share, valuing the equity at $120 million and completion was expected in April 2020. The intent of the transaction was to privatise the Company with Carlyle as the new majority owner, alongside management.

The debt purchase took place but the scheme failed to complete. Carlyle cited a MAC (material adverse change) clause after the onset of Covid-19 and also alleged other defaults and insolvency against Pioneer. Pioneer refuted these, terminated the scheme agreement and commenced litigation against Carlyle. A settlement was then reached which included a standstill period to refinance the Carlyle debt.

With Azure’s assistance a syndicate of lenders comprising Japanese bank Nomura and several credit funds and private investors funded a new facility of $189 million to refinance Carlyle and fund growth, on 23 September 2020. In a challenging financing during Covid-19 for a company in distress, the facility includes multiple layers of capital and a minority rollover by Carlyle. It also required a restructure of the Company’s subordinated medium term notes.

Pioneer Credit is an ASX-listed company providing high quality, flexible, financial services to support everyday Australians out of financial difficulty.

Azure Capital advised Pioneer throughout the original sale process, the negotiations with Carlyle, the MTN restructure and the refinancing.

A$259m scheme of arrangement to acquire Zenith Energy with Pacific Equity Partners

In August 2020 Zenith Energy Limited ("Zenith") completed a scheme of arrangement where Infrastructure Capital Group, OPSEU Pension Plan Trust Fund ("OPTrust") and Pacific Equity Partners Secure Assets Fund ("PEP") formed a consortium to acquire Zenith.

Under the scheme, shareholders received offered A$1.05 per Zenith share in cash which equates to an enterprise value for the company of A$259 million.

Zenith is a Western Australian based company which provides remote power generation solutions, using thermal and sustainable fuel sources for predominantly mining projects in the Asia Pacific region. At the time it owned installed generation capacity of approximately 226MW.

Azure acted as financial adviser to consortium members OPTrust and Infrastructure Capital Group on the scheme, including providing valuation, structuring and strategic advice, and negotiating relevant transaction agreements.

A$90m equity raising, including $29m strategic investment

On 25 May 2020, Panoramic Resources Limited ("Panoramic") announced a fully underwritten institutional Placement and accelerated non-renounceable Entitlement Offer to raise approximately A$90m (collectively the "Offer"). As part of the Offer, established ASX-listed nickel producer Western Areas Limited will make a strategic cornerstone investment in Panoramic up to $29m via participation in the Placement and as sub-underwriter of the Entitlement Offer, resulting in a pro-forma shareholding of up to 19.9%.

The Offer was priced at A$0.07 per share, representing a 42% discount to the last closing trading price of A$0.12 and 21% discount to TERP of A$0.09. Funds raised from the Offer will be used to repay Panoramic’s existing secured and subordinated debt facilities and creditors, as well as fund initiatives designed to de-risk the restart of the recently suspended Savannah nickel-copper mine ("Savannah").

Panoramic is an ASX-listed Western Australian mining company which 100% owns the Savannah nickel, copper and cobalt mine located in the East Kimberley region of Western Australia. Panoramic has been producing from Savannah since 2004 and is currently focused on the development of the Savannah North orebody, which was discovered in 2014.

Azure acted as financial adviser to Panoramic on the Offer, including providing valuation, structuring and strategic advice, conducting the process to secure the strategic investor, negotiating relevant transaction agreements, assisting with preparation of disclosure materials, and overseeing the appointment of lead managers to the Offer.

Sale of a majority shareholding to Viburnum Funds

On 14 May 2020, Cranecorp Australia Holdings Pty Ltd ("Cranecorp") announced that it had secured a capital injection and new major shareholder through specialist industrials private equity investor, Viburnum Funds ("Viburnum").

Cranecorp was founded as Goldfields Crane Hire in Kalgoorlie, Western Australia in 1994. The business changed its name to Cranecorp Australia in 2014 as it expanded across Western Australia’s North West, to support major mining clients, and into the Perth industrial and manufacturing markets. The business has more than 135 assets and 175 staff and operates from eight locations across WA, providing shut down and maintenance lift services across the mining, oil and gas, utility, renewables and manufacturing sectors. Following the transaction, Cranecorp founder Rick Musarra will continue as a Director and significant shareholder.

Viburnum is a Perth-based specialist investor that targets investments in industrials businesses in the $50-$100m range with particular exposure to the mining, energy and resources sectors across the Asia Pacific region. Viburnum provides equity capital to profitable small and medium-sized companies to enable them to make acquisitions, pursue organic growth opportunities or to facilitate a shareholder buy-out or buy-in of the business.

The transaction is subject to customary conditions and is expected to close shortly.

Azure acted as corporate adviser to Cranecorp and advised on all aspects of the transaction including identifying Viburnum as a suitable partner, valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.

A$33m Recommended Takeover by Ibaera Capital

In September 2019, Ibaera Capital (“Ibaera”), a mining focused private equity fund, announced an unsolicited, on-market cash offer for Azumah Resources (“Azumah”), Ibaera’s joint venture partner in the 2.8 million ounce Wa Gold Project, located in northern Ghana.

Ibaera’s final offer of A$0.033 per Azumah share valued Azumah at approximately A$33 million, and represented a premium of approximately 136% to Azumah’s last traded price prior to the announcement of the offer, and a premium of approximately 18% to Ibaera’s initial offer price of A$0.028 per share.

Azumah’s Board recommended that shareholders accept the increased offer of A$0.033. On 6 February 2020, Ibaera announced that it had obtained acceptances of 90%, entitling it to proceed to compulsory acquisition of the remaining shares.

Azure advised Azumah on all aspects of the transaction including valuation and strategic advice, defence tactics, structuring and negotiation of the relevant transaction agreements and liaising with key Azumah shareholders to secure their support for the recommended transaction.

Acquisition of the Berrington Aged Care facilities

On 6 December 2019 it was announced Bethanie Care Group (Bethanie) had entered into a conditional agreement to acquire the Aged Care facilities known as Berrington Subiaco and Berrington Como. If all of the conditions are met, Bethanie expects to take over the operation of these Aged Care facilities in early 2020.

Berrington operate luxury aged care facilities in Perth, Western Australia, providing accommodation for 211 residents across two sites. Berrington entered voluntary administration in July 2019 following the maturity of a debt facility that was unable to be repaid or otherwise refinanced.

The transaction consideration was not disclosed, but includes Bethanie taking on more than A$100 million in Resident Accommodation Deposit liabilities (being bonds paid by residents upon entering the facilities, and subject to certain deductions, largely repayable upon departure).

Bethanie is Western Australia’s leading not-for-profit aged care, person-centred provider, with 34 locations in metropolitan Perth and regional Western Australia.

A$72m acquisition of Pit N Portal

On 29 January 2020 it was announced Emeco Holdings Limited (Emeco) had entered into a binding agreement to acquire Pit N Portal Mining Services and Pit N Portal Equipment Hire (together Pit N Portal) for an enterprise value of A$72.0 million. The consideration consists of A$62 million in cash and A$10 million in Emeco shares to be issued to the vendors. The acquisition represents an acquisition multiple of 3.6x FY19 Operating EBITDA. The cash portion is to be funded by an underwritten rights issue with completion of the transaction expected by the end of February 2020.

Established in 2002, Pit N Portal specialises in the provision of hard-rock underground mining equipment and services to the Australian underground mining sector. Core operations include equipment rental as well as mining services and maintenance solutions for underground mines across Australia. Pit N Portal operates the largest underground hard-rock equipment rental fleet in Australia. It has a high-quality asset base with over 400 pieces of equipment and employs more than 300 people across Australia.

Emeco was founded in 1972 and is Australia’s largest dedicated mining equipment hire company. Emeco is listed on the Australian Securities Exchange (ASX: EHL) and has market capitalisation of circa A$740 million. Emeco has operations in all key mining regions of Australia and its customers include mining companies and contractors across coal, gold, copper, bauxite and iron ore.

A$91m funding package for the Woodlawn Zinc-Copper Project

On 4 October 2019, Heron Resources Limited (“Heron”) announced it had secured a A$91 million funding package that will allow commissioning of its Woodlawn Zinc-Copper Project to be completed and see it through to positive cash flow operations.

The funding package consisted of:

1. A$35 million non-renounceable entitlement offer of new shares at A$0.20 per share, with an accelerated component to provide early funding;
2. US$35 million (A$52 million) convertible notes provided by Greenstone Resources LP, Orion Mine Finance Group and funds managed by Castlelake, L.P.; and
3. US$3 million (A$4 million) stream over zinc by-product.

The funding package was approved by shareholders at a general meeting on 5 December 2019 and the transaction completed on 24 December 2019.

Azure advised Heron on all aspects of the transaction, including providing valuation and strategic advice, and negotiation of the relevant transaction agreements.

A$158m Debt Facility Replacement

On December 20, 2019, Pioneer Credit Limited ("Pioneer") announced it had entered into an agreement with its existing senior financiers and The Carlyle Group ("Carlyle"), under which Carlyle would acquire the existing A$130m senior debt outstanding. In addition, Carlyle would provide interim funding of A$28m to fund ongoing investment in Purchased Debt Portfolios, special dividend payment and working capital as required.

Carlyle is a global alternative asset manager with US$222 billion assets under management across 362 investment vehicles. Founded in 1987 in Washington, DC, Carlyle has grown into one of the world’s largest and most successful investment firms, with more than 1,775 professionals operating in 33 offices across six continents. Since its inception in 1987, the firm has invested in more than 640 private equity transactions.

A$48m Acquisition of GBF Group

On June 18, 2019, Macmahon Holdings Limited (Macmahon) announced it had executed a binding agreement to acquire 100% of GF Holdings (WA) Pty Ltd and its subsidiaries (collectively referred to as the GBF Underground Mining Group) (GBF).

Macmahon is an ASX-listed company offering the complete package of mining services to miners throughout Australia and Southeast Asia. Macmahon’s extensive experience in both surface and underground mining has established the Company as the contractor of choice for resources projects across a range of locations and commodity sectors.

GBF was founded in 1988 and is a WA-based, private underground mining contractor with operations centered around the Goldfields region. GBF is forecast to generate FY20 revenue of circa $180 million and EBITDA of cira $20 million.

The transaction completed on 2 August 2019.

A$120m Acquisition of Connective Group

On 12 August 2019 AFG announced it has entered into a binding conditional implementation deed to merge with the mortgage aggregation business Connective Group Pty Ltd.

Under the transaction, Connective Group Pty Ltd will receive $60 million in cash and 30,886,441 AFG shares valuing the acquisition at $120 million, with AFG to primarily fund the cash component through a new corporate debt facility. The transaction is expected to be EPS accretive (pre-synergies) in the first full financial year post integration and AFG is currently expected to maintain a dividend payout ratio of between 60 and 80 per cent.

AFG was established in 1994 and has grown to become one of Australia’s largest mortgage broking groups and leaders in financial solutions.

Mortgage aggregator Connective Group has a network of over 3,600 brokers providing access to a range of financial products sourced from its panel of more than 50 lenders. Acting as an intermediary between lenders and borrowers, Connective Group offers services across residential, commercial and asset finance, as well as its own range of white label home loan products under the Connective Home Loans brand.

The combined group will create a significant national mortgage distribution network, with more than 6,575 brokers and combined mortgage settlements of $76 billion in FY19.

The transaction remains conditional upon a court validating the transaction as not being unlawful or able to be set aside (a non-customary condition), Connective Group Pty Ltd shareholder approval, approval from the Australian Competition and Consumer Commission and AFG Shareholder approval (if required), as well as other conditions typical of a transaction of this nature.

A$111m sale of a 50% share in the Central Norseman Gold Project to Pantoro Ltd

On 14 May 2019, Pantoro Limited (Pantoro) announced the acquisition of 50% of the Central Norseman Gold Project (CNGP) from Norseman Gold PLC (Norseman). Norseman and Pantoro will form an unincorporated joint venture whereby Pantoro will immediately take management control of CNGP, with a focus on returning CNGP to production in the near term.

CNGP is amongst the highest-grade goldfields mined in Australia with historic production exceeding 5.5 million ounces since discovery in 1894. The project contains an existing Mineral Resource of 4.4 million ounces and significant existing infrastructure.

The purchase consideration is staged as follows:

• A$10m in cash and A$20m in Pantoro shares payable on completion
• Deferred cash payments of A$5m payable 12 months after completion and A$10m payable 24 months after completion
• Pantoro to sole fund the first A$50m of project expenditure
• Norseman to receive a 1% revenue royalty (capped at A$6m)
• A$10m milestone payment to Norseman upon definition of a 1.8-million-ounce gold Ore Reserve

Pantoro is an ASX-listed high-grade Australian gold producer with two operating underground mines near Halls Creek in Western Australia.

The transaction completed on 9 July 2019.

A$45m sale of Keysbrook Mineral Sands Mine to Doral Mineral Sands

On June 28, 2019, the Voluntary Administrators of MZI Resources Ltd (MZI) announced that it had entered into a binding agreement for the sale of the Keysbrook Mineral Sands Mine (Keysbrook) to Doral Mineral Sands Pty Ltd (Doral).

The sale of Keysbrook will occur on a cash free and debt free basis (i.e. Resource Capital Fund VI L.P. and RMB Australia Holdings Limited (RMB) as secured lenders will release security over the sale assets prior to completion).

Doral is a Western Australian based company with existing mineral sands assets and processing operations located in the south-west of Western Australia. Doral is a wholly owned subsidiary of Iwatani Corporation of Japan.
Keysbrook is an integrated mineral sands mine located 70km south-west of Perth comprising a mine, processing plant and associated infrastructure to produce a heavy mineral concentrate. The concentrate is processed into final products under a toll treating arrangement with Doral at its nearby Picton Mineral Separation Plant, locate near Bunbury. Keysbrook, first opened in 2015, is the world’s largest primary producer of high value leucoxene.

The transaction completed on 1 July 2019.

Acquisition of outstanding shares in Advara

In March 2019, Adecco Holdings Pty Ltd (subsidiary of Swiss-based company, The Adecco Group, a global leader in HR services) acquired all of the outstanding shares for Advara Pty Ltd from a WA State Government-owned, Landgate. At the same time the parties negotiated a long term commercial arrangement between the Landgate and Advara.

The completion of the transaction and contractual restructure was completed in order to support the proposed partial commercialisation of Landgate, through procuring a service provider for Landgate’s automated land titling services.

Acquisition of Medical Media

In December 2018, Swift Media Limited (formerly known as Swift Networks Group Limited), the provider of communications, content and advertising solutions, announced its planned acquisition of the shares in Medical Channel Pty Ltd (trading as Medical Media). Swift acquired the outstanding shares in Medical Media for total consideration of $25 million (via a combination of upfront and performance shares).

Medical Media is an Australian digital-out-of-home media network which delivers content & advertising to over 5 million viewers every month through more than 2,300 digital screens, with a significant market share in medical practices. Medical Media brings a network of over 2,800 advertisers, expanding in hyperlocal and regional advertising and attracting a number of premium, national brands. Medical Media adds new audiences and infrastructure to Swift’s footprint, providing scale and the opportunity to generate new revenues through advertising.

The transaction completed on 15 February 2019.

Azure acted as corporate adviser to Swift and advised on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.

Acquisition of UIL Energy

In October 2018, it was announced that Strike Energy Limited (“Strike Energy”) entered into a binding agreement to acquire all of the shares in UIL Energy Limited (“UIL Energy”). The UIL Energy transaction consisted of the issue of 0.485 Strike Energy shares for each UIL Energy share held, as well as a commensurate offer for all outstanding preference shares and options.

The UIL Energy transaction was subject to Strike Energy raising a minimum of $13 million along with other customer conditions. Strike Energy raised approximately $14 million from international and local institutional and professional investors by way of a placement of new fully paid ordinary shares and a share purchase plan at a price of $0.115 per Strike Energy share.

The UIL Energy transaction completed following compulsory acquisition in January 2019.

Azure advised Strike Energy on all aspects of the transaction including strategic advice, bid tactics, structuring, equity raising, coordination of due diligence and negotiation of the relevant transaction agreements.

A$20m sale of the Wonmunna Iron Ore Project to Australian Aboriginal Mining Corporation

On 12 June 2018, Ascot Resources announced it had executed an agreement to sell Wonmunna Iron Ore Pty Ltd, Ascot’s wholly owned subsidiary that 100% owns the Wonmunna Iron Ore Project, to Australian Aboriginal Mining Corporation for total consideration of A$20 million and assumption of existing royalties payable to third parties.

Following satisfaction of various conditions precedent, the transaction completed in December 2018.

Azure advised Ascot on all aspects of the transaction including valuation and strategic advice, structuring, coordination of due diligence, shareholder management and communication, and negotiation of the relevant transaction agreements.

A$350m Project Finance Facilities to Fund the Development of the Thunderbird Project

Following the signing of a binding term sheet in October 2017, on 12 November 2018 Sheffield Resources Limited (Sheffield) announced the signing of a US$175m fully underwritten, syndicated facility agreement with Taurus Mining Finance for a seven year term loan (Taurus Facility).
Furthermore, in September 2018, Sheffield also announced that the Northern Australia Infrastructure Fund (NAIF) Board made an investment decision to offer financial assistance to Sheffield for its Thunderbird project via the provision of long term debt facilities totalling A$95 million (NAIF Facilities). The Facilities consisted of:

• A$30 million Project Development Facility (sitting pari passu with the Taurus Facility); and
• A$65 million Infrastructure Development Facility.

Azure led the transaction with Taurus and NAIF, advising Sheffield on all aspects including structuring and tactical advice, project finance financial modelling, preparation of marketing materials, investment proposals (for NAIF), coordination of due diligence and the production of the required third party reports, advocacy and support for the credit and approval process and the development and negotiation of the term sheets and full finance facility documentation (including intercreditor principles between NAIF and Taurus).

A$125m merger with Finsure following successful defence of the Firstmac takeover

In January 2018, it was announced that Goldfields Money Limited (“Goldfields Money”) entered into a binding transaction with Finsure Holdings Limited (“Finsure”). The Finsure transaction consisted of the issue of approximately 41 million Goldfields Money shares to Finsure at a subscription price of A$1.50 per Goldfields Money share as consideration for the acquisition of Finsure (subject to certain escrow restrictions).

The Finsure transaction was subject to receipt of Financial Sector (Shareholdings) Act (“FSSA”) approval from the Federal Treasurer for a single group to own greater than 15% of an Authorised Deposit-taking Institution (“ADI”). This was the first time ever that a transaction involving an ADI and requiring FSSA approval successfully completed. Goldfields Money also raised approximately $25 million from international and local institutional and professional investors by way of a placement of new fully paid ordinary shares.

Announcement of the Finsure transaction followed a hostile takeover offer from Firstmac Holdings Limited (“Firstmac”) in October 2017, which closed in December 2017 with no shares having been acquired.

The Finsure transaction completed in September 2018.

Azure advised Goldfields Money on all aspects of the transaction including valuation and strategic advice, defence tactics, structuring, engagement with APRA and the Federal Treasurer, coordination of due diligence and negotiation of the relevant transaction agreements.

Acquisition of G&S Engineering Services

In July 2018 it was announced that global engineering, project delivery and operations management group, the DRA Group (“DRA”) would acquire G&S Engineering Services Pty Ltd (“G&S”) from Calibre Group Limited.

The acquisition provides DRA’s Australian operations with increased scale, and increased exposure to the east coast of Australia where G&S is headquartered. The acquisition of G&S will also extend DRA’s procurement, project management, construction, commissioning and operations and maintenance capabilities in Australia.

The transaction completed on 6 August 2018.

Azure acted as corporate adviser to DRA and advised on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.

A$40m recommended takeover by Risco Energy

In May 2018, Risco Energy Investments (SEA) Limited (“Risco”), a private energy investment vehicle, announced an unsolicited, on-market cash offer for Tap Oil Limited (“Tap Oil”).

Risco’s final offer of A$0.091 per Tap Oil share valued Tap Oil at approximately A$40 million, and represented a premium of approximately 49% to Tap Oil’s last trading price prior to announcement of the offer. Tap Oil’s Independent Board Committee believed Risco’s initial offer of A$0.070 undervalued the company and was timed in advance of potential value enhancing events, including upcoming exploration, appraisal and development drilling, and accordingly, initially recommended that shareholders reject the offer. However, following an increase in the offer price to A$0.091, Tap Oil’s Independent Board Committee ultimately recommended that shareholders accept the offer.

Azure advised Tap Oil’s Independent Board Committee on all aspects of the transaction including valuation and strategic advice, defence tactics, structuring and negotiation of the relevant transaction agreements.

Strategic Investment

HiSeis Pty Ltd (HiSeis) was established in 2009 by Curtin University to commercialise the tools and techniques that have enabled the application of seismic technology to minerals exploration. HiSeis, whose clients include Northern Star, Independence Group, Evolution Mining, Lundin Mining, Anglo Gold Ashanti and more has grown revenues year on year at a rate of 30%, employs 30+ people and operates profitably.

Azure acted as corporate adviser to a syndicate of strategic investors who together acquired a controlling interest in HiSeis. The syndicate included a group of senior industry executives, ASX-listed mining services company Ausdrill, and other professional investors.

A$11m Strategic Investment from Australian Finance Group Limited

Thinktank Group Pty Ltd (Thinktank) is a private, Australia-based, non-bank commercial lender that manages a portfolio of A$750m in first mortgage commercial property loans.

On 19 April 2018 it was announced that ASX-listed Australian Finance Group Limited (AFG) had made a strategic investment of 30.4%, on a fully diluted basis, in Thinktank following the issue of 5m Thinktank shares for A$10.9m. In connection with the investment, AFG will distribute a white label commercial property product through its national network of +2,900 brokers.

Azure acted as corporate adviser to Thinktank and advised on all aspects of the strategic investment including valuation, structuring, coordination of due diligence and negotiation of the multiple transaction agreements.

A$175m Senior Syndicated Debt Refinancing

In January 2018, Azure was the financial adviser to 7-Eleven Australia in relation to the successful closing a three year, $175 million financing agreement with a syndicate of four Australian banks, after a competitive tender process.

With generated sales approaching $4 billion, the refinancing will be utilised for working capital, capital expenditure and general corporate purposes of the company.

Azure managed all aspects of the refinancing, having undertaken a review of the capital structuring options available to the company and subsequently running the competitive process through to successful completion.

A$4m Share Placement

On 16 October 2017, Neurotech announced an oversubscribed Share Placement to raise A$4m at an issue price of A$0.20.

Neurotech is focused on the development and commercialisation of regulated medical solutions for diagnosis and treatment of neurological disorders. Its flagship device, Mente Autism, is an independently certified medical device that provides neurofeedback therapy to children on the autism spectrum at home.

Azure acted as lead manager to the Share Placement.

A$70m Acquisition by Emeco Holdings

In October 2017 it was announced that ASX-listed Emeco Holdings (“Emeco”) would acquire Force Equipment Pty Ltd (“Force”) for A$69.8m.

Established in 1987, Force is a leading national provider of whole of mine fleet solutions, with workshops located in key Australian mining regions.

The transaction completed on 30th November 2017.

Azure advised Force on all aspects of the transaction including valuation and strategic advice, structuring, coordination of due diligence and negotiation of the relevant transaction agreements.

A$240m funding package for the development of the Woodlawn Zinc-Copper Project

On 30 June 2017, Heron Resources Limited (“Heron”) announced it had secured a complete A$240 million funding package for the development of its 100%-owned Woodlawn Zinc-Copper Project, located in New South Wales.

Heron is now fully funded through construction and ramp-up, with first production targeted for late 2018 / early 2019. The funding package comprised:

• US$60 million senior secured loan facility, US$16 million silver stream prepayment and A$29 million equity investment from Orion Mine Finance
• Existing shareholder Greenstone Resources providing a A$42 million equity investment
• Introduction of new strategic investor, Castlelake, L.P., providing a A$33 million equity investment
• A$32 million raised from new and existing investors in an oversubscribed placement
• A$5 million Share Purchase Plan to allow eligible existing retail shareholder participation

The transaction completed in September 2017.

Azure advised Heron on all aspects of the transaction, including providing valuation and strategic advice, coordination of due diligence and reverse due diligence, and negotiation of the relevant transaction agreements for both the debt and equity financings.

A$4m Underwritten Placement

In August 2017, Kalina Power Limited engaged Azure as Lead Manager and Underwriter to the exercise of up to 77,542,680 options in the Company exercisable at A$0.05 to raise a total of A$3.9m.

Kalina is a clean technology company which owns the Kalina Cycle© that utilises waste heat generated from industrial processes to produce electricity to supplement the purchased power requirements and thereby reducing the plants overall operating cost.

A$194m acquisition of mobile mining equipment from AMNT, in exchange for a 44% strategic shareholding in Macmahon

In May 2017, it was announced that Macmahon Holdings Limited (“Macmahon”) entered into a binding transaction with PT Amman Mineral Nusa Tenggara (“AMNT”). The AMNT transaction consisted of:

• Macmahon becoming the life-of-mine mining services contractor for AMNT’s Batu Hijau copper-gold mine in Indonesia, which is expected to generate revenue of US$2.9 billion over the life of the Batu Hijau operation;
• Macmahon acquiring mobile mining equipment from AMNT independently valued at US$145.6 million;
• The issue of approximately 954 million Macmahon shares to AMC (a subsidiary of AMNT) at a subscription price of A$0.203 per Macmahon share, as consideration for the acquisition of AMNT’s existing mobile mining equipment (subject to a 30-month escrow period) to be initially held by an Australian custodian to facilitate a buy-back mechanism;
• Buy-back mechanism allowing Macmahon to call for a buy-back of the shares held in escrow if the mining contract is cancelled for any reason during the first 30 months of operations; and
• Strategic alliance agreement between Macmahon and AMNT.

Announcement of the AMNT transaction followed a hostile takeover offer from CIMIC Group Limited (“CIMIC”) that closed in March 2017, and CIMIC’s eventual exit from the Macmahon share register in July 2017.

The AMNT transaction completed in August 2017.

Azure advised Macmahon on all aspects of the transaction including valuation and strategic advice, defence tactics, structuring, coordination of due diligence and negotiation of the relevant transaction agreements.

Offtake Agreement and Financing with Mineral Commodities

On 26 April 2017 it was announced that the GMA Garnet Group (GMA), an integrated garnet mining, processing, shipping, global marketing and distribution organisation providing the highest quality industrial garnet for the surface preparation and waterjet cutting industries, and Mineral Commodities Limited (MRC), a producer of zircon/rutile non-magnetic concentrate and ilmenite and garnet products, executed a binding heads of agreement (HOA) to amend the existing life of mine (LOM) offtake agreement (Offtake Agreement) for garnet concentrate from MRC’s Tormin mine in South Africa.

The agreed terms of the HOA represented a key milestone for both companies with MRC ensuring delivery of garnet concentrate to GMA under the Offtake Agreement and GMA securing additional stockpiling capacity at the Tormin site and the offtake from one of the key global garnet resources. Key terms agreed include:

• GMA to accept delivery of a minimum 210,000 tpa for the LOM, excluding 2017 whereby GMA will accept delivery of 240,000 tpa;
• US$5.2 million paid to MRC as pre-payment for initial garnet concentrate to be delivered to GMA during 2017;
• MRC to provide designated lease areas to stockpile GMA delivered garnet concentrate, and to provide for security for pre-payments on stockpiled garnet concentrate inventory; and
• Repayment of the existing loan provided by GMA to MRC, and related interest charges, to commence 30 days following execution of the HOA.

As announced by MRC on 26 May 2017, the companies subsequently entered into formal documentation.

Azure advised GMA on all aspects of the commercial arrangement including structuring, financial analysis/valuation, strategic advice and negotiation of the relevant commercial agreements.

Sale of a majority equity position to Allegro Funds

In May 2017 it was announced that Australian private equity fund manager, Allegro Funds, had completed the acquisition of a majority equity position in Terrex Seismic (“Terrex”), partnering with Terrex’s founder and Executive Director Steve Tobin.

For over 35 years, Terrex has been Australia’s leading provider of seismic acquisition services to the onshore oil and gas and minerals markets.

The transaction completed on 28 April 2017.

Azure advised Terrex Seismic on all aspects of the transaction including valuation, strategic advice, structuring and negotiation of the relevant transaction agreements.

A$330m acquisition of the Southern Cross Operations

In February 2017, it was announced that Shandong Tianye Group had entered into a binding Share Sale Agreement to acquire 100% of the shares in Hanking Australia from China Hanking Holdings Limited.

Hanking Australia holds the Southern Cross Gold Mine, which produces more than 100,000 ounces of gold per annum.

The Guarantor to the transaction was the founder and controlling shareholder of Shandong Tyan Home Co., Ltd, a listed company on the Shanghai Stock Exchange and parent company to Minjar Gold.

The transaction completed in April 2017.

Azure advised Minjar and Shandong Tianye on all aspects of the transaction including valuation and strategic advice, structuring, coordination of due diligence and negotiation of the relevant transaction agreements.

A$52m Capital Raising

On 3 April 2017, Wellard Limited (Wellard, ASX:WLD) announced a fundraising transaction to raise approximately $52 million (before costs). The fundraising comprised of:

• a placement of 25 million new shares to sophisticated and institutional investors at $0.24 per share to raise $6 million (Placement);
• a fully underwritten non-renounceable pro rata entitlement offer on a 1-for-4 basis at an issue price of $0.185 per share to raise approximately $19.7 million (Entitlement Offer); and
• the issue of US$20 million in convertible notes in 2 tranches to raise approximately $26.3 million (Convertible Notes).

Azure acted as financial adviser to Wellard with regards to the fundraising and managed the end-to-end process for the company.

After successfully completing the Placement and issuance of Tranche 1 of the Convertible Notes, the Entitlement Offer is due to close in mid May 2017 with tranche 2 of the Convertible Note due to close in early June 2017 following a shareholder meeting.

Demerger and A$13m Initial Public Offering

Ardea Resources Limited (Ardea) was incorporated by its parent company, Heron Resources Limited (Heron), following a decision by the Heron Board to spin out its extensive portfolio of non-Woodlawn exploration and development assets. In November 2016, Ardea entered into an agreement with Heron to acquire 100% beneficial ownership of these assets.

On 9 November 2016, Ardea issued a prospectus offering up to 30 million new shares to be issued at a price of A$0.20 per Share to raise a maximum of A$6 million, with a minimum of A$3.5 million to be raised.

Azure acted as financial adviser to Ardea and managed the end-to-end process for the company including initial advice on the transaction strategy and structure and appointment of lead managers to the issue.

The offer closed with Ardea successfully raising over A$5 million and commencing trading on the ASX on 7 February 2017.

A$20m Sale of Reward Project

Rox Resources Limited (“Rox”) owned a 49% joint venture interest in the high grade Reward zinc-lead project in the Northern Territory, with the other 51% owned by Teck Australia Pty Ltd (“Teck”). Following a decision to seek offers for Reward, in July 2016 Rox announced that it had entered into an exclusivity agreement to sell its interest in Reward to IMI Medical Limited, subject to Teck’s pre-emptive rights. In August 2016, Rox announced that it had received and accepted a superior offer for Reward from Marindi Metals Limited, also subject to Teck’s pre-emptive rights. In October 2016, Rox announced that Teck had elected to exercise its pre-emptive rights.

Definitive sale agreements between Rox and Teck were executed in January 2017 and the sale to Teck completed in February 2017, with Rox receiving upfront cash consideration of $16.0m. A further $3.8m in cash is due to be paid to Rox on the earlier of a Bankable Feasibility Study and expiry of 6 years.

Azure acted as financial adviser to Rox Resources on the sale transaction.

Sale of Craigcare Group to Bain Capital Credit

In February 2017, it was announced that Bain Capital Credit, part of Bain Capital, had entered into an agreement to buy 100% of the WA-based aged care service provider, Craigcare Group Pty Ltd (“Craigcare”).

Craigcare has been a family run business for more than 44 years providing quality aged care services for over 580 residents in Western Australia and Victoria.

The transaction completed on 1 March 2017.

Azure advised Craigcare on all aspects of the transaction including valuation and strategic advice, structuring, coordination of due diligence and negotiation of the relevant transaction agreements.

Acquisition of 20% JV Interest by Gascoyne Resources

Under the terms of the joint venture agreement governing the Dalgaranga gold project, 20% JV partner Jaime McDowell had 20 business days following completion of a Definitive Feasibility Study (“DFS”) by 80% JV partner Gascoyne Resources Limited (“Gascoyne”) to decide whether to continue to participate in the JV and contribute pro-rata his share of capital, or convert his JV interest into a 2% NSR royalty. Gascoyne released a DFS for Dalgaranga on 25 November 2016.

On 22 December 2016, Gascoyne announced that it had reached agreement to acquire Jaime McDowell’s 20% JV interest. Transaction consideration comprised $4.5m and 11.0m Gascoyne ordinary shares (with a value at closing of ~$5.8m) upfront, and a deferred payment of $1.5m payable upon production of 30,000 ozs from the project.

Azure acted as financial adviser to Jaime McDowell on the transaction.

Acquisition of EMC by Carnegie Clean Energy

Following Carnegie Clean Energy’s (“Carnegie”) $4.5m investment in emerging Western Australian-based renewable development group, Energy Made Clean (“EMC”), in April 2016, in October 2016 Carnegie announced that it had agreed to acquire the 65% of EMC it did not own from founder John Davidson. The consideration comprised $1.6m in cash and 297.1m Carnegie ordinary shares (with a value at closing of ~$12.0m) payable upfront, and a further $1.0m in cash tied to performance hurdles.

Following receipt of Carnegie shareholder approval, the transaction completed in December 2016.

Azure acted as financial adviser to John Davidson and EMC on the transaction.

A$15m Share Placement

On 16 December 2016, Tellus Holdings Ltd announced the completion of a share placement raising A$15m at an issue price of A$0.75 per share.

Tellus is an infrastructure development company in the business of creating economic, social and environmental value from waste, salt and clay resources.

Azure acted as a co-manager to the share placement.

A$7m Initial Public Offering

In November 2016, Neurotech International Limited completed a A$7m Initial Public Offering at A$0.20 per share and was admitted to the Australian Stock Exchange.

Neurotech is focused on the development and commercialisation of regulated medical solutions for diagnosis and treatment of neurological disorders. Its flagship device, Mente Autism, is an independently certified medical device that provides neurofeedback therapy to children on the autism spectrum at home.

Azure acted as the lead manager and financial adviser on two pre-IPO investment rounds for Neurotech in 2015 and 2016, and continued in this role to see the company through its IPO and most recent capital raising.

A$4.5m Convertible Note

In November 2016, Innovative Asset Solutions Group (IAS Group) entered into a A$4.5 million convertible note facility to help with the expansion of the businesses service lines and provide general working capital.

IAS Group is an oil and gas services business that provides innovative brownfields asset preservation, repair and decommission solutions.

Azure acted as lead manager and corporate adviser to IAS Group on this transaction.

Sale of St John of God Pathology to Australian Clinical Laboratories

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On 22 June 2016, St John of God Health Care (SJGHC) announced that it had entered into an agreement to sell its pathology division, St John of God Pathology (SJGP) to Australian Clinical Labs (Clinical Labs). SJGP is the fourth largest pathology provider nationally with 19 laboratories, over 180 collection centres and more than 1,200 employees operating in Victoria and Western Australia. Clinical Labs is majority owned by Sydney based private equity firm Crescent Capital Partners.

As part of the agreement, SJGHC will acquire a minority shareholding in Clinical Labs. Clinical Labs will also have a long term contract to provide pathology services to SJGHC hospitals.

The transaction completed on 10 October 2016.

Azure Capital advised St John of God Health Care on all aspects of the transaction including valuation and strategic advice, structuring, coordination of due diligence and negotiation of the relevant transaction agreements.

On 22 June 2016, St John of God Health Care (SJGHC) announced that it had entered into an agreement to sell its pathology division, St John of God Pathology (SJGP) to Australian Clinical Labs (Clinical Labs). SJGP is the fourth largest pathology provider nationally with 19 laboratories, over 180 collection centres and more than 1,200 employees operating in Victoria and Western Australia. Clinical Labs is majority owned by Sydney based private equity firm Crescent Capital Partners.

As part of the agreement, SJGHC will acquire a minority shareholding in Clinical Labs. Clinical Labs will also have a long term contract to provide pathology services to SJGHC hospitals.

The transaction completed on 10 October 2016.

Azure Capital advised St John of God Health Care on all aspects of the transaction including valuation and strategic advice, structuring, coordination of due diligence and negotiation of the relevant transaction agreements.

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Strategic Equity Investment in Triton Minerals

On 8 July 2016, the creditors of Triton Minerals Limited resolved to execute a deed of company arrangement (DOCA) to effect a recapitalisation comprising a A$6.3m placement to Minjar Gold (or its nominee) and a A$7.9m underwritten entitlement issue, pursuant to which Minjar Gold (or its nominee) would become a 19.9% shareholder in Triton.

The placement was ultimately made to Minjar’s parent company, Shandong Tianye Mining Co. Limited (as Minjar’s nominee) and on 23 September 2016, the voluntary administrators of Triton announced that the DOCA had been successfully implemented.

Triton Minerals owns the Ancuabe Graphite Project in Mozambique, which has been identified as a promising project in terms of grade, flake size distribution amongst others. The funds raised are being applied to progress the further development of Ancuabe.

Azure Capital advised Minjar and Shandong Tianye on all aspects of its investment including valuation, strategic advice, structuring and negotiation of the relevant transaction agreements.

Brisbane Markets Limited Sell-Down

As part of the industry bid for Market City by Perth Markets Limited (PML), cornerstone investor Brisbane Markets Limited granted an option over 5 million securities, which would allow other industry-affiliated and Western Australian-based investors the ability to acquire an additional interest in PML. The call option was exercised in September 2016 and all 5 million securities were transferred to new and other existing PML investors.

Azure acted as lead manager to the sell-down.

A$31m Transaction with Murray Zircon and Guangdong Orient Zirconic

In June 2016, Image Resource NL (“Image”) completed a transformational transaction with Murray Zircon Pty Ltd (“Murray Zircon”) and Murray Zircon’s major shareholder, Shenzhen Stock Exchange listed Guangdong Orient Zirconic Ind Sci & Tech Co., Ltd (“Orient Zirconic”), to facilitate the development of Image’s flagship Boonanarring mineral sands project, located in the Perth Basin.

The transaction was comprised of the following key elements:

• Acquisition by Image of a wet plant and associated assets from Murray Zircon, in exchange for 42% of Image’s expanded share capital being issued to Murray Zircon (valued at A$17m). A further 5% of Image will issued to Murray Zircon if a decision to mine is reached and project finance secured within 2 years of completion
• A$4m working capital loan from Murray Zircon to Image, to facilitate development activities at Boonanarring
• A zircon products offtake agreement between Image and Orient Zirconic for 90% of all zircon products produced by Image at market prices
• US$8m prepayment facility provided by Orient Zirconic to Image, drawable following first production from Boonanarring, and
• A call option in favour of Image to purchase a dry mineral separation plant from Murray Zircon, located at its South Australian Mindarie project

Azure advised Image on all aspects of the transaction, including assessment and valuation, transaction structuring, due diligence, negotiation of commercial terms, and the process through to completion (including securing relevant approvals).

A$3.5m Share Placement

On 15 June 2016, Norwood announced a Share Placement to raise A$3.5m at an issue price of A$0.035 with a 1 for 3 attaching option exercisable at A$0.055.

Azure acted as lead manager to the Share Placement.

A$11m Demerger and Initial Public Offering

Graphex Mining Limited (Graphex) was incorporated by its parent company IMX Resources Limited (IMX) in January 2016, following a decision by the IMX Board to spin out its graphite assets.

On 15 March 2016, Graphex entered into an agreement with IMX Resources to acquire 100% beneficial ownership of five Prospecting Licenses in Tanzania, including the Chilalo Graphite Project.

On 4 April 2016, Graphex issued a prospectus offering up to 35 million shares to be issued at a price of A$0.20 per Share to raise A$7 million valuing Graphex at A$11 million.

Azure acted as financial adviser to IMX and Graphex and managed the end-to-end process for the company including initial advice on the transaction strategy and structure and appointment of lead managers to the issue.

The offer closed oversubscribed and Graphex successfully commenced trading 14 June 2016 with the share price closing at an 82.5% premium to the issue price.

A$4.5m Strategic Investment by Carnegie Wave Energy

In April 2016, Carnegie Wave Energy Limited (“Carnegie”) completed a strategic investment in the emerging Western Australian-based renewable development group, Energy Made Clean (“EMC”).

The transaction comprised 3 parts:

1. The acquisition by Carnegie of a 15% interest in EMC in exchange for A$1.5m in Carnegie scrip
2. A$3.0m investment by Carnegie in EMC, taking its combined shareholding to 35%
3. A strategic alliance between EMC and Carnegie, pursuant to which the parties will share resources, skills and expertise to pursue renewable energy projects that require a combination of wave, solar and energy storage technologies

Azure acted as financial adviser to EMC on the transaction.

Acquisition of Belrose Care by MercyCare Limited

On 29 July 2016, MercyCare Limited (MercyCare) announced it had acquired four residential aged care facilities and services from Belrose Care. The facilities, which are located in Joondalup, Kelmscott, Maddington and Rockingham, ultimately increase MercyCare’s resident numbers from 113 to 500.

The transaction successfully completed on 27 September 2016.

Azure Capital advised MercyCare on all aspects of the transaction including valuation and strategic advice, structuring and negotiation of the relevant transaction agreement.

A$1m Share Placement

In April 2016, Neurotech International Limited completed a $1m pre-IPO capital raising at A$0.16 per share.

Neurotech International Limited was incorporated as the Australia holding company for European based medical device and solutions company AAT Research Ltd ahead of its planned IPO on the ASX.

Azure acted as the lead manager and financial adviser to the capital raising.

A$56m Equity Capital Raising and A$87m Term Loan and Deferred Payments to Finance the Acquisition of Perth Markets

In March 2016 Perth Markets Limited (“PML”), a consortium led by the Chamber of Fruit and Vegetable Industries, successfully completed the acquisition of WA’s largest wholesale fruit and vegetable market, Market City, from the Government of Western Australia for $135.5 million, including a $56.4 million equity capital raising. The capital was sourced from a diverse group of industry investors including growers, wholesalers, industry groups and other national market operators. Market City is situated on a 51 ha parcel of freehold land located in Canning Vale.

PML also secured debt facilities of $77.3 million from the NAB to fund the acquisition and working capital requirements as well as arranging a $10m deferred vendor finance payment due to the State.

Azure advised PML on all aspects of the financing from initial engagement with potential lenders, structuring of the funding and negotiation of the facility agreement and acted as lead manager to the capital raising process.

A$136m Acquisition of Perth Markets from the Government of Western Australia

In March 2016 Perth Markets Limited (“PML”), a consortium led by the Chamber of Fruit and Vegetable Industries, successfully completed the acquisition of the state’s largest wholesale fruit and vegetable market, Market City, from the Government of Western Australia for $135.5 million, including arranging all of the debt and equity finance required to fund the acquisition. Market City is situated on a 51 ha parcel of freehold land located in Canning Vale.

Azure acted as lead corporate adviser throughout the transaction process.

A$3m Convertible Note

In January 2016, Aurigen Group entered in to a A$3 million convertible note facility with Sunset Capital. Aurigen used the proceeds to finance the acquisition of the Matera3 skip bin business, expansion of the existing facilities and working capital.

Aurigen is a diversified waste management business that specialises in the collection, receipt, processing, recovery and commodity trade of waste. It has existing sites in Maddington and Bayswater with the option to develop a fully approved Class II landfill in Cullalla.

Azure acted as financial adviser to Aurigen on this transaction.

Refinancing of Syndicated Corporate Debt Facility

Austal Limited (Austal) is an ASX300 global defence prime contractor and a designer and manufacturer of defence and commercial ships. On 20 November 2015, Austal announced it had successfully entered three year financing agreement with a syndicate of two major Australian and two major US banks, after a competitive tender process.

The multi-tranche, multi-option and multi-currency refinancing retained a similar structure to the existing facilities, and comprised three key components – a revolving credit facility, a contingent instrument facility and letters of credit. The letters of credit were used to provide credit support to Gulf Opportunity Zone Bonds (Go Zone Bonds), which are a form of tax-exempt indebtedness that was authorised by the US Federal Government to incentivise private investment in infrastructure in geographical areas that were affected by Hurricane Katrina in 2005. The Go Zone Bonds mature in 2041.

Azure was the independent financial adviser to Austal with regard to the refinancing, undertaking a full review of financing options available to Austal and running the competitive process which ultimately achieved more favourable and flexible terms compared to Austal’s previous facility, and improved pricing from the start of the process.

A$34m Acquisition of Leisure Assets from Aspen Parks Property Fund

In September 2015, RAC Tourism Assets Pty Ltd (RAC) acquired three properties in north-west Western Australia from Aspen Parks Property Fund. The acquisition price of the tourism accommodation properties – Monkey Mia Dolphin Resort in Shark Bay, Exmouth Cape Holiday Park in Exmouth and Ningaloo Reef Resort in Coral Bay – was in line with the book value as at 31 December 2014 (A$34m).

Azure introduced the opportunity to RAC and advised RAC on all aspects of the transaction from assessment and valuation of the opportunity through to the structuring, due diligence and negotiation of the business sale agreement.

A$1.6b Acquisition by TPG Telecom by Scheme of Arrangement

On 13 March 2015, iiNet Limited (“iiNet”) and TPG Telecom (“TPG”) announced they had entered into a Scheme Implementation Agreement to acquire the iiNet shares that TPG does not own, by way of a scheme of arrangement (“Original TPG Proposal”). Under the Original TPG Proposal, iiNet shareholders would receive an all cash consideration of $8.60 per share.

On 6 May 2015, following the receipt of an alternative competing proposal from M2 Group Ltd (“M2″), iiNet and TPG announced that they had reached an agreement on the terms of an improved proposal by TPG and had entered into a revised Scheme Implementation Agreement reflecting the improved proposal (“Scheme”). Under the improved Scheme, iiNet shareholders would receive a total consideration of at least $9.55 per share.

A key feature of the Scheme was the ability for iiNet shareholders to elect to receive their scheme consideration in cash or in TPG shares (subject to a cap). The total consideration paid to iiNet shareholders also included a fully franked special dividend of $0.6914 per iiNet share that provided those Australian tax resident shareholders some additional benefit from the franking credits attached to the special dividend, subject to their personal tax circumstance.

The total consideration of at least $9.55 per iiNet share (excluding the additional potential benefit of franking credits), represented:

• 40% premium over the closing price of iiNet shares on the 12 March 2015 of $6.81;
• 45% premium over the 30 day VWAP of iiNet shares on the ASX up to and including 12 March 2015 of $6.58;
• CY14 EV/EBITDA multiple of 10.0x, a significant premium to multiples paid in recent comparable change of control transactions for consumer fixed line telecommunications businesses; and
• CY14 PE multiple of 23.8x, a materially higher multiple than iiNet’s historical trading levels.

On 27 July 2015, iiNet shareholders voted in favour of the scheme, with 95.09% voting for compared to 4.91% voting against the resolution, representing a total of 105,823,861 shares voted at the meeting.

On 20 August 2015, the ACCC announced that it would not oppose TPG’s proposed acquisition of iiNet.

On 21 August 2015, the Federal Court of Australia approved the scheme of arrangement.

The Scheme brought together two of Australia’s iconic ISP challenger brands and the clear outperformers of the telecommunications sector over the last 5 years. The combination of iiNet and TPG will see both brands running alongside each other on TPG’s impressive national telecommunications infrastructure network, which will provide substantial benefits for customers of the combined group.

Azure advised iiNet, a longstanding client, on all aspects of the scheme, including the assessment and valuation of each proposal from TPG and M2, defence tactics and negotiation of the Scheme Implementation Agreement, as well as assisting with iiNet shareholder, ACCC and Court approvals and completion.

Sale of New Zealand Iron Sands Assets

On 17 August 2015, Rio Tinto completed the divestment of its interest in the New Zealand Ironsands Project Joint Venture.

Rio Tinto engaged Azure Capital to manage the divestment including bid solicitation, negotiation and documentation.

Acquisition of CKA Risk Solutions by Willis Group

On 20 August 2015, Willis Group announced the acquisition of CKA Risk Solutions Pty Ltd (CKA). Based in Perth, CKA is a leading WA based independent corporate insurance broking company.

Established in 2004, CKA has grown rapidly over the last 10 years and currently holds approximately 1,200 accounts. Their clients are typically mid-market to large public and private companies. In FY2014, the company placed close to 5,000 insurance policies.

CKA engaged Azure Capital to examine ways to accelerate growth for the company, including through a potential sale. Azure advised CKA on all aspects of the sale through to completion, from the identification and assessment of potential buyers to valuation and transaction execution.

€1.5M Share Placement

In August 2015 AAT Research Limited completed a €1.5m share placement at €60 per share.

AAT Research Limited is a European based medical device and solutions company.

Azure acted as the lead manager and financial adviser to the capital raising.

A$72m Joint Venture with Tanami Gold

In February 2015, Northern Star Resources announced a transaction with Tanami Gold NL to progressively acquire up to a 100% interest in the Central Tanami Project (CTP), including an initial 25% for A$20million, the right to earn a further 35% by sole funding all expenditure and costs required to bring the project back into production, and two put options to acquire the remaining 40% for a combined A$52 million. Upon completion, Northern Star Resources and Tanami formed an unincorporated joint venture (JV) and Northern Star Resources became the JV manager.

The Transaction was approved by Tanami shareholders in April 2015 and the first 25% was acquired by Northern Star Resources in July 2015.

Azure was appointed corporate adviser to the transaction.

Reverse Takeover of Monteray Mining and A$6m Share Placement

In December 2015, Monteray Mining Group Limited announced it had entered into an agreement to acquire Norwood Systems Pty Ltd via a reverse takeover. In conjunction with the transaction, an additional $5.5 million in equity was also raised via a public offer.

Norwood has developed service platforms that provide business and consumer travellers with seamless access to high-quality, low-cost voice global telecommunications services.

The transaction was completed in June 2015 and Monteray Mining Group Limited was renamed Norwood Systems Limited.

Azure acted as lead manager and corporate adviser to both the transaction and capital raisings.

A$23m Mezzanine Debt Facility from ADM Capital

Yeeda is Western Australia’s largest vertically integrated red meat production, processing and distribution business.

In May 2015, ADM Capital and Yeeda announced its shareholders entered into a A$23million mezzanine loan facility with a Hong Kong based fund (ADM Capital). Yeeda’s shareholders used the proceeds to redeem of the company’s redeemable preference shares. Azure ran the successful financing process creating enough competitive tension from multiple potential mezzanine finance providers to allow attractive terms to be negotiated, including:

• Voluntary prepayment at any time subject to first year make-whole
• No financial covenants

Azure acted as financial adviser to Yeeda’s shareholders on this transaction.

A$10m Convertible Note

In December 2014, Orbital announced its intention to issue up to 200 convertible notes with a face value of $50,000 per note to raise up to $10.0 million. Orbital is an innovation company with 30 years’ experience in advanced technology, product development and commercialisation.

The net proceeds raised pursuant to the convertible note issue will be applied towards the acquisition funding and working capital requirements associated with the acquisition of REMSAFE Pty Ltd.

The transaction was completed in April 2015 with a total of $10.0 million raised.

Azure acted as lead manager and corporate adviser to the transaction.

US$33m Financing and Debt Restructure Package

Mawson West Limited (Mawson West) is a copper and silver-focused resource company listed on the TSX and based in Perth, Australia. Its two key projects are the Dikulushi copper-silver mine and the Kapulo copper mine located in the Katanga province in South Eastern Democratic Republic of Congo.

On 11 December 2014, Mawson West announced a US$33.4 million financing and debt restructuring package with Galena Asset Management S.A. and its affiliate entity Trafigura Pte Ltd. The proceeds of the financing and the amendments to the debt facility will be used to provide the Company with sufficient working capital to manage the ramp-up of the Kapulo copper mine and strengthen its balance sheet.

Azure acted as Corporate Adviser to Mawson West on the transaction, which involved negotiating and structuring the financing package and the management of the entire process. Mawson West shareholders approved the package on 25 February 2015 and funds were received shortly thereafter.

A$8m Reverse Takeover of White Eagle Resources by Lunalite International

In June 2014, White Eagle Resources announced it had entered into an agreement to acquire Lunalite International for $2.6 million via a reverse takeover. In conjunction with the transaction, an additional $5.65 million in equity was raised.

Lunalite successfully designed, installed and tested one of the world’s first Cross Track Digital Media systems using large format LED screens to replace the current static print cross track media posters found in rail stations and has two separate 7 year operating contracts with the Melbourne and Brisbane rail networks.

The transaction was completed in December 2014 and White Eagle Resources was renamed XTD Ltd.

Azure acted as joint lead manager and corporate adviser to both XTD and Lunalite International on the transaction and capital raisings.

A$254m Recommended Off-market Takeover of Iron Ore Holdings

In August 2014, BC Iron announced an agreed off-market takeover offer for Iron Ore Holdings. The consideration offered was 0.44 new BCI shares and A$0.10 in cash for each IOH share held, and based on BC Iron’s share price at the time of announcement, valued IOH at A$254 million.

IOH’s key assets include the newly operational Iron Valley mine (which operates under a mine gate sale agreement with Mineral Resources Limited), the Buckland Hills development project in the West Pilbara and approximately A$50m in cash. Combined, these assets offer a multi-decade growth portfolio for BCI.

The Transaction became unconditional in October.

Acquisition of Majority Interest in Tech2 Group

On 5 September 2014, iiNet Limited announced the acquisition of a 60% interest in Tech2 Group to partner with Tech2 Group’s Founder, Glen Powys.

Based in Sydney, Tech2 Group provides professional technology services and solutions to residential and business customers across Australia, including communications and build services, remote and on-site technical support ad installation services.

Azure advised iiNet on all aspects of the acquisition from assessment and valuation of the opportunity to the structuring, due diligence and negotiation, through to completion.

A$17m Sale of 90% Interest in Ngovayang Iron Ore Project to Jindal Steel & Power Limited

On 20 November 2013, Legend Mining announced that it had reached agreement with Indian conglomerate, Jindal Steel & Power Limited, to sell its 90% interest in the Ngovayang iron ore project in Cameroon, for upfront consideration of A$12 million plus a further A$5.5 million upon execution of a Mining Convention between JSPL and the Government of Cameroon.

Following satisfaction of various conditions precedent, the transaction completed in August 2014.

Azure Capital advised Legend in relation to the transaction.

A$8M Initial Public Offering

In May 2014, Orthocell lodged a prospectus with respect to an IPO to raise A$8m at A$0.40 per share.
Orthocell has developed and commercialized two autologous cell therapies for the treatment of damaged and degenerated tendons, as well as damaged and degenerated cartilage.

The transaction was completed in June 2014 with Orthocell listing on the ASX.

Azure acted as joint lead manager to the IPO.

A$50m Senior Debt Facility from Clean Energy Finance Corporation

On 6 June 2014, the Clean Energy Finance Corporation (“CEFC”) announced that it will provide up to A$50m in senior debt finance to New Energy Corporation (“New Energy”).

New Energy is an Australian, privately-owned company established in 2009 to develop innovative projects to make waste management and energy production more sustainable. It has two major waste-to-gas projects in advanced stages of development, one at Port Hedland (Boodarie) in the Pilbara and a second at Rockingham near Perth.

The CEFC’s finance will assist in developing the first municipal waste-to-energy gasification project in Australia, and help facilitate access to private sector funding for other waste-to-energy facilities in the future.

Azure Capital acted as an independent financial adviser to New Energy on the transaction.

A$40m Initial Public Offering

Pioneer Credit Ltd (Pioneer) is a financial services provider specialising in acquiring and servicing unsecured retail debt portfolios.

On 4 April 2014, Pioneer issued a prospectus offering 25.2 million shares at an issue price of A$1.60 per share to raise a total of A$40.2 million. Funds were to be used predominantly for growth activities including debt purchases and expansion of Pioneer’s Perth based customer service centre.

Azure acted as financial adviser and managed the end-to-end process for the company including initial advice on the optimal financing strategy and structure.

The offer closed oversubscribed.

A$183m Share Placement and A$2m SPP

Wolf Minerals Limited (Wolf) is an ASX and AIM-listed specialty metals company focussed on the development of its 100%-owned Hemerdon Tungsten and Tin Project (Hemerdon) near the United Kingdom’s southwest town of Plymouth.

On 18 March 2014, Wolf announced a A$182.7 million share placement to new and existing investors and A$2.0 million Share Purchase Plan (SPP). The purpose of the raising was to complete the equity funding requirement for the construction of Hemerdon through to positive cash flows.

Azure acted as corporate adviser to Wolf on the transaction, which involved the coordination of four brokers across the UK and Australia. Azure also assisted in the company in negotiations with its two largest shareholders, Resource Capital Funds and Todd Corporation, who both had significant participation in the placement.

A$32m Recommended Takeover by Eldorado Gold Corporation

In October 2013, Glory entered into a Bid Implementation Agreement with Eldorado Gold Coöperatief UA (a wholly owned subsidiary of Eldorado Gold Corporation) pursuant to which Eldorado would make an off-market takeover offer to acquire all Glory’s outstanding securities that it did not already own (including options). The consideration offered was A$0.17 cash per Glory share (a premium of 42% to the last closing price of Glory shares prior to the announcement), which valued Glory at A$32.3 million.

Glory’s principal asset was the high grade Sapes Gold Project located in the province of Thrace, Greece. The transaction allowed Eldorado to capitalise on synergies created by the close proximity of Sapes to Eldorado’s nearby Perama Hill Project.

The transaction became unconditional in February 2014 and was completed in March 2014.

Azure acted as corporate adviser to Glory on the transaction.

C$184m Acquisition of PMI Gold by Plan of Arrangement

In December 2013, Asanko announced the acquisition via Canadian plan of arrangement of PMI Gold Corporation for C$184 million, to create an emerging mid-tier West African gold producer with a clear pathway to 400,000 ounces of annual gold production. The purchase price was calculated on the basis of an exchange ratio of 0.21 Asanko common shares for each PMI common share. The transaction was successfully completed in February 2014.

Azure acted as joint financial adviser to Asanko in relation to the transaction.

A$15m Placement and $10m Share Purchase Plan

On 4 November 2013, Panoramic announced it would raise A$15.12 million through a share placement of 56 million shares at A$0.27 per share to institutional and sophisticated investors via two tranches.

Net funds raised pursuant to the placement were used to:

• Accelerate Panoramic’s nickel exploration programs with a focus on extending mining life;
• Working capital purposes.

Azure acted as joint lead manager to the placement.

A$64m Joint Venture with MMG for the Nachingwea Nickel Project

On 20 September 2013, IMX Resources announced a A$64 million joint venture with MMG at its Nachingwea Project in Tanzania, which includes the Ntaka Hill Nickel Sulphide Project. Under the terms of the transaction, MMG could earn up to a 60% JV interest in Nachingwea by sole funding exploration expenditure of US$60 million over a five year period in three stages. Upon a decision to develop, MMG had the option to increase its JV interest to 80% for a cash payment to IMX at the then fair market value.

Azure was engaged by IMX Resources on all aspects of the transaction including valuation and strategic advice, consideration of alternative proposals, transaction structuring and negotiation.

A$40m Sale of Higginsville and South Kalgoorlie Operations to Metals X

On 24 September 2013, Alacer Gold Corp. (Alacer), a dual listed ASX/TSX gold producer with operations in Turkey and Australia, announced it had entered into a binding agreement to sell its Australian business unit (which included the Higginsville and South Kalgoorlie operations) to a subsidiary of Metals X Limited (Metals X), an Australian based tin producer and gold development company listed on the ASX. Metals X largest shareholders include Hong Kong listed resource investment group APAC Resources and Jinchuan Group, a diversified metals production company based in China.

The consideration payable under the transaction was A$40 million in cash. Alacer was paid a A$10 million deposit which was non-fundable except if FIRB approval was not obtained.

The transaction received FIRB approval on 25 October 2013 where completion occurred four days later.

Azure acted as financial adviser to Alacer on all aspects of the transaction from evaluation and selection of bidders, strategic advice, valuation, negotiation and drafting of deal documentation.

A$60m Acquisition of Adam Internet

On 5 August 2013, iiNet Limited announced the acquisition of Adam Internet, a South Australian privately owned broadband services company, for A$60 million. The acquisition consideration was paid in cash, funded by a drawdown of iiNet’s debt facilities.

Based in Adelaide, Adam Internet has approximately 70,000 broadband subscribers located primarily in South Australia. The acquisition grew iiNet’s total customer base to 900,000 broadband subscribers and included a range of key South Australian business and government clients consuming data-centre, hosting and cloud services.

Azure advised iiNet on all aspects of the acquisition from assessment and valuation of the opportunity to the structuring, due diligence and negotiation of the business sale agreement, through to completion.

A$39m Acquisition of the Lake Maitland Uranium Project

In August 2013 ASX-listed Toro Energy Limited (Toro) announced the acquisition of the Lake Maitland Uranium Project (Lake Maitland) in Western Australia from TSX-listed Mega Uranium Ltd (Mega Uranium) in return for issuing Mega Toro shares valued at $39 million. A $2 million equity capital raising occurred at the same time as the transaction.

Lake Maitland is located 90km south-east from Toro’s 100% owned Wiluna Uranium Project (Wiluna). The addition of Lake Maitland to Wiluna was strategically beneficial due to the potential to improve project economics via an increase in grade and a significantly larger resource base of 76Mlbs U3O8 sufficient for a 20+ year project life.

As part of the acquisition, Toro will benefit from inheriting a pre-existing strategic relationship with Japanese partners who have the option to acquire a 35% interest in Lake Maitland and participate in financing and development of the deposit.

On completion of the transaction, Mega held a 28% shareholding in Toro, and as such transaction required approval by Toro’s shareholders under section 611 Item 7 of the Corporations Act.

Azure acted as financial adviser to Toro in relation to the transaction.

A$15m Strategic Placement to H&H Holdings

On 29 May 2013, VDM Group Limited announced a A$15m million placement to H&H Holdings, an entity controlled by Dr Dongyi Hua (the former Executive Chairman and CEO of Citic Pacific Mining).

The purpose of the Placement was to:

• Increase the financial capacity of VDM to bid and execute construction projects; and
• Enhance VDM’s existing strategy of exploring new opportunities in the mining and constructions sectors

VDM is a mid-sized and engineering, design and construction business operating a national business with a focus on mining and civil projects.

Azure Capital acted as financial adviser to VDM.

A$38m Sale of Spinifex Ridge Iron Ore Mine to Mineral Resources

On 10 May 2013, dual ASX and TSX-listed Moly Mines Limited (Moly) announced that it had reached agreement with Mineral Resources Limited (Mineral Resources) for the mine gate sale of iron ore produced at Moly’s Spinifex Ridge Iron Ore Mine.

The purchase price for the iron ore is calculated on the basis of an agreed minimum product tonnage of 2.4 million tonnes (assuming commencement of delivery at the end of June 2013) implying a total transaction value of approximately A$38 million. Under the agreement, Mineral Resources will operate the mine to the end of mine life, while Moly will retain its contractual and statutory obligations as the tenement holder.

In order to enable the mine gate sale agreement, Moly’s major shareholder, Hanlong Mining Investment (Hanlong) agreed to terminate its life of mine offtake agreement, as well as an associated parent company guarantee. As compensation, Hanlong received a one-off payment of A$1 million and a royalty of A$1.20 per tonne of ore sold. The
transaction was also subject to Moly shareholder approval, which was received in June 2013.

Azure acted as corporate adviser to Moly in relation to the transaction.

A$10m Placement and Debt Restructure

On 23 April 2013, Redbank Copper Limited, announced it had successfully completed a A$9.7m share placement and debt restructure.

Net placement proceeds will be used to progress an exploration program at the company’s Redbank Copper Project with the aim of delineating a 200,000 tonne copper metal resource to support the recommencement of copper production.

Azure was appointed lead manager and corporate adviser to the share placement and debt restructure.

A$2.5m Strategic Placement to Vulcan Phosphates

Minemakers Limited is a dual ASX/TSX-listed mining company focussing on the fertiliser sector. On 2 April 2013 Minemakers announced the strategic placement of 14 million shares to Vulcan Phosphates LLC at 18 cps (A$2.5m), a 33% premium to Minemakers’ trading price prior to the placement. In addition, Vulcan acquired a 4 year option to acquire a further 14 million shares at 30 cps. Vulcan is a strategic investor with deep knowledge of the phosphate fertiliser industry. Vulcan has also co-invested with Minemakers in the JDCPhosphate Inc, a Florida-based developer of a new phosphate extraction process. Azure advised Minemakers on its placement to Vulcan.

Acquisition of Outback Ecology

MWH Global, a strategic consulting, technical engineering and construction services firm focussed on the global water infrastructure sector, acquired Outback Ecology, a private Australian environmental consultancy servicing the natural resources and mining industries.

Azure Capital was engaged by MWH Global to assist the company to expand through the acquisition of complementary service offerings in Australia, in particular in the environmental approvals services sector.

Azure Capital advised MWH Global on all aspects of the acquisition including valuation and strategic advice, transaction structuring, coordination of due diligence and negotiation. The transaction completed in April 2013.

Sale of Como Engineers

VDM Group Ltd is an ASX-listed engineering and construction company that services clients in the mining, resources, transport, civil infrastructure and urban development sectors. VDM announced the divestment of its non-core Como Engineers business in February 2013 and the sale was successfully completed in April 2013.

As part of its ongoing corporate advisory mandate, Azure Capital was engaged to manage the sale of Como Engineers, including bid solicitation, negotiation and documentation.

A$25m Sale of 42.5% Interest In Sandpiper Phosphate Project to Mawarid Mining

Minemakers Limited is a dual ASX/TSX-listed mining company. On 13 February 2012, Minemakers made an unsolicited, scrip takeover offer for ASX-listed UCL Resources Limited. The scrip offer valued UCL at A$24 million. Minemakers and UCL held equal 42.5% shareholding interests in the Sandpiper Marine Phosphate Project located in Namibia. In addition, Minemakers also held a 13% equity interest in UCL, plus 100% of the Wonarah Phosphate Deposit located in the Northern Territory. The rationale of the Minemakers offer for UCL was largely to collapse and streamline the ownership and management of the Sandpiper Project to allow the efficient completion of the project’s DFS and project financing. Minemakers’ offer was ultimately unsuccessful, primarily due to the rejection of the offer by UCL’s major shareholder and the introduction of a new UCL shareholder through a placement to Omani-based Mawarid Mining.

Following the lapse of Minemakers’ offer, on 18 May 2012, UCL took the highly unusual step of announcing its own unsolicited, cash and scrip takeover for 100% of Minemakers, valuing Minemakers at A$49 million. This offer was successfully defended by Minemakers. The defence included 3 separate Takeovers Panel applications, which were all resolved in favour of Minemakers. To finally address the significant uncertainty created by the respective offers, on 4 October 2012 Minemakers agreed to divest its entire 42.5% interest in the Sandpiper Project to Mawarid Mining for A$25 million in cash. This transaction was completed on 12 December 2012.

Azure advised Minemakers on its offer for UCL, successful defence of UCL’s offer for Minemakers and ultimate divestment of its interest in the Sandpiper Project to Mawarid Mining.

A$190m Acquisition of 25% Interest In the Nullagine Joint Venture from FMG

On 10 December 2012, ASX-listed iron ore producer BC Iron announced a landmark transaction with Fortescue, whereby BC Iron paid Fortescue A$190m to:

• Acquire a further 25% interest in the Nullagine Iron Ore Joint Venture(“NJV”);
• Increase the capacity available to the NJV on Fortescue’s rail and port infrastructure from 5 mtpa to 6 mtpa;
• Prepay 3.5 mt of its share of rail haulage and port charges to Fortescue.

The transaction resulted in BC Iron increasing its interest in the NJV from 50% to 75% and increasing its equity share of production from 2.5 mtpa to 4.5 mtpa.

BC Iron funded the acquisition via a combination of debt, equity and existing cash. Specifically, BC Iron entered into a 5 year, US$130m amortising term loan facility with ANZ and Commonwealth Bank at an attractive margin of USD LIBOR. The equity raising comprised a A$47m underwritten institutional placement at an issue price of A$3.04 per share, a 4% premium to the previous closing price. BC Iron also raised a further A$10m via an oversubscribed share purchase, Azure acted as independent financial adviser to BC Iron on all aspects of the transaction, including managing the debt and equity financings.

US$130m Acquisition Debt, A$47m Underwritten Share Placement and A$10m SPP

On 10 December 2012, ASX-listed iron ore producer BC Iron announced a landmark transaction with Fortescue, whereby BC Iron paid Fortescue A$190m to:

• Acquire a further 25% interest in the Nullagine Iron Ore Joint Venture(“NJV”);
• Increase the capacity available to the NJV on Fortescue’s rail and port infrastructure from 5 mtpa to 6 mtpa;
• Prepay 3.5 mt of its share of rail haulage and port charges to Fortescue.

The transaction resulted in BC Iron increasing its interest in the NJV from 50% to 75% and increasing its equity share of production from 2.5 mtpa to 4.5 mtpa.

BC Iron funded the acquisition via a combination of debt, equity and existing cash. Specifically, BC Iron entered into a 5 year, US$130m amortising term loan facility with ANZ and Commonwealth Bank at an attractive margin of USD LIBOR. The equity raising comprised a A$47m underwritten institutional placement at an issue price of A$3.04 per share, a 4% premium to the previous closing price. BC Iron also raised a further A$10m via an oversubscribed share purchase, Azure acted as independent financial adviser to BC Iron on all aspects of the transaction, including managing the debt and equity financings.

A$59m Debt Refinancing

On 20 December 2012, Port Bouvard Limited announced a A$58.8 million refinancing, comprising:

• a $23.8 million renounceable rights issue; and
• a A$35 million Facility Agreement with St George

The proceeds were used to fund retirement of existing debt, provide working capital and pay a deferred creditor. Port Bouvard owns the Oceanique residential development in Mandurah and the Point Grey project. The rights issue was underwritten by Bell Potter, with major shareholders committing to the raising.

Azure Capital was appointed as financial adviser to Port Bouvard and oversaw a capital management review, including potential assets sales, mergers and capital raisings. Azure Capital led negotiations with St George and the appointment of Bell Potter.

A$30m Strategic Placement by Heilongjiang Heilong Resources Investment Co.

On 13 December 2012, International Base Metals Limited (IBML), an Australian public unlisted company with copper development assets in Australia and Namibia, announced the signing of a subscription agreement whereby Heilongjiang Heilong Resources Investment Co. (Heilong) agreed to a A$30 million placement in IBML at an issue price of 20 cents per share. A significant portion of the funds raised will go towards development of the Omitiomire Copper Project, IBML’s flagship asset in Namibia.

The transaction was subject to a number of conditions, including approval from non-associated shareholders of IBML, which was received in January 2013. Payment of funds took place in two equal tranches in April and June 2013.

Azure acted as corporate adviser.

Acquisition of 19.9% Equity Interest and A$85m Convertible Note Investment in Noble Mineral Resources

In October 2012, ASX-listed gold producer Resolute Mining announced the acquisition of a 19.9% equity interest in Noble Mineral Resources. Noble is an ASX-listed gold producer with its key asset being a 100% interest in the Bibiani Gold Project in Ghana.

At the same time as the acqusition, Resolute announced an unconditional offer to make a A$85 million convertible note investment in Noble, comprising:

• An initial US$15m unsecured short-term debt facility (to be repaid out of the proceeds of the convertible note issue);
• A commitment by Resolute to fully underwrite a rights issue by Noble of listed convertible notes, with a conversion price of A$0.12 per Noble share, to raise A$79m; and
• An offer by Resolute to take a placement by Noble of sufficient additional listed convertible notes (on the same terms as the rights issue) to increase the total funds raised to A$85 million.

At an EGM held on 7 November 2012, Noble shareholders rejected a competing financing package by Zhongrun Resources Investment Corp. which comprised a two-tranche A$84.7m equity placement. Shortly afterwards, the Board of Noble accepted Resolute’s unconditional financing offer. Resolute ultimately subscribed for just under 100% of the convertible notes on offer and the financing closed on 1 March 2013.

Azure acted as independent financial adviser to Resolute on all aspects of the transaction.

A$134m Acquisition of Lonestar Resources, Inc

On 22 October 2012, Amadeus Energy Limited (Amadeus), an ASX listed oil and gas company with a portfolio of producing conventional assets onshore US, announced that it had entered into a binding sale and purchase agreement to acquire Ecofin Energy Resources Plc (EER), the holding company for Texas-based Lonestar Resources, Inc., from its controlling shareholder Ecofin Water & Power Opportunities plc and other minority investors.

In consideration, following receipt of shareholder approval, Amadeus would issue 460 million new ordinary shares to the owners of EER, with a further 40 million shares to be issued to the owners of EER within 18 months upon the satisfaction of a number of conditions.

On 4 December 2012, the terms of the transaction were modified to include:

• Amadeus paying a special unfranked dividend of 2 cents per ordinary share to Amadeus shareholders (other than the vendors of EER); and
• The vendors of EER to be issued with an additional 15 million shares within 18 months upon satisfaction of a number of conditions.

The transaction completed on 2 January 2013, resulting in the creation of a leading ASX-listed mid-cap oil and gas company (re-named to Lonestar Resources Limited) with a portfolio of US onshore conventional and unconventional assets, including material exposure to the Eagle Ford Shale in Texas, as well as acreage prospective for the Bakken / Three Forks formations in the Williston Basin, Montana.

Azure acted as financial adviser to Amadeus on all aspects of the transaction.

A$107m Recommended On-Market Takeover by Aurora Oil and Gas

Aurora Oil and Gas, a dual ASX/TSX listed oil and gas company, announced an unsolicited, on-market cash offer for Eureka Energy on 30 April 2012. Aurora and Eureka both held non-operating interests in the Sugarloaf Area of Mutual Interest, an unconventional oil and gas licence in the Eagle Ford shale play in Texas, USA.

Aurora’s $0.45 offer valued Eureka at A$107 million, and represented a premium of 36% to Eureka’s last trading price. Eureka’s Board believed the offer undervalued the company and was timed in advance of potential value enhancing events, including the optimisation of the Sugarloaf field development, and accordingly, initially recommended that shareholders reject the offer. However, following a decline in the broader market during the course of the offer and Aurora having acquiring a material shareholding in the company, Eureka’s Board ultimately recommended that shareholders accept the offer.

Azure advised Eureka’s Board on all aspects of takeover defence, including re-negotiating the terms of Eureka’s debt facility with Macquarie Bank to preserve the option to shareholders of selling into the offer, and seeking and negotiating proposals for alternative transactions with third parties. Prior to the offer, Azure had also advised Eureka on its broader corporate strategy, financing options and provided buy-side advice in relation to a number of acquisition opportunities that Eureka was considering.

C$112m Acquisition of Lithium One by Plan of Arrangement

On 30 March 2012, Galaxy announced an acquisition of Lithium One to create a global, vertically integrated lithium company. Lithium One is a TSX-V listed lithium development company, whose key asset is a 70% interest in the Sal de Vida Lithium-Potash Brine project located in Argentina.

The acquisition was implemented by Galaxy acquiring all outstanding Lithium One securities via a Plan of Arrangement. The scrip-based bid, comprising 1.96 Galaxy shares for each Lithium One share, valued Lithium One at C$1.55 per share or C$112 million. This represented a 27% premium to Lithium One’s 30 day volume weighted average price up to and including 15 March 2012, the date at which Galaxy submitted its offer.

On 12 April 2012, Galaxy completed a A$30 million capital raising to institutional and sophisticated investors in support of the merger.

Azure advised Galaxy on all aspects of the acquisition and raising, including providing valuation and strategic advice, coordinating due diligence, coordinating the preparation of legal documentation to affect the transaction and assisting with market communications.

£651m Recommended Takeover of Kalahari Minerals by Taurus Mineral (a CGNPC-Nuclear Fuel Co and Cadfund JV)

On 8 December 2011, the Boards of Taurus Mineral and Kalahari announced a recommended cash offer for Kalahari. The Offer valued each Kalahari Share at 243.55 pence and Kalahari’s fully diluted share capital at approximately £651 million.

Kalahari was an AIM and NSX listed resource company with uranium, gold, copper and other base metal interests in Namibia. Kalahari’s key asset was its holding of 42.5% in ASX, TSX and NSX listed Extract Resources. Extract’s principal asset was the 100% owned Husab Uranium Project, which at the time contained the third largest known uranium-only deposit globally.

The bidder, Taurus Mineral, is a joint venture between CGNPC Nuclear Fuel Company (CGNPC-NFC), a Chinese integrated nuclear power company, and the China Africa Development Fund (CADFund). CGNPC, the parent company of CGNPC-NFC, has the largest installed capacity of nuclear power units under construction of any company globally, with current installed capacity of approximately
6.2 GWe, and another 20.8 GWe under construction.

Azure advised Kalahari during a protracted period of negotiations undertaken during a tumultuous period for the uranium sector. Following initial discussions in early 2011 with Rio Tinto (controller of the adjacent Rössing Mine) regarding the possibility of a transaction, on 8 March 2011, CGNPC-NFC announced a recommended possible offer for Kalahari at 290 pence. The Fukushima nuclear disaster occurred shortly afterwards on 11 March 2011, where the share price of comparable listed uranium companies (including developers and producers) subsequently fell by more than 50% on average. This led to an agreed re-pricing of the transaction to 270 pence, which was disallowed by the UK Takeovers Panel. Following an enforced blackout period under UK takeovers regulations, the parties recommenced discussions in October 2011 before announcing the recommended offer in December 2011. Under the terms of the Kalahari offer, upon the offer becoming unconditional, Taurus was also required to make a downstream bid for Extract Resources.

By early February 2012, Taurus had received 89.5% of valid acceptances under the Kalahari offer and announced it wholly unconditional. On 17 February 2012, CGNPC had received 94.8% acceptances and moved to compulsory acquisition of Kalahari, and launched an unconditional takeover offer for Extract Resources.

Azure acted exclusively as Kalahari’s financial adviser from the March 2011 possible offer announcement, until the eventual successful completion of the takeover by CGNPC-NFC in February 2012.

A$45M Share Placement

On 21 February 2012, Northern Star announced it had raised A$45 million through a share placement of 50 million shares at A$0.90 per share to institutional investors. In addition to the placement, approximately 34 million shares were sold down from existing shareholders at an issue price of A$0.90 per share.

The capital raising was part of the company’s strategy of strengthening its institutional shareholder base and increasing its profile in financial markets.

Net funds raised pursuant to the placement were used to:

• pursue plans for increased production and aggressive exploration activities at its Paulsens and Ashburton gold projects in WA; and
• take advantage of any acquisition opportunities as they arose.

Azure was appointed lead manager to the placement.

A$16m Share Placement

On 3 February 2012, Papillon announced it had raised A$15.96 million through a share placement of 21 million shares at A$0.76 per share to institutional and sophisticated investors. The capital raising is part of the company’s strategy of strengthening its institutional shareholder base and increasing its profile in financial markets.

Net funds raised pursuant to the placement were used to:

• aggressively advance exploration activities associated with its portfolio of projects in the Mali, West Africa with the intention of releasing a maiden resource for its Fekola project in 2012; and
• provide working capital.

Azure was appointed lead manager to the placement.

A$32m Share Placement

On 8 December 2011, CuDeco announced a Share Placement Agreement principally with M&G Investments proposing a capital raising of 8 million shares at A$4.00 per share to raise A$32 million.

Net funds raised pursuant to the placement were used for the construction and fabrication of the Rocklands Copper/Gold/Cobolt Project, located at the regional township of Conclurry in N.W. Queensland.

Azure was appointed corporate adviser and lead manager to the placement.

A$105m Acquisition of Internode

On 22 December 2011, iiNet Limited announced the acquisition of Internode, Australia’s largest privately owned broadband services company, for A$105 million. The acquisition was funded from the issue of approximately 12 million shares to Internode’s founder, Simon Hackett, cash on hand and existing debt facilities.

Internode has a strong local brand based in South Australia and customers in all states and territories. iiNet’s position as the leading challenger brand in the Australian telecommunications market and “the new number 2 provider” of DSL broadband was strengthened by the acquisition of over 260,000 active Internet and phone services, including 190,000 broadband subscribers.

Azure advised iiNet, a longstanding client, on all aspects of the acquisition from assessment and valuation of the opportunity to the structuring, due diligence and negotiation of the business sale agreement, through to completion.

A$17m Share Placement

On 9 November 2011, Draig (formerly named C @ Limited) issued a prospectus proposing a capital raising of A$17 million comprising of the following components:

• a share placement of 28 million ordinary shares at an issue price of A$0.50 per share (A$0.025 per share pre-consolidation) to professional and sophisticated investors to raise A$14 million; and
• a priority offer to existing shareholders of 6 million shares at A$0.50 per share to raise A$3 million.

Net funds raised pursuant to the placement were used to:

• fund the acquisition of tenements from Peabody-Winsway Resources LLC;
• fund the exploration program for the purpose of defining a JORC compliant resource on the project;
• fund additional project valuation;
• fund future coal acquisitions;
• pay expenses of the Placement and Priority Offer
• provide general working capital.

Azure was appointed corporate adviser to the placement.

A$7m Share Placement

On 17 November 2011, Legend announced it had raised A$7.2 million through a share placement of 240 million shares at A$0.03 per share to professional and sophisticated investors.

Net funds raised pursuant to the placement were used to provide additional working capital to accelerate the current drilling program at the Ngolvayang Project in Cameroon.

Azure was appointed lead manager to the placement.

A$25m Initial Public Offering

Lemur is an Australian company focused on acquiring and developing coal projects in South West Madagascar.

On 30 June 2011, Lemur issued a prospectus offering 125 million ordinary shares at an issue price of A$0.20 per share raise A$25 million to fund:

• the proposed Phase III Exploration Program of the Imaloto Coal Project;
• a mining scoping study;
• the undertaking of an infrastructure scoping study;
• the undertaking of pre-feasibility studies covering both mining at the Imaloto Coal Project and associated infrastructure;
• expenses of the offer; and
• administration of the company.

Azure was appointed corporate adviser and lead manager to the IPO.

US$141m Project Finance Facility for Langer Heinrich Stage 3 Expansion

Paladin Energy Limited commissioned the Langer Heinrich Uranium mine in Namibia in 2006. In 2010 Paladin commenced the Stage 3 expansion project to increase annual production to 5.2Mlb pa from 3.7Mlb. The construction of the project was initially funded by Paladin’s existing cash reserves and in August 2011 Paladin executed a US$141m Project Finance Facility provided by a syndicate of international banks including Societe Generale, Nedbank Capital, Standard Bank Plc, Barclays Capital and Rand Merchant Bank. Azure Capital assisted Paladin on this debt financing.

US$36m Funding Package from Rand Merchant Bank

On 23 May 2011, Exxaro Resources Limited, a South African-based diversified miner listed on the JSE, announced a friendly off-market takeover offer for Territory Resources, an ASX-listed, Australian-based iron ore mining company. Territory’s key asset is the 100%-owned Frances Creek project, an operating iron ore mine producing lump and fines iron ore for export.

Exxaro’s conditional offer of $0.46 cash per share represented a 64% premium to Territory’s previous closing price before the announcement and was recommended by a majority of Territory’s Board. The offer was accompanied by an agreement with Rand Merchant Bank to provide financing support to Territory should existing loan facilities provided by Territory’s largest shareholder, Noble Group, require refinancing.

On 9 June 2011, Noble Group, via its wholly-owned subsidiary Jonesville Limited, launched an unsolicited on-market takeover offer for Territory at $0.50 cash per share. Noble’s offer represented a premium of 8.7% to Exxaro’s offer and implied an enterprise value of A$172 million for Territory. Noble’s offer was unanimously recommended by Territory’s Board on 14 June 2011.

Following 90.5% acceptance of Noble’s offer, Noble (via Jonesville) proceeded to compulsory acquisition on 12 August 2011.

Azure advised Territory on all aspects of the takeover defence and financing.

Joint Venture with GE Energy and Funding of 10 MW Greenough River Solar Farm

On 31 August 2011, Verve Energy announced that it had reached agreement with GE Energy Financial Services, First Solar, Inc. and the Water Corporation to construct Australia’s first utility-scale solar photovoltaic (“PV”) project near Geraldton.

Verve and GE will each own 50% of the 10 MW project, with the WA Government providing a further $20 million in funding, including $10 million from the Royalties for Regions program. First Solar will supply the project with PV modules and construction management services, as well as operations and maintenance support once operational. The Water Corporateion will purchase 100% of the electricity output and renewable energy certificates from the project under a long term power purchase agreement.

Azure acted as financial adviser to Verve Energy in relation to the joint venture with GE and the project funding package.

US$494m Senior Debt Facility from China Development Bank

In June 2011, Moly Mines announced that it had secured debt facilities with China Development Bank totalling US$494 million, consisting of a US$454 million senior secured facility and a US$40 million working capital facility. The facilities were secured as part of a previously announced two-stage debt and equity finance package with Hanlong Mining Investment for the construction and development of the Spinifex Ridge molybdenum project.

As part of its ongoing advisory role, Azure advised Moly Mines on all key aspects of the debt financing including financial modelling, preparing for and managing the due diligence process, negotiation and drafting of key deal documentation through to managing the successful execution of the transaction including the coordination of the company’s other advisers.

A$36m Share Placement

On 28 March 2011, Equatorial announced it had raised A$36 million through a share placement of 12 million ordinary shares at A$3.00 per share to primarily existing European based institutional shareholders.

Net funds raised pursuant to the share placement were to be used to fund the exploration program at the Badondo Iron Project and to accelerate development of the Mayoko-Moussondji Iron Project.

Azure was appointed lead manager to the share placement.

A$4.5m Share Placement

On 21 April 2011, Reward announced it had raised A$4.5 million through a share placement of 5 million shares at A$0.90 per share to institutional and sophisticated investors.

Net funds raised pursuant to the placement were used to provide working capital during its negotiations to seek a binding land access agreement from the Martu Traditional Owners for the development of Lake Disappointment.

Azure was appointed corporate adviser and lead manager to the placement.

A$120m Share Placement

On 14 April 2011, Galaxy announced it had raised A$120 million through a two tranche share placement of 109.1 million shares at A$1.10 per share to institutional clients and sophisticated investors.

As a result of the delay to the Hong Kong listing, Galaxy undertook this interim capital raising to fund:

• ongoing commissioning and ramp up of Mt Cattlin Mine operations in WA
• commissioning and ramp up of Jiangsu Lithium Carbonate Plant in China
• debt reduction
• working capital

The issue was substantially oversubscribed with interest coming from high quality institutional investors from Australia, Europe, Asia and the US.

Azure was appointed joint lead manager to the placement along with Morgan Stanley and Helmsec Global Capital.

US$75m Acquisition of Chapudi Coal Project and related Exploration Properties from Rio Tinto

On 29 November 2010, CoAL, via one of its black empowered subsidiaries, announced it had entered into an agreement to acquire the Chapudi Coal Project and several other coal exploration properties (Related Exploration Properties) for US$75 million total cash consideration from joint venture companies held by Rio Tinto Minerals Development Limited and Kwezi Mining (Proprietary) Limited (collectively, the Vendors).

The Chapudi Coal Project is contiguous with CoAL’s Makhado project and contains an estimated 1,040Mt JORC resource whilst the Related Exploration Properties (which are twice the size of the Chapudi Coal Project by area) are contiguous to one of more of CoAL’s existing Voorburg, Jutland, Mt Stuart and Makhado Projects. The transaction also allows CoAL to retain properties that were to be exchanged with the Vendors in accordance with a prior agreement.

The total consideration of US$75 million comprises: US$45 million payable on completion of the sale, which remains subject to a number of conditions precedent and is expected to occur within 6 months; and US$30 million deferred consideration payable on the earlier of the granting of a New Order Mining Right for any farm acquired or 24 months from fulfilment of the conditions precedent to the sale.

Azure advised CoAL on all aspects of the acquisition and remains CoAL’s ongoing corporate adviser.

A$32m Recommended Takeover of NGM Resources

As part of its ongoing advisory role for Paladin, Azure was engaged to manage the recommended take-over bid for ASX listed NGM Resources Limited (NGM).

The bid was launched in July 2010 and concluded in November 2010.

The acquisition of NGM added a significant landholding in Niger’s uranium rich Tim Mersoï Basin, a region which has a long history of uranium production and hosts some of the world’s largest and highest grade uranium deposits.

Azure was involved in all aspects of the takeover.

A$62m Convertible Bond

On 8 November 2010, Galaxy announced it had raised a total of A$91.5 million, comprising:

• A$30 million via a share placement of 21.6 million shares at A$1.39 per share
• A$61.5 million via the issue of convertible bonds with a conversion price of A$1.56, coupon rate of 8% per annum and term of 5 years.

The proceeds were raised to fund the completion of construction and ramp-up of Galaxy’s Mt Cattlin Project and Jiangsu Plant, as well as for working capital and the potential acquisition of other lithium-related projects.

Fengli Group invested A$30 million in the convertible bond issue and A$30 million in the share placement. Fengli Group, a privately owned company based in the Jiangsu Province, China, is the largest used metal processor and distributor in China and one of the top 500 enterprises in China.

A private company of Mr Li Shu Fu, who is the founder, Chairman and controlling shareholder of Chinese automobile manufacturer Geely, invested A$25 million in the convertible bond issue.

Azure Capital was appointed as financial adviser to Galaxy in relation to the share placement and convertible bond issue.

A$40m Share Placement

On 19 October 2010, Hunnu announced it had raised A$40 million through a placement of 50 million shares at A$0.80 per share to institutional clients and sophisticated investors. The funds were to be used to:

• continue the aggressive drilling program at Tsant Uul Coking Coal Project and Unst Khudag Thermal Coal Project.
• calculate JORC resources at both Unst Khudag and Tsant Uul.
• fast track development of both Tsant Uul and Unst Khudag; and
  acquire additional coking coal projects.

Azure was appointed joint lead manager along with CPS Securities for the A$40 million placement, following its IPO in February 2010.

$70m Placement of AAPT’s 18.2% Stake and A$60m Acquisition of AAPT’s Retail Division

In September 2010, iiNet completed the acquisition of the AAPT retail division for A$60 million, positioning iiNet as the clear leading challenger in the Australian telecommunications market. Simultaneously AAPT sold their 18.2% stake through an underwritten block trade for A$70 million to institutional investors.

The acquisition of the AAPT retail division represented over 250,000 total active services, and increased iiNet’s broadband market share to 15%. The divestment of AAPT’s 18.2% stake in iiNet to institutional investors increased iiNet’s free float with iiNet qualifying for entry into the ASX 300 index.

Azure advised iiNet, a longstanding client, on key aspects of the acquisition from assessment and valuation of the opportunity to the structuring, due diligence and negotiation of the business sale agreement, through to iiNet shareholder approval and completion.

A$175m Recommended Takeover by Campbell Brothers

On 13 September 2010, Ammtec Limited (Ammtec), an ASX-listed provider of metallurgical testing and related services to the global mining industry, announced a board recommendation for the twice increased takeover offer by Campbell Brothers Limited (“Campbell Brothers”).

The recommendation followed the rejection of an unsolicited offer made on 18 May 2010, and a subsequent increase to the offer consideration on 30 August 2010. Including dividends, the total value of the recommended offer was A$175 million, and including franking credits on those dividends, the offer represented a premium of 82% to Ammtec’s share price prior to the initial offer.

Following 90% acceptance, Campbell Brothers proceeded to compulsory acquisition on 9 November 2010.

Azure advised Ammtec on all aspects of the takeover defence.

A$20m Share Placement

On 23 September 2010, CuDeco Limited announced a placement of 10 million new fully paid ordinary shares at an application price of A$2.00 per share with one institutional investor to raise A$20 million. Azure acted as lead manager in relation to the share placement.

Subsequent to the release of the Rocklands Copper Project resource update in mid August 2010, the introduction of the new substantial global investor, M & G Investment Funds was to rebalance and stabilise the share register.

The net proceeds from the share placement will also assist the Company in the development of the Rocklands Copper Project and give it better leverage for negotiation of project finance.

A$8m Share Placement

On 12 August 2010, Zambezi Resources Limited announced a capital raising of 444.4 million new fully paid ordinary shares in the Company at an application price of A$0.018 to raise A$8 million. Azure acted as lead manager in relation to the share placement.

The net proceeds from the share placement were to be applied to:

• finalising the due diligence study over the Chingola Dumps
  Project in Zambia, and upon the project achieving appropriate
  investment criteria, the Company formally deciding to proceed
  with the project.
• settling the agreement with Rephidim Mining and Technical
  Supplies Limited and conducting a feasibility study on the
  Chingola Dumps Project should the Company proceed with the
  project
• general working capital requirements.
• continue exploration of the copper and uranium licences.
• repaying the loan facility with LinQ Capital.

Zambezi is a copper, gold and uranium exploration and development Company listed on the London Stock Exchange’s AIM and the ASX.

A$61m Recommended Takeover by Mineral Resources

In February 2010, Mesa received an approach from a potential bidder after a shareholder meeting to replace its board was requisitioned. Under acute time pressure, Azure approached a number of counter bidders and selected Mineral Resources after a series of negotiations. A recommended takeover offer at a substantial premium was launched prior to the requisitioned shareholder meeting, at which the board successfully defended the resolutions.

During the offer, a successful Takeovers Panel application undertaken by Mesa reduced a large stake held in breach of the Corporations Act by various Mesa shareholders, who were deemed associated parties attempting to hold a second requisitioned shareholder meeting to replace the board. In August 2010, Mineral Resources was ultimately successful in acquiring 64.2% of Mesa.

Azure advised Mesa on key aspects of the offer from evaluation and selection of bidders, financial modelling, negotiation and drafting of deal documentation and assistance with 2 shareholder meetings and a Takeovers Panel application, through to market communication and shareholder lobbying. The result was a very successful outcome for Mesa shareholders, who risked losing control without being paid an appropriate premium for their shares.

A$135m Acquisition of Lady Annie Copper Mine from Cape Lambert Resources

In March 2010, CST and Cape Lambert Resources entered into a Sale and Purchase Agreement regarding the acquisition of the Lady Annie Project for A$135 million in cash. The transaction was successfully completed following CST’s VSA Hong Kong shareholder approval process in May 2010.

At the time of the acquisition, the Lady Annie copper project located in North-Western Queensland, Australia, had copper reserves of ~120kt and resources of 350kt of copper – these were sufficient to sustain 4.5 years of operation at 25ktpa of SX-EWcopper cathode.

Azure has worked with CST on other cross-border transactions, including the acquisition of the Martabe Gold Project in June 2009. Azure’s knowledge of Lady Annie and relationship with Cape Lambert helped CST secure the asset in less than 2 months.

Sale of Dikulushi Project to Mawson West Resources

In February 2010, Anvil announced it had reached agreement with Mawson West for the divestment of Anvil’s 90% interest in the Dikulushi tenements in the Democratic Republic of Congo (DRC).

The Dikulushi copper-silver mine was placed on care and maintenance in the fourth quarter of 2008, and the divestment formed part of Anvil’s strategy to focus on significantly larger copper projects in the DRC and specifically, its Kinsevere Stage II copper project. As consideration, Anvil received shares in Mawson West, representing approximately 28% of the issued and outstanding shares in Mawson West on an undiluted basis, top-up rights, as well as the right to appoint a director to the board of Mawson West.