Allens has advised Evolution Mining Limited (Evolution) on its acquisition of an 80% interest in the Northparkes copper-gold mine in New South Wales for US$399 million (AU$603 million) from CMOC Group Limited.
The acquisition was funded by Evolution's recently completed AU$525 million institutional placement and a new AU$200 million five-year Term Debt Facility.
As part of the deal, Evolution has agreed to pay contingent consideration via a copper price-linked payment structure with a revenue sharing arrangement for a 3-year term, commencing 1 July 2024 and ending 30 June 2027 (capped at US$75 million).
Evolution has also entered into an offtake agreement (on market equivalent terms) with IXM S.A. (a subsidiary of CMOC) under which IXM will purchase from Evolution copper concentrates produced from Northparkes equal to Evolution's 80% attributable interest over the life of the mine's existing Ore Reserves.
Allens advised on all aspects of the transaction, which involved an institutional placement, entry into a new debt facility, negotiation and agreement of a long-term offtake agreement, and complex structuring considerations. M&A Partner, Mark McAleer led the cross-practice, cross-border team on the deal.
'It was a pleasure to have been able to assist the Evolution team on closing another significant strategic transaction. We place great value on our working relationship with the entire Evolution team on transactions of this nature and are immensely proud to have been able to play our part in delivering on yet another value accretive acquisition for the business,' said lead Partner Mark McAleer.
Allens collaborated with the Hong Kong and Shanghai offices of alliance partner Linklaters on corporate and stamp duty aspects of the transaction.
Allens has a long-standing relationship with Evolution, having most recently advised on its AU$1 billion acquisition of the copper-gold Ernest Henry Mine in Queensland. The acquisition of Northparkes strengthens Evolution's position as a leading gold miner, adding to its long-life asset portfolio in Central West NSW (with Northparkes located only 100km from Evolution's Cowal operation).
Allens legal team
M&A
Mark McAleer (Partner), Alex Ninkov (Senior Associate), Emma Morris (Senior Associate), Katherine Manderson (Lawyer), Francesca Bailey (Lawyer)
Tax
Joseph Power (Partner), Jay Prasad (Managing Associate), Tom Tian (Managing Associate), Megan Jones (Lawyer)
Financing
Renee Boundy (Partner), Sally Page (Senior Associate), Bennett Walsh (Lawyer)
Equity Capital Markets
Julian Donnan (Partner), Bryn Hardcastle (Partner), Addison Ma (Senior Associate), Alex Knights (Associate), Alex Forster (Associate), James Hodgson (Lawyer)
Linklaters legal team
Corporate (Hong Kong)
Roger Cheng (Partner), Annie Chung (Managing Associate), Sophie Liu (Associate)
Corporate (Shanghai)
John Xu (Partner), Elba Ding (Associate)