Brett Cohen's diverse corporate and commercial legal experience, with a focus on energy and natural resources, has seen him act for leading Australian and international organisations on their mergers and acquisitions, resources project development and infrastructure, corporate financing, business structuring, foreign investment and regulatory compliance issues.

Brett's work on upstream and downstream mining, petroleum and agribusiness project documentation includes preparing and reviewing project interest acquisition agreements, joint venture and operating agreements, infrastructure access arrangements, commodity sales, operational contracts and utility supply (gas and power) agreements.

His understanding of the complexities of project documentation has given Brett a special insight into the challenges of the sale, acquisition and development of resources projects across a range of commodities.

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Expertise

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Energy and Resources

Mining and project development

Glencore: Assisted Glencore with the development and structuring of its Western Australian nickel assets, including the recent sale of the Sinclair nickel project in Western Australia to ASX-listed Talisman Mining, and the sale of the Cosmos nickel project to ASX-listed Western Areas.

Barrick Gold Corporation: Acted for Barrick on various matters relating to its Western Australian gold operations, including:

  • the structuring of its joint venture arrangements with Newmont at the Kalgoorlie Superpit;
  • the sale of the Yilgarn South gold operations to Gold Fields Limited for US$300 million;
  • the sale of the Plutonic gold mine to Northern Star Resources Limited for A$25 million; and
  • the sale of the Kanowna gold operations to Northern Star Resources Limited for A$75 million

Fortescue Metals Group (FMG): Advised FMG on infrastructure arrangements and tenure approvals for its Western Australian iron ore operations.

Minerals and Metals Group (MMG): Advised MMG on various matters concerning project development, electricity supply and ore sales for its Golden 
Grove copper-gold project.

See Energy and Resources

Mergers and Acquisitions

Minara Resources Limited: Advised Minara during its acquisition by Glencore International by off-market takeover bid, which valued Minara at approximately A$1 billion.

Talison Lithium Limited: Advised Talison on the competing scheme of arrangement proposals by Rockwood Holdings and Chengdu Tianqi, which culminated in the C$850 million acquisition of Talison Lithium by Chengdu Tianqi.

Talison Lithium Limited and Resource Capital Fund:
Acted for Talison on its A$375 million merger of Talison Lithium with Salares Lithium Inc by way of a Canadian plan of arrangement, together with the C$40 million capital raising and resulting listing of Talison Lithium on the Toronto Stock Exchange.

Anatolia Minerals Development Limited: Advised Anatolia on its merger by scheme of arrangement with Avoca Resources, to create a combined gold mining group valued at in excess of A$2 billion.

  

Oxiana Limited (now OZ Minerals Limited): Acted for Oxiana / OZ Minerals on numerous matters, including:

  • its A$425 million off-market scrip takeover of Agincourt Resources Limited;
  • the A$400 million debt refinancing with ANZ for Oxiana's Prominent Hill mining operation in South Australia and Golden Grove mining operation in Western Australia;
  • the sale of the Wiluna gold mine to Apex Minerals NL;
  • the preparation of an underground mining services contract for the Golden Grove mine in Western Australia; and
  • the A$10 billion merger with Zinifex to create OZ Minerals Limited.

 

Anglo Pacific Group PLC: Advised this royalty company listed on the Alternative Investment Market of the London Stock Exchange (AIM) and the Toronto Stock Exchange on numerous matters including:

  • its acquisition of a royalty over Jupiter Mines' Mount Ida iron ore project in Western Australia from Red Rock Resources;
  • its A$31.25m acquisition of iron ore royalty rights in the Amapa region of Brazil;
  • its acquisition of a royalty over the Four Mile uranium project in South Australia; and
  • its on-market takeover bid for ASX-listed Royalco Resources Limited.

Energy and petroleum

 

Rey Resources Limited: Advised Rey Resources on its acquisition and development of onshore petroleum permits in the Perth Basin and Canning Basin regions of Western Australia.

Eni Agip: Advised the Australian subsidiary of this Italian energy giant in relation to the acquisition of interests in petroleum interests in Australia and South-East Asia.
Magellan Petroleum Corporation: Acted for Magellan on the proposed acquisition of a 40% interest in the Evans Shoal petroleum exploration permit, offshore Northern Territory.

Wood Group: Advised Wood Group, the leading global energy services company, on various matters, including its acquisition of two separate Australian consultancy services companies in 2009.


Cameco Corporation: Acted for Cameco on its US$430 million acquisition of the Yeelirrie uranium project from BHP Billiton.
Brett acted for a joint venture between Cameco Corporation (70%) andMitsubishi Development Pty Ltd (30%) in acquiring the Kintyre uranium project in WA from Rio Tinto for US$495 million.

Toro Energy Limited: Advised Toro on its acquisitions of various uranium mining projects and associated assets in Western Australia.
Japanese consortium: Acted for a consortium comprising ITOCHU Corporation and JAURD (Japan Australia Uranium Resources Development Co. Ltd.) on an investment by way of farm-in and joint venture to acquire a 35% interest in the Lake Maitland uranium project in Western Australia.

Services and industrial businesses.


Mammoet: Advised Mammoet, a Dutch heavy lifting equipment manufacturer and services provider, on its acquisition of Hercules Crane Hire, a business which provided heavy lifting services to the energy and resources industry in Western Australia.

Spotless Group Limited: Advised Spotless Group, an ASX-listed diversified industrial company, on acquisition of various Western Australian industrial businesses.

Resources Evaluations Pty Ltd: Advised this mining consultancy which provided geological and mining engineering services, on the sale of its business to Runge Limited.

Versacold Logistics: Acted for the Toronto-based refrigerated cold storage company, on its A$435 million acquisition of P&O Cold Logistics which had assets in the United States, Australia, New Zealand and Argentina. Brett also acted for Versacold on its acquisition by Eimskipafelag Islands, an Icelandic company, for A$1.3 billion.

See Mergers and Acquisitions

Corporate Finance

Tigers Realm Coal Limited: Advised Tigers Realm Coal, a coal development and exploration company with projects in Russia and Colombia, in connection with its A$37.5 million IPO and listing on the ASX.

Talison Lithium Limited: Advised Talison on its C$80 million "bought deal" Canadian capital raising, closed during February 2011.

Brett has acted for Canadian brokers RBC Securities, Haywood Securities andThomas Wiesel Partners (formerly Westwind Partners Inc) on equity financings by ASX-listed companies and resulting listings on TSX.


Magma Metals Limited
: Advised Magma on its equity financing and dual-listing on the Toronto Stock Exchange.


Impact Minerals Limited
: Advised Impact on its initial public offering and listing on the ASX, and advised it on its acquisitions of mining interests in Western Australia and Queensland.

See Corporate Finance

Agribusiness

CBH Group: Advised grain handler and marketer CBH, Australia's largest co-operative, in relation to various matters including its acquisitions and divestments, and supply and logistics arrangements.

Agrium Inc.: Advised Canadian-based Agrium on its acquisition by scheme of arrangement of AWB for over A$1 billion.


AACL Holdings
: Advised AACL in relation to the sale of its grain co-production business to Glencore. This was a complex transaction involving the acquisition of assets from multiple management investment schemes, which upon completion of the sale were wound up.


Pastoral stations
: Advised on the sale and purchase of various cattle stations and pastoral leases in Western Australia.


See Agribusiness

Knowledge

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