Spotlight on Carl Della-Bosca – WA M&A from mining to online gaming (and everything in between)

Carl:

As you might expect, metals and mining leads the way in terms of deal volume and value. There have been over $28 billion worth of transactions announced or completed in the WA mining sector since the start of the 2025 calendar year.

Deal activity often strongly correlates with commodity prices, so given the surging and sustained gold prices in the last year we have unsurprisingly seen significant consolidation in that sector. Large gold M&A transactions that have been announced this year include Northern Star's $5 billion acquisition of De Grey Mining and its Hemi project, as well as Gold Fields’ agreement to acquire its joint venture partner at Gruyere, Gold Road Resources, for $3.7 billion. We have also seen consolidation amongst aspiring developers and producers such as the $2.4 billion merger between Ramelius Resources and Spartan Resources, and Capricorn Metals' acquisition of Warriedar Resources. These transactions tend to be about building scale to help make project development and extraction viable and efficient. Of course, high gold prices tend to mean that gold companies' share prices run hot too, which can make negotiations challenging – we saw that earlier this year with Gold Fields having to up its offer for its joint venture partner, Gold Road, by $380 million in order to secure an agreed and recommended deal.

Beyond gold – and notwithstanding the relatively less spectacular performance of, and in some cases significant volatility in, the prices of other metals – we continue to see activity elsewhere in the mining sector. For example, in the iron ore space, we are still seeing inbound interest from major strategic investors. We were delighted to advise Mitsui on its recent agreement with BHP to acquire a minority interest in the Ministers North iron ore deposit which is located in the Pilbara region in WA. Earlier this year Mitsui also entered into agreements to acquire an aggregate 40% interest in the Rhodes Ridge iron ore joint venture project in the Pilbara. This reflects the strategic approach investors are taking to acquiring high grade undeveloped iron ore assets with an eye to the longer term.

By contrast, there have been fewer transactions involving lithium, in line with the price of that commodity staying well below its 2022 to 2023 peak which was accompanied by a frenzy of activity. However, there have been some recent notable exceptions, including Rio Tinto's acquisition of global lithium company Arcadium. In addition, albeit outside of WA, Rio Tinto's joint venture with Codelco to develop and operate a high-grade lithium project in Chile’s Salar de Maricunga, on which Ashurst advised Rio Tinto.

Of course, while mining and energy is a big focus in WA there has also been major M&A activity in other sectors. For example, Neil Pathak and I recently led the Ashurst team advising Perth-headquartered interactive entertainment company VGW Holdings on its $3.2 billion acquisition by Lance East Office, the family office of VGW's founder and CEO.

Carl:

We expect to see more deals and more consolidation in the gold sector, both in the WA goldfields and beyond – particularly among mid-sized miners where there are operational or geographical synergies and in pursuit of scale to allow them to compete with the major players.

Given the importance of copper to energy transition and decarbonisation, I also anticipate that high quality copper projects will continue to attract strong interest. We've already seen that emerging this year, including in Harmony's acquisition of MAC Copper, on which Ashurst advised Harmony.

Lithium is of course also important for 'new energy', but it is harder to see many major plays for lithium interests emerging unless there is a sustained improvement in the lithium price.

Carl:

The Commonwealth of Australia has entered into a Strategic Shipbuilding Agreement with Austal Defence Shipbuilding Australia, a newly created, wholly owned subsidiary of Austal Limited, which establishes the framework under which Austal Defence Shipbuilding Australia will design, construct, integrate, and deliver key naval programs at the Henderson Defence Precinct in WA, beginning with the LAND87190 Landing Craft Medium and Landing Craft Heavy projects for the Australia Army.

To protect the Commonwealth's interests in continuous shipbuilding and to preserve its rights to ensure Austal Defence Shipbuilding Australia continues to deliver Commonwealth programs, the Commonwealth has been issued a "sovereign share" in Austal Defence Shipbuilding Australia and entered into a Shareholders Deed with Austal and Austal Defence Shipbuilding Australia to regulate the affairs of Austal Defence Shipbuilding Australia. Under these arrangements, Austal (as the holder of all of the ordinary shares) has day-to-day management control of Austal Defence Shipbuilding Australia, and will derive all the economic rewards and bear the economic risks of owning it. The Commonwealth has information and veto rights (and in limited circumstances, an ability to give directions to Austal Defence Shipbuilding Australia), which rights are directed towards protecting the Commonwealth’s position in relation to its strategic objectives.

The Commonwealth has also been granted a call option over Austal's shares in Austal Defence Shipbuilding Australia that can be exercised in certain circumstances, including where the Strategic Shipbuilding Agreement is terminated, a third party acquires control of Austal Limited or a third party acquires a relevant interest or other interest (including a synthetic interest) in more than 20% of Austal Limited (subject to certain qualifications).

Being involved in the design and implementation of this structure, and ensuring it works to protect the Commonwealth's sovereign and strategic interests, was certainly a fascinating experience.

The issuance of the sovereign share in Austal Defence Shipbuilding Australia to the Commonwealth reflects a growing trend for Western governments to assert additional control over assets of national security or strategic importance. Other recent examples include the issuance of a "golden share" by U.S. Steel to the President of the United States as part of the package for approval for the acquisition of U.S. Steel by Nippon Steel Corporation.