GLG Legal advises Austral Resources Australia Ltd on Restructuring, Recapitalisation and Regional Consolidation

Counterparties: Glencore Australia, Secover Pty Ltd (Harvey Family Office) and Thiess

Secured Debt Discharged: $78 million

GLG Legal advised on the negotiation and formalisation of the Anthill Project Agreement (APA) — a four-party arrangement between Austral, Glencore, Secover Pty Ltd (associated with the Gerry Harvey family office) and Thiess. The APA ring-fenced the Anthill copper project as a standalone producing asset, with all operational proceeds applied exclusively to repayment of the $78 million secured debt owed to Glencore and Secover. Austral retained a 10% interest in Anthill's free cash flow post-repayment, with no ongoing financial or operational exposure. The structure eliminated all secured debt without shareholder dilution and was a condition of Austral's subsequent ASX reinstatement.

Counterparty: Thiess Pty Ltd

Settlement: $17.5M cash + $10M equity (up to 200M shares at $0.05) + 54.6M share transfer (~17% resulting holding)

GLG Legal advised on the full settlement of all amounts owed to Thiess under the Mining Services Agreement. The three-limb settlement comprised a $17.5 million cash payment, the issue of $10 million in new Austral shares at the placement price, and the transfer of 54.6 million existing shares to Thiess from third parties (including 40 million from the Jauncey Entities). On completion, Thiess agreed to the full release and discharge of all unsecured debt and to terminate the Mining Services Agreement without penalty, leaving Thiess as an approximately 17% shareholder and eliminating a significant legacy liability ahead of reinstatement.

Target: Copper Resources Australia Pty Ltd (owner of Rocklands Project)

Vendor: Glencore Australia Pty Ltd

Structure: Deed of Company Arrangement (DOCA)

Glencore Loan Facility: US$15 million (secured over all CRA property)

Offtake: 100% of copper concentrate from Austral tenements / Rocklands concentrator

Tolling: Glencore access to Rocklands processing capacity from recommissioning (target July 2027)

The Rocklands project — 17 km from Cloncurry, comprising three mining leases, one exploration permit and a sulphide copper concentrator — is the cornerstone of Austral's regional growth strategy. GLG Legal advised on the full suite of transaction documents required to complete the acquisition and satisfy the ASX's reinstatement conditions.

Acquisition Structure (DOCA)

The acquisition of Copper Resources Australia Pty Ltd (CRA), the Rocklands project vehicle, was structured as a Deed of Company Arrangement with Austral as proponent. GLG Legal advised on the DOCA mechanics, conditions precedent, extinguishment of all creditor claims on effectuation, and the integration of the acquisition with the concurrent financing and commercial documents.

Glencore Loan Facility (US$15M)

To fund the DOCA cash component, GLG Legal negotiated and documented a US$15 million secured loan facility with Glencore, secured by a charge over all present and future property of CRA. Formal confirmation of execution and drawdown readiness was an ASX reinstatement condition. The facility was repaid in full following the Lady Loretta acquisition in early 2026.

Offtake and Tolling Agreements

Concurrent with the DOCA, GLG Legal documented two commercial agreements with Glencore underpinning Rocklands' long-term economics: a copper concentrate offtake agreement granting Glencore rights to 100% of concentrate from Austral's tenements or the Rocklands concentrator; and a tolling agreement granting Glencore access to Rocklands' spare processing capacity post-recommissioning. As the only third-party toll treating facility in the Cloncurry region, the tolling arrangement provides Austral with a significant strategic and commercial advantage.

Target: Noranda Pacific Pty Ltd (owner and operator of Lady Loretta mine)

Vendor: Glencore AG

Consideration: US$40.0M paid by Glencore to Austral at completion, less ~A$14.4M rehabilitation bond cash-back

NSR Royalty: 2.5% on all copper oxides and copper sulphides from Lady Loretta tenements

GLG Legal advised on Austral's acquisition of Noranda Pacific Pty Ltd — owner and operator of the Lady Loretta mine, associated exploration permits, processing infrastructure and mining camp — from Glencore. The transaction was unusually structured in Austral's favour: Glencore paid Austral US$40 million at completion, with approximately A$14.4 million deducted against the rehabilitation bond, leaving Noranda Pacific with approximately US$30.4 million in unrestricted cash — a cash-positive acquisition.

In consideration, Austral granted Glencore a 2.5% NSR royalty on all copper products from the Lady Loretta tenements and entered into a Glencore offtake agreement for those products. GLG Legal advised on the acquisition agreement, NSR royalty instrument, the security interest over Lady Loretta granted in favour of Glencore, and the Listing Rule 10.11 shareholder approval process conducted at a March 2026 meeting. Completion left Austral debt-free following simultaneous repayment of the Glencore Rocklands facility.

Lady Loretta is located approximately 150 km north-west of Mt Isa, immediately adjacent to Austral's Lady Annie copper mine. The transaction consolidates tenure around Lady Annie, delivers near-term ore feed through the pit wall cutback, and underpins Austral's target of 50,000 tonnes of copper metal per annum for over 20 years.