Media release: Clayton Utz advising Wyloo on rare earths joint venture with Hastings Technology Metals

20 Feb 2025
1 minute

In a deal announced to the market today, Clayton Utz is advising Wyloo, a wholly-owned portfolio company of Tattarang, on the formation of a joint venture with Hastings Technology Metals Ltd (ASX: HAS) (Hastings) for the Yangibana Rare Earths and Niobium Project. The transaction also involved Wyloo acquiring a 19.99% equity interest in TSX-listed Neo Performance Materials Inc. (Neo), making Wyloo its largest shareholder.

Corporate and Energy and Resources partners Brett Cohen and Stephen Neale, and Banking & Financial Services partner Rohan Mishra, are leading the firm's multi-disciplinary team, along with Corporate partner Mark Paganin. The team supported Wyloo on its entry into an exclusive, non-binding term sheet for the unincorporated joint venture with Hastings.

Concurrent with execution of the term sheet, Wyloo acquired from Hastings a 19.99% interest in Neo, a specialty materials manufacturer, for value of A$79.8 million (in consideration for the cancellation of Hastings exchangeable notes held by Wyloo of a corresponding value). Neo is a global rare earth processing and advanced permanent magnets producer listed on the Toronto Stock Exchange.

Key terms outlined in the term sheet include Wyloo holding a 60% participating interest in the Yangibana project and acting as joint venture manager and operator, with Hastings holding a 40% participating interest. The transaction is subject to executing binding transaction documentation for the unincorporated joint venture (targeted for end of March 2025) and Hastings' shareholder approval. The balance of the Hastings exchangeable notes would be cancelled upon formation of the Yangibana unincorporated joint venture and Hastings settlement of the remaining shares it holds in Neo (1.49%) via a cash payment to Wyloo.

Clayton Utz's role in advising Wyloo follows the firm acting for Wyloo on its $150 million cornerstone investment in Hastings (through the issue of exchangeable notes) which completed in October 2022.

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