{"id":56284,"date":"2026-05-19T11:07:36","date_gmt":"2026-05-19T11:07:36","guid":{"rendered":"https:\/\/my.legal500.com\/developments\/?post_type=legal_developments&#038;p=56284"},"modified":"2026-05-19T11:07:36","modified_gmt":"2026-05-19T11:07:36","slug":"oceana-metals-limited-acquisition-of-100-of-serra-negra-rare-earths-and-niobium-project-in-brazil-for-total-consideration-of-up-to-us10-3-million-us2-95-million-cash-20-million-oceana-shares-and","status":"publish","type":"legal_developments","link":"https:\/\/my.legal500.com\/developments\/thought-leadership\/oceana-metals-limited-acquisition-of-100-of-serra-negra-rare-earths-and-niobium-project-in-brazil-for-total-consideration-of-up-to-us10-3-million-us2-95-million-cash-20-million-oceana-shares-and\/","title":{"rendered":"Oceana Metals Limited Acquisition of 100% of Serra Negra Rare Earths and Niobium Project in Brazil for Total Consideration of up to US$10.3 Million (US$2.95 Million Cash, 20 Million Oceana Shares, and up to US$2.25 Million in Milestone Payments, plus 2.5% Net Smelter Royalty)"},"content":{"rendered":"<p><strong>Oceana Metals Limited (ASX: OCN) (&#8220;Oceana&#8221;) entered into a binding agreement with private vendors to acquire 100% of the shares in the private company (&#8220;Target&#8221;) which is the holder of the mineral rights comprised by the Serra Negra rare earths and niobium Project in Minas Gerais State, Brazil (the &#8220;Acquisition&#8221;). Under the Acquisition, Oceana will pay total upfront and deferred consideration of up to US$10.3 million, comprising: (a) US$2.95 million in cash and 20,000,000 fully paid ordinary shares in Oceana (approximately US$5.0 million at a deemed issue price of A$0.36 per share) on completion; and (b) deferred Milestone Payments of up to US$2.25 million (US$750,000 upon announcing an initial JORC mineral resource, and US$1.5 million upon announcing a JORC resource of at least 100Mt at 4% TREO or equivalent). The vendors will also be granted a 2.5% net smelter royalty on all payable commodities extracted from the permits (excluding iron ore). Completion of the Acquisition remains subject to customary conditions precedent.<\/strong><\/p>\n<p><!--more--><\/p>\n<p>Veirano Advogados acted as Brazilian legal counsel to Oceana Metals on the Acquisition, providing advice on all aspects of the transaction from a Brazilian law perspective, including structuring the Transaction, reviewing corporate and regulatory requirements, and coordinating with foreign counsel to ensure an efficient and integrated cross-border signing. Hamilton Locke acted as Australian legal counsel on the Acquisition.<\/p>\n","protected":false},"featured_media":0,"template":"","class_list":["post-56284","legal_developments","type-legal_developments","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/my.legal500.com\/developments\/wp-json\/wp\/v2\/legal_developments\/56284","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/developments\/wp-json\/wp\/v2\/legal_developments"}],"about":[{"href":"https:\/\/my.legal500.com\/developments\/wp-json\/wp\/v2\/types\/legal_developments"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/developments\/wp-json\/wp\/v2\/media?parent=56284"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}