Australian heavy rare earths-focused company Northern Minerals Limited (ASX: NTU) refers to:
- the Foreign Acquisitions and Takeovers (Disposal of Interests in Northern Minerals Limited) Orders 2024 made by the Federal Treasurer, the Hon. Dr Jim Chalmers, on 2 June 2024, which required five shareholders of the company at that time (including Black Stone Resources Limited (Black Stone), Mr Xi Wang and Ms Ximei Liu, to divest a total of 613,573,632 fully paid ordinary shares in the company to persons that were not their associates within 60 days of the effect of the instrument (Disposal Order); and
- the company’s ASX announcement dated 21 November 2025 and several subsequent ASX announcements in which it was noted that the company had referred certain matters that could indicate possible breaches of the Disposal Order, the Foreign Acquisitions and Takeovers (Prohibition of Proposed Action) Order (No. 1) 2023 (Cth) made by the Treasurer on 15 February 2023 (Prohibition Order) or the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA) to the Foreign Investment Division of the Department of Treasury (FIRB) (together the Relevant Matters).
Northern Minerals has received correspondence from FIRB relating to the transfer of a total of 361,538,264 shares (the Relevant Interests) in the company from Black Stone, Mr Xi Wang and Ms Ximei Liu to Hong Kong Ying Tak Limited. In the FIRB correspondence, the Treasurer advised he has reason to believe that the transfers of the Relevant Interests contravened the Disposal Order and that, accordingly, the Treasurer has exercised his power under section 79V(1) of the FATA to make interim directions to Hong Kong Ying Tak Limited and Northern Minerals, including orders for Northern Minerals:
- to not recognise the exercise of any powers to vote in relation to the Relevant Interests on any matter put to the members at the next annual general meeting (AGM) of the company or any other general meeting held on or before the company’s next AGM; and
- to not register any transfer of the Relevant interests on or before the holding by the Company of its next AGM.
As announced by Northern Minerals on 3 March 2026, the Supreme Court of New South Wales has made orders deferring the last date on which Northern Minerals’ 2025 annual general meeting (being the next AGM) must be held to 30 June 2026.
A copy of the Treasurer’s interim directions is attached to the ASX announcement.
Commenting on the Treasurer’s interim directions, Northern Minerals executive chair Adam Handley said:
“Northern Minerals notes the Treasurer’s decision to make the interim directions following a referral by the company of certain shareholding matters to FIRB for consideration.
“Northern Minerals is committed to complying with all rules and regulations including those pertaining to our ASX listing and shareholding transparency. This extends to full transparency with government agencies, both in Australia and overseas.
“The company will continue to cooperate fully with FIRB and other regulators but believes it is inappropriate to comment further on the Treasurer’s interim directions at this stage.”
Northern Minerals understands that FIRB’s consideration of the matters is ongoing. The company will keep shareholders updated on any material developments in accordance with its continuous disclosure obligations.
