Australian heavy rare earths-focused company Northern Minerals Limited (ASX: NTU) refers to previous announcements relating to:
- the beneficial ownership matters that it referred to the Foreign Investment Division of the Department of Treasury (FIRB) in November 2025 (the Relevant Matters);
- correspondence from FIRB in which the Treasurer advised he had reason to believe that Hong Kong Ying Tak Limited (HKYT) had acquired a total of 361,538,264 shares (or approximately 3.79% of the total number of Northern Minerals shares on issue) in the Company in contravention of the Foreign Acquisitions and Takeovers (Disposal of Interests in Northern Minerals Limited) Orders 2024 (Disposal Order). That announcement, in April 2026, also attached interim directions made by the Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA) in respect of those shares (the HKYT Interim Directions); and
- orders made by the Treasurer dated 17 May 2026, exercising his powers under the FATA to make disposal orders against six (6) foreign investors in Northern Minerals shares (representing approximately 17.58% of the total number of Northern Minerals shares on issue) (New Disposal Orders).
Further to Northern Minerals’ announcement on 18 May 2026, the Company has now had the opportunity to consider the New Disposal Orders. As noted above, the New Disposal Orders relate to 1,678,895,780 Northern Minerals shares (representing approximately 17.58% of the total number of Northern Minerals shares on issue at today’s date) held by six foreign shareholders.
In short, the Treasurer has ordered the six foreign shareholders to divest part or all of their respective shareholdings in Northern Minerals by 2 July 2026. A copy of the New Disposal Orders, which specify the relevant foreign entities and the number of shares each is required to divest, is annexed to the Company’s ASX announcement. For ease of reference, the table below provides a summary of the disposal information.
The Company also notes that the HKYT Interim Directions, remain in effect. They direct Hong Kong Ying Tak Limited:
- to not vote the 361,538,264 shares on any matter at Northern Minerals’ next Annual General Meeting (AGM) or any other general meeting held on or before the next AGM; and
- to not dispose of any of the shares on or before Northern Minerals’ next AGM.
Commenting on the Treasurer’s announcement of these New Disposal Orders, Northern Minerals Executive Chair Adam Handley said:
“We welcome the Treasurer’s national security orders relating to certain shareholdings in Northern Minerals made under Australia’s foreign investment regime. The Treasurer’s orders are an important step towards aligning Northern Minerals’ share register with Australia’s national security interests. We strongly believe in the need for a level playing field for all of our shareholders, subject to the requirements of Australia’s foreign investment regime. Northern Minerals will continue to work cooperatively with FIRB and other regulatory agencies in relation to these matters.
“Northern Minerals is working hard to advance our 100%-owned Browns Range Heavy Rare Earths Project, which is a globally significant opportunity to underpin a new, secure and reliable allied nations supply chain of the rare earths needed to produce the permanent magnets used in many applications including defence,
decarbonisation, and medical technologies. Maintaining a transparent share register aligned with Australia’s national security interests is critical to Northern Minerals’ ability to secure funding and advance Browns Range. Such alignment underpins confidence among government stakeholders and strategic partners and supports Australia’s broader ambition to build sovereign capability in critical minerals and rare earths supply chains, under the Federal Government’s Critical Minerals Strategy.
“This is the fourth time in just over three years that the Federal Government has made orders to address national security matters relating to our share register. We are confident that, with the Federal Government’s continued support, we will be able to advance Browns Range in line with Australia’s national interest.”
It is important that Northern Minerals shareholders and the broader capital market appreciate the Company’s referral to FIRB relates to broader shareholdings than those represented by the HKYT Interim Directions and the New Disposal Orders.
Northern Minerals will continue to cooperate fully with all authorities and regulators, including FIRB. The Company will also continue to monitor its share register closely, as it has done in the past, and will notify any concerns to the relevant authorities.
Currently, Northern Minerals has until 30 June 2026 to hold its 2025 AGM. The Company is assessing the impact of the New Disposal Orders on the proposed timing of its 2025 AGM and will keep the market updated on this issue.
Northern Minerals continues to advance development of its 100%-owned Browns Range Heavy Rare Earths Project, in the East Kimberley region of Western Australia. Browns Range contains a globally significant deposit of the heavy rare earths Dysprosium, Terbium and Yttrium (together, Dy/Tb/Y) and is one of the world’s most significant and advanced heavy rare earths development projects outside of China.
Aligned with the signing of the landmark Critical Minerals and Rare Earths Framework Agreement by US President Trump and Prime Minister Albanese in October 2025, Northern Minerals received a coordinated Letter of Intent from Export-Import Bank of the United States and a Letter of Support from Export Finance Australia to assist with funding of Browns Range’s development.
Subject to project funding, Northern Minerals is targeting a Final Investment Decision to develop Browns Range by no later than 30 September 2026, with target first production by late 2028 / early 2029 to coincide with a forecast global shortfall in the supply of Dy/Tb/Y.
The Company has a binding, conditional, long-term agreement with Iluka Resources (ASX: ILU) to supply, based on current planned production at Browns Range, circa 65% of its Dy/Tb/Y-rich xenotime concentrate to Iluka’s Eneabba rare earths refinery, also in Western Australia. Iluka is completing construction of Eneabba with funding support of ~A$1.6 billion from the Australian Government.
Northern Minerals will keep shareholders updated on any material developments in accordance with its continuous disclosure obligations.
