Damian has practiced as a lawyer for 25 years in the commercial, resources, agribusiness, software and technology fields. He has managed many large deals, including major investments, farm-ins and JV’s, M&A asset and share deals, capital raising transactions and construction matters. Damian acts for a wide range of clients, including ASX and TSX-V listed companies, large private family groups and small to medium enterprises.
Damian adopts a pragmatic approach with a strong focus on ensuring his advice adds value and allows clients to get deals done.
Damian is the 2020 President of the WA Mining Club, which has over 800 members from across the exploration, mining and mining services industries. He has served as a Committee member since 2015 and was Secretary from 2017 to 2019. He also managed the Scholarships portfolio across 2015 to 2019, and grew the program from five scholarships with 85 applications to nine scholarships and 482 applications, a more than a 500% increase.
Damian has significant experience outside of law. This ensures he does not waste time on legal points that are not commercially important. He is a director of seven junior gold exploration companies, and he has co-founded four start-ups. Damian previously worked at Perth's largest law firm specialising in resources matters, followed by three years working in investment banking.
Damian is a member of the Australian Institute of Company Directors, Australian Mining and Petroleum Law Association and Law Society of Western Australia. He was a founding trustee of the Rotary Club of Crawley Charitable Foundation.
Damian is a Director of Williams + Hughes and is based in our West Perth office. He is a regular presenter for the Law Society of Western Australia and Legalwise, and has also presented ACCC compliance programs to clients. He is married with three children and enjoys travelling and playing indoor cricket.
Some of the significant matters Damian has advised on include:
Mining, resources and mining services
- Australian legal adviser to TSX-V listed Novo Resources Corp. since 2010, including:
- establishing Australian subsidiaries and serving as a Director since 2010.
- negotiating and preparing numerous farm-in, joint venture, sale and purchase and royalty agreements, including due diligence and transaction agreements with Creasy Group, Millennium Minerals, Artemis Resources, Comet Well vendors, Pioneer Resources, Calidus Resources, Northwest Resources, Nimble Resources, Talga Resources, Mesa Minerals and others.
- general legal and contracting work including heritage agreements, split minerals rights agreements, refining agreements, toll treatment, leases, access agreements, DMIRS compliance work, advising in relation to tenements issues, etc.
- legal compliance and advice including company secretarial work, FIRB applications, DMIRS compliance, employment issues, complex stamp/transfer duty matters and general day to day legal advice including .
- Legal adviser to ASX-listed Image Resources for over 10 years in relation to numerous aspects of its Boonanarring Mineral Sands Project, including:
- negotiating and preparing numerous land access, compensation, option and acquisition agreements relating to mining on private land.
- general day to day legal advice including FIRB approvals, exploration and mining on private land, petroleum pipeline easements and easements over adjoining properties.
- Acted for ASX-listed Apex Minerals in successfully restructuring of $87 million debt facility, including negotiations with security trustees and banks in New York and reset of debt facility, warrant deeds, security trust deeds, etc.
- Acted for ASX-listed Middle Island Resources on purchase of Sandstone Gold Project. Conducted legal due diligence and negotiated Asset Sale Agreement and related documents. Subsequently acted in relation to several tenement transactions in the Sandstone region for Middle Island.
- Acted for ASX-listed Middle Island Resources bidding for Samira Hill gold mine in Niger. Extensive assistance with due diligence, advice in relation to Mining Code of Niger and negotiating sale agreement and related documents.
- Acting for ASX-listed gold explorer purchasing a Moroccan copper project.
- Act for mining services contractor - prepared mining services agreements, and advised in relation to disputes regarding contract variations.
- Advised ASX-listed gold explorer farming into mining permits in Burkina Faso and in Liberia, including negotiating farm-in and royalty agreements.
- Prepared oil and gas services agreements for Plexal for gas pipeline projects in Australia, Bangladesh and Thailand.
- Advised ASX-listed Cougar Metals in relation to Brazilian lithium project.
- Acted for Lime Industries Group in relation to limestone and sand mining.
- Legal adviser to Titan Plant Hire and Territory Plant Hire, including in relation to numerous infrastructure and resources projects in Western Australia and Northern Territory.
- Advised ASX-listed Magnetic Resources in relation to acquisition of gold projects.
- Advised ASX-listed Mindax in relation to acquisition of gold projects, including farm-in agreements.
- Acted for ASX-listed Emu Nickel in relation to various minerals projects.
- Advised Australian investment company to set up Limited and General Partnerships in the Cayman Islands for investment in global resources opportunities.
- Prepared numerous farm-in agreements, joint venture agreements, land access and compensation agreements for listed and non-listed exploration companies.
- Prepared numerous subcontractor, procurement and hire agreements for mining services companies supplying to major resources construction projects.
Mergers & Aquisitions
- See above for mining and resources related M&A work.
- Acted for INX Software shareholders on sale of majority stake in INX to private equity buyer Tanarra Capital.
- Acted for Perth Medical Laboratories (Perth’s largest independent pathology business) shareholders on sale to Australian Clinical Laboratories (private equity owned).
- Acting for buyer of Titan Digital and Titan Brand businesses (120 staff across Australia and South Africa).
- Acting for Craig Mostyn Group in numerous acquisitions and divestments including:
- assisting with aspects of the acquisition of a large interest in V&V Walsh
- acquisition of Jade Tiger, Australia’s largest abalone farm
- acquisition of Australian Seafoods (abalone and rock lobster) in Dover, Tasmania
- acquisition of Fertal rendering business
- divestment of Fataway business
- Advised vendor of Perth data centre on sale of facility to ASX-listed Amcom.
- Advised vendor of Orelogy mining software on sale of software business to Maptek.
- Advised Conducive shareholders on sale of IT services business to ASX-listed Empired Limited.
- Advised Silicon Valley based software company on purchase of Australian software business, including IP due diligence.
- Advised Wild Geese International (oil and gas safety and induction training) to ASX-listed Site Group International.
- Advised sellers of Ecologia to ASX-listed RDG.
- Advised numerous buyers and sellers in private M&A transactions, including involving vendor finance, earn-outs and funds escrow arrangements, including acting as escrow agent.
- Acting for Coogee Chemicals - Mitsubishi joint venture for construction and operation of $100m+ Port Bonython diesel fuel terminal, including FEED study, build, terminal services, terminal lease and shareholders agreements and related documents
- Prepared numerous construction contracts for Craig Mostyn Group, including construction contracts for:
- multiple abalone farm extensions in several locations across Australia, including at Australia's largest abalone farm
- multistage expansion of Western Australia’s largest pig abattoir, including new buildings and plant upgrades
- multistage construction of large commercial piggeries at Mogumber (six large buildings)
- multistage expansion of Western Australia’s largest meat and poultry waste rendering facility, including plant upgrades, new water treatment plant, new boilers and new rendering line
- refit of the Group’s head office in Fremantle
- Prepared construction contract documents for Tier 1 international data centre operator for multi site upgrade program across Australia
- Advised subcontractors supplying equipment and services to major resources projects including Inpex Icthys, Rio Tinto (various Pilbara), FMG Cloud Break, BHP Newman, and Main Roads WA projects (various in Western Australia)
Software and IT related
- See above for software and IT related M&A work.
- Advised large private company in relation to moving from in-house IT solution to Telstra hosted Cloud environment (production, disaster recovery, backup).
- Advised large industrial company in relation to Oracle software licensing audit and licensing compliance, including compliance with licensing terms and challenging licence fees demanded for virtual machines and multiple software instances.
- Advised company entering USA market - prepared manufacturing, distribution, branding and licensing agreements.
- Advised ASX-listed property company in relation Microsoft Dynamics enterprise agreements.
- Prepared suite of software licencing, maintenance and support agreements for spatial software developer (Australia and USA).
- Prepared numerous software license agreements, distribution agreements, reseller agreements, EUSLAs, support and maintenance and service level agreements (including SaaS and Cloud Agreements), consulting contracts, etc for numerous Australian software companies.
- Reviewed and advised numerous clients in relation to IT procurement contracts.
- Prepared numerous website and app T&C's
- Advised many software, medical and mobile app start-ups in relation to business structuring, shareholder agreements, terms and conditions, fundraising documents, commercialisation agreements, manufacturing, distribution, branding and licensing agreements.