Damian is a Director and Principal of Williams + Hughes. He has practiced as a lawyer for over 28 years in the commercial, resources, agribusiness, software and technology fields. He has managed many large deals, including major investments, farm-ins and JV’s, asset and share sale deals, capital raising transactions and construction matters.

Damian acts for a wide range of clients, including ASX and TSX listed companies, large private family groups and small to medium enterprises. Damian has special expertise in M&A transactions.  

Damian adopts a pragmatic approach with a strong focus on ensuring his advice adds value and allows clients to get deals done.

Damian has significant business experience outside of law. This experience helps ensure he does not waste time on legal points that are not commercially important. His past and current roles include:

• Director and Executive Producer at Perpetual Entertainment West and Director at Quail Entertainment, television production companies
• Board member of the Churchlands Senior High School Foundation
• Director of eight unlisted gold exploration companies
• President of The West Australian Mining Club 2019/20; Secretary 2017-2019; Committee Member 2015-2020
• co-founder of four start-ups in space launch, biotech and mobile app sectors
• founding Trustee of the Rotary Club of Crawley Charitable Foundation
• Analyst and Management Consultant at boutique investment bank (3 years)
• Senior Associate at Perth's largest law firm (3.5 years)

Damian is a current member of the Australian Institute of Company Directors, Energy and Resources Law and the Law Society of Western Australia.

Damian is based in our West Perth office. He is a regular legal CPD seminar presenter for the Law Society of Western Australia and Legalwise, where he has presented extensively on M&A topics. He is married with three children and enjoys making TV shows, travelling and playing indoor cricket.

Some of the significant matters Damian has advised on include: 

Mining, resources and mining services

• Prepared numerous M&A agreements, 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
• Legal adviser to ASX-listed Image Resources for over 13 years in relation to numerous aspects of its Boonanarring and Atlas Mineral Sands Projects, including:
  • negotiating and preparing numerous land access, compensation, option and acquisition agreements relating to mining on private land and on Crown leases.
  • general day to day legal advice including FIRB approvals, exploration and mining agreements, petroleum pipeline easements and easements over adjoining properties.
• Australian legal adviser to TSX-V listed Novo Resources Corp. including:
  • establishing Australian subsidiaries and serving as a Director 2010-2023.
  • 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. 
• Legal adviser to ASX listed Middle Island Resources for over 10 years on numerous matters, including:
  • purchase of Sandstone Gold Project. Conducted legal due diligence and negotiated Asset Sale Agreement and related documents. 
  • sale of Sandstone Gold Project to Aurumin Limited. Negotiated Sale Agreement and related documents. 
  • 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.
  • proposed purchase of a Moroccan copper project.
  • sale of project interests in Burkina Faso, Niger, Liberia and Western Australia, including negotiating farm-in and royalty agreements.
• Legal adviser to Coil Group and JT Metallurgical Services, including toll processing, mill operation and various service contracts.
• Legal adviser to Resource Mining, including in relation to purchase of Goongarrie Gold Project, contract mining agreement and contract variation iss
• 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.
• 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.
• 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.
• 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. 

Mergers & Aquisitions 

• See above for mining and resources related M&A work.
• Acted for owners of Western Australia's largest hospitality supplies company, Hisco, on sale of business to French owned Reward Group.
• Acted for MBL on purchase of Southcoast Food Services business.
• 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 of company to Australian Clinical Laboratories (private equity owned).
• Acted for buyer of Titan Digital and Titan Brand businesses (120 staff across Australia and South Africa).
• Acted for Craig Mostyn Group in numerous acquisitions and divestments including:
  • assisted with aspects of the acquisition of 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
  • divestment of Tasmanian seafoods business
• Advised vendor of HPC Data Centres on sale of data centre to ASX-listed Amcom.
• Advised vendors of Orelogy mining software on sale of software business to Maptek.
• Advised vendors of Orelogy Consulting business to Perenti.
• 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.

Pipelines, Tanks and Terminals

• Acting for Coogee Chemicals for many years, including:
  • acted for the Coogee Chemicals - Mitsubishi joint venture regarding construction and operation of $100m+  Port Bonython diesel fuel terminal, including FEED study, build, terminal services, terminal lease and shareholders agreements and related documents
  • negotiating multi-decade pipeline leases and easements in Kwinana industrial estate.
  • negotiating multi-decade chlorine and caustic supply agreements.
  • negotiating land access agreements and easements for pipelines, tanks, railway sidings, elevated pipebridges, etc in in Kwinana industrial estate and Kalgoorlie.
  • acted for Coogee Chemicals in relation to sale of interst in Port Bonython Fuels
  • negotiating industrial leases and licences.

Construction

•  Advised subcontractors supplying services and equipment to major resources projects including Inpex Icthys Darwin, Rio Tinto (various Pilbara), FMG Cloud Break, BHP Newman, and Main Roads WA projects (various in Western Australia)
• Acted for the Coogee Chemicals - Mitsubishi joint venture regarding construction Port Bonython diesel fuel terminal- see above.
• 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 Fujitsu for multi site data centre upgrade program across 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 IT vendor 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.