Veirano Advogados and Hamilton Locke are advising Oceana Metals on the acquisition of the Serra Negra mining project in Brazil for up to US$10.3 million.
Oceana Metals Limited (ASX: OCN), listed on the Australian Securities Exchange, has entered into a binding agreement to acquire 100 per cent of the shares of the vehicle holding the Serra Negra Rare Earth and Niobium Project, located in the state of Minas Gerais.
The total consideration of up to US$10.3 million is structured in three tranches: US$2.95 million in cash plus 20 million Oceana shares valued at approximately US$5.0 million, payable at closing; deferred milestone payments of up to US$2.25 million, contingent upon the declaration of JORC resources; and a 2.5 per cent net smelter royalty on all payable minerals extracted from the concessions, excluding iron ore. Closing remains subject to customary conditions.
Veirano Advogados acted as Brazilian counsel to Oceana Metals, advising on the structuring of the transaction, reviewing corporate and regulatory requirements under Brazilian law, and coordinating with foreign advisors for the cross-border closing. The team was led by partner Julio Antonio Nunes Queiroz, assisted by associate Marcela Traldi and lawyer Vinícius Soares Scheid Mascarenhas.
Hamilton Locke acted as Australian counsel to the buyer. The team was led by partner Shaun Hardcastle, with senior associate Simon Barcham and lawyer Lachlan Pethick.
The transaction reflects the sustained interest of ASX-listed mining companies in Latin American rare earth projects, driven by demand for critical mineral supply chains outside China. The variable consideration structure—with milestones tied to JORC resource declarations—is standard in acquisitions of exploration-stage assets, where geological risk remains unquantified and the buyer seeks to align price with technical confirmation of the resource.
