Noblemen Ventures Previous Transactions

Previous Transactions

The Noblemen team collectively represents international commercial transaction experience, the value of which extends to over a billion dollars, and many decades.

Our clients value our ability to evaluate a position, pool the required resources, and act now to make things happen, and we’re on it, holding the tiller until it’s done. Each client’s solution results from rigorous consultation and evaluation of their specific needs and market environment, and we implement with a world-view consideration to funding alternatives.

We believe these are the hallmarks of the most valuable corporate adviser. It’s what allows a great corporate adviser to find the path, give direction and lead a team through any transaction, right now in the real world – and this is a fast-changing world!

Financial Services

Wayne Johnson – Independent Director

Wayne’s extensive financial services experience was highly valued in his role of independent director and in the process of Noblemen raising in excess of A$3 million for Republic Capital Limited. Republic relaunched as Spitfire Asset Management Pty Ltd (ACN 605 492 635), a Corporate Authorised Representative (AR No. 001008997) of CIP Licensing Limited (ACN 603 558 658) AFSL No. 471728. Spitfire was a start-up online investment company with leading technology in fintech for automated wealth. Spitfire’s automated investment platform and service offered an innovative and transparent experience for Advisors and investment clients.

Business Management, Capital and Corporate Restructuring, Governance, M&A

MDS Financial Group Limited gained its original AFSL accreditation and trading pedigree through the acquisition in 2007 of The Cube Financial Group, the diversified AFSL financial services company created by Wayne Johnson in 2002. In 2011, Wayne was reinstated to the Board as Executive Chairman, after his advice and business management was requested by the new management and Board of MDS.

Wayne and his associates in Noblemen Ventures supplied corporate advisory services for MDS, including capital raising and the restructure of MDS. He overhauled the financial management to return the company to cash flow positive and assisted management to refocus the business in a changing market.

MDS Financial Group shape-shifted to an ASX market participant through its subsidiary D2MX Pty Ltd, delivering wholesale trade execution facilities to institutional investors, broker-dealers, and high net-worth individuals. Revenues were directly uplifted through corporate advisory business brought to MDS by Wayne, including the Sino Australia Oil and Gas IPO, Australia’s largest Chinese company to IPO in 2013.

Wayne resigned as Executive Chairman of MDS in January 2014 to concentrate on the Noblemen Ventures corporate advisory business.

Wayne Johnson – CEO, Founding Director, Major Shareholder

In 2001 when Wayne recognised the opportunity the newly regulated financial markets would present, he founded the Cube Financial Group (Cube), a successful AFSL licensed (232455) financial services company.  As a founding director, CEO and major shareholder of a business providing online and broker-driven share trading services, financial planning, investor education and trading recommendations, Wayne quickly learned the financial services business on all fronts.

Cube was a dynamic, entrepreneurial company punching above its weight and proud to lay claim to CubeTrader, the first and most advanced conditional order system, Australia’s first CFD Advisory Desk, and STOCK CUBES, the daily stock report and trade recommendations newsletter which achieved annualised returns in excess of 40 per cent each year since its introduction in 2005.

In December 2007, Wayne facilitated the merger and acquisition of  Cube into public company MDSnews (then ASX: MWS now ASX:SEQ), at the same time as Bourse Data, with a strategy to capitalise on the synergies of the new group, which became MDS Financial Group. Wayne stepped down as CEO of MDS in July 2007 and as a director in October 2007. He remained a major shareholder and in 2011 rejoined the Board as Executive Chairman at the request of the new management of MDS, for his advice and business management skills.

Technology and Business Services

Chairman & Independent Director, Capital Raising and Corporate Restructure

Wayne Johnson is Non-Executive Chairman of Cape Range Limited ASX:CAG ACN 009 289 481). He provided corporate advisory services to Cape Range for its recapitalisation and reinstatement to trading on the ASX. Cape Range Limited was incorporated as an unlisted public company limited by shares on 11 January 1988 and was previously listed on the Official List until it was voluntarily suspended.

On 22 June 2017, the Company, Biztrak Business Solutions Sdn Bhd (Biztrak), and the shareholders of Biztrak entered into a binding acquisition agreement, pursuant to which the Company agreed to acquire 100% of the fully paid ordinary shares in Biztrak from the Biztrak Shareholders.

Biztrak is an established and profitable company specialising in cost-effective, high-performance accounting and business intelligence software for SME’s.

Having acquired the assets of Biztrak in June 2017, Cape Range Limited (the Company) relisted via IPO on the ASX as CAG on November 30, 2017.

Corporate Advisory, Capital Raising & Business Management

Wayne and the Noblemen team were introduced to the founder of Foocaa Tech, a Chinese IOE/IOT business with a unique business model, while touring the Dongguan Technology Park as a guest of the Dongguann government. Having immediately identified the compelling value proposition, Noblemen became an co-founder and investor in the business, which is the digital hub for over 20 million affluent Chinese customers, and a state-of-the-art data mining and marketing facilities for vendors of corporate and consumer goods.

Foocaa has proven proprietary technology and multiple patents in data mining and predictive algorithmic artificial intelligence, this intelligent cloud-based platform is fully enabled for mobile, GPS, and QCode and provides an unrivaled direct-to-customer digital connection.

Wayne is a Director, shareholder and corporate advisor to Foocaa, and is currently exploring expressions of interest for investment and partnership opportunites.

Governance, M&A, Capital and Corporate Restructuring.

During Wayne’s tenure as a Non Executive director, SmartPay was an NZX listed company (NZX:SPY) with a market capitalisation of circa A$50 million. Wayne served as a Non-executive Director and Company Chairman providing strategic direction, M&A and capital raising advice.

SmartPay is a leading provider of electronic payment and transaction solutions in New Zealand and Australia. The company has developed and owns its unique software IP and at the time had greater than 40 per cent share of the EFTPOS market in New Zealand and a growing share in Australia. SmartPay partnered with banks and leading retailers, and also enjoyed a significant share of the taxi payments industry in Australia.

Managing Director and  Corporate Advisor.

E-cademy was an online interactive learning and communication network, whose technology and ideology was so advanced, much of it is still current today. Well ahead of its time this technology has since become the international phenomenon we now know as online interactive broadcast video.

As Managing Director of E-cademy in 2001, Wayne identified online broadcasting as a new wave technology boom, secured world benchmark technology, and IP in the field, completed ‘cloning’ of a public company, and listing on the NZX.

While online video broadcast and interactive online communications are commonplace today, in 2000 it was unheard of and struggled with bandwidth limitations and market comprehension. The E-cademy system was created by a team of technical and pedagogic experts and was born of the idea to deliver education online, live, and interactive. Supported by advanced database functionality, audience performance tracking, live broadcast and audience interactivity facilities, e-commerce, virtual whiteboards, chat rooms, a content archive and retrieval system, and many more features, other commercial applications soon became apparent.

The company was listed on the NZX in 2000 through a corporate restructure of Heritage Gold NZ Limited and was the subject of a hostile takeover in 2001. A full change of management and strategy resulted in the scaling back of the company’s operations and ultimately the decline of the business. Wayne Johnson moved on to create the Cube Financial Group, an AFSL licensed financial services business.

Telecommunications

Co-Founder, Chief Operating Officer

Telegroup Australasia Limited was acquired by Nasdaq listed Telegroup Inc. in 1998 (Formerly NASDAQ:TGRP)

In the early 1990s, the telecommunications industry was deregulated in Australia and New Zealand, leading to significant opportunities for newcomers offering significant technological advancements. In 1993, as a founding Partner and COO of Telegroup Australasia, an Australian/New Zealand telecommunications business, Wayne recognised the opportunity presented by the deregulating telecommunications market and took Telegroup Australasia from start-up to circa A$700 million annual revenue.

As Chief Operating Officer for the group, Wayne managed both the technical initiatives of international switch deployment and business development, where the company had a significant advantage over the incumbent telco suppliers of international services.

The company developed within a 48-month period, to amass an annual turnover of over A$700M from business in Australia and New Zealand as it quickly became part of a growing network of switches and E1s around the world. In 1998 Wayne and his partners sold Telegroup Australasia to Telegroup Inc., with the Australian/New Zealand business forming a key component of the US entity, providing the US Telegroup Inc., with a US$1 billion market cap.

Wayne was also a shareholder and Director of the holding company, and on the strength of his industry knowledge and global contacts, Wayne became the global head of M&A for Telegroup Inc. To this day he continues to have contacts and relationships in the telecommunications sector internationally.

Resources

Corporate Advisory on ASX de-listing, Capital Raising, Compliance and Dual Listing, and relisting in 2021 on the ASX.

BEZ (formerly Olympus Pacific Minerals ASX:OYM) is a gold producer and prospector with significant gold jorc resources. The assets of Olympus Pacific are now privately held in the Vietnam company, which employs more than 3,000 people and produces circa 120,000 ozs of gold per year.

Wayne has managed several corporate processes, initially with the raising of capital for ASX listed Zedex (ZDX) in 2008, followed by the merger of Zedex when it became a 100 per cent owned subsidiary of Olympus Pacific Minerals Inc (OYM) in January 2010. In 2010 the market capitalisation of the company was circa A$140 million.

Noblemen have also participated in the raising of a further circa A$20 million in 2010 and 2011 and advised in the OYM listing on the ASX in 2010. Funds raised have been used for exploration, production facilities, and vendor acquisition payments.

Besra (BEZ) is currently listed on the ASX, and was previously listed on the Toronto Exchange (TSX:BEZ), on the US on OTCQX (OTCQX:BASRAF) and the Frankfurt Exchange.

Wayne provides ongoing corporate advisory services to Besra.

Freehill (ASX:FRH) is an iron ore, gold and copper explorer focussed in the near term on turning the Yerbas Buenas project into Chile’s next major iron ore mine. Wayne served as an Independent Director to FRH from December 2018 to August 2019.

Sino Australia Oil and Gas Limited listed on the ASX:SAO  on December 12, 2013. Despite a market with a weak appetite for investing in the resources sector and Chinese-based businesses, the Company completed its IPO, exceeding the minimum subscription by raising A$12.8 million. With a market capitalisation over A$120 million, SAO was the largest successful Chinese-centric ASX IPO of 2013.

Sino Australia is the holding company for Zhaodong Huaying Drilling Company, a Chinese specialised oil recovery services company based in Daqing, North-east China. The Company has technologies for Enhanced Oil Recovery (EOR) services, that increase recoverable oil and gas reserves by optimising the performance of existing and expired oil and gas assets. Wayne was an independent director and on the audit committee for Sino Australia.

In preparation to become an ASX listed entity, Wayne completed financial and technical due-diligence in China, and financial and compliance due-diligence in Australia for Sino. Under the ASIC license of lead broker D2MX, Wayne provided the corporate advisory services, including advice on corporate structures, funding mechanisms alternatives, compliance, and regulatory requirements and cross-border commercial logistics. Wayne as a director and in conjunction with Noblemen Ventures, prepared the IPO prospectus, marketing materials and conducted equity raising activities with fund managers, brokers, investment advisors, and media for the IPO roadshow throughout Australia and Asia. Noblemen in conjunction with D2MX also managed the IPO administration.

Update: Chinese national Mr Tien Peng Shao was the Chairman and major shareholder of Sino Australia Oil and Gas Ltd. Mr Shao had no previous public company experience and very little command of the English language. In early 2014, in an effort to ensure Sino adhered to all Australian corporate law and ASX listing regulations, the independent directors at the time, turned to ASIC to assist in the enforcement of these regulations. In September 2016, the stock is suspended, the Company funds were frozen and court action by ASIC was brought (see ASIC announcements).

The result of the court case was Mr Shao was banned as an officer and director in Australia for 20 years and was issued a fine of $5.8 million having been found guilty of breaches of the corporations law. More information is available in articles written by Leo Shannahan and published by The Australian newspaper.

Listing and Capital Raising. SAFM was an ASX listed iron ore prospector and producer in Brazil. March through October 2010 Noblemen Ventures negotiated and managed the reverse take-over by SAFM of ASX listed entity Riviera Resources Limited. At the time of listing, the market capitalisation of the company was circa A$240 million. In 2010 the Noblemen team completed the capital raising of A$15 million and ASX listing capitalising of the company at A$160 million. Noblemen also project-managed the due diligence and compliance to complete the Prospectus; provided input on strategy for management and business plans. The Company had a substantial 400 million tonne jorc resource and was in early phase production with feasibility.

ASX Listing, Capital Raising and Advisory.

Dynasty Metals ASX:DMA is an iron ore exploration company in Western Australia with a 1.4 billion tonne resource. Cube Financial, (the AFSL financial services company built and owned by Wayne Johnson until its merger with MDS Financial in 2007), provided the services of the listing broker and capital raiser for the listing of DMA in 2006. Wayne Johnson and the Noblemen team have subsequently provided advisory assistance with capital raisings and provide the DMA Board with ongoing compliance and strategic business planning and advice.

Corporate Advisory – ASX listing, capital raising and restructuring.

Greater Bendigo Gold ASX:GBM is a small gold producer and prospecting company in Victoria, Australia. Through his Cube Financial entity, Wayne provided the services of listing broker and capital raiser for the GBM listing in 2007. Subsequently, he has provided assistance with capital raisings and restructure of the company’s assets, including a A$7.5 million partnering deal in June 2012 with international Sterlington Resources Limited through equity and debt. Wayne was formerly a non-executive director of the company up to November 2012.

Niuminco Limited ASX:NIU is a Papua New Guinea gold explorer, which was listed on the ASX in October 2011. Wayne provided lead ASX broker manager/advisory and capital raising support to the float.

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“It’s great to work with an adviser who has actually been in your shoes, owning the responsibility and understanding all the different forces that come into effect when a decision is made. Wayne has provided services, including capital raising, transaction and compliance management, for Besra (formerly Olympus Pacific Minerals Inc.) since 2008 and while I personally enjoy working with him, I think it’s this real-world commercial experience and his industry and market knowledge that repeatedly impress. And how often can you do a deal on a handshake with complete confidence it will be adhered to without fault? That’s what makes him a very rare resource.”
John Seton, CEO, Besra Gold Inc. (ASX:BEZ)
“I’ve had the pleasure of doing business with Wayne Johnson since around 2001 on numerous and diverse commercial transactions and facilities. Each situation has required a willingness to find the preferred solution where none were apparent and inevitably this has demanded a tenacity of commitment, resourcefulness and people skills that are harder to find these days than a nugget in Bendigo!
“As a non-executive director of Greater Bendigo Gold Wayne’s exhaustive knowledge of corporate governance, public company procedure and steadying influence, were invaluable.
“Wayne has proven to be personable, worldly in his commercial experience and incredibly astute in his commercial acumen.“
Ian Smith, Former Chairman, Greater Bendigo Gold (ASX:GBM)
“I completely trust Wayne to lead the negotiation for any transaction we enter. He’s extremely savvy and experienced commercially and thoroughly conversant with the legal and corporate governance requirements for public companies. I can trust Wayne and his team to get things done, take care of the details and do the right thing for all shareholders. Best of all, any enterprise he’s involved in is better for it – and you can’t say that about all corporate advisers!”
Alan Doyle, Owner, Africa Pacific Capital Ltd

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