Australia — Treasurer's FATA s.69(2) orders direct five China-linked investors to divest 613.6 million Northern Minerals shares (Orders 2024)

Mechanism

The Treasurer exercised his power under section 69(2) of the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA) to make disposal orders against five named foreign persons holding beneficial interests in Northern Minerals Limited. The Orders (F2024N00475) were registered on the Federal Register of Legislation on 3 June 2024. Each named investor was required to divest their entire holding to persons who were not their associates within 90 days — by 2 September 2024.

The five investors named in the Orders are:

Together they held approximately 613,573,632 shares (~10.4% of NTU's total shares).

The legal basis is FATA s.69(2), which empowers the Treasurer to order disposal of shares acquired in contravention of the Act, or where the Treasurer is satisfied that an acquisition poses a risk to national security. The disposal orders are registered legislative instruments and are enforceable by Federal Court civil penalty proceedings under FATA s.98.

Strategic materiality

Browns Range is one of the few ex-China commercial-scale dysprosium and terbium deposits. Heavy rare earth elements — dysprosium (Dy) and terbium (Tb) — are critical inputs for high-performance permanent magnets used in EV motors, wind turbines, and defence systems. China accounts for approximately 85%+ of global dysprosium and terbium production; Browns Range represents one of the largest non-Chinese deposits currently in development. Chinese capital control of the project would effectively extend Chinese influence over a strategic non-Chinese REE chokepoint asset.

This action is structurally counter to China's 2025 heavy rare earth export licensing regime (filed: 2025-04-04-china-mofcom-heavy-rare-earths-export-licensing): China restricts outbound REE supply while Australia restricts Chinese capital's inbound access to ex-China REE assets.

Enforcement timeline and sequel actions

This order is the foundational instrument in a three-part Australian enforcement sequence:

1. 2 June 2024 (this action) — Treasurer issues original disposal orders (F2024N00475) against five China-linked investors holding 613.6m NTU shares; deadline 2 September 2024. 2. January 2026 — Indian Ocean International Shipping and its director Ms Jing Tian failed to comply (transferred shares to related parties instead of disposing to unassociated buyers). The Treasurer brought FATA s.98 civil penalty proceedings; on 30 January 2026, Justice Perram of the Federal Court imposed an AUD 14 million combined penalty — the first FIRB enforcement penalty outside residential real estate in FATA's 50-year history (filed: 2026-01-30-australia-firb-northern-minerals-indian-ocean-penalty). 3. 17 May 2026 — Treasurer issues a second tranche of FATA s.69(2) disposal orders (F2026N00326) against six different China-linked investors who had acquired NTU shares after the June 2024 orders, directing them to divest 1.68 billion shares (17.6% of NTU) within 14 days of commencement on 18 June 2026 — countering a pattern of circumvention via related-party share transfers (filed: 2026-05-17-australia-firb-northern-minerals-disposal-orders).

Downstream implications

• Establishes the first Australian FIRB precedent of a forced critical-minerals divestiture,

subsequently requiring Federal Court enforcement — the precedent value for the entire FATA divestment regime is significant

• Signals FIRB willingness to use FATA s.69(2) proactively against Chinese capital

accumulation in strategic mineral juniors, not only post-hoc against foreign-state-directed acquirers

• Sets the pattern (confirmed by the 2026 second tranche) of treating share-register

concentration as a national-security vector even for below-threshold minority stakes

Open questions

• Full share counts per named investor were not publicly released; ASIC registry data may

provide per-investor breakdowns

• Identity and nature of buyers who absorbed the 613.6m shares in the September 2024 window

(or whether Chinese parties evaded via related transfers, as Indian Ocean did)

• Whether the pattern of FIRB enforcement at Browns Range will be applied to other critical

mineral juniors with comparable Chinese-capital registry profiles