Email highlights Tinkler's plight
It was September 24 and Mr Tinkler, in Australia, had just got a letter from Clayton Utz telling him Blackwood's board had given instructions to apply for the wind-up of Mulsanne - culminating in the liquidator's examinations that put Mr Tinkler in the witness box this week.
In the email and on the stand, Mr Tinkler blamed commodities trader Noble Group - and specifically Will Randall, director and head of Noble's coal division - for failing to keep its side of a largely undocumented deal.
Noble was supposed to buy Mr Tinkler's 75 per cent share of a royalty stream from the Middlemount coal mine for between $20 million and $25 million, giving Mulsanne a big chunk of the $28.4 million it needed to pay for a one-third stake in Blackwood it had committed to buy under a share placement agreement.
Noble, which owned 51 per cent of Blackwood, was effectively at both ends of the deal - buying the royalty, and selling the shares. Why wouldn't it complete?
Mr Tinkler's email, contained in an exhibit to the affidavit of Mulsanne's liquidator, forwarded the Clayton Utz notice on to Raymond Zage, principal at Noonday Asset Management, the Asian arm of hedge fund Farallon Capital, which was a major lender to Tinkler Group.
Mr Tinkler warned: "You [need] to [be] aware of the below, it is going [to] be more good press for me. I have met with Will several times over the last few weeks to extend timing [of the Middlemount royalty deal] and have been assured it is fine, but they have gone ahead and done this.
"I have grounds for defence but Mulsanne is a $2 company [so] can be wound up if necessary and they [know] that but have chosen to be dramatic regardless.
"Just another one lining me up ... it does not [affect] any structure of ours as I am sure you were aware. I do have funding lines [lined] up but no doubt that will disappear now for a third time following the press."
The theme continued throughout Mr Tinkler's appearances over two days under examination by the liquidator's counsel, Robert Newlinds, SC. Mr Tinkler blames Noble for his predicament, telling the courtroom: "I pretty quickly worked out I'd been hung out to dry."
Mr Tinkler was questioned on whether there were letters, emails or any other documentation of the expected Middlemount royalty deal, before a letter dated October 18 referring to "recent discussions" about the offer. It was addressed to Mr Randall at Noble, well after the funds were due under the Blackwood share placement agreement but before Mulsanne was placed into liquidation in November.
Asked if there was any previous letter documenting the offer of the royalty to Noble, Mr Tinkler said, "I believe there was an offer. I'm not sure it was in the form of a letter."
When Mr Newlinds suggested there was no such previous document, Mr Tinkler disagreed.
"I'm not sure ... if the Middlemount royalty stuff has been searched as extensively as the Blackwood stuff," he said.
The liquidator has attempted to establish whether Mr Tinkler or his fellow Mulsanne directors Troy Palmer and Matthew Keen, who also gave evidence on Friday, had reasonable grounds to believe Mulsanne could service its debts - if not, they could be liable for a compensation claim for breach of director's duties.
Frequently Asked Questions about this Article…
Nathan Tinkler is the coal‑industry figure at the centre of the story. The article reports on an email he sent from his phone in September after receiving a Clayton Utz notice showing Blackwood Corp had instructed lawyers to apply to wind up his shelf company, Mulsanne Resources. He blamed commodities trader Noble Group (and specifically Will Randall) for failing to complete a largely undocumented deal that he says left Mulsanne exposed.
Lawyers for Blackwood Corp applied to wind up Mulsanne Resources after Blackwood’s board gave instructions to do so. The article links the move to Mulsanne’s inability to produce funds required under a share placement agreement (about $28.4 million) and to a collapse of an anticipated funding stream tied to a Middlemount royalty transaction that did not complete as expected.
The Middlemount royalty deal, as described in the article, involved Noble Group agreeing to buy 75% of a royalty stream from the Middlemount coal mine for between $20 million and $25 million. That payment would have provided Mulsanne with a large portion of the roughly $28.4 million it needed to fund a one‑third stake in Blackwood under a share placement agreement.
According to Mr Tinkler’s evidence and emails reported in the article, Noble Group — which owned 51% of Blackwood — was due to buy the Middlemount royalty and was also involved in the share transaction. Tinkler accused Noble, and specifically Will Randall (director and head of Noble’s coal division), of failing to honour the largely undocumented royalty deal and effectively leaving Mulsanne ‘hung out to dry.’
The article states that documentation was unclear. A letter dated October 18 referencing “recent discussions” about the offer was produced (after the funds were due but before Mulsanne’s liquidation). Mr Tinkler said he believed an offer existed but was unsure whether it had been formalised in a prior letter; the liquidator’s counsel suggested there was no earlier document and Tinkler disputed that.
The liquidator’s examinations sought to establish whether Mr Tinkler and his fellow Mulsanne directors (Troy Palmer and Matthew Keen) had reasonable grounds to believe Mulsanne could service its debts. If they did not, the directors could potentially face a compensation claim for breach of director’s duties, the article explains.
In the September 24 email quoted in the article, Mr Tinkler forwarded the Clayton Utz notice to a major lender contact (Raymond Zage of Noonday Asset Management/Farallon Capital) and warned that the wind‑up action would generate bad press. He said he had funding lines lined up but expected those lines to disappear again because of the negative publicity.
Based on the article’s account, the case highlights the importance of documented agreements for material transactions (the Middlemount royalty was described as largely undocumented), clarity around related‑party transactions (Noble owned 51% of Blackwood while being party to the royalty deal), and the potential personal liability directors face if a company cannot service its debts. Investors should be mindful of these governance and documentation risks when assessing companies.
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