Previous Transactions

The Noblemen team collectively represents international commercial transaction experience, the value of which extends into the billions of dollars and many years.

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 is the result of rigorous consultation and evaluation of their specific needs and market environment, and we implement with a world-view consideration to funding alternatives.

Hypothesising with financial modelling, strategic analysis and the latest management theories is all very well, but history is no longer a reliable indicator of the future. Our ability to appraise business opportunities is grounded by the commercial acumen we’ve achieved through decades of real experience.  Our decision making is driven by our recognition that business now functions in a constant state of change that demands dynamic, flexible strategy to adapt.

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 – Director

Republic Wealth Management – Leaders in Automated Wealth. Republic Wealth Management is an online investment company that’s changing the way we invest globally, with an automated investment platform and service that offers an innovative and transparent experience for Advisors and investment clients.

Republic Wealth Management is offered by Spitfire Asset Management Pty Ltd (ACN 605 492 635) is a Corporate Authorised Representative (AR No. 001008997) of CIP Licensing Limited (ACN 603 558 658) AFSL No. 471728. Spitfire Super has not launched yet. Spitfire Super does not currently offer or promote any financial services or financial products. It is probable that Spitfire Super will promote a superannuation fund in the future. If in the future Spitfire Super offers or promotes a financial product, a Product Disclosure Statement will be made available on their website.

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, a 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

Wayne began his career in financial services when he took advantage of the newly regulated financial markets to create the Cube Financial Group Pty Ltd, a successful AFSL licensed (232455) financial services company.  As a founding director, CEO and major shareholder of a business providing share trading services both online and through brokers, financial planning, investor education and trading recommendations, Wayne quickly learned the 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 vended Cube Financial into public company MDSnews (then ASX: MWS) 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, but remained a major shareholder.


Corporate Advisory, Capital Raising & Business Management

Wayne is a Director, shareholder and corporate advisor to Foocaa, an established Chinese IOE/IOT business with a unique business model, which is currently in the process of raising capital. Wayne and the Noblemen team have identified the compelling value proposition, prepared the IM and are currently undertaking investor presentations with professional and sophisticated investors.

The business is based on a multi-faceted platform, designed to be the digital hub of the affluent Chinese customer, while providing 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.

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 where he has provided strategic direction, M&A and capital raising skills.

SmartPay was a leading provider of electronic payment and transaction solutions in New Zealand and Australia, that developed and owned its own unique software IP. The company has had greater than 40 per cent share of the EFTPOS market in New Zealand and a growing share in Australia, partnering with banks and leading retailers. The Company 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 video broadcast.

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 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 through a corporate restructure of Heritage Gold NZ Limited in 2000 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.


Acquired by 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 significant advantage over the incumbent telco suppliers of international services.

Within a 48-month period the company developed to amass an annual turnover of some A$700M plus from business in Australia and quickly became part of a growing network of switches and E1s around the world. The company was listed in 1997 on the Nasdaq. 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 a shareholder and Director of the holding company and continues to have contacts and relationships in the telecommunications sector internationally.


Capital Raising and Corporate Restructure

Wayne Johnson is Non Executive Chairman of Cape Range Limited (ACN 009 289 481). He is providing 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 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.Having acquired the assets of Biztrak Business Solutions Sdn Bhd (Biztrak) in June 2017, Cape Range Limited (the Company) is in the process of an IPO to relist on the ASX in November 2017.

Biztrak is an established and profitable company specialising in supplying Small to Medium size Enterprises (SME’s) with cost effective, high performance Accounting and Business Intelligence software.

Corporate Advisory on ASX de-listing, Capital Raising, Compliance and Dual Listing.

BEZ (formerly Olympus Pacific Minerals ASX:OYM) is a gold producer and prospector with significant gold jorc resources. The company employs more than 1500 people and produces circa 80,000 ozs of gold per year. Besra (BEZ) was listed on the ASX, the Toronto Exchange (TSX:BEZ) and in the US on OTCQX (OTCQX:BASRAF).

In one mine alone, The Phuoc Son Mining Lease at Bong Mieu, Besra has over 1,200,000 ounces of gold. The Bau property in East Malaysia boasts over 3,000,000 ounces of reserves and measured resource.

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, through a transaction valued at A$14.7 million. In 2010 the market capitalisation of the company was circa A$140 million.

Noblemen has 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. Wayne provides ongoing corporate advisory services to Besra including ASIC agency compliance in Australia as it is a foreign entity listing.

Sino Australia Oil and Gas Limited listed on the ASX 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 claims patented technologies for Enhanced Oil Recovery (EOR) services, that increases 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 licence 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.

Please note: Wayne Johnson and Noblemen have not been responsible for the management or content of the website since December 2013.

Update: Mr Tien Peng Shao is the Chairman and major shareholder of Sino Australia Oil and Gas Ltd. Mr Shao is a Chinese national with 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. As at September 2016, the stock is suspended, the IPO funds are frozen and court action by ASIC is in process (see ASIC announcements). Further details are available on the Noblemen blog or 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 Rivera Resources Limited. At 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 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 studies being completed enabling production to reach forecasts of 16 million tonnes per annum of export quality ore.
ASX Listing, Capital Raising and Advisory. 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 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 provides the DMA Board with ongoing compliance and strategic business planning and advice.
Corporate Advisory – ASX listing, capital raising and restructure. 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, the most recent transaction being 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.
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.