The sale of the land, which the Australian mining company proposed would house "most of the infrastructure" for the Bendigo-Ophir gold project, is being contested by an unknown New Zealand buyer interested in acquiring the land themselves.
This third party, described as a "well-funded NZ entity", claimed they were "denied the opportunity" to buy the land because it was advertised for sale months after Santana had already entered into a sale agreement with the vendor — which they said was against the rules.
Documents released under the Official Information Act show the third party has submitted to the Overseas Investment Office (OIO) that a bid by Santana to be exempt from these advertising rules should not succeed.
When the land was eventually put on the open market, information about the sale was not forthcoming, their lawyers said.
"The unwillingness to provide information and the delays in responding to basic requests for updates indicates a lack of genuineness in the offer/advertising process."
The documents also showed that Land Information New Zealand (Linz), in 2023, found Santana Minerals breached overseas investment rules for its acquisition of New Zealand mining company Matakanui Gold Ltd in 2020.
Responding to questions about the challenge, Santana Minerals chief executive Damian Spring told the Otago Daily Times claims suggesting illegality reflected a "misunderstanding" of the rules, and exemptions were available because lawmakers understood there could be times when standard advertising was "neither appropriate nor practical".
In October, Santana Minerals applied to the OIO for consent to acquire a combined total of about 3677 hectares of land at Ardgour and Bendigo Stations, in Tarras.
Back in July, the company announced to the stock market it had, through Matakanui Gold, entered into a binding agreement to acquire outright 2880 hectares of Ardgour Station land for NZ$25 million, subject to OIO approval.
This land covered the proposed location of the process plant and "most of the infrastructure" for the Bendigo-Ophir gold project, the company said.
In an email to the OIO in November, lawyers for the third party said it was a credible purchaser with funds readily available to complete the purchase.
It intended to continue farming operations on the land, but would be supportive of the gold project also being carried out on the land.
To that end, they argued the benefits of Santana’s mine could still be delivered "even if Santana is not the purchaser of the land".
A retrospective exemption could also set a "bad precedent" for future land acquisitions, the lawyers said.
In response, Santana’s lawyers said there were no undue delays by the vendor’s agent, nor did the vendor withhold basic due diligence information from the interested third party.
Santana had an existing contractual relationship with the vendor and had invested "millions of dollars and many years" undertaking due diligence and exploration activities on the Ardgour Station land.
"It would be unconscionable to allow their investment to be jeopardised by the possibility of the land being sold to a different mining company, foreign or otherwise, which would have been a significant risk were the land to be advertised prior to our client entering a binding sale and purchase agreement with the vendor."
The third party had not been denied an opportunity to submit a signed back-up offer "rather, the submitter chose not to do so", the lawyers said.
"Granting an exemption would be a positive way for the OIO to set a sensible precedent, to give future investors in the mining industry comfort and a pathway moving forward, which supports current government policy."
In a statement, Mr Spring said Santana Minerals had engaged proactively and transparently with the OIO throughout the process.
"All actions to date sit firmly within the framework of the Overseas Investment Act, including the lawful ability to seek a farmland advertising exemption.
"The relevant sale and purchase agreement remains expressly conditional on obtaining OIO consent on an advertising-exemption basis."
A Linz spokesperson said they expected to make a decision on Santana’s exemption application within the next two months.
"A previous breach is a matter that could be relevant when considering an application."
