Canyon backs board choice amid takeover scrutiny and Minim Martap funding review

Canyon Resources, the Australian mining company developing Cameroon’s Minim Martap bauxite project, has recommended the re-election of Director Gaurav Gupta, who also serves on the board of its largest shareholder, A2MP Investments FZCO. The recommendation comes as the company prepares for its annual general meeting on November 30, 2026, where shareholders will also consider a separate board nomination that has not received directors’ support.

The developments follow recent proceedings before Australia’s Takeovers Panel concerning A2MP’s unsuccessful attempt to acquire the remaining Canyon shares and a proposed AUD 170 million (USD 115.7 million) financing package.

In an October 28 decision, the Takeovers Panel examined the relationship between Canyon and A2MP following the latter’s takeover bid, which concluded unsuccessfully in September. According to the panel, A2MP and its associates control 55.56 per cent of Canyon’s voting rights. Singapore-based Eagle Eye Asset Holdings holds 97.3 per cent of A2MP, while Gagan Gupta, brother of Gaurav Gupta, is the ultimate beneficial owner of both entities. Gaurav Gupta serves on the boards of Canyon and A2MP.

Canyon’s AGM notice recommends Gupta’s re-election, with Gupta excluded from the board’s recommendation. His nomination will be considered as the second resolution on the shareholder ballot.

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Background to the AUD 170 million financing proposal

The Takeovers Panel’s review also considered events surrounding Canyon’s proposed capital increases in March 2026. Shareholders were scheduled to vote on two financing proposals totalling AUD 170 million (USD 115.7 million), equivalent to approximately CFA68 billion at the prevailing exchange rate.

The proposed funding comprised AUD 100 million (USD 68.07 million) from Eagle Eye and AUD 70 million (USD 47.65 million) from a subsidiary of Afriland First Bank. Shareholders had approved the Afriland transaction in November 2025, but delays in obtaining the necessary regulatory clearances meant that the proposal had to be submitted for another vote.

Before the March 9 meeting, Eagle Eye had instructed its proxy to support the Afriland transaction. However, the proxy appointment was not registered in a valid manner. Canyon’s company secretary subsequently informed the board that postponing the meeting until April 8 could provide an opportunity to resolve the issue.

The proposed postponement was not backed by all directors. Gaurav Gupta, Adjou Ait Ben Idir and Dean Horton did not stand for the delay, while Mark Hohnen and Scott Phegan supported it. Dondo Mogajane initially favoured postponement before subsequently changing his position. The board majority decided to proceed with the meeting as scheduled. WMA Holding, another Canyon shareholder, voted against both capital increases, and neither proposal was approved.

In its October 28 decision, the Takeovers Panel considered Gupta’s position on the postponement among several circumstances that, in its assessment, may have placed pressure on Canyon shareholders in relation to A2MP’s takeover offer. The panel also noted the sequence of events, such as the unsuccessful financing proposals and the subsequent takeover bid, in which A2MP referred to Canyon’s financial position.

Launched on July 29 at AUD 0.05 (USD 0.034) per share, the offer was 42.5 per cent below Canyon’s last closing share price before the announcement. It expired on September 21 without success.

The panel also identified areas of concern in the information A2MP provided to shareholders, particularly disclosures relating to its financial intentions and certain confidential Canyon data used in its assessment. On November 6, the panel directed A2MP to correct its disclosures. Its decision did not impose any personal sanction on Gaurav Gupta.

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Board considers separate nomination from Leon Parish

Canyon’s AGM notice also includes the nomination of Leon Parish, a long-standing shareholder who submitted his candidacy for a nonexecutive director position on October 12.

Parish has highlighted more than 30 years of experience in Australian law enforcement, particularly in investigations, compliance, risk management and stakeholder relations. He has also cited his experience as an investor and manager of a self-managed retirement fund.

Canyon’s board, however, believes his experience does not sufficiently match the requirements of a directorial position at a company of its size and complexity. It has also concluded that his appointment would not add capabilities beyond those already represented on the board. The directors have unanimously recommended that shareholders vote against his nomination.

The available documents do not establish that Parish represents shareholders opposed to A2MP. His nomination and Gupta’s re-election are being considered under separate resolutions.

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Minim Martap financing awaits completion of lender review

The shareholder decisions have surfaced as financing for Canyon’s Minim Martap bauxite project remains subject to a review by lenders. Canyon holds a 90 per cent interest in the project through its Cameroonian subsidiaries. As of September 30, 2026, it had drawn CFA 45.5 billion (USD 76.98 million) from an CFA 82 billion (USD 138.74 million) syndicated loan arranged with AFG Bank Cameroon. Further disbursements have been suspended pending completion of the lenders’ project review.

The financing pause has affected the company’s development schedule, prompting it to withdraw its target of making the first bauxite shipment in the fourth quarter of 2026, along with a voluntary trading halt in its securities on the Australian Securities Exchange.

In its October 30 report, Canyon stated that it had submitted the information requested by AFG Bank and that a site visit was scheduled for November. The company did not specify when loan disbursements might resume.

The upcoming shareholder meeting and the outcome of the lenders’ review would mark important milestones for Canyon Resources as it works towards advancing the Minim Martap bauxite project and establishing a revised timeline for its first shipment.