LETTER FROM THE CHAIRMAN OF THE INDEPENDENT BOARD COMMITTEE
Dear Canyon Resources Shareholders,
On 29 July 2026, A2MP announced an off-market conditional cash takeover offer (being the Offer) to acquire all the Canyon Resources Shares that it does not already own or control. A2MP’s Bidder’s Statement, as supplemented, is accessible on the ASX Market Announcements Platform, as announced on 12 August 2026.
Offer overview
A2MP is offering Canyon Resources Shareholders consideration of A$0.05 cash per share for each Canyon Resources Share they own pursuant to the Offer (Offer Price), which is subject to two conditions – being a 75% minimum acceptance condition and a “no prescribed occurrences”1 condition, as set out in Section 8.3 and in the Bidder’s Statement (Offer Conditions).
Following receipt of the Offer, the Canyon Resources Board established the Independent Board Committee (IBC), comprising myself as Chairman of the IBC and Mr Dean Horton and Mr Dondo Mogajane as fellow committee members, to consider and respond to the Offer.
IBC’s recommendation
After careful consideration, the IBC recommends unanimously that Canyon Resources Shareholders REJECT the Offer. The key reasons for the IBC’s recommendation are set out in this letter with full details of this recommendation outlined in Section 2.1 of this Target’s Statement.
Reasons to REJECT the Offer
As the IBC, we would like to take this opportunity to highlight the key reasons for our recommendation that you REJECT the Offer.
Reasons to REJECT the Offer include (without limitation):
REASON 1: The IBC considers that the Offer materially undervalues Canyon Resources.
REASON 2: The Independent Expert engaged by Canyon Resources (being BDO), has determined that the Offer is neither fair nor reasonable to Canyon Resources Shareholders, as detailed in the report produced by the Independent Expert set out in Annexure A of this Target’s Statement (Independent Expert’s Report).
REASON 3: The Offer is at a substantial discount to Canyon’s recent trading prices.
REASON 4: A2MP’s claims regarding the Minim Martap Project are unsubstantiated.
REASON 5: Canyon continues to pursue credible funding alternatives to advance the Minim Martap Project.
REASON 6: The Offer is unfair to minority shareholders given A2MP’s existing controlling shareholding.
REASON 7: Accepting the Offer will deprive you of future upside (if any).
Refer to Section 2.1 for further details regarding these reasons to reject the Offer.
Other Director recommendations
Mr Mark Hohnen, the Chairman of Canyon, likewise recommends that Canyon Resources Shareholders REJECT the Offer. The key reasons for his recommendation are set out in Section 2.5 (which include, among other reasons, the same reasons given by the IBC in Section 2.1).
Mr Gaurav Gupta is both a director of A2MP and a non-executive director of Canyon Resources and accordingly has an actual or potential conflict of interest in relation to the Offer and is not a member of the IBC. Mr Gupta did not vote on the resolution approving this Target’s Statement and makes no recommendation as to whether Canyon Resources Shareholders should accept the Offer because he is a director of A2MP and a non-executive director of Canyon Resources.
Adjou Ait Ben Idir has disclosed her interest in relation to the Offer as detailed in Section 9.1(f), is not and has never been a member of the IBC, and, as a precautionary position to protect the perceived independence of the Company’s bid-response process, did not participate in the Board’s consideration or approval of this Target’s Statement, withdrew from the Board meeting for that item and did not vote on it. This is why she makes no recommendation as to whether Canyon Resources Shareholders should accept the Offer.
Reasons why you may decide to accept the Offer
Refer to Section 2.2 for a non-exhaustive list of reasons as to why you may decide to accept the Offer.
For example, you may disagree with the conclusions of the IBC and the determination of the Independent Expert, or you may no longer wish to be exposed to future risks and uncertainties associated with Canyon.
Definitive Feasibility Study status
Since publication of the Company’s Definitive Feasibility Study for the Minim Martap Project (DFS),2 global shipping and freight markets have continued to experience significant volatility, reflecting a range of factors including geopolitical disruptions to key trade routes, fluctuations in vessel availability, changes in global bulk shipping demand and movements in marine fuel prices. The previously announced development schedule, including the target of first shipment in Q4 2026, has been withdrawn by Canyon.3
In August 2026 the Board undertook a review of the underlying assumptions and economic outcomes of the DFS.
A summary of the DFS review and the resulting changes to the Project’s economics is provided in Section 4.5(e). The IBC does not consider the overall impact of the changes following the DFS review to be material, and the IBC considers that the project economics continue to hold.
AFG Facility and alternate funding initiatives
In May 2025, the Company announced that its subsidiary Camalco Cameroon S.A. (Camalco) had entered into a XAF82 billion (approximately US$140 million) secured (by various assets of Camalco and a Guarantee from the Company and A2MP) syndicated credit facility with AFG Bank Cameroon (AFG Facility). Canyon announced to the ASX on 24 August 2026 that AFG had given notice that it has suspended all further disbursements (drawdowns) under the loan facility until a full review and site visit are completed to the satisfaction of the lenders.
Canyon remains in constructive discussions with AFG and the IBC notes that: (i) no event of default has occurred under the AFG Facility; and (ii) the Company’s advisers, Jefferies, are proactively advancing multiple funding initiatives, including offtake-linked and prepayment structures, as well as strategic funding alternatives, as detailed in this Target’s Statement (such as in Section 4.9).
The IBC believes it is important for Canyon Resources Shareholders to understand that A2MP is wearing ‘two hats’ as both majority shareholder bidding to acquire the remaining Canyon Resources Shares on the one hand, and as the co-guarantor exposed to potential liability in respect of Canyon’s AFG Facility on the other. This unusual circumstance, and its impact on A2MP’s potential motivations in making the Offer (particularly at a deep discount to the pre-existing market price of Canyon Resources Shares, as noted in Section 2.1), is an important factor to focus on when considering the Bidder’s Statement. For example, we consider it relevant to the various commentary by A2MP in the Bidder’s Statement (including in its First Supplementary Bidder’s Statement) about Canyon’s funding position and about the Minim Martap Project.
Takeovers Panel application
As has been announced to the ASX on 26 August 2026, the Takeovers Panel has received an application from Mr Jeremy Raper in relation to the affairs of Canyon. Details of the application, as submitted by the applicant, are provided in Section 4.19.
The Takeovers Panel has made interim orders that, without the prior consent of the Panel President or the Takeovers Panel (once appointed), A2MP must not process any acceptances received in relation to the Offer or declare offers under the Offer free from any Offer Condition. You should read the various descriptions in this Target’s Statement of the process of the Offer as subject to those orders.
You should continue to monitor Canyon Resources’ ASX announcements for updates in relation to the Takeovers Panel application.
Next steps
You should have access to the Bidder’s Statement dated 29 July 2026, as supplemented by the First Supplementary Bidder’s Statement dated 31 July 2026 and Second Supplementary Bidder’s Statement dated 21 August 2026 from A2MP (Bidder’s Statement) containing its off-market cash takeover offer for your shares in Canyon Resources. The Board encourages you to read this Target’s Statement and the Bidder’s Statement from A2MP and Canyon Resources’ ASX announcements, having regard to your own circumstances, to assist you in making your decision.
Timing
As outlined in the Second Supplementary Bidder’s Statement dated 21 August 2026, A2MP must give notice of the status of the Offer Conditions on 14 September 2026.4
The Offer is scheduled to close at 7.00pm (Sydney, Australia time) on 21 September 2026, unless withdrawn or extended by A2MP. To REJECT the Offer, you should simply do nothing.
Further information
You should continue to monitor Canyon Resources’ ASX announcements. If you have any queries in relation to the Offer, please contact the Canyon Resources Shareholder information line on 1300 893 204 (within Australia) or +61 3 9415 4603 (outside Australia) between 8.30am and 5.00pm (Sydney, Australia time) on Business Days.
Yours sincerely,
Rory McGoldrick
Non-executive Director Chair,
Independent Board Committee
Canyon Resources Limited
