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CANYON RESOURCES LIMITED — Director's Dealing 2025
Feb 18, 2025
64608_rns_2025-02-18_3fac4939-bd7b-4898-8f9f-f292cd010f8e.pdf
Director's Dealing
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Announcement
19 February 2025
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Director Resignation & Appendix 3Y Update
During a routine register check in November 2024, Canyon Resources Limited ( ASX: CAY ) (‘ Canyon ’ or the ‘ Company ’) noted that there was an indication of potential trades by Mr Peter Su, following which Canyon investigated and confirmed on 23 January 2025 that trades had occurred between June 2024 and January 2025 (as disclosed in Schedule 1, with shares traded during a ‘Black-out Period” (as defined in Canyon’s Trading Policy) shaded grey). An Appendix 3Y is attached to this announcement.
Directors of Canyon are aware of Listing Rule 3.19A and their obligations to provide the necessary information to the Company to enable it to meet its disclosure requirements. Canyon publishes its Trading Policy and Continuous Disclosure Policy on its website and each of its directors are provided with a copy of these policies. Each director, and other key management personnel, are required to acknowledge the Trading Policy by signing their letter of appointment, in which it is referenced.
Pursuant to section 6.3(a) of Canyon’s Trading Policy, the directors of the Company must notify the Company Secretary in writing of the details of any dealing in Canyon securities within 5 business days of the dealing occurring. Pursuant to section 6.1(a) of the Trading Policy, the directors must notify the Chairman of their intention to carry out a dealing before entering into it.
Mr Su did not comply with sections 6.3(a) and 6.1(a) of Canyon’s Trading Policy as the acquisitions and disposals were made by Alto Capital and Barclay Wells Limited on behalf of Mr Su, and Mr Su did not inform either financial consultant of his obligations under the Canyon Trading Policy or adequately monitor the activities of his advisers during this period.
Canyon has been actively engaged with Mr. Su, as well as representatives from Alto Capital and Barclay Wells Limited, since November 2024 to ascertain the reasons behind his recent acquisitions and disposals. However, the process has taken longer than initially anticipated due to travel and other commitments of relevant parties. This was exacerbated by the intervening holiday period by which time the Company became aware of further trading in late January 2025 and looked to deal with the matter as a whole, which in turn has resulted in the late lodgement of the Appendix 3Y. Following these discussions, it has been determined that Mr. Su’s acquisitions and disposals were made due to personal and financial circumstances, however, Mr Su was not adequately monitoring the activities of Alto Capital and Barclay Wells Limited and was therefore unable to comply with his obligations under the Trading Policy and his letter of appointment. Barclay Wells Limited informed Mr Su of the January 2025 trades upon their completion, however Mr Su was not informed of the trades completed in the 2024 calendar year as an authorised officer of Skyline Corporation Pty Ltd[1] instructed Alto Capital to proceed with the trades, without first notifying Mr Su.
As a result of this material non-compliance, Mr. Su has formally tendered his resignation from Canyon, effective immediately. An Appendix 3Z will follow this announcement.
Following this, Canyon has circulated a copy of its Trading Policy to all key management personnel as a reminder of the terms of the Trading Policy and the procedures to be followed prior to dealing in Canyon securities. Furthermore, Canyon will conduct regular review of director and officer shareholding
1 Mr Su is a director of Skyline Corporation Pty Ltd through which he has an indirect interest in Canyon as detailed in the Appendix 3Y.
| [email protected] | www.canyonresources.com.au
Canyon Resources Limited ACN 140 087 261 1202 Hay Street, West Perth, WA 6005 | p: +61 8 6385 2263
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10863885v1
movements as well as conduct regular director and officer shareholding confirmation to ensure any trading is identified early. Canyon believes that these disclosure arrangements are adequate and no additional steps are required to ensure compliance with Listing Rules, including Listing Rule 3.19B.
Schedule 1 – Details of Trading
| Date | Transactions | Units | Black-out Period Explanation |
|---|---|---|---|
| 24/06/2024 | TRANSFER | 67,545,9501 | |
| 22/07/2024 | SELL | 386,125 | Within the period two weeks prior to, and 24 hours after the release of the Company’s June 2024 Quarterly results |
| 23/07/2024 | SELL | 497,754 | |
| 24/07/2024 | SELL | 434,000 | |
| 25/07/2024 | SELL | 167,230 | |
| 26/07/2024 | SELL | 357,331 | |
| 29/07/2024 | SELL | 6,519 | |
| 31/07/2024 | SELL | 713,463 | |
| 1/08/2024 | SELL | 255,522 | |
| 2/08/2024 | SELL | 551,271 | |
| 5/08/2024 | SELL | 356,986 | |
| 14/08/2024 | SELL | 29,880 | |
| 15/08/2024 | SELL | 360,000 | |
| 27/08/2024 | SELL | 4,448 | |
| 18/09/2024 | SELL | 925,421 | Within the period two weeks prior to the release of the Company’s 2024 full-year results |
| 19/09/2024 | SELL | 1,500,000 | |
| 20/09/2024 | SELL | 1,000,000 | |
| 28/11/2024 | SELL | 1,537,983 | |
| 29/11/2024 | SELL | 2,544,374 | |
| 2/12/2024 | SELL | 1,217,643 | |
| 3/12/2024 | BUY | 328,899 | |
| 3/12/2024 | SELL | 3 | |
| 4/12/2024 | SELL | 1,365,828 | |
| 11/12/2024 | BUY | 311,101 | |
| 16/12/2024 | BUY | 500,000 | |
| 17/12/2024 | BUY | 170,000 | |
| 17/01/2025 | SELL | 2,211,152 | Within the period two weeks prior to the release of the Company’s December 2024 Quarterly results |
| 20/01/2025 | SELL | 788,848 | |
| 22/01/2025 | SELL | 11,000,000 | |
| 23/01/2025 | SELL | 20,000,000 |
- Transfer from Ausglobal Bauxite Pty Ltd (an entity which Peter Su is a director) to Skyline Corporation Pty Ltd.
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Canyon Resources Limited
10863885v1
ENDS
This announcement has been approved for release by the Canyon Resources’ Board of Directors.
Enquiries: Jean-Sebastien Boutet Chief Executive Officer Canyon Resources Limited T +61 8 6385 2263 E: [email protected]
Cameron Gilenko Investor Relations & Media Sodali & Co T +61 6160 4909 [email protected]
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Canyon Resources Limited #10863885v1
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | Canyon Resources Limited |
|---|---|
| ABN | 13 140 087 261 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| We (the entity) give ASX the following the director for the purposes of section |
information under listing rule 3.19A.2 and as agent for 205G of the Corporations Act. |
|---|---|
| Name of Director | Mr Wei (Peter) Su |
| Date of last notice | 9 September 2022 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
(1) Ausglobal Bauxite Pty Ltd (2) Skyline Corporation Pty Ltd Mr Su is a director of both Ausglobal Bauxite Pty Ltd and Skyline Corporation Pty Ltd. |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Date of change | (1.1) 24 June 2024 (1.2) 10 August 2024 (2.1) 24 June 2024 (2.2) 3 December 2024 (2.3) 11 December 2024 (2.4) 16 December 2024 (2.5) 17 December 2024 (2.6) 22 July 2024 (2.7) 23 July 2024 (2.8) 24 July 2024 (2.9) 25 July 2024 (2.10) 26 July 2024 (2.11) 29 July 2024 (2.12) 31 July 2024 (2.13) 1 August 2024 (2.14) 2 August 2024 (2.15) 5 August 2024 (2.16) 14 August 2024 (2.17) 15 August 2024 (2.18) 27 August 2024 (2.19) 18 September 2024 (2.20) 19 September 2024 (2.21) 20 September 2024 (2.22) 28 November 2024 (2.23) 29 November 2024 (2.24) 2 December 2024 (2.25) 3 December 2024 (2.26) 4 December 2024 (2.27) 17 January 2025 (2.28) 20 January 2025 (2.29) 22 January 2025 (2.30) 23 January 2025 |
|---|---|
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| No. of securities held prior to change | (1.1) 67,545,950 Ordinary Shares (1.2) 4,444,444 Options (2) Nil |
|---|---|
| Class | (1.1) Fully Paid Ordinary Shares (1.2) Unlisted Options (2) Fully Paid Ordinary Shares |
| Number acquired | (1.1) Nil (1.2) Nil (2.1) 67,545,950 (2.2) 328,899 (2.3) 311,101 (2.4) 500,000 (2.5) 170,000 |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3
Appendix 3Y Change of Director’s Interest Notice
| Number disposed | (1.1) 67,545,950 (1.2) 4,444,444 (2.6) 386,125 (2.7) 497,754 (2.8) 434,000 (2.9) 167,230 (2.10) 357,331 (2.11) 6,519 (2.12) 713,463 (2.13) 255,522 (2.14) 551,271 (2.15) 356,986 (2.16) 29,880 (2.17) 360,000 (2.18) 4,448 (2.19) 925,421 (2.20) 1,500,000 (2.21) 1,000,000 (2.22) 1,537,983 (2.23) 2,544,374 (2.24) 1,217,643 (2.25) 3 (2.26) 1,365,828 (2.27) 2,211,152 (2.28) 788,848 (2.29) 11,000,000 (2.30) 20,000,000 |
|---|---|
- See chapter 19 for defined terms.
Appendix 3Y Page 4
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
(1.1) Nil off-market transfer between director related indirect holdings (1.2) Nil expiry of options unexercised (2.1) Nil 67,545,950 shares transferred in from another director related indirect holding. (2.2) $59,951 (2.3) $51,937 (2.4) $85,000 (2.5) $28,900 (2.6) $28,959 (2.7) $36,898 (2.8) $32,116 (2.9) $12,894 (2.10) $27,938 (2.11) $515 (2.12) $56,991 (2.13) $19,485 (2.14) $43,160 (2.15) $27,445 (2.16) $2,301 (2.17) $28,080 (2.18) $356 (2.19) $83,346 (2.20) $135,272 (2.21) $90,000 (2.22) $298,108 (2.23) $485,283 (2.24) $226,433 (2.25) $1 (2.26) $232,287 (2.27) $420,497 (2.28) $178,546 (2.29) $2,090,000 (2.30) $3,800,000 |
|
|---|---|---|
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 5
Appendix 3Y Change of Director’s Interest Notice
| No. of securities held after change | (1.1) Nil (1.2) Nil (2) 20,644,169 |
|---|---|
- See chapter 19 for defined terms.
Appendix 3Y Page 6
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
(1.1) Off-market transfer between director related indirect holdings (1.2) Expiry of options unexercised (2.1) 67,545,950 shares transferred in from another director related indirect holding. (2.2) 328,899 shares bought on market (2.3) 311,101 shares bought on market (2.4) 500,000 shares bought on market (2.5) 170,000 shares bought on market (2.6) 386,125 shares sold on market (2.7) 497,754 shares sold on market (2.8) 434,000 shares sold on market (2.9) 167,230 shares sold on market (2.10) 357,331 shares sold on market (2.11) 6,519 shares sold on market (2.12) 713,463 shares sold on market (2.13) 255,522 shares sold on market (2.14) 551,271 shares sold on market (2.15) 356,986 shares sold on market (2.16) 29,880 shares sold on market (2.17) 360,000 shares sold on market (2.18) 4,448 shares sold on market (2.19) 925,421 shares sold on market (2.20) 1,500,000 shares sold on market (2.21) 1,000,000 shares sold on market (2.22) 1,537,983 shares sold on market (2.23) 2,544,374 shares sold on market (2.24) 1,217,643 shares sold on market (2.25) 3 shares sold on market (2.26) 1,365,828 shares sold on market (2.27) 2,211,152 shares sold on market (2.28) 788,848 shares sold on market (2.29) 11,000,000 shares sold on market (2.30) 20,000,000 shares sold on market |
|
|---|---|---|
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 7
Appendix 3Y Change of Director’s Interest Notice
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
Part 3 –[+] Closed period
Were the interests in the securities or contracts detailed Yes – the securities traded in above traded during a[+] closed period where prior written (2.6) to (2.15) (inclusive), (2.19) clearance was required? to (2.21) (inclusive) and (2.27) to (2.30) (inclusive) were traded during a closed period.
- See chapter 19 for defined terms.
Appendix 3Y Page 8
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
No - The Trading Policy prohibits trading during a Blackout Period, which includes the two weeks before and 24 hours after the release of the Company’s Quarterly Reports and Annual Report. Trading inadvertently occurred during a Blackout Period, and the Company has circulated a copy of its Trading Policy to all key management personnel to remind them of the terms of the Trading Policy and procedures to be followed prior to dealing inCAYsecurities. |
|---|---|
| If prior written clearance was provided, on what date was this provided? |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 9