Australia Tightens Oversight of A2MP-AFG Bank Talks Over CFA82 Billion Minim-Martap Loan

Australia’s Takeovers Panel has tightened controls on communications between A2MP Investments and AFG Bank Cameroon over the CFA82 billion financing for the Minim-Martap bauxite project, amid concerns about A2MP’s overlapping roles in Canyon Resources and its takeover bid.

The Panel, which handles disputes related to Australian takeovers, accepted undertakings on September 14, 2026 that restrict direct exchanges between A2MP and AFG Bank about Canyon’s financial position, the CFA82 billion loan and related guarantees.

The restrictions address an unusual overlap of interests. A2MP is Canyon’s largest shareholder, is seeking to acquire the shares it does not already own and is also a guarantor of the bank financing provided to Camalco Cameroon, Canyon’s local subsidiary.

A2MP, its directors, employees and associates will no longer be able to communicate directly with AFG Bank on those matters unless a member of Canyon’s independent board committee is present or copied on the exchange. The committee was established to assess A2MP’s takeover offer on behalf of Canyon shareholders without direct involvement from directors linked to the bidder.

The restrictions also cover confidential information about the takeover, other potential acquisition transactions and new financing options for Minim-Martap. A2MP and the directors it appointed to Canyon’s board cannot request or receive such information without approval from the independent committee, according to the document released by the Takeovers Panel on September 14.

A2MP must also establish a written protocol, approved by the Panel, governing communications with its representatives on Canyon’s board. The document identifies Gaurav Gupta and Adjou Ait Ben Idir among the directors appointed by A2MP.

Canyon, for its part, must amend the charter of its independent committee to specify which individuals are considered directly involved in the takeover. Adjou Ait Ben Idir must be included in that category.

Information from legal and financial advisers concerning the takeover, another transaction or financing for Minim-Martap must first go through the independent committee. The committee will then decide what can be shared with the full board.

A2MP Holds Three Positions in the Deal

The significance of the Panel’s intervention becomes clearer in light of Minim-Martap’s financing structure. In May 2025, Camalco Cameroon secured a CFA82 billion credit facility from a banking syndicate led by AFG Bank Cameroon, then presented as equivalent to about $140 million.

The loan has an eight-year repayment period and carries a fixed interest rate of 8%, excluding VAT. Canyon and A2MP guarantee the financing.

The security package includes the Minim-Martap mining titles, equipment, project accounts, future revenue from bauxite sales and certain insurance proceeds, according to Canyon’s May 26, 2025 announcement. A2MP therefore occupies three positions at once: Canyon’s majority shareholder, bidder for the remaining shares and guarantor of debt intended to finance the Cameroonian project.

That overlap explains the Takeovers Panel’s scrutiny of information flows among A2MP, Canyon and AFG Bank. About $75 million had been drawn from the facility as of July 31, 2026. AFG Bank subsequently suspended further disbursements pending a review of the project schedule, financial model and other technical parameters, as well as a site visit deemed satisfactory by the lenders. The suspension prompted Canyon to withdraw its target for a first bauxite shipment in the fourth quarter of 2026, according to its August 24 update.

The Takeovers Panel’s decision does not restart disbursements. It changes neither the size of the loan nor its interest rate, maturity or guarantees. It only governs communications and access to information during the takeover process.

Panel Has Not Found Any Wrongdoing

The Takeovers Panel said it had identified “preliminary concerns” about whether the arrangements designed to protect the independent committee from the influence of people directly involved in A2MP’s bid were effective.

That does not mean the Panel has determined that A2MP improperly received confidential information. No final ruling has yet established such conduct.

The proceedings stem from an application filed on August 25 by Canyon shareholder Jeremy Raper. Among other issues, Raper disputes certain A2MP statements about Minim-Martap’s value and viability, alleges pressure on shareholders and seeks clarification of potential links between A2MP and certain security holders.

Those allegations remain the applicant’s claims at this stage. On August 28, the Takeovers Panel had already imposed interim measures preventing A2MP from definitively processing shares tendered into its offer or waiving certain conditions without prior authorization. The measures were intended to preserve the status quo while the Panel considered the case. The new undertakings will remain in effect at least until the offer expires or the Panel proceedings conclude.

Offer Remains Well Short of 75% Threshold

A2MP is offering A$0.05 per Canyon share, far below the A$0.32-per-share preferred value determined by BDO Corporate Finance in its independent expert report.

Canyon’s independent committee has recommended that shareholders reject the offer. BDO concluded that it was “neither fair nor reasonable” in the response document released August 31. On September 11, A2MP said its A$0.05 price was its “best and final” offer. It also acknowledged that there was “no reasonable prospect of succeeding” under the existing conditions.

At that date, A2MP said it controlled or had received acceptances for 56.63% of Canyon shares. It therefore remained 18.37 percentage points short of the minimum 75% threshold attached to its offer.

A2MP has said it will not waive that condition. Unless extended under Australian law, the offer is therefore due to expire on September 21, 2026 if the threshold is not reached. For Minim-Martap, two issues remain separate: A2MP’s takeover bid for Canyon and the potential resumption of disbursements under the CFA82 billion facility provided by AFG Bank and other lenders.

The Takeovers Panel’s intervention concerns the takeover and the flow of information among the parties. It does not unlock financing for the Cameroonian bauxite project.

Baudouin Enama