Disclosure Oversight Prompts Anax Metals to Strengthen Compliance Controls

Background to the Convertible Note Placement

Anax Metals Limited (ASX, ANX) has provided a comprehensive clarification regarding its convertible note placement announced in early May 2025. The original announcement detailed a $3.3 million capital raise through the issue of 33,075 convertible notes to Mineral Development Partners Pte Ltd (MDP), a strategic partner and cornerstone investor. However, subsequent review revealed inconsistencies in how the issuance of the underlying Conversion Shares was disclosed, particularly concerning shareholder approval requirements and regulatory compliance under ASX Listing Rules.

Key Clarifications on Share Issuance and Regulatory Compliance

The company clarified that the 201,559,639 Conversion Shares linked to the convertible notes will be issued in two distinct tranches. The first tranche of 114,810,263 shares will be issued under Anax’s existing placement capacity pursuant to Listing Rule 7.1, which does not require shareholder approval. The second tranche, comprising 105,689,737 shares, will require shareholder approval but will not count towards the company’s placement capacity due to an exception under Listing Rule 7.2.

This distinction corrects earlier disclosures that suggested all Conversion Shares were subject to shareholder approval or issued under the same capacity. Anax confirmed that no shares will be issued under Listing Rule 7.1A, as the nature of the issue involves non-cash consideration, which Listing Rule 7.1A prohibits.

Addressing the Administrative Oversight

Anax attributed the inconsistencies in its previous disclosures to an administrative oversight. In response, the company has appointed a new internal member dedicated to corporate compliance management and is reviewing its internal processes to prevent similar issues in future market communications. This move signals Anax’s commitment to maintaining transparency and regulatory adherence amid its ongoing capital raising activities.

Insight into Mineral Development Partners and Due Diligence

Additional information was provided about MDP, a newly formed Singapore-based private company led by Rob Brierley, a seasoned mining executive with over 30 years of experience. Brierley’s track record includes leading Fenix Resources through significant growth and ASX re-listing. Anax conducted thorough due diligence on MDP, including legal counsel engagement and face-to-face meetings with potential financiers, concluding that MDP has sufficient financial capacity to meet its obligations under the convertible note agreement.

Funds totaling $3.3 million have already been received from MDP, with further investments contingent on satisfying various conditions precedent, including MDP’s completion of due diligence on Anax.

Looking Ahead for Anax Metals

This clarification not only rectifies prior disclosure ambiguities but also reinforces Anax Metals’ strategic partnership with MDP as it advances its base metals projects. The company’s proactive compliance measures and transparent communication will be closely watched by investors and regulators alike as Anax navigates its next phase of growth and capital management.