Governance Battle at Cyclone Metals Raises Risks of Prolonged Boardroom Turmoil

Background to the Dispute

Cyclone Metals Limited (ASX – CLE), a player in the base metals mining sector, finds itself embroiled in a governance dispute as its founding director, Antony Sage, challenges recent board changes. Sage was removed from the board on 21 October 2025 following a resolution passed at a requisitioned general meeting under section 249D of the Corporations Act. This legal mechanism allows shareholders to call a meeting to remove directors, but Sage contends the process was tainted by undisclosed coordinated actions among certain shareholders.

Allegations of Coordinated Shareholder Action

In his application to the Takeovers Panel, Sage alleges that a group of shareholders, described as "associates," acted in concert to influence the board's composition. These associates reportedly held over 20% voting power at the time of the meeting and engaged in share trading around key dates linked to previous and current section 249D notices. Crucially, Sage claims these associations were not disclosed to the market, raising concerns about transparency and potential breaches of continuous disclosure obligations.

Remedies Sought and Panel Proceedings

Sage is not seeking interim orders but requests final orders compelling the alleged associates to make corrective disclosures. Additionally, he seeks a 12-month voting restriction on shares acquired during the contested trading periods and a prohibition on further share acquisitions for the same duration. The Takeovers Panel has acknowledged receipt of the application but has yet to appoint a sitting panel or decide whether to conduct proceedings, maintaining neutrality on the merits at this stage.

Upcoming General Meeting and Broader Implications

In response to the ongoing tensions, Cyclone Metals has scheduled another general meeting for 27 January 2026. This meeting will consider a resolution to remove another director, Paul Berend, following a section 249D notice lodged by Antony Sage, Lucy Sage, and JEM Holding Pty Ltd. This development suggests the dispute over board control is far from settled and may continue to impact Cyclone’s governance and investor confidence.

What This Means for Investors

The unfolding situation at Cyclone Metals highlights the complexities of shareholder activism and boardroom battles in the mining sector. Investors should watch closely for the Takeovers Panel’s decision and any corrective disclosures that may follow, as these will provide clarity on the legitimacy of the alleged coordinated actions and potential restrictions on shareholder voting power. The outcome could set a precedent for how similar disputes are handled in the ASX-listed mining companies.