ASX minnow Bryah Resources has called for Takeovers Panel intervention, claiming a group of allegedly associated shareholders is attempting to topple its board.
ASX minnow Bryah Resources has called for Takeovers Panel intervention, claiming a group of allegedly associated shareholders is attempting to topple its board.
Leederville-based explorer Bryah approached the federal government’s umpire today, requesting intervention after a group of shareholders, that it claims are connected, built up a cumulative 31.19 per cent stake in the company.
In its submission to the panel, Bryah outlined that it had engaged stockbroking firm GBA Capital to carry out a two-tranche placement in February and April.
Bryah said a GBA client, Yonglu Yu, bought 11.84 per cent stake in the company during that period, and on May 27 lodged a section 203D notice with Bryah – flagging his intention to remove the company’s three directors.
On May 29, Queensland-based Mr Yu requested a meeting be called to consider the removal of two of the three directors – the company’s chair Ian Stuart and Lesley Ingraham – and appoint two of his own director nominees.
That meeting is slated for July 29.
Bryah alleged that following the announcement of the meeting, a number of GBA Capital dealers and its clients bought and sold shares in the company – “with a net increase to their aggregated holding”.
“Bryah submits that a number of Bryah shareholders connected with GBA Capital and/or Mr Yu are associated with each other with the shared goal or purpose to take control of the board of Bryah,” the Takeovers Panel wrote.
In his members statement calling for change, Mr Yu told shareholders that his concerns related to a lack of updates to the market – flagging that Bryah had not updated the market on its gold exploration between July 16, 2024 and April 15, 2025 – when a strategic review was announced.
“While many other junior explorers have capitalised on the strong gold and silver commodity cycle, the company’s existing board has not been proactive in securing acquisition opportunities that have generated any tangible shareholder value,” he wrote in a letter to shareholders dated May 30, while calling for board renewal."
Mr Yu nominated Nicholas Katris and Bishoy Habib as proposed directors on the board.
In its notice of general meeting letter to shareholders, Bryah management labelled the attempt by Mr Yu to insert new board members “entirely opportunistic”.
“Your directors are not fundamentally opposed to control of the company passing to Mr Yu Yonglu,” it wrote late in May.
“However, if this is to occur, it should be undertaken not by stealth, but rather by way of a formal takeover pursuant to which every shareholder receives a fair and reasonable offer for their shares that incorporates an appropriate control premium.”
Bryah has submitted to the Takeovers Panel that the allegedly associated shareholders have acquired voting power of more than 20 per cent in the company – in contravention of listing rules.
It asked for an interim order restraining each of the allegedly associated shareholders from buying its shares and called for ASIC intervention and restriction on the allegedly affiliated parties from exercising their voting rights.
Bryah has a market capitalisation of $5.8 million and is carrying out due diligence at the Golden Pike gold project in Canada while exploring a sale of mineral rights at its Gabanintha nickel, copper and gold project in WA.
It had a cash position of $586,974 at the end of June.
The company’s former chief executive, Ashley Jones, recently stepped down as its chief executive and moved to a non-executive director role.
Greg Hill was appointed as its CEO in June, effective from July 1.
The Takeovers Panel is yet to decide whether it will conduct proceedings following the request and noted that it “makes no comment on the merits of the application”.
