C29 Metals Terminates Cancun Deal and Withdraws Tranche 2 Capital Raise

C29 Metals Withdraws Appendix 3B Securities Notice Dated 30 April 2026

C29 Metals Limited has lodged a cancellation of its Appendix 3B submitted to ASX on 30 April 2026, with the cancellation dated 2 July 2026. The cancellation is due to the termination of the Cancun Transaction and the linked cancellation of the Tranche 2 Capital Raising. This regulatory filing formally removes the proposed securities issue from ASX records, indicating that the transaction it supported will no longer proceed as previously outlined.

The Appendix 3B is a standard ASX form used to notify the exchange of proposed securities issuances. Its cancellation is a significant procedural step, effectively nullifying a series of capital market activities that had been publicly disclosed to shareholders and Market Participants. This confirms the company has abandoned the strategic direction detailed in the original April 2026 notification.

Details of the Cancelled Cancun Transaction and Its Impact on C29 Metals

The cancelled filing indicates the Cancun Transaction was an acquisition deal under which C29 Metals would issue securities as vendor and deferred consideration. The structure included 45,416,667 fully paid ordinary shares as vendor consideration and performance rights issued under the acquisition agreement. The company update did not provide further details about the underlying assets or counterparties involved.

Acquisitions funded with vendor consideration shares are common in the junior resources sector, where equity is used instead of cash. Termination of such a deal can result from failed Due Diligence, breakdown in negotiations, inability to secure approvals, or mutual agreement to withdraw. C29 Metals did not elaborate on the reasons beyond noting the termination in the cancellation filing.

Tranche 2 Placement Cancelled: 152 Million Shares at AUD 2.4 Cents Each

At the core of the cancelled transaction was a Tranche 2 placement involving 152,286,274 fully paid ordinary shares. This tranche required shareholder approval with a determination date of 10 June 2026. The cancellation implies that either the approval was not granted or the commercial rationale for the raising ended before approval could be obtained.

The placement price was AUD $0.024 per share. Including the 195,833,333 ordinary shares referenced in the filing, the proposed issuances represented a significant dilution of the company’s share capital. The cancellation removes this dilution threat for existing shareholders related to this capital raising.

Vendor Consideration and Introducer Shares Also Cancelled

Besides the Tranche 2 placement, the original filing proposed issuing 45,416,667 fully paid ordinary shares as vendor and deferred consideration, valued at AUD $0.024 per share. Additionally, 14,583,333 fully paid ordinary shares were to be issued as introducer shares, subject to shareholder approval. All these components depended on the Cancun Transaction proceeding and have now been cancelled.

The introducer shares indicate a third-party adviser or facilitator was engaged and was to receive equity as part of their fee. With the transaction terminated, these shares will not be issued, reducing overall equity dilution compared to the original plan.

Class A Performance Rights with Copper Drilling Milestones Will Not Be Issued

The original filing included 14,583,333 Class A Performance Rights, a new class of performance shares to be issued as acquisition consideration. These rights would convert one-for-one to ordinary shares upon C29 Metals announcing five or more drill holes or intervals of at least 10 metres at 2% copper or higher within 24 months from the Date of Issue.

This milestone-based structure is common in resource acquisitions, linking deferred consideration to exploration success. With the Cancun Transaction terminated, these performance rights will not be issued, and the related drilling milestones will no longer be part of C29 Metals’ obligations or disclosures.

Class B Performance Rights: 25 Million Securities Also Cancelled

The filing partially disclosed a Class B Performance Rights tranche comprising 25,000,000 new-class securities. Like Class A, these were to be issued as performance shares under the acquisition agreement. However, full terms and milestone conditions were not fully detailed in the publicly available filing.

The cancellation confirms all proposed securities tranches, including both classes of performance rights, are void due to the termination of the Cancun Transaction. The company did not provide valuation or milestone details for the Class B rights in the announcement.

Shareholder Approval and the 10 June 2026 Determination Date

The initial filing stated that several components required shareholder approval by 10 June 2026. This included Tranche 2 shares (152,286,274), vendor consideration shares (45,416,667), 39,583,332 performance rights, and 14,583,333 introducer shares. The approval status field was left blank in the cancellation, leaving the outcome of any vote unclear.

The cancellation date of 2 July 2026, about three weeks after the determination date, may interest investors tracking the timeline. However, no further details were provided on whether a shareholder meeting occurred, the vote results, or whether the termination preceded or followed any such vote. Investors seeking clarity should monitor any additional company announcements.

Capital Structure Implications After Cancellation

With the Cancun Transaction terminated, the hundreds of millions of ordinary shares and tens of millions of performance rights planned will not be added to C29 Metals’ share register. This preserves the current capital structure and prevents dilution from the cancelled placement and consideration shares. The update did not specify the company’s existing shares on issue or other securities.

For shareholders, this means no dilution from the cancelled issuances. However, the termination also means any strategic or operational benefits expected from the Cancun acquisition—including access to related Assets or projects—will not materialise under the current arrangement. The company did not disclose any financial impact or break fees related to the termination.

Next Steps for C29 Metals Investors Post-Cancellation

Following the formal termination of the Cancun Transaction and cancellation of the associated capital raising, investors will look for updates on C29 Metals’ revised strategic direction. Key questions include whether the company is pursuing alternative acquisitions, planning replacement capital raises, and the status of its project portfolio and cash position after this development. The immediate effect on the share price was not publicly available.

Investors may also await management commentary on the circumstances behind the Cancun Transaction’s termination, which had advanced to the stage of an Appendix 3B filing. The copper-focused drilling milestones in the cancelled performance rights offer insight into the type of resource exposure C29 Metals had targeted. Whether the company remains focused on copper or shifts to other Commodities or strategies remains to be seen. Market participants should monitor forthcoming company communications for further details.