1. The Applicant identified sub-groups within the Alleged Associates and, for each sub-group, stated the basis for the allegation of association and the corresponding voting power.
2. In summary, the Applicant submitted that the allegation of association arose from:

(a) joint participation in requisition notices under section 203D and section 249D and shared knowledge of the requisition process

(b) "coordinated and clustered trading activity" around those notices

(c) overlapping control and structural links between those entities and

(d) a common objective, namely the removal of the Applicant and the appointment of Mr Berend as managing director of Cyclone.

1. ASIC Regulatory Guide 128[5] states that jointly signing a section 249D notice is likely to be considered entering into a relevant agreement and for these investors to be considered associates.
2. In Caravel Minerals Limited[6], the Panel stated that:

"It was not clear to us, in the circumstances of this case, that the signing of the s249D Notice alone was sufficient to establish a relevant agreement between the Requisitioning Shareholders. While there was a shared frustration among the Requisitioning Shareholders with the actions of the Caravel board, we are not satisfied that there was necessarily a 'meeting of minds' of all who signed the requisition or that it was established that the purpose of all who signed went beyond causing the resolutions to be put to a meeting."

1. The review Panel in turn provided that "[t]o the extent that matters relevant to our jurisdiction are concerned, we agree with ASIC that jointly signing a s249D notice is "likely to be considered entering into a relevant agreement" giving rise to association, although we were of the view this will not necessarily be the case in all situations." [7]
2. The Panel's starting point for an association matter is that it is for the applicant to demonstrate a sufficient body of evidence of association and to convince the Panel as to that association, albeit with proper inferences being drawn (see Mount Gibson Iron Limited).[8]
3. Here, based on the materials before us, it is unclear whether the mere signing of the April Notices and the August Notices was enough to constitute a relevant agreement among the Alleged Associates. Aside from the notices themselves, there is limited material - anecdotal trading patterns unsupported by evidence - to support an inference of 'meeting of minds' among all the Alleged Associates, or that their objective went beyond permissible collective action and the bringing of resolutions to a shareholder meeting.
4. It is also unclear how much voting power the Alleged Associates have. The Applicant submitted that they had voting power of 20.38% in Cyclone at the time of the EGM but failed to provide evidence to support this. Relying on the information provided in the application for each of the sub-groups of Alleged Associates,[9] the total voting power appears to be well below 20%.
5. In Aguia Resources Limited, [10] the Panel stated that (footnotes omitted):

"In considering whether to conduct proceedings on the question of whether shareholders are associated in the context of a board spill, the Panel will apply its well established principle that the applicant must demonstrate a sufficient body of evidence of association to convince the Panel as to that association, albeit with proper inferences being drawn. As a practical matter, it may be more difficult for an applicant to demonstrate a sufficient body of probative material where it is alleged that a large number of parties have recently commenced acting in concert."

1. We consider that the number of individual shareholders who the Applicant submitted were associated pursuant to the April Notices and the August Notices (being 20 in total) made it challenging for the Applicant to provide material to demonstrate, and for us to find, an association between all (or even some) of them.[11]
2. In Aguia Resources Limited, [12] the Panel stated that (footnotes omitted):

"A contravention of the substantial holding provisions alone can give rise to unacceptable circumstances. However, it may be less likely to be in the public interest to intervene in a board dispute and make a declaration of unacceptable circumstances on a contravention of the substantial holding provisions alone if it is not material or where the market is not misinformed."

1. We expect that where shareholders together sign a requisition notice, they will also lodge a substantial holder notice to ensure the market is adequately informed. Here, we did note that no substantial holder notice was lodged at or around the time of the notices. However, this disclosure issue did not take us very far given the signatories were disclosed in the notice of meeting[13] and the market was accordingly informed.
2. We also consider that the alleged common objective of the Alleged Associates, namely the removal of the Applicant from the board of Cyclone, was unlikely to have an effect on the control, or potential control, of Cyclone given:

(a) it only affected one of four Cyclone board members and

(b) the Applicant had already agreed to resign following Cyclone's 2025 annual general meeting (see paragraph 7).

1. Therefore we are not satisfied that, on the materials provided, there is a compelling case that goes beyond collective action aiming at enhancing corporate governance.[14]
2. For these reasons, we consider that:

(a) The applicant did not demonstrate a sufficient body of material to warrant us making further enquiries on the allegation of an association between the Alleged Associates.

(b) Even if the allegations were made out, we were not satisfied that there was a reasonable prospect that we would make a declaration of unacceptable circumstances including because the circumstances did not appear to have an effect on the control, or potential control, of Cyclone.

(c) It was unlikely, in the circumstances, to be in the public interest for us to intervene with regards to the lack of substantial holder notice.

1. The Applicant submitted that the "Application relates to a number of events culminating in the [EGM] which, when considered in aggregate, give rise to unacceptable circumstances the subject of this Application. Accordingly, the Applicant submits that the relevant date for the purposes of section 657C(3) is the date of the Meeting, being 21 October 2025."
2. In Aguia Resources Limited,[15] the Panel stated that "[a] delay in making an application in the context of a requisitioned meeting may increase the Panel's reluctance to interfere with the legitimate right of shareholders to exercise voting rights."
3. In our view, the Applicant could have raised its allegations of association earlier than 19 December 2025, the date of the application.
4. On that basis, we consider that the application was not timely, noting that the alleged undisclosed association first arose in March 2025, approximately 9 months before the Applicant made the application and that, at the latest, the August Notices were relevant circumstances.
5. Given we decided not to conduct proceedings, we did not (and did not need to) determine whether or not to extend time under section 657C(3)(b).

1. For the reasons above, we do not consider that there is any reasonable prospect that we would make a declaration of unacceptable circumstances. Accordingly, we have decided not to conduct proceedings in relation to the application under regulation 20 of the Australian Securities and Investments Commission Regulations 2001 (Cth).

1. Given that we have decided not to conduct proceedings, we do not (and do not need to) consider whether to make any interim or final orders.

[1] Unless otherwise indicated, all statutory references are to the Corporations Act 2001 (Cth) and all terms used in Chapter 6, 6A or 6C have the meaning given in the relevant Chapter (as modified by ASIC)

[2] On 27 January 2026, shareholder approval was given for the change of company name to Iron Bear Resources Limited (ASX: IBR)

[3] The Applicant is a director of European Lithium Limited

[4] In addition, the Applicant included two other Cyclone shareholders as Alleged Associates, who had traded in Cyclone shares around the time of the April Notices and the August Notices and whose directors were involved with another entity engaged with (but not a signatory of either) the April Notices and the August Notices

[5] ASIC Regulatory Guide 128: Collective action by investors, table 2

[7] Caravel Minerals Limited 02R [2018] ATP 10

[9] See paragraph 20

[10] [2019] ATP 13 at [24(b)], citing Mount Gibson Iron Limited [2008] ATP 4 at [15] and Auris Minerals Limited [2018] ATP 7 at [20]

[11] See also Tissue Repair Ltd [2024] ATP 20 at [33]

[12] [2019] ATP 13 at [24(g)], citing Caravel Minerals Limited [2018] ATP 8 at [50] and Auris Minerals Limited [2018] ATP 7 at [23] - [24]. There are rare cases where the Panel may intervene in a board spill where there is no material suggesting a contravention of section 606 and substantial holding provisions but there is a bid or proposed bid on foot (see IFS Construction Services Limited [2012] ATP 15)

[13] See section 3.1 of the notice of meeting dated 11 September 2025

[14] ASIC Regulatory Guide 128: Collective action by investors

[15] [2019] ATP 13 at [24(h)], citing Australian Whisky Holdings Limited [2019] ATP 12 at [24]-[26]