Proposed acquisition of Cygnus Metals Limited by Central Asia Metals PLC for A$232 million

2026-06-02

TSXV - TSX Venture Exchange · Copper · Gold · Silver · Lithium · Tantalum · Cesium · Tin · Rare Earth Elements · Nickel · Platinum · Canada

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE FURTHER INFORMATION SECTION WITHIN THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE A TAKEOVER OFFER OR AN OFFER OF SECURITIES.THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF CENTRAL ASIA METALS PLC OR CYGNUS METALS LIMITED IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (‘UK MAR’). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN_._

Transaction highlights

Central Asia Metals PLC (‘CAML’) to acquire Cygnus Metals Limited (‘Cygnus’) via Australian scheme of arrangement, offering 0.06 New CAML Shares per Cygnus share, implying an equity value of Cygnus of ~A$232 million1 Transaction adds the Chibougamau Project in Québec, Canada (the ‘Chibougamau Project’), a flagship high-grade copper-gold development asset in a high-quality jurisdiction, to CAML’s portfolio of producing operations Transaction enhances scale, commodity and geographic diversification of CAML, combining cash-generative assets and long-term exploration potential with a near-term development growth pipeline CAML’s strong balance sheet provides a clear funding pathway to advance the Chibougamau Project, and to de-risk its development, supported by CAML’s technical capabilities as a proven operator All-scrip transaction delivers premium for Cygnus shareholders while retaining upside exposure to the Chibougamau Project Major shareholders of Cygnus, which together currently own and/or control in aggregate approximately 29% of Cygnus Shares on issue have confirmed their intention to vote their respective Cygnus Shares in favour of the Scheme at the Scheme Meeting subject to the qualifications referenced in this announcement2

TORONTO and PERTH, Western Australia, June 02, 2026 (GLOBE NEWSWIRE) -- Central Asia Metals PLC (AIM: CAML) and Cygnus Metals Limited (ASX: CY5, TSXV: CYG, OTCQB: CYGGF) are pleased to announce that they have entered into a definitive Scheme Implementation Deed (‘SID’) under which CAML has agreed to acquire 100% of the fully paid ordinary shares in Cygnus ( ‘Cygnus Shares’) with each Cygnus shareholder being entitled to receive 0.06 new CAML shares for each Cygnus Share held at the prescribed record date (‘New CAML Shares’). The transaction, as contemplated in the SID, will be implemented by way of an Australian Court-approved scheme of arrangement pursuant to Part 5.1 of Australia's _Corporations Act 2001 _(Cth) (‘Corporations Act’) ( ‘Scheme’).

The terms of the Scheme value each Cygnus Share at A$0.176 per Cygnus Share based on the closing price of £1.56 per CAML share and a A$:£ exchange rate of A$1:£0.53 on 1 June 2026 (‘Scheme Consideration’). The Scheme Consideration values the fully diluted share capital of Cygnus at A$232 million3.

Immediately following implementation of the Scheme, it is expected that existing CAML shareholders will own approximately 70%, and Cygnus shareholders will own approximately 30%, of CAML’s enlarged fully diluted issued share capital4.

The acquisition of Cygnus will add a flagship development-stage asset through a 100% interest in the Chibougamau Copper-Gold Project, a high-grade deposit located in Québec, Canada to CAML’s existing portfolio of producing and cash-flow generative assets located in North Macedonia and Kazakhstan and its exploration projects. The latest Mineral Resource Estimate (‘MRE’) published by Cygnus in late 2025 for the Chibougamau Project is 6.4 million tonnes at a 2.3% copper grade (‘Cu’), 0.8g/t gold grade (‘Au’) and 7.6g/t silver grade (‘Ag’) in the Measured and Indicated Resource categories and 8.5 million tonnes at a 2.1% Cu grade, 1.7g/t Au grade and 7.9g/t Ag grade in the Inferred Resource category5.

Cygnus shareholders will be asked to approve the Scheme at a scheme meeting (‘Scheme Meeting’) which is expected to be held in September 2026, with implementation of the Scheme to occur shortly thereafter. For the Scheme to proceed, it must be approved by at least 75% of all votes cast by Cygnus shareholders and a majority of Cygnus shareholders present and voting (in person or by proxy) at the Scheme Meeting, and the Scheme will also require approval by a simple majority of the votes cast by Cygnus shareholders, excluding the votes of certain related parties as prescribed by Canadian securities regulation Multilateral Instrument 61-101 – _Protection of Minority Security Holders in Special Transactions, _at the Scheme Meeting.

Prior to the Scheme Meeting, CAML will also convene a shareholder meeting to approve the allotment of the New CAML Shares and grant of the New CAML Options (as defined below) (‘CAML Meeting’). The CAML shareholder resolution required will be duly-passed by a simple majority of those CAML shareholders who vote.

Under the SID, CAML has agreed to use all reasonable endeavours to apply for approval for listing its ordinary shares on the Toronto Stock Exchange (‘TSX’) or TSX Venture Exchange (‘TSXV’ and, together with the TSX, a ‘Recognised Canadian Exchange’) prior to implementation of the Scheme, to provide holders of New CAML Shares the ability to trade on the TSX or TSXV and to broaden CAML’s investor base in North America. Any such listing will be subject to the satisfaction of the Recognised Canadian Exchange’s applicable listing requirements and the receipt of all relevant regulatory approvals. For the avoidance of doubt, the proposed listing will have no effect on CAML’s quotation on the AIM market of the London Stock Exchange, including its compliance with the relevant continuing admission requirements. There can be no certainty that a listing on a Recognised Canadian Exchange will be achieved, or as to the timing thereof, and CAML will make further announcements as appropriate.

Transaction highlights and rationale for Cygnus shareholders

Immediate value realisation for Cygnus shareholders 60% premium to Cygnus’ last closing price on 1 June 2026 of A$0.11 per Cygnus Share 49% premium to Cygnus’ 20-day volume weighted average price (‘VWAP’) to 1 June 2026 of A$0.12 per Cygnus Share

Provides exposure to strong balance sheet and cash generating business that de-risks development of the Chibougamau Project The Scheme provides exposure to CAML’s robust and sustainable cash flow with CAML reporting free cash flow of US$56 million in FY2025 and with existing analyst forecasts indicating a substantial improvement in free cash flow in FY2026 CAML has continually demonstrated its ability to return capital to shareholders, with FY2025 full year dividends of 12 pence per share declared (US$28 million in total) Free cash flow to be used in part to fund advancement of the Chibougamau Project

Commodity and project diversification, whilst retaining upside exposure to the Chibougamau Project Immediate exposure to CAML’s producing assets reduces exposure to risks associated with potential development of a single asset operation and further diversifies commodity and jurisdictional exposure 2026 production guidance for CAML of 12,000-13,000 tonnes of copper cathode, 18,000-20,000 tonnes of zinc-in-concentrate and 26,000-28,000 tonnes of lead-in-concentrate6 Scrip consideration preserves Cygnus shareholders’ exposure to upside at Chibougamau as exploration and development progresses, supported by CAML’s stronger balance sheet, while reducing funding requirements and mitigating future dilution risk

Increased trading liquidity in a diversified AIM50 quoted vehicle CAML’s shares are quoted on the AIM market of the LSE and are included in the FTSE AIM UK 50 and 100 indices Cygnus shareholders to be exposed to increased liquidity, with one-month Average Daily Traded Value for CAML of ~A$2.0 million compared with Cygnus of ~A$0.2 million CAML to use all reasonable endeavours to apply for approval for listing its ordinary shares on a Recognised Canadian Exchange

CAML management team has extensive project development and operational experience Cygnus shareholders expected to benefit from CAML’s proven project development and operational expertise particularly in base metals, underground mining, processing and dry stack tailings CAML’s team has a strong track record and reputation in environmental, social and governance matters, placing importance on developing and maintaining firm local relationships in its areas of current operation

Transaction highlights and rationale for CAML shareholders

Transformative acquisition Once in production, the Chibougamau Project has the potential to add meaningfully to CAML’s annual copper-equivalent output and cash flows The acquisition adds material near-term growth to CAML’s portfolio, with a flagship development-stage copper-gold asset to complement existing operations, and additional resource upside potential from ongoing exploration at and around the Chibougamau deposits

High-grade development project with significant exploration potential High-grade copper-gold project with an MRE of 6.4 million tonnes at a 2.3% Cu grade, 0.8g/t Au grade and 7.6g/t Ag grade in the Measured and Indicated Resource categories and 8.5 million tonnes at a 2.1% Cu grade, 1.7g/t Au grade and 7.9g/t Ag grade in the Inferred Resource category7 This equates to 149,000 tonnes of contained copper and 167,000 ounces of gold in M&I resources (with a further 182,000 tonnes of copper and 454,000 ounces of gold in Inferred) underpinning the scale and quality of the asset

The presence of an historical 900,000 tonnes per annum processing plant on site is expected to provide a significant head start and lower capital requirements for the project once refurbished Updated PEA study* is already under way and would be completed by CAML

Increased copper exposure in a tier-one jurisdiction Québec, Canada, is a world-class mining jurisdiction known for stable and supportive policies, a highly skilled workforce and abundant low-cost hydroelectric power Canada’s federal Critical Minerals Infrastructure Fund has approved co-funding for feasibility studies on transport and power infrastructure linking the Chibougamau deposits to the central processing facility, underscoring Québec’s commitment to enabling new copper production The acquisition of Cygnus would broaden CAML’s geographical footprint beyond Kazakhstan and North Macedonia, enhancing portfolio diversification

Clear pathway to project development Baseline environmental and engineering studies for the Chibougamau Project have commenced, and the project will be progressing through the permitting process in parallel with ongoing resource drilling and advanced study work CAML will leverage its mine development expertise to complete an updated PEA* and progress further feasibility studies in due course leading to project development

*Preliminary Economic Assessment (‘PEA’) The outcomes of the PEA were first announced by Doré Copper Mining Corp. on 10 May 2022 and the comprehensive technical report underpinning the PEA was announced by Doré in accordance with the requirements of NI 43-101 on 15 June 2022 (‘2022 Technical Report’). The 2022 Technical Report was prepared by BBA Inc. with several consulting firms contributing to sections of the study, including SLR, SRK Consulting (Canada) Inc. and WSP Inc. The 2022 Technical Report and the announcement are available on SEDAR.

Cygnus cautions that the PEA is a preliminary technical, conceptual and economic study undertaken by Doré of the initial evaluation and potential development of the Chibougamau Project. It is at scoping study level only, which is based on a lower level of technical assessment that is not sufficient to support the estimation of Ore Reserves and is inherently uncertain. The production targets and forecast financial information disclosed in the PEA are underpinned by Measured Mineral Resources (approximately 1.17%), Indicated Mineral Resources (approximately 32.10%) and Inferred Mineral Resources (approximately 66.73%). However, Cygnus is not able to disclose the outcomes of the PEA as the significant proportion of Inferred Resources included in the life of mine means that pursuant to ASX and ASIC guidance there is not considered to be sufficiently reasonable grounds for the production targets and forecast financial information disclosed in the PEA. Accordingly, Cygnus is not disclosing the production targets and forecast financial information reported in the PEA and cautions investors against making investment decisions based on such targets and forecasts.

Commenting on the Scheme, Nick Clarke, CAML’s Non-Executive Chairman, said: “We see this transaction as a compelling opportunity for CAML to add a high-grade copper-gold asset that fits well alongside our existing operations. Bringing the Chibougamau Project into the portfolio provides a clear pathway to near-term growth, with the potential to make a meaningful contribution to production and cash flow. The Scheme is consistent with our disciplined approach to pursuing acquisitions that enhance long-term cash generation.”

Commenting on the Scheme, Gavin Ferrar, CAML’s Chief Executive Officer, said: “The addition of this high‑grade copper‑gold project in a tier‑one jurisdiction represents a material step to strengthening our portfolio. We have been impressed by the quality and experience of the Cygnus team and look forward to working closely with them to integrate the Chibougamau Project, complete an updated PEA and advance the asset towards a feasibility study. We also look forward to working in collaboration with our host communities and other key stakeholders, including the Oujé-Bougoumou Cree Nation, the City of Chibougamau and the Government of Québec.”

Commenting on the Scheme, David Southam, Cygnus’ Executive Chairman, said: “This transaction is a true win-win outcome for both sets of shareholders. Cygnus shareholders can maintain their exposure to the Chibougamau Project while reaping the benefits of a highly respected base metals operating company that produces free cash flow and pays dividends. These strengths are expected to mitigate for existing shareholders certain future financial burdens associated with project development. CAML has all the necessary experience in underground mining, processing, dry stack tailings and concentrate production to deliver the Chibougamau Project. Importantly, CAML has a strong social licence in its current operations and we expect them to be an excellent partner for our local communities and other stakeholders.”

Analyst conference call and webcast A live conference call and webcast hosted by Gavin Ferrar (Chief Executive Officer, CAML) and Louise Wrathall (Chief Financial Officer, CAML) will take place at 09:30 (BST) today.

The conference call can be accessed by dialling 0808 109 0700 (UK toll free) or +44 (0) 33 0551 0200 and quoting the confirmation code ‘CAML’ when prompted by the operator.

The webcast can be accessed using the link:

https://brrmedia.news/CAML_AC

The presentation will be available on CAML’s website and there will be a replay of the call accessible following the presentation at https://www.centralasiametals.com

Presentation via Investor Meet Company

CAML will hold a live presentation via the Investor Meet Company platform at 12:30 (BST) today. The presentation is open to all existing and potential shareholders. Questions can be submitted via the Investor Meet Company dashboard at any time during the live presentation. Investors can sign up to Investor Meet Company for free, and can add to meet CAML via:

https://www.investormeetcompany.com/central-asia-metals-plc/register-investor

Investors who already follow CAML on the Investor Meet Company platform will be invited automatically.

Board of Directors’ recommendations The Board of Directors of Cygnus consider that the Scheme is in the best interest of Cygnus shareholders and unanimously recommend that Cygnus’ shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of Cygnus’ shareholders. Subject to those same qualifications, each member of the Cygnus Board intends to vote, or cause to be voted, all Cygnus Shares which they own or control in favour of the Scheme at the Scheme Meeting.

The Board of Directors of CAML are supportive of the Scheme and unanimously recommend that CAML shareholders vote in favour of the allotment of the New CAML Shares and grant of the New CAML Options (as defined below) at the CAML Meeting. Each member of the CAML Board intends to vote, or cause to be voted, all CAML shares which they own or control in favour of the allotment of the New CAML Shares and grant of the New CAML Options (as defined below) at the CAML Meeting.

Certain interests of Cygnus Directors in the Scheme As at the date of this announcement, the Cygnus Directors collectively hold and/or control the votes in relation to 30,169,842 or approximately 2.47% of the Cygnus Shares on issue.

In addition, the Cygnus Directors collectively hold or have an interest in 6,266,722 Cygnus Options, 48,819,206 Cygnus performance rights, and 2,445,906 Cygnus share rights.

The Cygnus Directors have each carefully reviewed their positions and consider that their interests in Cygnus Shares, Cygnus Options, Cygnus performance rights, and Cygnus share rights do not preclude them from making recommendations in relation to the Scheme.

Cygnus Shareholder Support Ocean Partners Holdings Limited, Equinox Partners Investment Management LLC, Symorgh Investments Pty Ltd and Gold Leaf Corporate Pty Ltd (together with each of their respective associates), which together currently own and/or control the votes in relation to 349,524,449 Cygnus Shares (representing approximately 29% of the Cygnus Shares on issue), have also indicated their intention to vote all Cygnus Shares that they hold directly or indirectly in favour of the Scheme at the Scheme Meeting, in the absence of a superior proposal emerging (as determined and announced by the Cygnus Board in accordance with the SID) and subject to an independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of Cygnus shareholders.8

Additionally, Ocean Partners Holdings Limited (together with its associates) in respect of its 156,201,460 Cygnus Shares, and Equinox Partners Investment Management LLC (together with its associates) in respect of its 150,829,997 Cygnus Shares, have also confirmed that they will not dispose, or cause the disposal, of those Cygnus Shares until the earlier of, the date of the Scheme Meeting, or, the date that is four months from the date of their intention statement.

Call Option Deed CAML has also entered into a call option deed (‘Call Option Deed’) with Ocean Partners Holdings Limited and Ocean Partners UK Limited (together, ‘Ocean Partners’) in respect of their relevant interests in an aggregate 120,906,526 Cygnus Shares representing, in aggregate, 9.9% of Cygnus Shares on issue (‘Call Option’). The Call Option provides CAML with the right to acquire the relevant Cygnus Shares held by Ocean Partners for 0.06 CAML Shares per Cygnus Share if:

Cygnus has received a competing proposal or any person (including Cygnus) publicly announces a competing proposal; and the Cygnus Board has announced that a competing proposal is a superior proposal,