Chairman’s Address to the Scheme Meeting Cygnus Metals Limited (ASX:CY5; TSXV:CYG; OTCQB:CYGGF) ( Cygnus) refers to the proposed transaction under which Central Asia Metals PLC (AIM:CAML) will acquire 100% of the shares in Cygnus pursuant to a
Cygnus Metals Limited
Level 2, 8 Richardson Street, West Perth WA 6005
T: +61 8 6118 1627 E: [email protected] W: www.cygnusmetals.com
ASX: CY5 | TSXV: CYG
OTCQB: CYGGF
18 September 2026 – Toronto, Canada and Perth, Western Australia
Chairman’s Address to the Scheme Meeting
Cygnus Metals Limited (ASX:CY5; TSXV:CYG; OTCQB:CYGGF) ( Cygnus) refers to the proposed transaction
under which Central Asia Metals PLC (AIM:CAML) will acquire 100% of the shares in Cygnus pursuant to a
scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (Scheme).
Capitalised terms in this announcement that are not otherwise defined have the meanings given to them in the
Scheme Booklet dated 13 August 2026.
In accordance with ASX Listing Rule 3.13.3, attached to this announcement is the Chairman’s address to be
presented at the Scheme Meeting being held today at 2.00pm (AWST).
Cygnus Shareholders may attend, participate and vote at the Scheme Meeting in person at Level 39, 152- 158
St Georges Terrace, Perth WA 6000. Cygnus will announce the results of the Scheme Meeting on the ASX shortly
after the conclusion of the Scheme Meeting.
Further information
If you require further information or have any questions in relation to the Scheme or the Scheme Meeting, please
contact Cygnus' Scheme Information Line on 1300 103 401 (from within Australia) or +61 2 9066 4063 (from
outside Australia), Monday to Friday (excluding Australian public holidays) between 8:30am to 5:00pm (AWST).
This announcement is authorised for release by the Board of Cygnus Metals Limited.
David Southam Nicholas Kwong Media:
Executive Chair President & CEO Paul Armstrong
T: +61 8 6118 1627 T: +1 418 748 5076 Read Corporate
E: [email protected] E: [email protected] T: +61 8 9388 1474
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this announcement may constitute “forward- looking information” within the
meaning of applicable securities laws. Examples of forward- looking statements in this announcement include,
among others, statements regarding the completion of the Scheme and the remaining related steps therefor,
including timing thereof. These statements involve known and unknown risks, uncertainties and other factors
that may cause actual results or timing to differ materially from those anticipated or implied by such forward-
looking information. Information about the risks and assumptions affecting the forward- looking information
herein can be found in the “Risk Factors” section in the Scheme Booklet dated 13 August 2026, a copy of which
is available under Cygnus’ profile on SEDAR+ at www.sedarplus.ca. All of the forward- looking information in
this announcement is qualified by these cautionary statements. Cygnus assumes no obligation to publicly
update or revise such information, except as may be required by applicable law and the rules of the ASX and
the TSX Venture Exchange.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SCHEME MEETING
CYGNUS METALS LIMITED
Scheme Meeting at 2.00pm AWST on Friday, 18 September 2026, at Level 39, 152-158 St Georges Terrace, Perth
WA 6000
INTRODUCTION
Good afternoon all.
My name is James Nicholls and I have been appointed by the Directors, and by the
orders of the Honourable Justice Hill of the Supreme Court of Western Australia, to
Chair this Scheme Meeting of Cygnus Metals Limited.
I would like to begin by welcoming you to today’s Scheme Meeting and thank you all for
your attendance.
For ease of reference and brevity, the use of any defined term at today’s meeting, unless
the context requires, references to the corresponding term as defined in the Scheme
Booklet dated 13 August 2026.
Today is an important day for Cygnus. We will be holding this Scheme Meeting, at which
shareholders will be asked to vote on a proposed Scheme of Arrangement under which
Central Asia Metals PLC (CAML) proposes to acquire all of the issued ordinary shares in
Cygnus Metals Limited.
Under the Scheme, eligible Cygnus Shareholders will receive 0.06 New CAML Shares
for every Cygnus Share held on the Record Date, which represents a significant
premium on trading prices prior to the Scheme being announced.
With those introductory remarks, please allow me to proceed with the formal part of
today’s meeting.
BUSINESS OF
MEETING
Quorum is 2 members.
The purpose of the Scheme Meeting is for Cygnus Shareholders to consider and vote on
the Scheme.
With the time now having just passed 2: 00pm and having been advised that a quorum is
present, I declare the Scheme Meeting open.
Before I introduce your Directors, I will outline the conduct of today’s meeting.
I remind everyone that this is a shareholders’ meeting and only holders of Cygnus Shares,
appointed proxies, authorised corporate representatives and attorneys are entitled to vote
and speak at this meeting. We have allowed visitors into the meeting.
I would be grateful if you could all check that your mobile devices are switched off or on
silent. I note that the taking or recording of photographs, videos or audio of the meeting or
its proceedings, by any means, is not permitted.
CYGNUS
REPRESENTATIVES
AND APOLOGIES
I would like to now introduce you to:
• David Southam - Executive Chair; and
• Maddison Cramer – Joint Company Secretary.
I pass on the apologies from the following Directors and officers, who are not able to be
here in person today:
• Ernest Mast - Non Executive Director;
• Brent Omland - Non Executive Director;
• Raymond Shorrocks - Non Executive Director;
• Mario Stifano - Non Executive Director; and
• Kevin Tomlinson - Non Executive Director; and
• Carl Travaglini – Joint Company Secretary.
2.
I am also joined here today by representatives of Cygnus' share registry, Computershare,
who will be assisting in the poll process of the Scheme Meeting.
BRIEF OVERVIEW OF
THE SCHEME
The proposed acquisition of Cygnus by CAML is to occur by way of a scheme of
arrangement under Part 5.1 of the Corporations Act.
If the Scheme is not approved today, the Scheme will not proceed and you will not receive
the Scheme Consideration. Instead, you will retain your Cygnus Shares and Cygnus will
continue to operate as a standalone entity.
If the Scheme is approved and implemented, Cygnus Shareholders will receive 0.06 New
CAML Shares for every Cygnus Share held by them on the Record Date for the Scheme,
expected to be 5:00pm (AWST) on Monday, 28 September 2026, other than Sale Facility
Participants who will receive a cash equivalent amount through the Sale Facility (subject
to any applicable deductions). If the Scheme is implemented, Cygnus will be removed
from the official lists of the ASX, the Cygnus Shares will be delisted from the TSXV and
will no longer trade on the OTCQB, and Cygnus will ultimately be wholly owned by CAML.
INFORMATION ABOUT
CAML
Information regarding CAML and its group companies is set out in section 5 of the Scheme
Booklet dated 13 August 2026.
By way of brief summary, CAML is a UK-headquartered base metals producer quoted on
the AIM market of the London Stock Exchange, with principal assets comprising the
wholly-owned Kounrad copper operation in Kazakhstan and the wholly-owned Sasa zinc-
lead mine in North Macedonia. CAML is listed on AIM under the ticker symbol "CAML".
THE BOARD’S
RECOMMENDATION
As set out in the Scheme Booklet, the Cygnus Directors have unanimously recommended,
and as at the date of this meeting, continue to recommend, that Cygnus Shareholders
vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the
Independent Expert continuing to conclude that the Scheme is in the best interests of
Cygnus Shareholders. Subject to those same qualifications, each Cygnus Director will
vote, or procure the voting of, all Cygnus Shares which they hold or control in favour of
the Scheme at the meeting today.
I can confirm that, at present, no Superior Proposal has been received by Cygnus and
the Board is not aware of any Competing Proposal that is likely to emerge.
As at the date of this meeting , the Cygnus Directors have a Relevant Interest in an
aggregate 59,234,954 Cygnus Shares, equating to approximately 4. 66% of Cygnus
Shares.
Section 1.3 of the Scheme Booklet includes additional information regarding the reasons
for the Board’s recommendation, and section 1.4 of the Scheme Booklet includes reasons
why you may choose to vote against the Scheme.
It is noted that certain Cygnus Directors will be entitled to certain payments in connection
with the implementation of the Scheme, as disclosed in section 10 of the Scheme Booklet.
The interests of the Directors are also disclosed in section 10 of the Scheme Booklet.
INDEPENDENT
EXPERT’S
RECOMMENDATION
The Cygnus Board appointed Grant Thornton Corporate Finance Pty Ltd as the
independent expert to assess the merits of the Scheme.
The independent expert has concluded that , in the absence of a superior alternative
proposal, the Scheme is fair and reasonable and hence in the best interests of Cygnus
Shareholders. A full copy of the independent expert’s report is set out in Annexure A of
the Scheme Booklet.
On 1 September 2026, Cygnus released its interim financial report for the half year ended
30 June 2026 (HY26 Report), and on 27 August 2026, unaudited interim results of CAML
for the six months ended 30 June 2026 together with the associated management’s
discussion and analysis (together with the HY26 Report, the Updated Financial Results).
3.
Following the release of the Updated Financial Results, the Cygnus Board obtained the
Independent Expert's confirmation that the results do not change the Independent Expert's
opinion.
CONDITIONS
The Scheme is subject to certain conditions, as outlined in section 8. 4(c) of the Scheme
Booklet and the Scheme Implementation Deed.
With the exception of Cygnus Shareholder, Kazakhstan regulatory and Court approval,
the other conditions have now been met or are expected to be met before the Second
Court Date.
As announced to the ASX on 14 September 2026, in relation to the outstanding
Kazakhstan regulatory approval condition, the application process remains ongoing, with
the statutory timetable now requiring a decision by no later than Thursday, 1 October
2026.
Cygnus is not aware of any reason that the required Kazakhstan regulatory approval will
not be received.
In light of the expected timing for the Kazakhstan regulatory approval, if the relevant
approval is not obtained prior to the current Second Court Date (presently scheduled for
23 September 2026), Cygnus intends to approach the Court to defer the Second Court
Date to a future date (which would be timed to be as soon as possible after the required
Kazakhstan regulatory approval is received).
The Cygnus Board is not currently aware of any reasons as to why the remaining
conditions will not be resolved prior to the Second Court Date.
VOTING PROCEDURE
Proxies have been received and inspected for the Scheme Meeting and all those validly
lodged have been accepted. The details of the proxies received will be read later when
this meeting considers the Scheme Resolution.
Please note that only Shareholders registered as at 5 :00pm (AWST) on Wednesday,
16 September 2026, or their duly appointed proxies, attorneys or corporate
representatives, can vote on the Scheme Resolution.
As set out in the Notice of Scheme Meeting, voting will be conducted by way of a poll. If
you are eligible to vote at the Scheme Meeting, you should have received a voting card
on registration for this meeting. If you do not have one, please see the Computershare
representative and they will assist you.
When the Scheme Resolution is put to the meeting, the voting cards will be collected by
a representative of Computershare.
QUESTIONS
Shareholders will be given the opportunity to ask questions of the Board as they relate to
the resolution during the meeting. If your questions concern the voting process, please do
not hesitate to ask a Computershare representative during the meeting at the appropriate
juncture.
During question time, please state your name and whether you are speaking as a
Shareholder, proxy or corporate representative so members of the Board can address
you.
FORMAL BUSINESS
We will now commence the formal part of this meeting.
The purpose of this meeting is to consider and, if thought fit, to pass a resolution to agree
to the Scheme. This resolution is set out in the Notice of Scheme Meeting which is
contained in Annexure D of the Scheme Booklet dated 13 August 2026.
To approve the Scheme, the Scheme Resolution needs to be approved by:
• a majority in number of Cygnus Shareholders present and voting at the Scheme
Meeting (whether by direct vote or by appointing a proxy, corporate representative
or attorney), unless the Court orders otherwise;
4.
• at least 75% of the total number of votes cast on the resolution (whether by direct
vote or by appointing a proxy, corporate representative or attorney); and
• a majority of the votes cast at the Scheme Meeting by Scheme Shareholders
present or represented by proxy and entitled to vote at the Scheme Meeting, voting
as a single class, on the basis of one vote per Scheme Share held, excluding for
this purpose the votes required to be excluded by MI 61-101.
Proxy Results
I will now display on the screen behind me the details of the valid proxy votes received for
the Scheme Resolution as at the time of proxy close.
In respect of the Scheme Resolution, a total of 618,296,529 votes were cast, comprising:
(a) 607,240,112 votes were cast in favour of the Scheme Resolution, representing
98.21% of proxies received;
(b) 10,229,175 votes were cast against the Scheme Resolution, representing 1.65% of
proxies received;
(c) 150,000 votes abstained from voting on the Scheme Resolution, representing
0.02% of proxies received; and
(d) 677,242 votes were open votes, representing 0.11% of proxies received.
‘Open votes’ are proxy forms which have been validly completed but for which no proxy
has been appointed or no voting direction has been provided.
As disclosed in the Notice of Scheme Meeting, I will, as Chair, vote in favour of the Scheme
Resolution for all open votes.
Therefore, 677,242 of the votes received via proxy will be cast in favour of the Scheme
Resolution, with 10,229,175 against and 150,000 abstaining.
Before I propose the Scheme Resolution, are there any questions in relation to this
matter?
Questions taken and answered.
Scheme Resolution
I now propose the following resolution in respect of the Scheme:
"THAT, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth),
the Scheme, as contained in and more particularly described in the Scheme Booklet (of
which the notice convening this meeting forms part), is agreed to (with or without
modification as approved by the Court to which Cygnus and CAML agree) and that, the
Cygnus Directors are authorised to agree to such alterations or conditions as are thought
fit by the Court and, subject to approval of the Scheme by the Court, the Cygnus Directors
are authorised to implement the Scheme with any such alterations or conditions".
Voting
I now ask all s hareholders in attendance that have not already voted to vote on the
Scheme Resolution by marking your voting card . A representative of Computershare will
collect your voting cards now.
If you have any questions regarding the voting process, please do not hesitate to ask a
Computershare representative.
(Once voting has appeared to reach a close)
It appears as though the voting process has completed. I therefore declare the poll closed
and note that no more votes will be counted toward the resolution proposed at this
meeting.
I now ask that shareholders please remain for a few minutes while I explain the next steps
of this process.
5.
NEXT STEPS
The results of the poll for the Scheme Meeting will be announced to the ASX after this
meeting. If the requisite majorities of Shareholders approve the Scheme Resolution, the
Scheme will be taken to be approved by Shareholders.
If the Scheme Resolution is passed by the requisite majorities, and all other remaining
conditions (other than Court approval) are satisfied or waived, then Cygnus will apply to
the Supreme Court of Western Australia for orders approving the Scheme.
Any Cygnus Shareholder who wishes to oppose the approval of the Scheme by the Court
may do so by filing with the Court and serving on Cygnus a notice of appearance in respect
of COR 101 of 2026, in the prescribed form, together with any affidavit on which that
shareholder wishes to rely on at the hearing. The notice of appearance and any affidavit
must be served on Cygnus at its address for service at the offices of Hamilton Locke at
Level 39, 152-158 St Georges Terrace, Perth WA 6000 (Attention: James Nicholls) at least
one day before Second Court Hearing, currently scheduled for 23 September 2026.
The Second Court Hearing may not take place at this time and date if all of the conditions
precedent to the Scheme (other than approval of the Scheme at the Second Court
Hearing) have not been satisfied or waived (as applicable) before 12.15pm (AWST) on
the Second Court Date. Details of the conditions precedent to the Scheme are included in
section 8.1(c) of the Scheme Booklet. Cygnus Shareholders should refer to Cygnus’ ASX
announcement dated 14 September 2026 titled “Update on Scheme of Arrangement”
which provides an update on the status of the conditions precedent to the Scheme,
including the Kazakhstan regulatory approval condition precedent which has not yet been
satisfied.
The poll registrar will now undertake a verification of the number of votes to the proxies
received.
OTHER BUSINESS
There are no other matters of business notified for consideration at this Scheme Meeting.
Therefore, that concludes the formal business of the Scheme Meeting.
Thank you very much for your attendance here today. On behalf of the Board, I thank you
for your support of Cygnus.
I now declare the Scheme Meeting closed.
Scheme Meeting CLOSED at approximately _________pm (AWST).