Further update on Scheme of Arrangement
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
21 September 2026 – Toronto, Canada and Perth, Western Australia
Further update on Scheme of
Arrangement
Cygnus Metals Limited (ASX: CY5; TSXV: CYG; OTCQB: CYGGF) (“Cygnus” or the “Company”) refers to the
proposed transaction under which Central Asia Metals PLC (AIM: CAML) (“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 (“Scheme Booklet”).
As previously announced to ASX on 14 September 2026, the Scheme remains subject to a number of
outstanding Conditions Precedent.
Cygnus convertible securities
Cygnus is pleased to advise that in respect of the Condition Precedent that related to the required treatment
of Cygnus Options and Cygnus Share Rights:
• all such Cygnus Options have either been exercised or the relevant optionholder has entered into a
required option replacement deed; and
• all such Cygnus Share Rights have been converted into Cygnus Shares, and
accordingly, these Conditions Precedent to the Scheme are now satisfied.
Kazakhstan regulatory approval
As at the date of this announcement, the Kazakhstan regulatory approval condition precedent remains
outstanding and CAML has informed Cygnus that it does not believe it will be satisfied by the current Second
Court Date (presently scheduled for 23 September 2026).
In respect of the progress of the Kazakhstan regulatory approval condition, CAML has advised Cygnus that it
has been actively engaging with the Ministry of Industry and Construction of Kazakhstan ( “MIC”) as to the
application. Importantly, the MIC has not raised any adverse comments or objections to the content or merits
of the filed application, nor does it require any further information to make a final decision. CAML remains
confident that it will receive the required approval. Due to multiple ongoing updates of the MIC’s administrative
procedures, CAML was required to re-submit its application electronically (online). This electronic submission
was completed on 18 September 2026. At the same time MIC communicated and confirmed to CAML that this
requirement to resubmit the application is related to the changes in administrative procedures and is not related
to the merit or content of the application.
Furthermore, while the statutory 30 days review period would ordinarily apply, CAML received certain
assurances that its application will be processed as soon as practically possible. CAML expects that the
approval will be granted on or before 12 October 2026. As previously referenced, CAML has a successful track
record of receiving a similar style of government approvals in Kazakhstan.
Other conditions precedent
Cygnus is not aware of any reason why any of the other outstanding conditions to the Scheme will not be
satisfied or waived in the ordinary course prior to the revised Second Court Date.
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Cygnus Metals Limited 2
Court approval of the Scheme
In light of the status of the Kazakhstan regulatory approval , Cygnus will approach the Supreme Court of
Western Australia to defer the Second Court Date as close as practicable to the forecasted regulatory approval
date (with a further announcement to made upon finalisation of the date with the Court and the amended
implementation timetable).
Should the Kazakhstan regulatory approval be received earlier than the date outlined in today’s
announcement, Cygnus will ascertain the potential to bring the Court date forward.
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
About Cygnus Metals
Cygnus Metals Limited (ASX: CY5, TSXV: CYG, OTCQB: CYGGF) is a diversified critical minerals exploration
and development company with projects in Quebec, Canada and Western Australia. The Company is
dedicated to advancing its Chibougamau Copper -Gold Projec t in Quebec with an aggressive exploration
program to drive resource growth and develop a hub- and-spoke operation model with its centralised
processing facility. In addition, Cygnus has quality lithium assets with significant exploration upside in the
world-class James Bay district in Quebec, and REE and base metal projects in Western Australia. The Cygnus
team has a proven track record of turning exploration success into production enterprises and creating
shareholder value.