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
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.
2 June 2026
Proposed acquisition of Cygnus Metals Limited by Central Asia Metals PLC for A$232 million
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
Central Asia Metals P LC (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
1 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. The Scheme
Consideration is based on 1,220,913,340 Cygnus Shares on issue , 1,050,000 Cygnus Shares to be issued as Stage 4 consideration for acquisition of the Beryl and Sakami projects , along with 83,621,706
Cygnus performance rights, 3,146,535 Cygnus share rights and 11,094,785 Cygnus options. For the purposes of calculating the implied equity value of the Scheme Consideration, all performance rights and
share rights are assumed to convert into ordinary shares and all outstanding in-the-money options are assumed to be exercised prior to the Record Date.
2 Refer to the section of this announcement titled ‘Cygnus Shareholder Support’ for further information regarding the voting intention statements (and the qualifications to those statements) and
shareholders who have provided them.
2
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 S hare 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 re quirements. There can be no certainty that a listing on a Recogn ised
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
o 60% premium to Cygnus’ last closing price on 1 June 2026 of A$0.11 per Cygnus Share
3 Refer footnote 1.
4 Based on 79 million New CAML Share s having been issued to Cygnus shareholders under the terms of the proposed Scheme. For the purposes of calculating the fully diluted issued share capital , all
performance rights and share rights of Cygnus are assumed to convert into ordinary shares and all outstanding in-the-money options of Cygnus are assumed to be exercised prior to the Record Date.
5 Refer to Cygnus’ ASX announcement titled ‘Cygnus reports a 78% increase in M&I resource at its Chibougamau Copper-Gold Project’ dated September 17, 2025.
3
o 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
o 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
o 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)
o 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
o 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
o 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
o 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
o CAML’s shares are quoted on the AIM market of the LSE and are included in the FTSE AIM UK 50
and 100 indices
o 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
o 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
o 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
o 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
o Once in production, the Chibougamau Project has the potential to add meaningfully to CAML’s
annual copper-equivalent output and cash flows
o The acquisition a dds 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
o 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 categor ies and 8.5 million
6 Central Asia Metals PLC, 2025 Operations Update, dated 8 January 2026.
4
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
o 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
o Updated PEA study* is already under way and would be completed by CAML
• Increased copper exposure in a tier-one jurisdiction
o Québec, Canada, is a world-class mining jurisdiction known for stable and supportive policies, a
highly skilled workforce and abundant low-cost hydroelectric power
o 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
o The acquisition of Cygnus would broaden CAML’s geographical footprint beyond Kazakhstan and
North Macedonia, enhancing portfolio diversification
• Clear pathway to project development
o 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
o 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 l ife 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
7 Refer to Cygnus’ ASX announcement titled ‘Cygnus reports a 78% increase in M&I resource at its Chibougamau Copper-Gold Project’ dated September 17, 2025
5
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 toward s 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 reap ing 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 co ncentrate 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.
6
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 Direct ors 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,
(together, the ‘Call Option Conditions’).
Subject to satisfaction of the Call Option Conditions, CAML may exercise the Call Option at any time during the
exercise period, being until the earlier of: (i) 6 months after date of deed; (ii) the date of implementation of the
Scheme; (iii) the date that is 10 business days after the date the SID is validly terminated, provided that no new
8 The Cygnus shareholders who have given voting intention statements comprise: (1) Ocean Partners Holdings Limited (156,201,460 Cygnus Shares represent ing 12.79% of all Cygnus Shares); (2) Equinox
Partners Investment Management LLC on behalf of itself and Equinox Partners LP, Mason Hill Partners LP, Equinox Partners Precious Metals Master Fund LP, and Stichting LGP (150,829,997 Cygnus Shares
representing 12.35% of all Cygnus Shares); (3) Symorgh Investments Pty Ltd (21,373,414 Cygnus Shares), Symorgh Investments Pty Ltd (7,559,199 Cygnus Shares) and Symorgh Super Pty Ltd (188,310 Cygnus
Shares) (collectively, 29,120,923 Cygnus Shares representing 2.39% of all Cygnus Shares); and (4) Gold Leaf Corporate Pty Ltd (10,064,679 Cygnus Shares), Blue Leaf AC (1,000,000 Cygnus Shares), M D & S
J Super Fund (2,133,912 Cygnus Shares) and Ms Sarah June Naylor (173,478 Cygnus Shares) (collectively, 13,372,069 Cygnus Shar es representing 1.10% of all Cygnus Shares). Each of the aforementioned
shareholders has consented to the inclusion of these voting intention statements in this document.
7
scheme implementation deed or takeover bid or other control proposal is announced by CAML or any other
CAML group member within that 10 business day period; and (iv) such other date and time agreed in writing
between Ocean Partners and CAML before that date.
The full terms of the Call Option Deed will be annexed to CAML’s notice of initial substantial holder to be released
to ASX shortly after this announcement.
Scheme structure and certain terms of the SID
Under the SID, CAML will acquire 100% of the Cygnus Shares by way of the Scheme, pursuant to which Cygnus
shareholders will receive 0.06 New CAML Shares per Cygnus Share held.
Implementation of the Scheme is subject to customary and other conditions, including (among other things):
• Receipt of specified North Macedonian and Kazakhstan regulatory approvals;
• An independent expert concluding and continuing to conclude that the Scheme is in the best interest of
Cygnus’ shareholders;
• Approval of the Scheme by Cygnus’ shareholders in accordance with Australia’s Corporations Act and
applicable Canadian securities laws at the Scheme Meeting;
• An ordinary resolution of CAML’s shareholders authorising the Directors to issue the New CAML Shares
pursuant to the Scheme and grant the New CAML Options (as defined below), as required by the
Companies Act 2006 of England and Wales;
• No Cygnus or CAML material adverse change, prescribed occurrence or regulated event arising (each as
defined in the SID); and
• Requisite Australian Court approvals.
In addition, the SID contains customary exclusivity provisions, including no shop, no talk and no due diligence ,
and a notification obligation and a matching right in favour of CAML. The SID also contains reciprocal break fee
provisions. The amount of the break fee, should it become payable, is approximately A$ 2.3 million. A copy of
the SID is attached to this announcement.
As part of the Scheme and subject to any required regulatory approvals, CAML intends to establish a share sale
facility to give smaller Cygnus shareholders the ability to have their CAML shares sold following implementation
of the Scheme. Cygnus shareholders (other than ineligible foreign shareholders) holding 85,176 or less Cygnus
Shares as at the record date for the Scheme will be able to elect to have the New CAML Shares they would have
otherwise received under the Scheme sold on their behalf, following implementation of the Scheme, by a third-
party broker through the share sale facility (‘Sale Facility’).
If CAML obtains approval for a listing of its ordinary shares on a Recognised Canadian Exchange, eligible Cygnus
shareholders, being those Cygnus shareholders who do not participate in the Sale Facility and who have a
registered address in Australia, Canada, New Zealand, Singapore, the United Kingdom or the United States of
America (‘Eligible Cygnus Shareholders’), will be entitled to elect to have their New CAML Shares to be tradable
on AIM or a Recogn ised Canadian Exchange (‘Exchange Election’). In the event an Eligible Cygnus Shareholder
makes a valid election for their New CAML Shares to be tradable on a Recogn ised Canadian Exchange and
approval for the New CAML Shares to be listed on a Recogn ised Canadian Exchange is not obtained, they will
receive their New CAML Shares that can be tradable on the AIM.
Eligible Cygnus Shareholders who do not make a valid election prior to the election cut-off date will be deemed
to have elected to receive their New CAML Shares that can be tradable on the AIM.
Further details on how Cygnus shareholders may participate in the Sale Facility and Exchange Election (as
applicable) will be included in the Scheme Booklet to be issued by Cygnus.
8
As a condition precedent to the Scheme, before the Court hearing to approve the Scheme, each holder of
options in Cygnus (a ‘ Cygnus Optionholder’) must have either (i) exercised their options in Cygnus ( ‘Cygnus
Options’) and received Cygnus Shares; (ii) entered into an agreement under which all of their Cygnus Options
will be automatically exercised upon the Scheme becoming effective; or (iii) agreed, to the extent their options
are not exercised before the Scheme record date, to their Cygnus Options being transferred to CAML or
cancelled in exchange for replacement options over the ordinary share capital of CAML on terms substantially
equivalent to the Cygnus Option it replaces (‘New CAML Options’).
Subject to the Scheme becoming effective and normal regulatory conditions, it is CAML’s intention to appoint a
current director of Cygnus to the CAML Board to support continuity of management of the Chibougamau Project.
It is also CAML’s intention to retain all Canada- based employees of Cygnus following implementation of the
Scheme.
Subject to Australian Court approval, Cygnus intends to distribute an explanatory statement to its shareholders
(‘Scheme Booklet’) containing information in relation to the Scheme, including the basis for the Cygnus Board’s
unanimous recommendation , an independent expert’s report providing an assessment as to whether the
Scheme is in the best interest of Cygnus shareholders, and other matters relevant to C ygnus shareholders,
indicatively around mid-August 2026.
The Scheme Meeting of Cygnus shareholders to approve the Scheme is expected to be held in mid -September
2026. Subject to the conditions of the Scheme being satisfied or waived (as applicable), the Scheme is expected
to be implemented in September 2026.9
CAML will be publishing a circular to its shareholders containing a notice of extraordinary general meeting in
due course at which it will propose the ordinary resolution described above.
CAML and Cygnus will keep the market informed of any material developments in accordance with their
respective disclosure obligations.
Timetable and next steps
Cygnus shareholders do not need to take any action at this stage.
An indicative timetable for the Scheme is set out below.§
Event Date (2026)
Lodge draft Scheme Booklet with ASIC for review Late July
First Court Date Mid August
Dispatch Scheme Booklet to Cygnus Shareholders Mid August
Dispatch Meeting Materials to CAML Shareholders Mid August
CAML Shareholder Meeting Mid September
Scheme Meeting Mid September
Second Court Date September
Effective Date September
Record Date Two Business Days after the Effective Date
Implementation Date Five Business Days after Record Date
§Note this is an indicative timetable only and is subject to change, necessary approvals and Court availability.
9 Dates are indicative only and may be subject to change.