RE: RNS2 Jun 2026 10:03
This is the 1st part of the RNS issued on London Stock Exchange this morning at 07:06
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 million[1]
• 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 announcement[2]
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$0.176 per Cygnus Share based on the closing price of £1.56 per CAML share and an A$:£ 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 million[3].
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 capital[4].
Johnnie
PS it works out at about £123 million