Completion of the acquisition of Cygnus Metals

Central Asia Metals PLC

27 October 2026

 

27 October 2026

Central Asia Metals PLC
(the ‘Group’, the ‘Company’ or ‘CAML’)

Update on completion of the acquisition of Cygnus Metals Limited, listing on the TSX, issue of consideration shares, grant of options and appointment of additional director

Central Asia Metals PLC (AIM, TSX: CAML) is pleased to announce that the scheme of arrangement pursuant to which CAML has agreed to acquire the entire issued share capital of Cygnus Metals Limited (‘Cygnus’) (the ‘Scheme’) has become effective and the acquisition of Cygnus has now completed.

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Company's announcement of 2 June 2026.

Completion of the Cygnus acquisition

Following implementation of the Scheme, Cygnus has become a wholly-owned subsidiary of CAML. The combination brings the Cygnus assets, including the Chibougamau copper-gold project, into the enlarged CAML Group.

Listing on the Toronto Stock Exchange

The Company is also pleased to confirm that its ordinary shares are listed on the Toronto Stock Exchange (the ‘TSX’) and will commence trading on the TSX effective at 09:30 (EST) (being, 13:30 (GMT)) today.

Issue of New CAML Shares and Admission

Under the Scheme, Cygnus Shareholders were entitled to receive 0.06 New CAML Shares (as defined below) for each Cygnus share held at the Scheme Record Date, subject to the arrangements applicable to participants in the Share Sale Facility.

Accordingly, pursuant to the terms of the Scheme, the Company has allotted, conditional only on admission of the same to trading on AIM ('Admission'), 78,474,252 new ordinary shares of US$0.01 each in the capital of the Company (the ‘New CAML Shares’) to those persons who were Cygnus Shareholders as at the Scheme Record Date as consideration for the acquisition of Cygnus.

Application for Admission has been made for the New CAML Shares and Admission is expected to become effective and dealings in the New CAML Shares to commence at 08:00 (GMT) today, 27 October 2026.

The New CAML Shares, on Admission, will rank pari passu in all respects with the Company's existing ordinary shares, including the right to receive all dividends.

Grant of replacement options

In accordance with the terms of the Scheme, CAML is required to grant replacement options to those persons who held options in Cygnus as at the Scheme Record Date. Accordingly, CAML has today granted options over an aggregate of 649,913 ordinary shares in the Company (the ‘CAML Options’) pursuant to individual option replacement deeds (the ‘Option Replacement Deeds’).

The CAML Options replace the corresponding options over ordinary shares in Cygnus, which were cancelled with effect from the Implementation Date.  Each CAML Option entitles the holder to acquire one Ordinary Share in the Company and has been granted on the equivalent terms set out in the relevant Option Replacement Deed.

Summary terms of the CAML Options granted are set out below:

Aggregate number of Ordinary Shares over which options have been granted	Exercise price	Expiry date
61,480	£2.89	12 May 2027
6,587	£2.69	13 June 2027
109,782	£2.01	19 August 2027
71,360	£0.98	12 May 2028
392,470	£0.49	19 April 2029
8,234	£0.51	16 September 2029
649,913

Total voting rights

Following Admission, the Company's issued share capital will comprise 256,378,533 ordinary shares of US$0.01 each. The above number includes 193,325 ordinary shares held by the Company in treasury.

Accordingly, the total number of voting rights in the Company following Admission is 256,185,208. This figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Appointment of Ernest Mast

As indicated in the Scheme Booklet for the Cygnus transaction published on 13 August 2026, CAML is pleased to confirm the appointment of Ernest Mast to its Board as an Independent Non-Executive Director, with effect from today.

Prior to completion of the Cygnus transaction, Mr Mast was a non-executive director of Cygnus, and his previous roles included managing director of Cygnus, and president and chief executive officer of Doré Copper Mining, which held the Chibougamau project prior to its acquisition by Cygnus. He brings more than 30 years' experience in the mining industry across a range of technical and executive appointments and currently serves as president and chief executive officer of PPX Mining Corp.

Mr Mast is a member of l'Ordre des ingénieurs du Québec and has Bachelor's and Master's degrees in metallurgical engineering from McGill University. His past roles include vice president of operations at New Gold Inc, and president and chief executive officer of Minera Panama, the Inmet Mining subsidiary that developed the Cobre Panama project.

The disclosures required by 17 of the AIM Rules for Companies are set out in the Appendix to this announcement.

Nick Clarke, Non-Executive Chairman of CAML, commented:

“We are delighted to complete this important acquisition for the Company, which forms a key element in our overall strategy of creating a balanced portfolio of profitable production, development-based growth and exploration potential.

“We also welcome Ernie Mast to the Board as an Independent Non-Executive Director. Ernie’s extensive industry experience will add to the Board’s capabilities, and his long association with the Chibougamau project and his relationships with key stakeholders, both locally and in Canada more generally, will be invaluable as we advance the Chibougamau project towards a development decision.”

For further information contact:

Central Asia Metals	Tel: [phone]
Gavin Ferrar
CEO
Louise Wrathall
CFO
Richard Morgan	[e-mail]
Investor Relations Manager
Peel Hunt (Nominated Adviser and joint broker)	Tel: [phone]
Ross Allister
David McKeown
Emily Bhasin
BMO Capital Markets (joint broker)	Tel: [phone]
Thomas Rider
Pascal Lussier Duquette
BlytheRay (PR advisers)	Tel: [phone]
Megan Ray	[e-mail]
Rachael Brooks

Note to editors:

Central Asia Metals, an AIM-quoted UK company based in London, owns 100% of the Kounrad SX-EW copper operation in central Kazakhstan, 100% of the Sasa zinc-lead mine in North Macedonia and 100% of the Chibougamau copper-gold project in Québec. The Company also owns an 80% interest in CAML Exploration and 100% in CAML XD, two subsidiaries formed to progress early-stage exploration opportunities in Kazakhstan, and a 38.9% interest in Aberdeen Minerals Ltd, a privately-owned UK company focused on the exploration and development of base metals opportunities in northeast Scotland.

For further information, please visit www.centralasiametals.com and follow CAML on X at @CamlMetals and on LinkedIn at Central Asia Metals Plc.

Appendix

The following information is disclosed under Rule 17 of the AIM Rules for Companies (‘AIM Rules’) and Schedule Two Paragraph (g) of the AIM Rules:

Ernest Daniel Mast (aged 62)

Following the issue of the New CAML Shares pursuant to the Scheme, Ernest Mast, on Admission, will hold 683,668 ordinary shares in Central Asia Metals PLC.

Ernest Mast was a holder of options in Cygnus as at the Scheme Record Date and, accordingly, received and holds 260,732 options over Ordinary Shares in Central Asia Metals PLC pursuant to the terms of the Scheme.

Current Directorships	Past Directorships (within the past five years)
PPX Mining Corp.	First Lithium Minerals Corp.
Scottie Resources Corp.	FinEx Metals Ltd.
Copper Giant Resources Corp.	Doré Copper Mining Corp.
Table Jamésienne De Concertation Minière
Cygnus Metals Limited*
Cbay Minerals Inc.
Avenir Metals (Canada) Limited

*Mr. Mast's appointment as a director of Cygnus Metals Limited will end at 09:00 (GMT) today, 27 October 2026.

There is no further information that is required to be disclosed under Schedule Two, paragraph (g) of the AIM Rules for Companies in respect of Ernest Mast.

ENDS

 

END