Executed Second Deed of Variation
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, AUSTRALIA, CANADA, 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 does not constitute an offer to buy or sell securities or a solicitation of an offer to buy, sell or otherwise subscribe for securities in any jurisdiction.
This announcement contains information that qualifies or may qualify as inside information within the meaning of Article 7 of the UK Market Abuse Regulation No 596/204 (as on-shored into UK domestic law pursuant to the European Union (Withdrawal Act 2018) (as amended)). Upon the publication of this announcement, via a regulatory information service, such inside information is now considered to be in the public domain.
23 June 2025
Central Asia Metals PLC
(the 'Group', the 'Company' or 'CAML')
Executed Second Deed of Variation with New World Resources Limited
Central Asia Metals Plc (AIM: CAML) confirms that, following its announcement on 20 June 2025, it has executed the Second Deed of Variation with New World Resources Limited (ASX: NWC) ('NWR') to vary the Scheme Implementation Deed dated 21 May 2025 to increase the cash consideration under the Scheme to A$0.055 per NWR share, valuing NWR at approximately A$204 million. The consideration payable under CAML's proposed Takeover Offer is also A$0.055 per NWR share.
CAML notes the announcement made by NWR this morning where it confirmed that it had received an unsolicited, non-binding, conditional and indicative proposal from Kinterra Capital GP Corp. to acquire all of the shares in NWR that it does not already own for A$0.057 per NWR share in cash via an off-market takeover offer (the 'Kinterra Offer'). CAML is currently considering the implications of the Kinterra Offer and will notify the market of any further developments.
Important Notice
This announcement is for information purposes only. No statement in this announcement is intended, or is to be construed, as a profit forecast, profit estimate, or quantified financial benefits statement or estimate for any period. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and/or regulation.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Advisers and counsel
BMO Capital Markets is acting as lead financial adviser, Mayer Brown is acting as UK and US legal adviser, and Clayton Utz is acting as Australian legal adviser to CAML.
About CAML
Central Asia Metals Plc is a UK incorporated base metals producer, headquartered in London. The company has been admitted to trading on the London Stock Exchange since its IPO in 2010. Today the Company has a market capitalisation of approximately US$380 million and base metal operations in Europe and Central Asia. The Board of Directors of CAML is composed of UK-based senior level executives, bringing a mix of international mining experience, capital markets experience and environmental, social and governance experience. CAML is well supported by tier-one UK and US institutional shareholders with the top three owners made up of Fidelity International, JO Hambro and BlackRock (between them accounting for approximately 24% of the Company's share register).
CAML owns 100% of the Sasa underground zinc-lead mine in North Macedonia, Europe, and 100% of the Kounrad SX-EW copper project in central Kazakhstan. CAML also owns an 80% interest in CAML Exploration, a subsidiary formed to progress early-stage exploration opportunities in Kazakhstan, and a 28.4% interest in Aberdeen Minerals Ltd, a privately-owned UK company focused on the exploration and development of base metals opportunities in northeast Scotland.
The person responsible for arranging the release of this announcement on behalf of CAML is Richard Morgan, Investor Relations Manager.
For further information contact:
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Central Asia Metals |
Tel: +44 (0) 20 7898 9001 |
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Gavin Ferrar |
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CEO |
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Louise Wrathall |
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CFO |
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Richard Morgan |
richard.morgan@centralasiametals.com |
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Investor Relations Manager |
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BMO Capital Markets (Lead Financial Adviser to CAML and Joint Broker) |
Tel: +44 (0) 20 7236 1010 |
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Thomas Rider |
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Pascal Lussier Duquette |
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Jonathan Reard |
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Peel Hunt (Nominated Adviser and Joint Broker) |
Tel: +44 (0) 20 7418 8900 |
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Ross Allister |
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David McKeown
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Emily Bhasin |
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BlytheRay (PR Advisers) |
Tel: +44 (0) 20 7138 3204 |
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Tim Blythe |
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Megan Ray |
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