Update regarding the Scheme of Arrangement

Central Asia Metals PLC

14 September 2026

 

14 September 2026

Central Asia Metals PLC

(the 'Company' or 'CAML')

Update regarding the Scheme of Arrangement for the proposed acquisition of Cygnus Metals

Central Asia Metals PLC (AIM: CAML) issues an update regarding the proposed acquisition of Cygnus Metals Limited (ASX:CY5, TSXV: CYG, OTCQB: CYGGF) ('Cygnus') by means of an Australian Scheme of Arrangement (the 'Scheme') as announced on 2 June 2026 (the 'Cygnus Transaction').

As previously announced, there are several conditions precedent that need to be satisfied or waived (if applicable) before the Scheme can be implemented, including:

o  the Independent Expert's opinion, which has concluded that the Scheme is fair and reasonable and hence in the best interests of Cygnus Shareholders in the absence of a superior alternative proposal emerging;

o  approval by CAML Shareholders to allot the New CAML Shares pursuant to the Scheme, the resolution for which was passed at an Extraordinary General Meeting on 4 September 2026;

o  North Macedonian merger clearance, which has been satisfied; and

o  Kazakhstan consent for the issue of the New CAML shares pursuant to the Scheme.

Further, and although not a condition precedent to the Scheme, the Toronto Stock Exchange (TSX) has conditionally approved the listing on the TSX of the shares in CAML, including the New CAML Shares that will be issued to Cygnus Shareholders pursuant to the Scheme.

In relation to the outstanding condition precedent of Kazakhstan regulatory approval, the application is in process, with the statutory timetable now requiring a decision by no later than Thursday, 1 October 2026.

As a result, this approval may not be obtained prior to the Cygnus Scheme Meeting scheduled for 18 September 2026 or potentially the Second Court Date (currently scheduled for 23 September 2026). Should the approval not be received before the Second Court Date, Cygnus has advised CAML that it may apply to the Court to defer the Second Court Date to the earliest practicable date following receipt of the Kazakhstan regulatory approval and/or seek the Court's approval to treat the Kazakhstan regulatory approval as a condition subsequent.

CAML is not aware of any specific reason why the Kazakhstan regulatory approval will not be received in the ordinary course. Further, Cygnus has advised CAML that it 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 current Second Court Date.

Gavin Ferrar, Chief Executive Officer of CAML, commented:

"We are pleased with the progress made thus far in advancing the Cygnus Transaction, and we expect to complete the outstanding conditions in due course. We look forward to adding Cygnus' high-grade Chibougamau copper-gold project in Québec to our portfolio, and to welcoming Cygnus shareholders as shareholders in CAML."

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 and 100% of the Sasa zinc-lead mine in North Macedonia. 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 32.6% 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

 

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