Availability of the Scheme Booklet and Circular
Scheme Booklet published for recommended acquisition of Cygnus Metals; Extraordinary General Meeting scheduled for 4 September 2026.
- Scheme Consideration 0.06 New CAML Shares per Cygnus Scheme Share
- Expected Effective Date 24 September 2026
- Expected Implementation Date 5 October 2026
- Directors' shareholding 2,125,125 Ordinary Shares (1.19% of voting rights)
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On 2 June 2026, the Boards of Central Asia Metals PLC (AIM: CAML) and Cygnus Metals Limited (ASX: CY5, TSXV: CYG, OTCQB: CYGGF) ('Cygnus') announced they had reached agreement on the terms of a recommended offer pursuant to which the Company would acquire the entire issued and to be issued ordinary share capital of Cygnus (the 'Acquisition'). The Acquisition is to be effected by means of an Australian Court-sanctioned scheme of arrangement under Part 5.1 of the Australian Corporations Act, which requires the approval of Cygnus Shareholders. If the Conditions Precedent to the Scheme are satisfied or (if capable of waiver) waived, it is expected that the Scheme will become effective on or around 24 September 2026 with the Implementation Date expected to be 5 October 2026.
The Company today announces that: (i) the explanatory statement in relation to the Scheme (the 'Scheme Booklet') is now available to view; and (ii) the Company's Circular will today be published to shareholders convening an Extraordinary General Meeting to be held at 10:00 (BST) on 4 September 2026 at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT in order to pass the Resolution to authorise the Directors to allot the New CAML Shares pursuant to the Acquisition.
Capitalised terms used in this announcement have the same meaning as set out in the Circular.
Availability of the Scheme Booklet
Cygnus has now lodged the Scheme Booklet with the ASX. The Scheme Booklet contains, among other things, a letter from the Chairman of Cygnus, a letter from the Chairman of CAML, the full terms and conditions of the Scheme, information on CAML, Cygnus and the Combined Group, risk factors, an expected timetable of principal events, notice of the Cygnus Scheme Meeting and details of the action to be taken by Cygnus Shareholders.
As set out in the Scheme Booklet, the Cygnus Directors have carefully considered the advantages and disadvantages of the Scheme for Cygnus Shareholders. The Cygnus Directors have unanimously recommended that Cygnus Shareholders vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Cygnus Shareholders. Subject to those same qualifications, each Cygnus Director intends to vote, or cause to be voted, all Cygnus Shares they own or control in favour of the Scheme.
Publication of the Circular
If the Scheme is implemented, Cygnus Scheme Shareholders (other than Sale Facility Participants) will be entitled to receive the Scheme Consideration of 0.06 New CAML Shares for each Cygnus Scheme Share held on the Scheme Record Date.
The Acquisition is therefore conditional, amongst other things, on CAML Shareholders passing an ordinary resolution at the Extraordinary General Meeting to authorise the Directors to allot the New CAML Shares pursuant to the Acquisition.
Accordingly, the Directors of the Company are pleased to confirm that an explanatory Circular containing a notice of meeting will today be sent to shareholders to convene an Extraordinary General Meeting to be held at 10:00 (BST) on 4 September 2026 at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT in order to pass the Resolution to authorise the Directors to allot the New CAML Shares pursuant to the Acquisition.
Copies of the Circular will be available today on the Company's website: www.centralasiametals.com/acquisition-of-cygnus-metals-limited
Shareholders requiring assistance with voting should address any queries to:
The Directors consider the Acquisition to be in the best interests of CAML Shareholders as a whole and accordingly unanimously recommend that CAML Shareholders vote in favour of the Resolution to be proposed at the Extraordinary General Meeting as the Directors who hold CAML Shares intend to do in respect of their own beneficial holdings of, in aggregate, 2,125,125 Ordinary Shares representing approximately 1.19 per cent of the total voting rights of the Ordinary Shares in issue as at the close of business on the day prior to this announcement.
Timetable
The Scheme Booklet and the Circular contain an expected timetable of principal events in relation to the Scheme subject to the satisfaction of the Conditions Precedent, which is set out below:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Date of the Scheme Booklet | 13 August 2026 |
| Date the Circular and Form of Proxy are despatched to CAML Shareholders | 14 August 2026 |
| Latest time and date for receipt of Forms of Proxy | 10:00 on 2 September 2026 |
| Extraordinary General Meeting of the Company | 10:00 on 4 September 2026 |
| Cygnus Scheme Meeting | 14:00 (AWST) on 18 September 2026 |
| Second Court Date: Court Hearing (to sanction the Scheme) | 14:15 (AWST) on 23 September 2026 |
| Effective Date | 24 September 2026 |
| Scheme Record Date | 17:00 (AWST) on 28 September 2026 |
| Implementation Date | 5 October 2026 |
| Issue of the New CAML Shares | 08:00 on 5 October 2026 |
| Admission of the New CAML Shares to trading on AIM | 08:00 on 5 October 2026 |
| Crediting of New CAML Shares to CREST accounts | 5 October 2026 |
| Latest date for share certificates in respect of New CAML Shares to be issued | 19 October 2026 |
Notes:
- Forms of Proxy for the Extraordinary General Meeting must be lodged not later than 48 hours (excluding weekends and public holidays) prior to the time appointed for the Extraordinary General Meeting.
- The above times and dates are indicative only and will depend, among other things, on the date upon which the Conditions Precedent are satisfied or (if capable of waiver) waived and the date upon which the Court sanctions the Scheme and the date on which the Court Order becomes effective. If any of the times and/or dates above change, the revised times and/or dates will be notified by the Company to CAML Shareholders through a Regulatory Information Service.
- References to the time of day are to London time (British Summer Time) unless expressly indicated. References to AWST mean Australian Western Standard Time.
- CAML has applied to have its securities listed on the TSX. Listing is subject to the approval of the TSX in accordance with its original listing requirements. The TSX has not yet conditionally approved CAML's listing application and there is no assurance that the TSX will approve the listing application.
Market abuse regulations
Notice to overseas shareholders
Copies of the Circular, the Scheme Booklet and any other formal documentation relating to the Acquisition shall not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.
US Securities Laws
Ore Reserves and Mineral Resources
CAML prepares Ore Reserve and Mineral Resource Estimates using the JORC Code. Cygnus' disclosure of Ore Reserve and Mineral Resource information to ASX is based on the reporting requirements of the JORC Code, and in respect to the TSXV, the Canadian Institute of Mining, Metallurgy and Petroleum's Definition Standards on Mineral Resources and Mineral Reserves.
With the exception of slight differences in the terminology used, there are no material differences between statements of the Ore Reserves and Mineral Resources prepared in accordance with the JORC Code, and CIM Mineral Resources and CIM Mineral Reserves prepared in accordance with the CIM Standards applicable under NI 43-101 and statements of Mineral Resources. Please refer to Section 10.14 of the Scheme Booklet for an explanation of the interchangeability of these terms between the JORC Code and NI 43-101.
There can be no assurance that those portions of Mineral Resources or CIM Mineral Resources (as applicable) that are not Ore Reserves or CIM Mineral Reserves (as applicable) will ultimately be converted into Ore Reserves or CIM Mineral Reserves (as applicable). Mineral Resources or CIM Mineral Resources (as applicable) which are not Ore Reserves or CIM Mineral Reserves (as applicable) do not have demonstrated economic viability.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.