Announcement • Jun 04
Central Asia Metals plc (AIM:CAML) entered into scheme of implementation deed to acquire Cygnus Metals Limited (ASX:CY5) from a group of shareholders for approximately AUD 230 million. Central Asia Metals plc (AIM:CAML) entered into scheme of implementation deed to acquire Cygnus Metals Limited (ASX:CY5) from a group of shareholders for approximately AUD 230 million on June 2, 2026. The consideration consists of common equity of Central Asia Metals plc at a ratio of 0.06 per common equity of Cygnus Metals Limited. The consideration consists of options of Central Asia Metals plc having a value of AUD 1.88 million to be issued for options of Cygnus Metals Limited. The sellers in the transaction includes Ocean Partners Holdings Limited, Equinox Partners Investment Management LLC, Symorgh Investments Pty. Ltd. and Symorgh Super Pty Ltd, Gold Leaf Corporate Pty Ltd, Blue Leaf AC, M D & S J Super Fund and Sarah June Naylo. In case of termination of transaction, Central Asia Metals plc will pay a termination fee of AUD 2.3 million and Cygnus Metals Limited will pay a termination fee of AUD 2.3 million.
The transaction is subject to approval of merger agreement by target board, approval of offer by acquirer shareholders, approval by regulatory board / committee and approval of offer by target shareholders. The Board of Directors of Cygnus Metals Limited formed a special committee for the transaction. The deal has been unanimously approved by the board. The expected completion of the transaction is in September 2026.
Pascal Lussier Duquette and Thomas Rider of BMO Capital Markets Limited acted as financial advisor for Central Asia Metals plc. Corbs Chambers Westgarth acted as legal advisor for Central Asia Metals plc. McCarthy Tétrault LLP acted as legal advisor for Central Asia Metals plc. Fieldfisher LLP acted as legal advisor for Central Asia Metals plc. Canaccord Genuity Financial Limited acted as financial advisor for Cygnus Metals Limited. Hamilton Locke Pty Ltd acted as legal advisor for Cygnus Metals Limited. Osler, Hoskin & Harcourt LLP acted as legal advisor for Cygnus Metals Limited. Peel Hunt LLP acted as financial advisor for Central Asia Metals plc. New Risk • May 26
New major risk - Revenue and earnings growth Earnings have declined by 6.8% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Earnings have declined by 6.8% per year over the past 5 years. Shareholders have been substantially diluted in the past year (43% increase in shares outstanding). Revenue is less than US$1m. New Risk • Apr 30
New minor risk - Market cap size The company's market capitalization is less than US$100m. Market cap: AU$140.4m (US$99.9m) This is considered a minor risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Shareholders have been substantially diluted in the past year (44% increase in shares outstanding). Revenue is less than US$1m. Minor Risks Currently unprofitable and not forecast to become profitable over next 2 years (AU$4.7m net loss in 2 years). Market cap is less than US$100m (AU$140.4m market cap, or US$99.9m). 
