Cygnus Metals Acquires Central Asia Metals under Scheme of Arrangement

TORONTO and PERTH, Western Australia, Sept. 21, 2026 /CourierPR/ -- Cygnus Metals Limited, a diversified critical minerals exploration and development company with projects in Quebec, Canada and Western Australia, has announced a significant transaction under which Central Asia Metals PLC (CAML) will acquire 100% of its shares. The acquisition is structured as a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) ("Scheme"). The Scheme remains subject to a number of outstanding Conditions Precedent, including the required treatment of convertible securities and Kazakhstan regulatory approval.

As previously announced to the ASX on 14 September 2026, the Scheme remains contingent upon the resolution of these conditions. The Company is pleased to report that all Cygnus convertible securities related to the Scheme have now been satisfied. Specifically, all Cygnus Options have either been exercised or replaced by a required option replacement deed, and all Cygnus Share Rights have been converted into Cygnus Shares. This fulfills the condition precedent related to the treatment of these securities.

In the case of the Kazakhstan regulatory approval condition, the Company has informed that the current Second Court Date, scheduled for 23 September 2026, remains outstanding. CAML has informed Cygnus that it does not believe the regulatory approval will be satisfied by this date. However, CAML remains confident that it will receive the required approval. The Company has been actively engaging with the Ministry of Industry and Construction of Kazakhstan (MIC) regarding the application. Importantly, the MIC has not raised any adverse comments or objections to the content or merits of the filed application, nor does it require any further information to make a final decision. CAML has received assurances that its application will be processed as soon as practically possible, with the expectation that the approval will be granted on or before 12 October 2026. CAML has a successful track record of receiving similar approvals in Kazakhstan.

Cygnus 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 revised Second Court Date. In light of the status of the Kazakhstan regulatory approval, Cygnus will approach the Supreme Court of Western Australia to defer the Second Court Date as close as practicable to the forecasted regulatory approval date, with a further announcement to be made upon finalisation of the date with the Court and the amended implementation timetable.

Should the Kazakhstan regulatory approval be received earlier than the date outlined in today's announcement, Cygnus will ascertain the potential to bring the Court date forward. This announcement is authorised for release by the Board of Cygnus Metals Limited.

The acquisition of 100% of Cygnus Metals Limited's shares by Central Asia Metals PLC under the Scheme of Arrangement under Part 5.1 of the Corporations Act 2001 (Cth) is a significant step forward for both companies, aligning their strategic goals and potentially unlocking new opportunities for growth and development in the critical minerals sector. The ongoing regulatory approval process, particularly in Kazakhstan, remains a key factor in the transaction's timeline and success. Cygnus Metals Limited's diversified portfolio of critical minerals projects in Quebec, Canada, and Western Australia, combined with CAML's expertise in the sector, suggests a promising future for the combined entity.