Central Asia Metals (CAML) M&A announcement summary

Deal rationale and strategic fit

• Acquisition of Cygnus Metals adds the high-grade Chibougamau copper-gold project in Québec, enhancing commodity and geographic diversification and expanding into a Tier 1 mining jurisdiction.

• The transaction is transformational, providing significant copper and precious metal production potential, and complements existing assets.

• Cygnus shareholders receive immediate value realization, a premium, and continued exposure to project upside via scrip consideration.

• Leverages operational and technical expertise and a strong balance sheet to advance project development and exploration.

• Aligns with disciplined growth and long-term cash generation strategy.

Financial terms and conditions

• CAML will acquire all issued share capital of Cygnus Metals for AUD 232 million (A$0.176 per share), via an all-scrip transaction at a 60% premium, under an Australian scheme of arrangement.

• Cygnus shareholders will receive 0.06 new shares for each Cygnus share and own about 30% of the enlarged group; CAML shareholders will own ~70%.

• Reciprocal break fee provisions of approximately A$2.3 million apply.

• The deal is structured to preserve cash for project development and maintain dividend policy.

Synergies and expected cost savings

• Existing 900,000 tpa processing plant and tailings facility at Copper Rand reduce required CapEx for project development.

• Combined cash balance exceeds $100 million, supporting project advancement and exploration.

• Access to CAML’s robust balance sheet and cash flow de-risks and funds project development.

• Operational and technical expertise from both teams will accelerate development and exploration.